WALKER GROUP HOLDINGS LIMITED *

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1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company. WALKER GROUP HOLDINGS LIMITED * (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1386) DISCLOSEABLE TRANSACTION IN RELATION TO THE PROPOSED ACQUISITION On 10 January 2017 (after trading hours of the Stock Exchange), the Purchaser, a wholly owned subsidiary of the Company and the Vendor entered into the Agreement pursuant to which the Purchaser agreed to purchase and the Vendor agreed to sell the Sale Shares for a total consideration of HK$185,000,000. The Consideration of HK$185,000,000 for the sale and purchase of the Sale Shares shall be settled by (i) as to HK$101,500,000 shall be satisfied by the Purchaser procuring the Company to allot and issue the Consideration Shares at the Issue Price to the Vendor (or its nominee(s)) credited as fully paid at Completion; (ii) as to HK$28,000,000 will be payable by the Purchaser in cash to the Vendor within three months after Completion; (iii) as to HK$28,000,000 will be payable by the Purchaser in cash to the Vendor within six months after Completion; and (iv) as to the remaining balance of HK$27,500,000 will be payable by the Purchaser in cash to the Vendor within nine months after Completion. The Consideration Shares represent approximately 10.83% of the existing issued share capital of the Company and approximately 9.77% of the issued share capital of the Company as enlarged by the issue of the Consideration Shares. The Consideration Shares will be issued under the General Mandate and will rank pari passu in all respects with each other and with the Shares in issue at the time of issue of the Consideration Shares. The Proposed Acquisition is subject to the fulfilment of the conditions precedent as detailed in the paragraph headed Conditions Precedent in this announcement. LISTING RULES IMPLICATIONS As the relevant percentage ratios for the transaction under the Agreement calculated in accordance with the Listing Rules are more than 5% but less than 25%, the Agreement and the transactions contemplated thereunder constitute a discloseable transaction on the part of the Company under Chapter 14 of the Listing Rules. * For identification purpose only 1

2 Reference is made to the announcement of the Company dated 22 December 2016 in relation to the memorandum of understanding entered into between the Target Company and the Purchaser. After further negotiation with the Target Company and due diligence review conducted on the Target Group, the Purchaser agreed to acquire the Target Company and its five subsidiaries. On 10 January 2017 (after trading hours of the Stock Exchange), the Purchaser, a wholly owned subsidiary of the Company and the Vendor entered into the Agreement pursuant to which the Purchaser agreed to purchase and the Vendor agreed to sell the Sale Shares for a total consideration of HK$185,000,000. Set out below are the principal terms of the Agreement. THE AGREEMENT Date: 10 January 2017 (after trading hours of the Stock Exchange) Parties: (1) Silver Summit Ventures Limited, the Purchaser; and (2) Golden Ahead International Limited, the Vendor. To the best of the Directors knowledge, information and belief, and having made all reasonable enquiries, the Vendor and its ultimate beneficial owner are third parties independent of and not connected with the Company and its connected persons. The Purchaser is a company incorporated in the British Virgin Islands with limited liability and a wholly owned subsidiary of the Company. It is principally engaged in investment holding. Assets to be acquired Pursuant to the Agreement, the Purchaser agreed to acquire and the Vendor agreed to sell the Sale Shares. As at the date of this announcement, the Sale Shares are beneficially owned by the Vendor, representing 100% of the total issued share capital of the Target Company. Consideration The Consideration for the sale and purchase of the Sale Shares is HK$185,000,000 and shall be payable by the Purchaser to the Vendor in the following manners: (i) as to HK$101,500,000 shall be satisfied by the Purchaser procuring the Company to allot and issue the Consideration Shares at the Issue Price to the Vendor (or its nominee(s)) credited as fully paid at Completion; (ii) as to HK$28,000,000 will be payable by the Purchaser in cash to the Vendor within three months after Completion; 2

3 (iii) as to HK$28,000,000 will be payable by the Purchaser in cash to the Vendor within six months after Completion; and (iv) as to the remaining balance of HK$27,500,000 will be payable by the Purchaser in cash to the Vendor within nine months after Completion. The Consideration of HK$185,000,000 was determined after arm s length negotiation between the Purchaser and the Vendor with reference to the preliminary valuation of the Target Group of not less than HK$185,000,000 performed by the Valuer. The valuation method adopted by the Valuer in the preliminary valuation is market value approach, which is taken into account of, among others, the business nature of the Target Group. The valuation also assumes that (i) the Target Group is continuing in operation in the foreseeable future with neither the intention nor necessity of liquidation or of curtailing materially the scale of its operation basis; and (ii) a willing buyer would not pay more to acquire the equity interest of the company appraised than he could reasonably expect to earn in the future from an investment in the equity interest of the company. Conditions Precedent Completion shall be conditional upon and subject to: (i) the Purchaser being satisfied with the results of the due diligence review of the assets, liabilities, operations and affairs of the Target Group to be conducted pursuant to the Agreement; (ii) all necessary governmental and other consents and approvals required to be obtained on the part of the Vendor and the Purchaser in respect of the Agreement and the transactions contemplated thereunder having been obtained, including but not limited to the approval from the necessary PRC authorities; (iii) if necessary, the passing by the Shareholders at an extraordinary general meeting of the Company to be convened and held of an ordinary resolution to approve the Agreement and the transactions contemplated thereunder, including but not limited to the allotment and issue of the Consideration Shares to the Vendor (or its nominee(s)) at the Issue Price credited as fully paid; (iv) the obtaining of a PRC legal opinion (in form and substance satisfactory to the Purchaser) from a PRC legal adviser appointed by the Purchaser in relation to the Agreement and the transactions contemplated thereunder; (v) the obtaining of a valuation report (in form and substance satisfactory to the Purchaser) from a valuer appointed by the Purchaser and showing the value of the Target Group to be not less than HK$185,000,000; (vi) the warranties given by the Vendor under the Agreement remaining true and accurate in all respects; and 3

4 (vii) the Stock Exchange granting listing of and permission to deal in the Consideration Shares. The Purchaser may at any time waive in writing any of the conditions set out in (i) and (vi) above. All other conditions precedent are incapable of being waived by the parties to the Agreement. If the above conditions have not been satisfied (or as the case may be, waived by the Purchaser) on or before 4:00 p.m. on 28 February 2017, or such later date as the Vendor and the Purchaser may agree, the Agreement shall cease and determine and thereafter none of the parties to the Agreement shall have any obligations and liabilities towards each other thereunder save for any antecedent breaches of the terms thereof. Consideration Shares 70,000,000 Consideration Shares will be allotted and issued to settle part of the Consideration at Completion, representing approximately 10.83% of the existing issued share capital of the Company and approximately 9.77% of the issued share capital of the Company as enlarged by the allotment and issue of the Consideration Shares. The issue price of HK$1.45 per Consideration Share represents: (i) the closing price of HK$1.45 per Share as quoted on the Stock Exchange on the Last Trading Day; (ii) a discount of approximately 2.03% to the average of the closing prices of approximately HK$1.48 per Share as quoted on the Stock Exchange for the last five trading days up to and including the Last Trading Day; and (iii) a discount of approximately 3.97% to the average of the closing prices of approximately HK$1.51 per Share as quoted on the Stock Exchange for the last ten trading days up to and including the Last Trading Day. The issue price of HK$1.45 per Consideration Share was arrived at after arm s length negotiation between the Purchaser and the Vendor with reference to the closing price of the Shares as quoted on the Stock Exchange on the Last Trading Day. The Directors consider that the Issue Price is fair and reasonable and the allottment and issue of the Consideration Shares at the Issue Price is in the interests of the Company and the Shareholders as a whole. The Consideration Shares are to be issued under the General Mandate granted by the Shareholders to the Directors at the last annual general meeting held by the Company on 12 August 2016, which authorised the Board to issue up to 128,272,000 Shares. As at the date of this announcement, no Shares have been issued pursuant to the General Mandate. The Consideration Shares, when issued and fully paid, will rank pari passu in all respects with each other and with the Shares in issue at the time of issue of the Consideration Shares. 4

5 Completion Completion shall take place at 4:00 p.m. on the Completion Date after the fulfillment (or waiver as the case maybe) of the conditions set out in the paragraph headed Conditions Precedent hereinabove or such other date as the Vendor and the Purchaser may mutually agree in writing. Upon Completion, the Target Company will become an indirect wholly-owned subsidiary of the Company. APPLICATION FOR LISTING Application will be made by the Company to the Stock Exchange for the listing of, and the permission to deal in, the Consideration Shares. INFORMATION ON THE TARGET GROUP The Target Company was incorporated in Hong Kong with limited liability. As at the date of this announcement, (i) the Target Company is holding 85% equity interest in Guoxin Wangfu, a company established in the PRC with limited liability; (ii) Guoxin Wangfu is holding 100% equity interest in Guotai Huitong, 100% equity interest in Shanghai Advertisement, 51% equity interest in Guoxin Guanfu and 51% equity interest in New World Information, all of which are companies established in the PRC with limited liability. As at the date of this announcement, the Target Group is principally engaged in E-Commerce and E-Payment business. The unaudited financial information of the Target Company is set out below: 30 November 31 December (HK$ 000) (HK$ 000) (Note) Profit/(loss) before taxation (1,615) (159) Profit/(loss) after taxation (1,615) (159) Net assets 58,794 59,521 Note: The Target Company was incorporated on 28 May 2015 The unaudited financial information of each of Guoxin Wangfu, Guotai Huitong, Shanghai Advertisement, Guoxin Guanfu and New World Information are set out below: 5

6 Guoxin Wangfu 30 November 2016 (RMB 000) (Note) Profit/(loss) before taxation (1,336) Profit/(loss) after taxation (1,336) Net assets 14,660 Note: Guoxin Wangfu was established on 10 August 2015 Guotai Huitong 30 November 31 December 31 December (RMB 000) (RMB 000) (RMB 000) Profit/(loss) before taxation (370) (626) (589) Profit/(loss) after taxation (370) (626) (589) Net assets 9,808 (5,821) (5,662) Shanghai Advertisement 30 November 31 December 31 December (RMB 000) (RMB 000) (RMB 000) Profit/(loss) before taxation (3) (2,732) Profit/(loss) after taxation (3) (2,732) Net assets 11,030 (4,969) (4,966) Guoxin Guanfu 30 November 2016 (RMB 000) (Note) Profit/(loss) before taxation (203) Profit/(loss) after taxation (203) Net assets 1,797 Note: Guoxin Guanfu was established on 11 May

7 New World Information 30 November 31 December 31 December (RMB 000) (RMB 000) (RMB 000) Profit/(loss) before taxation (5,897) (2,969) 398 Profit/(loss) after taxation (5,897) (2,969) 341 Net assets 21,111 7,008 6,226 REASONS FOR AND BENEFITS OF THE AGREEMENT The Group is principally engaged in the retailing of footwear in Hong Kong, the PRC and Taiwan. The Board believes that the entering into of the Agreement represents a good opportunity for the Group to diversify its business. Given that the Target Group is principally engaged in E-Commerce and E-Payment business, it enables the Group to explore new business opportunity in the E-Commerce and E-Payment industries. Based on the above, the Board is of the view that the terms of the Proposed Acquisition are on normal commercial terms and are fair and reasonable and the Proposed Acquisition is in the interests of the Company and its Shareholders as a whole. 7

8 CHANGES IN SHAREHOLDING STRUCTURE Assuming there being no other change in the shareholding structure of the Company (other than those as contemplated under the Agreement), the following table sets out the shareholding structure of the Company (i) as at the date of this announcement; and (ii) immediately after Completion and the allotment and issue of the Consideration Shares. Shareholders As at the date of this announcement Number of Shares Approximate % Immediate after Completion and the allotment and issue of the Consideration Shares Number of Shares Approximate % China Consume Elderly Care Holdings Limited (Note) 480,737, ,737, Public Shareholders The Vendor 70,000, Other public Shareholders 165,452, ,452, ,190, ,190, Note: China Consume Elderly Care Holdings Limited is a company incorporated in the Republic of Seychelles with limited liability and the entire issued share capital of which is owned by Mr. Zhu Xiaojun, an executive Director and chairman of the Company. Accordingly, Mr. Zhu Xiaojun is deemed to be interested in the entire 480,737,002 Shares held by China Consume Elderly Care Holdings Limited under the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong). LISTING RULES IMPLICATIONS As the relevant percentage ratios for the transaction under the Agreement calculated in accordance with the Listing Rules are more than 5% but less than 25%, the Agreement and the transactions contemplated thereunder constitute a discloseable transaction on the part of the Company under Chapter 14 of the Listing Rules. 8

9 DEFINITIONS In this announcement, unless the context otherwise requires, the following words and expressions shall have the meanings given to them as below: Agreement Board Business Day Company Completion Completion Date connected person Consideration Consideration Shares Director(s) General Mandate Group Guoxin Guanfu the sale and purchase agreement dated 10 January 2017 and entered into between the Purchaser and the Vendor in respect of the sale and purchase of the Sale Shares the board of Directors a day other than a Saturday, Sunday or public holiday on which banks in Hong Kong are generally open for business throughout their normal business hours Walker Group Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the Stock Exchange completion of the sale and purchase of the Sale Shares in accordance with the terms and conditions of the Agreement within five Business Days after the fulfilment (or waiver as the case may be) of the conditions under the Agreement or such other date as the Vendor and the Purchaser may mutually agree in writing has the meaning ascribed to it in the Listing Rules the consideration to be satisfied by the Purchaser to the Vendor for the sale and purchase of the Sale Shares 70,000,000 new Shares to be allotted and issued to the Vendor (or its nominee(s)) at the Completion the director(s) of the Company the general mandate granted to the Directors pursuant to the ordinary resolution of the Shareholders passed at the annual general meeting of the Company held on 12 August 2016 the Company and its subsidiaries (for identification purpose only, Guangzhou Guoxin Guanfu Information Technology Company Limited), a company established in the PRC with limited liability 9

10 Guotai Huitong Guoxin Wangfu Hong Kong Issue Price Last Trading Day Listing Rules Macau PRC Proposed Acquisition Purchaser Sale Shares (for identification purpose only, Guotai Huitong Information Technology (Beijing) Company Limited), a company established in the PRC with limited liability (for identification purpose only, Guoxin Wangfu Information Technology Company Limited), a company established in the PRC with limited liability the Hong Kong Special Administrative Region of the PRC HK$1.45, the issue price of each Consideration Share 9 January 2017, being the last trading day prior to the entering into of the Agreement the Rules Governing the Listing of Securities on the Stock Exchange Macao Special Administrative Region of the PRC the People s Republic of China, and for the purpose of this announcement, excluding Hong Kong, Macau and Taiwan the proposed acquisition of the Sale Shares by the Purchaser subject to and upon the terms and conditions of the Agreement Silver Summit Ventures Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly owned subsidiary of the Company 10,000 shares of the Target Company, representing the entire issued share capital of the Target Company New World Information (for identification purpose only, Shanghai New World Information Estate Shares Company Limited), a company established in the PRC with limited liability Shanghai Advertisement (for identification purpose only, Shanghai Shenglu Advertisement Company Limited), a company established in the PRC with limited liability Share(s) Shareholder(s) Stock Exchange ordinary share(s) of HK$0.10 each in the share capital of the Company holder(s) of the Share(s) The Stock Exchange of Hong Kong Limited 10

11 Target Company Target Group Valuer Vendor HK$ China Consume Financial Holdings Company Limited, a company incorporated in Hong Kong with limited liability Target Company, Guoxin Wangfu, Guotai Huitong, Shanghai Advertisement, Guoxin Guanfu and New World Information Castores Magi Asia Limited, a professional third party engaged by the Company to conduct a valuation on the Target Group Golden Ahead International Limited, a company incorporated in Hong Kong with limited liability and the vendor under the Agreement Hong Kong dollars, the lawful currency of Hong Kong from time to time % per cent By order of the Board Walker Group Holdings Limited Zhu Xiaojun Chairman Hong Kong, 10 January 2017 As at the date of this announcement, the Board comprises: Executive Directors: Mr. ZHU Xiaojun Mr. KANG Jianming Ms. CAI Jiaying Mr. YIN Wansun Independent non-executive Directors: Dr. HE Chengying Ms. ZHAO Hong 11