GT : DISCLOSABLE TRANSACTION IN RELATION TO EXTENSION OF LOAN AGREEMENT

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

(Incorporated in Hong Kong with limited liability)

(Stock Code: 263)

DISCLOSABLE TRANSACTION IN RELATION TO

EXTENSION OF LOAN AGREEMENT

On 29 July 2016, Global Wealth Finance as lender, the Borrower as borrower and the Mortgagor as mortgagor entered into the Loan Agreement pursuant to which Global Wealth Finance has agreed to provide the Loan Facility in the principal amount of up to HK$50,000,000 to the Borrower, which was to mature on 27 January 2017.

On 27 January 2017, parties to the Loan Agreement entered into the Supplemental Deed to extend the maturity date of the Loan Facility to 26 January 2018.

As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Extension was more than 5% but less than 25%, the Extension constitutes a disclosable transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting and announcement requirements under the Listing Rules.

EXTENSION OF LOAN AGREEMENT

Reference is made to the Company's announcement dated 29 July 2016 in respect of the Loan Facility of up to HK$50,000,000 granted under the Loan Agreement. The Loan Facility has been fully drawn down and remains outstanding as at the date of this announcement.

On 27 January 2017, Global Wealth Finance as lender, the Borrower as borrower and the Mortgagor as mortgagor entered into the Supplemental Deed to extend the maturity date of the Loan Facility from 27 January 2017 to 26 January 2018.

Loan Agreement

Summarised below are the principal terms of the Loan Agreement (as amended by the Supplemental Deed).

Parties

Lender : Global Wealth Finance, a wholly-owned subsidiary of the Company

Borrower : an individual who, to the best of the Directors' knowledge,

information and belief having made all reasonable enquiry, is a third party independent of the Company and connected persons of the Company

Mortgagor : an individual who, to the best of the Directors' knowledge,

information and belief having made all reasonable enquiry, is a third party independent of the Company and connected persons of the Company

Maximum principal amount of Loan Facility

: HK$50,000,000

Interest rate : 14% per annum, payable on 27 January 2017 and the

maturity date respectively

Maturity Date : 26 January 2018

Security : the payment obligation of the Borrower is secured by a mortgage given by the Mortgagor in favor of the Lender over two residential properties in Shenzhen, China

Voluntary Prepayment : the Borrower may at any time prepay all or part of the Loan

Facility together with interest accrued and unpaid thereon up to the date of actual prepayment.

Funding of the Loan Facility

The Loan Facility was financed by the Group's internal resources.

Information on the Group

The Company is an investment holding company. The Group is principally engaged in the trading of goods, financing, property development and brokerage and securities investment businesses. The Company's strategy is to continue to identify attractive investment opportunities for further expansion of its financial services business, such as moneylending, securities investment and enhancement of its margin loans for its brokerage customers. Global Wealth Finance is a money lender licensed in Hong Kong under the provisions of the Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong).

Reasons for, and benefits of, the Extension

The Extension of the Loan Facility is made in the ordinary course of the Group's financing business. The terms of the Loan Facility and the Extension have been negotiated on an arms' length basis, having regard to the financial standing of the Borrower, the value of the security provided, the costs of funds of the Group and normal range of interest rates charged by the Group under its money lending business. Taking into account the satisfactory financial background of the Borrower and the security provided by the Borrower, and the additional revenue and cash flow that can be generated from the Extension, the Directors consider that the terms of the Extension and the entering into of the Supplemental Deed are fair and reasonable and in the interests of the Company and its shareholders as a whole.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of Extension was more than 5% but less than 25%, the Extension constitutes a disclosable transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

However, as the amount of the Loan Facility granted to the Borrower does not exceed 8% under the assets ratio as defined under Rule 13.13 of the Listing Rules, the Loan Facility is not subject to the general disclosure obligations under Rule 13.15 of the Listing Rules.

DEFINITIONS

In this announcement, unless the context otherwise requires, the words and expressions below shall have the following meanings when used herein:

''Board'' the board of the Directors

''Borrower'' the borrower under the Loan Agreement

''Company'' GT Group Holdings Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Main Board of the Stock Exchange

''Director(s)'' the director(s) of the Company

''Extension'' the extensions of the maturity date of the Loan Facility to 26 January 2018 pursuant to the Supplemental Deed

''Global Wealth Finance'' Global Wealth Finance Limited, a limited liability Company

incorporated in Hong Kong and a wholly-owned subsidiary of the Company and a licensed money lender under the Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong)

''Group'' the Company and its subsidiaries

''Hong Kong'' the Hong Kong Special Administrative Region of the People's Republic of China

''Listing Rules'' the Rules Governing the Listing of Securities on the Stock

Exchange

''Loan Agreement'' the loan agreement dated 29 July 2016 entered into between

Global Wealth Finance, the Borrower and the Mortgagor in respect of the Loan Facility

''Loan Facility'' a loan facility in a principal amount of up to

HK$50,000,000 provided by Global Wealth Finance to the Borrower under the Loan Agreement

''Mortgagor'' the mortgagor under the Loan Agreement

''Stock Exchange'' The Stock Exchange of Hong Kong Limited

''Supplemental Deed'' the supplemental deed dated 27 January 2017 entered into

between Global Wealth Finance, the Borrower and the Mortgagor to amend the Loan Agreement

By order of the board of

GT GROUP HOLDINGS LIMITED

Li Dong

Chairman

Hong Kong, 27 January 2017

As at the date of this announcement, the Board comprises six Executive Directors, namely Mr. Li Dong (Chairman), Ms. Ng Shin Kwan, Christine, Mr. Lee Jalen, Mr. Chan Ah Fei, Mr. Liang Shan and Mr. Suen Yick Lun, Philip and three Independent Non-executive Directors, namely Dr. Wong Yun Kuen, Mr. Wong Shun Loy and Mr. Hu Chao.