GT : DISCLOSABLE TRANSACTION IN RELATION TO PROVISION OF FINANCIAL ASSISTANCE

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

PROVISION OF FINANCIAL ASSISTANCE

The Board is pleased to announce that on 26 January 2018 (after trading hours), the Revolving Loan Facility Agreement was entered into between Global Wealth Finance as lender, the Borrower as borrower and the Mortgagor as mortgagor pursuant to which, Global Wealth Finance has agreed to provide a secured revolving loan facility in the principal amount of up to HK$50,000,000 to the Borrower.

As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the amount of financial assistance granted to the Borrower was more than 5% but less than 25%, the Loan Facility granted under the Revolving Loan Facility Agreement 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.

PROVISION OF FINANCIAL ASSISTANCE

On 26 January 2018 (after trading hours), Global Wealth Finance entered into the Revolving Loan Facility Agreement with the Borrower and the Mortgagor, pursuant to which Global Wealth Finance has agreed to provide a secured revolving loan facility in the principal amount of up to HK$50,000,000 to the Borrower.

Revolving Loan Facility Agreement

Summarised below are the principal terms of the Revolving Loan Facility Agreement.

Date

• : 26 January 2018

  Parties

  Lender

• : Global Wealth Finance

  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

• : Up to HK$50,000,000

  Subject to the satisfaction of certain conditions as set out in the Revolving Loan Facility Agreement, the loan facility of HK$50,000,000 will be available for drawdown from the date of the Revolving Loan Facility Agreement to the earlier of the Maturity Date and the date on which the loan facility is cancelled or terminated under the provision of the Revolving Loan Facility Agreement (the ''Drawdown Period'')

  Interest rate

• : 14% per annum, payable in full at the end of the Term together with the repayment of Loan Facility.

  Maturity date

• : the date falling 12 months from the first drawdown

  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. Any part of the Loan Facility prepaid can be re-borrowed during the Drawdown Period

  The terms of the Loan Facility 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.

Funding of the Loan Facility

The Group will finance the Loan Facility by 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 Revolving Loan Facility Agreement

The advance of the Loan Facility is made in the ordinary course of the Group's financing business. Global Wealth Finance has previous made a loan to the Borrower which has been settled (such loan was the subject of the Company's announcements dated 29 July 2016 and 27 January 2017 respectively). Taking into account the satisfactory financial background of the Borrower and the security provided by the Mortgagor, and the revenue and cash flow that can be generated from the Loan Facility, the Directors consider that the terms of the Revolving Loan Facility Agreement and the entering into of the Revolving Loan Facility Agreement are fair and reasonable and in the interests of the Company and its shareholders as a whole.

LISTING RULES IMPLICATIONS

The grant of the Loan Facility under the Revolving Loan Facility Agreement is a financial assistance provided by the Company within the meaning of the Listing Rules.

As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the principal amount of financial assistance granted to the Borrower, was more than 5% but less than 25%, the Loan Facility granted under the Revolving Loan Facility Agreement 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 financial assistance 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 Revolving Loan Facility Agreement

''Company''	GT Group Holdings Limited, a company incorporated in the
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
''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 Facility''	a revolving loan facility in a principal amount of up to
HK$50,000,000 provided by Global Wealth Finance to the
Borrower under the Revolving Loan Facility Agreement
''Mortgagor''	the mortgagor under the Revolving Loan Facility Agreement
''Revolving Loan Facility	the revolving loan facility agreement dated 26 January 2018
Agreement''	entered into between Global Wealth Finance, the Borrower
and the Mortgagor in respect of the Loan Facility
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
GT GROUP HOLDINGS LIMITED
Chairman
Hong Kong, 26 January 2018

By order of the board of

Li Dong

As at the date of this announcement, the Board comprises six Executive Directors, namely Mr. Li Dong (Chairman), Ms. Ng Shin Kwan, Christine, Mr. Chan Ah Fei, Mr. Liang Shan, Mr. Feng Taiguo and Dr. Kwong Kai Sing, Benny and three Independent Non-executive

Directors, namely Dr. Wong Yun Kuen, Mr. Wong Shun Loy and Mr. Hu Chao.