Kenford : ANNOUNCEMENT PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE

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 the Cayman Islands with limited liability)

(Stock code: 00464) ANNOUNCEMENT PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE

This announcement is made by Kenford Group Holdings Limited (the "Company", together with its subsidiaries, the "Group") pursuant to Rule 3.7 of the Takeover Codes.

Reference is made to the announcement of the Company dated 16 December 2016 (the ''Announcement'') in respect of the Possible Transaction. Unless otherwise specified in this announcement, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

UPDATE ON THE POSSIBLE TRANSACTION

The Board has been informed by the Selling Shareholders that, as at the date of this announcement, (i) the negotiations between the Selling Shareholders and the Potential Purchaser and its connected persons in respect of the Possible Transaction are still on-going; and (ii) no formal or legally binding agreement, including but not limited to the Formal Agreement, has been entered into amongst the Selling Shareholders and the Potential Purchaser and its connected persons in respect of the Possible Transaction.

MONTHLY UPDATE

In compliance with Rule 3.7 of the Takeovers Code, monthly announcement(s) setting out the progress of the Possible Transaction, including but not limited to the Formal Agreement, will be made until announcement of firm intention to make an offer under Rule 3.5 of the Takeovers Code or of a decision not to proceed with an offer is made. Further announcement(s) will be made by the Company as and when appropriate or required in accordance with the Listing Rules and/or the Takeovers Code (as the case may be).

WARNING: There is no assurance that the Possible Transaction will materialise or eventually be consummated and the relevant discussions may or may not lead to a general offer under Rule 26.1 of the Takeovers Code. The Possible Transaction, therefore, may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the securities of the Company, and if they are in any doubt about their position, they should consult their professional adviser(s).

By order of the Board

KENFORD GROUP HOLDINGS LIMITED PANG KIT TENG

Company Secretary

Hong Kong, 16 January 2017

As at the date of this announcement, the Board of the Company comprises two Executive Directors, namely Mr. Lam Wai Ming (Chairman), Mr. Tam Chi Sang (Managing Director) and three Independent Non-Executive Directors, namely Mr. Chiu Fan Wa, Mr. Choi Hon Keung and Mr. Li Chi Chung.

The Directors jointly and severally accept full responsibility for the accuracy of information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

Website: www.kenford.com.hk