Henry : Update on the Number of Relevant Securities of the Company Pursuant to Rule 3.8 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.

HENRY GROUP HOLDINGS LIMITED

鎮 科 集 團 控 股 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 859)

UPDATE ON THE NUMBER OF RELEVANT SECURITIES OF THE COMPANY PURSUANT TO RULE 3.8 OF THE TAKEOVERS CODE

This announcement is made by Henry Group Holdings Limited (the ''Company'') pursuant to Rule 3.8 of The Hong Kong Code on Takeovers and Mergers (the ''Takeovers Code'').

Reference is made to the announcement of the Company dated 3 January 2017 in relation to a possible offer for the issued shares of the Company (the ''Announcement''). Capitalised terms used herein shall have the same meaning as those defined in the Announcement unless the context herein requires otherwise.

UPDATE ON THE NUMBER OF RELEVANT SECURITIES

The Board wishes to announce that on 12 January 2017, 500,000 Shares (the ''New Shares'') were allotted and issued by the Company pursuant to the exercise of 500,000 share options granted under the share option scheme of the Company adopted on 3 September 2003.

As of the date of this announcement and immediately after the allotment and issue of the New Shares as described above, the relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company in issue comprised (i) 1,029,043,534 Shares; (ii) outstanding options to subscribe for up to 44,252,658 Shares granted under the share options schemes of the Company; and (iii) outstanding convertible note with principal amount of approximately HK$72,000,000 which can be converted into 77,087,794 Shares. Save as aforementioned, the Company has no other relevant securities as at the date of this announcement.

DISCLOSURE OF DEALINGS

The associates (within the meaning ascribed thereto under the Takeovers Code, including but not limited to a person who owns or controls 5% or more of any class of relevant securities issued by the Company) of the Company are hereby reminded to disclose their dealings in the relevant securities of the Company under Rule 22 of the Takeovers Code.

In accordance with Rule 3.8 of the Takeovers Code, reproduced below is the full text of Note 11 to Rule 22 of the Takeovers Code:

''Responsibilities of stockbrokers, banks and other intermediaries

Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 and that those clients are willing to comply with them.

Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than $1 million.

This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.

Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.''

''Executive'' referred to above has the meaning ascribed to it under the Takeovers Code.

By order of the Board

Henry Group Holdings Limited Chan Kwok Hung

Executive Director

Hong Kong, 12 January 2017

As at the date of this announcement, the Board comprises: Mr. Ng Ian and Mr. Chan Kwok Hung as executive directors, Mr. Ng Chun For, Henry and Mr. Mak Wah Chi as non-executive directors and Mr. Li Kit Chee, Mr. Chan Kam Man and Mr. Chu Tak Sum as independent non- executive directors.

All the directors of the Company jointly and severally accept full responsibility for accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, 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.

* for identification purpose only