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.

TK Group (Holdings) Limited

東 江 集 團( 控 股 )有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2283)

SALE OF EXISTING SHARES

BY THE CONTROLLING SHAREHOLDER

This announcement is made pursuant to Rule 13.09(2)(a) of the Listing Rules and the Inside Information Provisions under Part XIVA of the SFO.

The Company was informed by Eastern Mix (the controlling shareholder of the Company), Mr. Li, Mr. Yung and Mr. Lee that the Secondary Block Trade Agreement was entered into on 19 June 2017 (after trading hours) amongst Eastern Mix as seller, Mr. Li, Mr. Yung and Mr. Lee as covenantors and the Manager for the Sale, on a best-effort basis, of up to 50,000,000 Sale Shares held by Eastern Mix to the Purchasers at HK$2.95 per Sale Shares.

Assuming all of the 50,000,000 Sale Shares are placed out, upon completion of the Sale, the number of Shares held by Eastern Mix will decrease from 421,520,000 Shares to 371,520,000 Shares, representing a decrease of shareholding from approximately 50.99% to approximately 44.95% of the existing issued share capital of the Company.

This announcement is made by TK Group (Holdings) Limited (the''Company'') pursuant to Rule 13.09(2)(a) of the Rules Governing the Listing of Securities on the The Stock Exchange of Hong Kong Limited (the''Listing Rules'') and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the''SFO'').

THE PLACING AGREEMENT

The Company was informed by Eastern Mix Company Limited (''Eastern Mix'') (the controlling shareholder of the Company), Mr. Li Pui Leung (''Mr. Li''), Mr. Yung Kin Cheung Michael (''Mr. Yung'') and Mr. Lee Leung Yiu (''Mr. Lee''), that a secondary block trade agreement (the''Secondary Block Trade Agreement'') was entered into on 19 June 2017 (after trading hours) amongst Eastern Mix as seller, Mr. Li, Mr. Yung and Mr. Lee as covenantors and CIMB Securities Limited (the''Manager'') pursuant to which the Manager as agent of Eastern Mix shall procure on a best-effort

basis purchasers which are'professional investors' (as defined in the Securities and Futures Ordinance) (the''Purchasers'') to purchase up to 50,000,000 shares (the''Sale Shares'') in the Company (the''Sale'') held by Eastern Mix at HK$2.95 per Sale Share. The closing of the Sale shall take place on the third business day after the date of the Secondary Block Trade Agreement or at such other time and/or date as Eastern Mix and the Manager may agree (''Closing Date''). In any event, the Closing Date shall not be later than 30 June 2017.

Pursuant to the Secondary Block Trade Agreement, each of the Seller, Mr. Li, Mr. Yung and Mr. Lee covenants with the Manager that each of them shall and shall procure that its/his nominees, any person controlled by it/him, any trust associated with it/him or any person acting on its/his or their behalf be subject to a lock-up arrangement for a period commencing from the date of the Secondary Block Trade Agreement and ending on the date which is 90 days after the Closing Date.

THE SHAREHOLDING STRUCTURE UPON COMPLETION OF THE PLACING

The 50,000,000 Sale Shares represent approximately 6.05% of the existing issued share capital of the Company. As at the date of this announcement, Eastern Mix holds 421,520,000 shares in the Company (the''Shares''), representing approximately 50.99% of the existing issued share capital of the Company. Assuming all of the 50,000,000 Sale Shares are placed out, upon completion of the Sale, the number of Shares held by Eastern Mix will decrease to 371,520,000 Shares, representing a decrease of shareholding to approximately 44.95% of the existing issued share capital of the Company.

The following is a summary of the shareholding structure of the Company as at the date of this announcement and immediately upon completion of the Sale (assuming all of the 50,000,000 Sale Shares are placed out):

Approximate shareholding as at the date of this

announcement

Approximate

Approximate shareholding immediately upon

completion of the Sale (assuming all of the

50,000,000 Sale Share are placed out)

Approximate

Number of Shares held

% of Shares

in issue

Number of Shares held

% of Shares

in issue

Eastern Mix1

421,520,000

50.99

371,520,000

44.95

Lead Smart Development Limited2

86,400,000

10.45

86,400,000

10.45

Cheer Union Development Limited3

53,760,000

6.5

53,760,000

6.5

Normal Times International Limited4

51,840,000

6.27

51,840,000

6.27

Public

213,080,000

2 5.79

263,080,000

31.83

Total826,600,000 100.00 8 26,600,000 100.00

Notes:

  1. Eastern Mix is held as to 45%, 28% and 27% by Mr. Li, Mr. Yung and Mr. Lee, all being executive Directors, respectively.

  2. Lead Smart Development Limited is held as to 100% by Mr. Li.

  3. Cheer Union Development Limited is held as to 100% by Mr. Yung.

  4. Normal Times International Limited is held as to 100% by Mr. Lee.

Pursuant to the Secondary Block Trade Agreement, the Manager shall use its reasonable endeavours and (to the extent that the Manager has actual knowledge as to the identity of the persons listed in the Secondary Block Trade Agreement) to ensure that the Purchasers shall be third parties independent from the Seller and its associates (as defined in the Listing Rules) and the directors, chief executive or substantial shareholders of the Company (as defined in the Listing Rules) or its subsidiaries or any of their respective associates.

The Company does not expect that the sale of existing shares by the controlling shareholder will have any adverse effect on the operations of the Company and its subsidiaries.

Shareholders and other investors of the Company are advised to exercise caution when dealing in the securities of the Company.

By order of the Board

TK Group (Holdings) Limited Li Pui Leung

Chairman

Hong Kong, 19 June 2017

As at the date of this announcement, the executive directors of the Company are Mr. Li Pui Leung, Mr. Yung Kin Cheung Michael, Mr. Lee Leung Yiu and Mr. Cheung Fong Wa; and the independent non-executive directors of the Company are Dr. Chung Chi Ping Roy, Mr. Ho Kenneth Kai Chung and Mr. Tsang Wah Kwong.

TK Group (Holdings) Limited published this content on 19 June 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 20 June 2017 02:06:08 UTC.

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