GT : DISCLOSABLE TRANSACTION 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 PROVISION OF FINANCIAL ASSISTANCE

The Board is pleased to announce that on 22 January 2019, Global Wealth (an indirect wholly-owned subsidiary of the Company) entered into the Loan Agreement with the Borrower and the Guarantor, pursuant to which Global Wealth has agreed to provide an unsecured revolving loan in a principle amount of up to HK$21,000,000 to the Borrower for a term of 12 months.

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 is more than 5% but less than 25%, the loan granted under the Loan 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 22 January 2019, Global Wealth entered into the Loan Agreement with the Borrower and the Guarantor, pursuant to which Global Wealth has agreed to provide an unsecured revolving loan in a principle amount of up to HK$21,000,000 to the Borrower for a term of 12 months.

THE LOAN AGREEMENT

Summarised below are the principal terms of the Loan Agreement.

Date : 22 January 2019

Lender : Global Wealth

Borrower

• : A company incorporated in British Virgin Islands which, to the best of the Directors' knowledge, information and belief having made all reasonable enquiry, is an Independent Third Party.

  Guarantor of the

  Borrower

• : A individual who, to the best of the Directors' knowledge, information and belief having made all reasonable enquiry, is an Independent Third Party of the Company and connected persons of the Company. The Guarantor is the sole director and sole registered shareholder of the Borrower.

  Maximum principal amount of the Loan

• : Up to HK$21,000,000.

  Interest Rate

• : 13% per annum, payable in full at the end of the Term together with the repayment of the Loan.

  Term : 12 months from the date of the first drawdown.

  Guarantee

• : Personal guarantee provided by Guarantor in favour of Global Wealth to secure the obligation of the Borrower under the Loan Agreement.

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

  Any part of the Loan prepaid can be re-borrowed during the drawdown period.

  The terms of the Loan Agreement were arrived at after arm's length negotiations amongst Global Wealth and the Borrower with reference to the commercial practice, the financial standing of the Borrower and the costs of funds of the Group.

  FUNDING OF THE LOAN

  The Group will finance the Loan by internal resources.

INFORMATION ON THE GROUP AND GLOBAL WEALTH

The Company is an investment holding company. The Group is principally engaged in the trading of goods, provision of finance, property development, brokerage and securities investment businesses. The Group will continue to explore suitable and/or attractive investment opportunities for further expansion of its existing businesses, such as money-lending, securities investment and enhancement of margin loans for its securities brokerage business and property development.

Global Wealth 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 LOAN AGREEMENT

The advance of the Loan is made in the ordinary course of the Group's financing business. Taking into account of the satisfactory financial background of the Borrower and the personal guarantee by the Guarantor, and the revenue and cash flow that can be generated from the Loan, the Directors consider that the terms of the Loan Agreement and the entering into of the Loan 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 under the Loan 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, is more than 5% but less than 25%, the Loan granted under the Loan 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 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 Directors
''Borrower''	the borrower under the Loan 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''	Global Wealth Finance Limited, a limited liability company
incorporated in Hong Kong and an indirect wholly-owned
subsidiary of the Company and a licensed money lender
under Money Lenders Ordinance (Chapter 163 of the Laws
of Hong Kong)
''Group''	the Company and its subsidiaries
''Guarantor''	the guarantor of the Borrower's obligations under the Loan
Agreement
''Hong Kong''	the Hong Kong Special Administrative Region of the
People's Republic of China
''Independent Third	party(ies) who is/are independent of the Company and its
Party(ies)''	connected person(s) (as defined in the Listing Rules)
''Listing Rules''	The Rules Governing the Listing of Securities on the Stock
Exchange
''Loan''	an unsecured revolving loan in a principal amount of up to
HK$21,000,000 provided by Global Wealth to the Borrower
under the Loan Agreement
''Loan Agreement''	the loan agreement dated 22 January 2019 entered into
between Global Wealth, the Borrower and the Guarantor in
respect of the Loan
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
GT GROUP HOLDINGS LIMITED
Chairman
Hong Kong, 22 January 2019

By order of the board of

Li Dong

As at the date of this announcement, the Board comprises four Executive Directors, namely Mr. Li Dong (Chairman), Ms. Ng Shin Kwan, Christine, Mr. Chan Ah Fei and Mr. Liang Shan and three Independent Non-executive Directors, namely Dr. Wong Yun Kuen, Mr.

Wong Shun Loy and Mr. Hu Chao.