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.

WALKER GROUP HOLDINGS LIMITED

盈 進 集 團 控 股 有 限 公 司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1386)
  1. RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND CHANGE IN THE COMPOSITION OF THE AUDIT COMMITTEE AND NOMINATION COMMITTEE
  2. NON-COMPLIANCE WITH RULES 3.10(1) AND 3.21 OF LISTING RULES AND CODE PROVISION A.5.1 OF CORPORATE GOVERNANCE CODE OF LISTING
RULES RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND CHANGE IN THE COMPOSITION OF THE AUDIT COMMITTEE AND NOMINATION COMMITTEE

The Board announces that Mr. Hu Jinxing has resigned as the independent non-executive Director and ceased to be the member of both of the audit committee and nomination committee of the Board with effect from 15 November 2016.

NON-COMPLIANCE WITH RULES 3.10(1) AND 3.21 OF LISTING RULES AND CODE PROVISION A.5.1 OF CORPORATE GOVERNANCE CODE OF LISTING RULES

Following the resignation of Mr. Hu, the Company has two independent non-executive Directors, the audit committee of the Board comprises only two members and the nomination committee of the Board comprises the chairman of the Board and one independent non-executive Director. It fails to meet the requirements under Rules 3.10(1) and 3.21 of the Listing Rules and code provision A.5.1 of Corporate Governance Code contained in Appendix 14 of the Listing Rules.

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND CHANGE IN THE COMPOSITION OF THE AUDIT COMMITTEE AND NOMINATION COMMITTEE

The board (the "Board") of directors (each a "Director") of Walker Group Holdings Limited (the "Company" and together with its subsidiaries, the "Group") announces that Mr. Hu Jinxing ("Mr. Hu") has resigned as the independent non-executive Director and ceased to be the member of

* For identification purpose only

both of the audit committee and nomination committee of the Board with effect from 15 November 2016 due to personal reason.

Mr. Hu has confirmed that he has no disagreement with the Board and there is no other matter which needs to be brought to the attention of the shareholders of the Company and The Stock Exchange of Hong Kong Limited (the "Stock Exchange") in relation to his resignation.

The Board would like to take this opportunity to express its sincere gratitude to Mr. Hu for his valuable contributions to the Company during his tenure of office.

NON-COMPLIANCE WITH RULES 3.10(1) AND 3.21 OF LISTING RULES AND CODE PROVISION A.5.1 OF CORPORATE GOVERNANCE CODE OF LISTING RULES

Following the resignation of Mr. Hu, the Company has two independent non-executive Directors, the audit committee of the Board comprises only two members and the nomination committee of the Board comprises the chairman of the Board and one independent non-executive Director. It fails to meet the requirements under Rules 3.10(1) and 3.21 of the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules") and code provision A.5.1 of Corporate Governance Code contained in Appendix 14 of the Listing Rules.

As such, the Board will make its best endeavours to identify suitable candidate to fill the vacancy as soon as practicable, with the relevant appointment to be made within three months from the date of this announcement to meet the requirements under the Listing Rules.

By order of the Board

Walker Group Holdings Limited Zhu Xiaojun

Chairman

Hong Kong, 15 November 2016

As at the date of this announcement, the Board comprises:

Executive Directors:

Mr. ZHU Xiaojun

Mr. KANG Jianming Ms. CAI Jiaying

Mr. YIN Wansun

Independent non-executive Directors:

Dr. HE Chengying Ms. ZHAO Hong

Walker Group Holdings Limited published this content on 15 November 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 15 November 2016 12:43:13 UTC.

Original documenthttp://www.walkershop.com.hk/wcms-common/temp/201611152023380751/e_1386_Resignation of INED_20161115.pdf

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