WT Group Holdings Limited — Major Shareholding Notification 2021

Mar 22, 2021

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.

WT GROUP HOLDINGS LIMITED WT 集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8422)

INSIDE INFORMATION DISPOSAL OF SHARES BY CONTROLLING SHAREHOLDER AND RESTORATION OF THE PUBLIC FLOAT

This announcement is made by WT Group Holdings Limited (the ‘‘Company’’, and together with its subsidiaries, the ‘‘Group’’) pursuant to Rules 17.10(2) and 11.23(7) of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the ‘‘GEM Listing Rules’’) and the Inside Information Provisions (as defined in the GEM Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Reference is made to the announcements of the Company dated 3 December 2020, 31 December 2020, 29 January 2021 and 8 March 2021 (collectively, the ‘‘Announcements’’) in relation to the public float of the Company. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcements.

DISPOSAL OF SHARES BY CONTROLLING SHAREHOLDER

The Board was notified by Talent Gain Ventures Limited (‘‘Talent Gain’’), a controlling Shareholder, that on 22 March 2021, Talent Gain (as vendor) and Mr. Wong Tak Kwong Joly (‘‘Mr. Wong’’) (as purchaser, the ‘‘Purchaser’’) entered into a share purchase agreement (the ‘‘Share Purchase Agreement’’) to sell 12,000,000 Shares beneficially held by Talent Gain (representing 1.2% of the total number of issued Shares as at the date of this announcement) at a price of HK$0.0622 per Share, for a total consideration of HK$746,400 (the ‘‘Disposal’’).

The Board was also informed by Talent Gain that the completion of the Disposal took place on 22 March 2021. To the best of the knowledge, information and belief of the Directors, Mr. Wong is independent of and not connected with the Company and its connected persons (as defined in the GEM Listing Rules).

Immediately before the Disposal, Talent Gain held a total of 638,600,000 Shares, representing 63.86% of the total number of issued Shares. Upon completion of the Disposal, Talent Gain held a total of 626,600,000 Shares, representing 62.66% of the total number of issued Shares as at the date of this announcement and shall remain as a controlling Shareholder.

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The Board does not expect the Disposal to have any significant impact on the Group’s business operation.

RESTORATION OF THE PUBLIC FLOAT

To the best knowledge, information and belief of the Directors, immediately after the Disposal and as at the date of this announcement, the public float of the Company is approximately 25.03%. As such, the public float of the Company has been restored and the Company has fulfilled the minimum public float requirement under Rule 11.23(7) of the GEM Listing Rules. To the best knowledge, information and belief of the Directors, the Company’s shareholding structure upon the completion of the Disposal and as at the date of this announcement is as follows:

ShareholdersControlling Shareholder:Talent Gain (Note)Substantial Shareholder:CS AsiaSubtotalPublic ShareholdersTotal	Number ofShares held626,600,000123,140,000749,740,000250,260,0001,000,000,000	Approximatepercentage ofthe totalnumber ofissued Sharesof theCompany62.66%12.31%
		74.97%25.03%
		100%

Note: Talent Gain is an investment holding company incorporated in the British Virgin Islands. It is owned as to 34% by Mr. Kung Cheung Fai Patrick (‘‘Mr. Kung’’) and 33% by Mr. Kam Kin Bun (‘‘Mr. Kam’’), who are the executive Directors of the Company and 33% by Mr. Yip Shiu Ching (‘‘Mr. Yip’’) (deceased). Pursuant to a concert party deed dated 18 July 2017, Mr. Kung, Mr. Kam and Mr. Yip (deceased) are acting in concert with one another and each of them is deemed to exercise or control the exercise of the voting power of Talent Gain at general meetings of the Company, and is therefore deemed to be interested in the Shares which Talent Gain is interested under the Securities and Futures Ordinance.

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Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares of the Company.

By order of the Board WT Group Holdings Limited Kam Kin Bun Chairman and Executive Director

Hong Kong, 22 March 2021

As at the date of this announcement, the Board comprises Mr. Kam Kin Bun (Chairman) and Mr. Kung Cheung Fai Patrick as executive Directors; Mr. Leung Chi Hung, Ms. Wong Lai Na and Ms. Yen Kwun Wing as independent non-executive Directors.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

This announcement will remain on the ‘‘Latest Company Announcements’’ page of the GEM website at www.hkgem.com for at least 7 days from the date of its publication and on the Company’s website at www.wtgholdings.com.

This announcement is prepared in English language and translated into Chinese. In the event of any inconsistencies between the Chinese and the English version, the latter shall prevail.

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