Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no
responsibility for the contents of this joint 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 joint announcement.
This joint announcement is for information purpose only and does not constitute an invitation or
offer to acquire, purchase or subscribe for any securities of the Company.
CHINA CONSUME ELDERLY
CARE HOLDINGS LIMITED
中國消費養老控股有限公司
(incorporated in the Republic of Seychelles with limited liability)
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)
JOINT ANNOUNCEMENT
(1) DESPATCH OF COMPOSITE OFFER AND RESPONSE DOCUMENT
RELATING TO
UNCONDITIONAL MANDATORY CASH OFFER BY
FOR AND ON BEHALF OF THE OFFEROR
FOR ALL THE ISSUED SHARES IN THE COMPANY
(OTHER THAN THOSE SHARES ALREADY OWNED AND/OR AGREED TO BE
ACQUIRED BY THE OFFEROR AND PARTIES ACTING IN CONCERT WITH IT);
AND
(2) APPOINTMENT OF DIRECTORS
Financial Adviser to the Offeror
Independent Financial Adviser to the Independent Board Committee of
Walker Group Holdings Limited
References are made to (i) the announcements jointly issued by Walker Group Holdings Limited (the
“Company”) and China Consume Elderly Care Holdings Limited (the “Offeror”) dated 13 January
2016 and 14 January 2016; and (ii) the composite offer and response document jointly issued by the
Offeror and the Company dated 3 February 2016 (the “Composite Offer Document”) in relation
to, among other things, the unconditional mandatory cash offer being made by Kingston Securities
Limited for and on behalf of the Offeror, for all the issued shares of the Company not already owned
and/or agreed to be acquired by the Offeror and/or parties acting in concert with it. Capitalised terms
used herein shall have the same meanings as those defined in the Composite Offer Document unless
the context requires otherwise.
* For identification purposes only
—1—
DESPATCH OF THE COMPOSITE OFFER DOCUMENT
The Composite Offer Document setting out, among other things, (i) details of the Offer (including
the expected timetable); (ii) the letter from Kingston Securities; (iii) the letter from the Board;
(iv) the letter from the Independent Board Committee; and (v) the letter from BOSC International,
together with the Form of Acceptance, has been despatched to the Independent Shareholders on 3
February 2016 in accordance with the Takeovers Code.
Independent Shareholders are strongly advised to read the Composite Offer Document and
the Form of Acceptance carefully, including the recommendation from the Independent Board
Committee and the advice from BOSC International, before deciding whether or not to accept
the Offer.
Independent Shareholders and potential investors are advised to exercise caution when dealing
in the Shares.
EXPECTED TIMETABLE
The Offer commenced for acceptance on Wednesday, 3 February 2016 and the latest time and date
for acceptance of the Offer is at 4:00 p.m. on Wednesday, 24 February 2016 unless the Offeror
revises or extends the Offer in accordance with the Takeovers Code. An announcement will be issued
on the websites of the Stock Exchange and the Company by 7:00 p.m. on Wednesday, 24 February
2016 stating whether the Offer has been revised or extended or has expired. The expected timetable
of the Offer is set out below:
2016
Despatch date of the Composite Offer Document and
the accompanying Form of Acceptance and
commencement of the Offer (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 3 February
Latest time and date for acceptance
of the Offer (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Wednesday, 24 February
Closing Date of the Offer (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 24 February
Announcement of the results of the Offer
(or its extension of revision, if any)
on the website of the Stock Exchange (Note 2) . . . . . . . . . . . . . . . . . . . . . no later than 7:00 p.m.
on Wednesday, 24 February
Latest date of posting of remittances in respect
of valid acceptances received under the Offer (Note 3) . . . . . . . . . . . . . . . . . . . . Friday, 4 March
—2—
Notes:
(1) The Offer, which is unconditional in all respects, is made on 3 February 2016, the date of the Composite
Offer Document, and is capable of acceptance on and from that date until the Closing Date.
(2) The Offer must remain open for acceptance for at least 21 days following the date on which the
Composite Offer Document is posted. The Offer will be closed at 4:00 p.m. on the Closing Date unless
the Offeror revises or extends the Offer in accordance with the Takeovers Code. An announcement
will be jointly issued by the Company and the Offeror through the website of the Stock Exchange no
later than 7:00 p.m. on the Closing Date stating the results of the Offer and whether the Offer has been
revised or extended or has expired. In the event that the Offeror decides that the Offer will remain open,
the announcement will state the next closing date of the Offer or that the Offer will remain open until
further notice. In the latter case, at least 14 days’ notice in writing will be given, before the Offer is
closed, to those Independent Shareholders who have not accepted the Offer. If there is a tropical cyclone
warning signal number 8 or above or a “black” rainstorm warning signal in force on the Closing Date
and (i) not cancelled in time for trading on the Stock Exchange to resume in the afternoon, the time and
date of the close of the Offer will be postponed to 4:00 p.m. on the next Business Day which does not
have either of those warnings in force in Hong Kong or such other day as the Executive may approve;
or (ii) cancelled in time for trading on the Stock Exchange to resume in the afternoon, the time and date
of the close of the Offer will be the same day, i.e. 4:00 p.m. on the Closing Date.
(3) Remittances in respect of acceptance of the Offer (after deducting the seller’s ad valorem stamp duty)
will be made as soon as possible but in any event within seven Business Days of the date on which
the duly completed acceptance of the Offer and the relevant documents of title of the Shares in respect
of such acceptance are received by or for the Offeror to render each such acceptance of any of the
Offer complete and valid. Remittances in respect of acceptance of the Offer will be despatched to the
accepting Independent Shareholders by ordinary post at their own risk.
All times and dates contained in this joint announcement, the Composite Offer Document and
the Form of Acceptance shall refer to Hong Kong times and dates.
APPOINTMENT OF DIRECTORS
The Board currently comprises six Directors, including three executive Directors, namely Ms. Chan,
Mr. KIU Wai Ming and Mr. HUNG Tin Chun and three independent non-executive Directors, namely
Mr. SZE Tsai Ping, Michael, Dr. FAN Yiu Kwan, JP and Mr. LEE Kwan Hung. As stated in the
Composite Offer Document, pursuant to the terms of the SP Agreement, subject to the Completion,
the Vendors shall cause all Directors, except Ms. Chan and Mr. KIU Wai Ming, to give notice to
resign as director of the Company with effect from a date to be determined by the Offeror and such
effective date shall be permitted under (or pursuant to any dispensation from) the Takeovers Code or
by the SFC.
Furthermore, the Offeror intends to nominate two new members to the Board, namely Mr. ZHU
Xiaojun (“Mr. Zhu”) and Mr. KANG Jianming (“Mr. Kang”) as executive Directors. Such
appointments will only take effect after the date of despatch of the Composite Offer Document in
accordance with the requirements of the Takeovers Code.
—3—
The Board is pleased to announce that each of Mr. Zhu and Mr. Kang has been appointed as a new
executive Director and Mr. Zhu has also been appointed as a member of the remuneration committee
and nomination committee of the Board with effect from 3 February 2016 after the despatch of the
Composite Offer Document.
Set out below are the biographies of each of Mr. Zhu and Mr. Kang (collectively, the “Appointed
Directors”):
Mr. Zhu, aged 45, is experienced in the industry of electronic commerce in the PRC. He is currently
the general manager of 上海旭日養老服務有限公司 (Shanghai Xuri Elderly Care Services Company
Limited*), which is engaged in the provision of pension-related financial products and services in
the PRC, with certain projects operating in alliance with a fund in the PRC and several banking
institutions in the PRC (including a joint venture company formed by banking institutions in the
PRC which is engaged in electronic-payment-related services).
There is currently no service contract entered into between the Company and Mr. Zhu. Mr. Zhu is
not appointed for a specific term. He will hold office until the next annual general meeting of the
Company and will retire at that general meeting but will be eligible for re-election pursuant to the
articles of association of the Company. The Board will determine the emoluments of Mr. Zhu with
reference to his duties and responsibilities within the Group.
As at the date of this joint announcement and by virtue of the SFO, Mr. Zhu is deemed to be
interested in 387,657,500 shares of the Company held by the Offeror, representing approximately
60.44% of the entire issued share capital of the Company. The Offeror is wholly and beneficially
owned by Mr. Zhu.
Save as disclosed above, as at the date of this joint announcement, Mr. Zhu did not (i) hold any
positions in other members of the Group; (ii) hold any directorship in listed public companies
in Hong Kong or overseas during the past three years; (iii) hold other major appointments and
professional qualifications; (iv) have any relationships with any other directors, senior management
or substantial or controlling shareholders of the Company; and (v) have any interest in the Shares,
underlying Shares or debentures of the Company within the meaning of Part XV of the SFO and
he is not aware of any other matters that need to be brought to the attention of the holders of the
securities of the Company.
Save as disclosed above, there is no information in relation to Mr. Zhu that should be disclosed
pursuant to Rule 13.51(2) of the Listing Rules.
Mr. Kang, aged 41, graduated from the Beijing Normal University（北京師範大學）in the PRC with a
master degree in philosophy. He also completed an Executive MBA programme from the Zhongshan
University（中山大學）in the PRC and the China UnionPay Senior Management Programme from the
Business and Administration Department of the Tsinghua University（清華大學）in the PRC.
* For identification purposes only
—4—
Mr. Kang worked as an economist in the Guangdong Branch of the Industrial and Commercial Bank
of China Limited（中國工商銀行有限公司） from March 2005 to December 2006. Afterwards, he
worked as the business director of Guangzhou UnionPay Network Payment Company Limited（廣州
銀聯網絡支付有限公司）from October 2007 to September 2015.
Mr. Kang obtained the intermediate level qualification in Finance and Economics conferred by the
Ministry of Personnel of the Government of the PRC (currently known as the Ministry of Human
Resources and Social Security of the Government of the PRC) in November 2002. In November
2014, Mr. Kang was appointed as a member of the 3rd Committee of the Guangdong’s Association
for Promotion of Cooperation between Guangdong, Hong Kong & Macao（廣東省粵港澳合作促進
會）.
There is currently no service contract entered into between the Company and Mr. Kang. Mr. Kang
is not appointed for a specific term. He will hold office until the next annual general meeting of the
Company and will retire at that general meeting but will be eligible for re-election pursuant to the
articles of association of the Company. The Board will determine the emoluments of Mr. Kang with
reference to his duties and responsibilities within the Group.
Save as disclosed above, as at the Latest Practicable Date, Mr. Kang did not (i) hold any positions
in other members of the Group; (ii) hold any directorship in listed public companies in Hong
Kong or overseas during the past three years; (iii) hold other major appointments and professional
qualifications; (iv) have any relationships with any other directors, senior management or substantial
or controlling shareholders of the Company; and (v) have any interest in the Shares, underlying
Shares or debentures of the Company within the meaning of Part XV of the SFO and he is not aware
of any other matters that need to be brought to the attention of the holders of the securities of the
Company.
Save as disclosed above, there is no information in relation to Mr. Kang that should be disclosed
pursuant to Rule 13.51(2) of the Listing Rules.
In addition, the Offeror is in the course of identifying suitable candidates to be appointed as
independent non-executive Directors and once they are identified, such candidates may be appointed
as independent non-executive Directors after the despatch of the Composite Offer Document. Any
changes to the Board will be made in compliance with the Takeovers Code and the Listing Rules.
Further announcement will be made upon any change in the composition of the Board.
The Board would like to take this opportunity to express its warmest welcome to the Appointed
Directors for joining the Company.
By order of the board
China Consume Elderly Care Holdings Limited
Zhu Xiaojun
Director
Hong Kong, 3 February 2016
—5—
By order of the board
Walker Group Holdings Limited
Kiu Wai Ming
Executive Director
As at the date of this joint announcement, the Board comprises:
Executive Directors:
Ms. CHAN Mei Sheung
Mr. KIU Wai Ming
Mr. HUNG Tin Chun
Mr. ZHU Xiaojun
Mr. KANG Jianming
Independent Non-executive Directors:
Mr. SZE Tsai Ping, Michael
Dr. FAN Yiu Kwan, JP
Mr. LEE Kwan Hung
The Directors jointly and severally accept full responsibility for the accuracy of the information
contained in this joint announcement (other than that relating to the Offeror and parties acting
in concert with it) and confirm, having made all reasonable inquiries, that to the best of their
knowledge, opinions expressed in this joint announcement (other than opinions expressed by
the Offeror and parties acting in concert with it) have been arrived at after due and careful
consideration and there are no other facts not contained in this joint announcement, the omission of
which would make any statement in this joint announcement misleading.
As at the date of this joint announcement, Mr. ZHU Xiaojun（ 朱曉軍）is the sole director of the
Offeror.
The sole director of the Offeror accepts full responsibility for the accuracy of the information
contained in this joint announcement (other than that relating to the Company, the Vendors and
parties acting in concert with any of them) and confirms, having made all reasonable inquiries, that
to the best of his knowledge, opinions expressed in this joint announcement (other than opinions
expressed by the Company, the Vendors and parties acting in concert with any of them) have been
arrived at after due and careful consideration and there are no other facts not contained in this
joint announcement, the omission of which would make any statement in this joint announcement
misleading.
The English names of the PRC entities in asterisks are given for reference only.
The English text of this joint announcement shall prevail over its Chinese text.
—6—