Kee : 28-07-2017 ANNOUNCEMENT IN RELATION TO(1) APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR,(2) RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR,AND(3) CHANGE OF COMPOSITION OF AUDIT COMMITTEE,NOMINATION COMMITTEE AND REMUNERATION COMMITTEE

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KEE Holdings Company Limited

開 易 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2011)

ANNOUNCEMENT IN RELATION TO

1. APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR,

2. RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR, AND

3. CHANGE OF COMPOSITION OF AUDIT COMMITTEE,

NOMINATION COMMITTEE AND REMUNERATION COMMITTEE

This announcement is made pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the ''Listing Rules'').

The board (the ''Board'') of directors (the ''Directors'') of KEE Holdings Company Limited (the ''Company'', together with its subsidiaries, the ''Group'') announces that (i) Mr. Yau Pak Yue (''Mr. Yau'') has been appointed as an independent non-executive Director of the Company, with effect from 28 July 2017; (ii) Mr. Wong Yik Chung, John (''Mr. Wong'') has resigned as an independent non-executive Director, the chairman of the audit committee (the ''Audit Committee''), a member of the nomination committee (the ''Nomination Committee'') and the remuneration committee (the ''Remuneration Committee'') of the Company, with effect from 28 July 2017; (iii) Mr. Yau has been appointed as the chairman of the Audit Committee, the chairman of the Remuneration Committee and a member of the Nomination Committee, with effect from 28 July 2017; and

(iv) Mr. Leung Ka Tin (''Mr. Leung'') has been re-designated from a chairman to a member of the Remuneration Committee with effect from 28 July 2017.

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The Board is pleased to announce that with effect from 28 July 2017, Mr. Yau has been appointed as an independent non-executive Director of the Company. Biographical details of Mr. Yau are as follows:

Mr. Yau, aged 48, obtained his Bachelor of Commerce (majoring in Accountancy) from the University of Wollongong in Australia. He was the chief knowledge officer of Guangzhou Chengfa Capital Company Limited, a state-owned fund management company, from May 2015 to January 2017. Prior to that, he was the chief executive officer of Taiyang International Cold Chain (Group) Limited from March 2014 to July 2014, and a partner at Deloitte & Touche Financial Advisory Services Limited from June 2005 to November 2012. He has over 20 years of experience in mergers and acquisitions transaction supports and financial due diligence. Mr. Yau is also a certified practising public accountant in Hong Kong and Australia.

Mr. Yau is expected to enter into a service contract with the Company for a term of three years with effect from 28 July 2017, provided that either party may terminate such service contract at any time by giving at least three months' notice in writing. The service contract is expected to provide Mr. Yau with an annual remuneration of HK$144,000. In accordance with the Company's articles of association, Mr. Yau's appointment as an independent non- executive Director is subject to retirement by rotation and re-election at the Company's general meetings. The remuneration package of Mr. Yau is determined by reference to his duties, responsibilities as well as the Company's remuneration policy and the market benchmark and will be reviewed by the Board and the Remuneration Committee on an annual basis.

As at the date of this announcement, Mr. Yau has no interest in any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the ''SFO''). Mr. Yau does not have any relationships with any Directors, senior management, substantial shareholders or controlling shareholders (within the meaning of the Listing Rules) of the Company.

Save as disclosed above, (i) Mr. Yau has not held any directorship in any listed public companies in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications; and (ii) there is no further information to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no other matter which needs to be brought to the attention of the shareholders in relation to Mr. Yau's appointment.

The Board would like to take this opportunity to welcome Mr. Yau in joining the Company.

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The Board announces that with effect from 28 July 2017, Mr. Wong has resigned as an independent non-executive Director, the chairman of the Audit Committee, a member of the Nomination Committee and the Remuneration Committee of the Company, as he wishes to devote more time to his personal commitments.

Mr. Wong has confirmed that he has no disagreement with the Board. There are no other matters in relation to his resignation as an independent non-executive Director which need to be brought to the attention of the shareholders of the Company or The Stock Exchange of Hong Kong Limited.

The Board would like to express its sincere gratitude to Mr. Wong for his valuable contributions to the Company during his tenure of service.

CHANGE OF COMPOSITION OF AUDIT COMMITTEE, NOMINATION COMMITTEE AND REMUNERATION COMMITTEE

Following Mr. Wong's resignation, (i) Mr. Yau has been appointed as the chairman of the Audit Committee, the chairman of the Remuneration Committee and a member of the Nomination Committee, with effect from 28 July 2017; and (ii) Mr. Leung has been re- designated from the chairman to a member of the Remuneration Committee with effect from 28 July 2017.

By order of the Board

KEE Holdings Company Limited Wu David Hang

Chairman

Hong Kong, 28 July 2017

As at the date of this announcement, the directors of the Company are: Executive Directors:

Mr. Wu David Hang Ms. Feng Xiaoying

Independent non-executive Directors:

Mr. Yau Pak Yue

Mr. Tse Calvin Kai Chuen Mr. Leung Ka Tin