Lee Kee : RE-ELECTION OF RETIRING DIRECTORS, PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

If you are in any doubt as to any aspect of this document or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser. If you have sold all your shares in Lee Kee Holdings Limited, you should at once hand this document to the Purchaser or the bank, stockbroker or other agent through whom the sale was effected for transmission to the Purchaser.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 637) RE-ELECTION OF RETIRING DIRECTORS, PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting (the "Annual General Meeting") of Lee Kee Holdings Limited (the "Company") to be held at Longchamps Room, 3/F., Regal Kowloon Hotel, 71 Mody Road, Tsimshatsui, Hong Kong on Monday, 21st August 2017 at 3:00 p.m. (Hong Kong time) is set out in this circular. A form of proxy for use at the Annual General Meeting is also enclosed with this circular.

Whether or not you are able to attend the Annual General Meeting, please complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company's Hong Kong Branch Share Registrar and Transfer Office, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting.

21st July 2017

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 637)

Executive Directors:

Mr. CHAN Pak Chung (Chairman)

Ms. CHAN Yuen Shan, Clara

(Vice-Chairman & Chief Executive Officer)

Independent Non-Executive Directors:

Mr. CHUNG Wai Kwok, Jimmy Mr. HU Wai Kwok

Mr. HO Kwai Ching, Mark

Registered Office:

P.O. Box 309 GT Ugland House South Church Street George Town

Grand Cayman Cayman Islands

Head Office and Principal Place of Business in Hong Kong:

16 Dai Fat Street

Tai Po Industrial Estate New Territories

Hong Kong 21st July 2017

To the Shareholders of the Company

Dear Sir or Madam

RE-ELECTION OF RETIRING DIRECTORS, PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING INTRODUCTION

At the annual general meeting (the "Annual General Meeting") of Lee Kee Holdings Limited (the "Company") to be held on 21st August 2017, the notice of which (the "AGM Notice") is set out in this circular, two Directors of the Company ("Directors") mentioned below will retire and being eligible, offer themselves for re-election. Further, ordinary resolutions, as set out in the AGM Notice, will be proposed at the Annual General Meeting to grant the general mandates to the Board of Directors of the Company (the "Board") to allot and issue and repurchase shares of HK$0.1 each of the Company (the "Shares").

RE-ELECTION OF DIRECTORS

In accordance with Articles 130 of the Company's Articles of Association (the "Articles"), two Directors will retire and being eligible, offer themselves for re-election at the Annual General Meeting. The details of the two Directors are set out below:

Ms. CHAN Yuen Shan Clara ("Ms. Chan"), aged 45, is the Vice-Chairman, the Chief Executive Officer and an Executive Director of the Company, a director of principal subsidiaries of the Company. Ms. Chan joined the Group in November 1995 and is responsible for strategic direction and ensuring the implementation of the strategies and policies. She also leads the Group in the business development and operations. Ms. Chan has over 20 years of experience in the non- ferrous metals industry. She is a member of Listing Committee of The Stock Exchange of Hong Kong Limited, a member of the Lead and Zinc Committee of the London Metals Exchange and a member of the Board Risk Committee of LME Clear Limited. She is also a member of Energy Advisory Committee of HKSAR, a member of Vetting Committee of the SME Development Fund and the Dedicated Fund on Branding, Upgrading and Domestic Sales (Organisation Support Programme, an Executive Vice-President of Hong Kong Young Industrialist Council. She holds a Master Degree of Social Science in Global Political Economy from The Chinese University of Hong Kong. Ms. Chan is the daughter of Mr. CHAN Pak Chung and Ms. MA Siu Tao and sister of Mr. CHAN Ka Chun Patrick and Mrs. OKUSAKO CHAN Pui Shan Lillian. Ms. Chan entered into a service contract with the Company for an initial term of three years which can be terminated by either party with not less than three months' notice and she is entitled for a monthly salary (including basis salary, statutory mandatory provident fund contribution and others allowances) for HK$247,800 and a discretionary management bonus to be determined by the Remuneration Committee of the Board. Her remuneration is determined by the Remuneration Committee with reference to individual performance, duties, scope and then prevailing market conditions. Mr. HO Kwai Ching Mark ("Mr. Ho"), aged 55, is an Independent Non-executive Director of the Company, appointed in June of 2014. He is currently a consultant in the securities and futures industry. He was previously the Chief Operating Officer of Oriental Patron Securities Limited ("OPSL"). Prior to joining OPSL, he was the Chief Compliance Officer of Hong Kong Mercantile Exchange Limited, the Director of Business Development of Sun Hung Kai Securities Limited and a Director of Phillip Securities (HK) Limited. He was also previously Vice President of Corporate Strategy of Hong Kong Exchanges and Clearing Limited and Head of Compliance of Hong Kong Futures Exchange Limited. He has more than 23 years of experience in the securities and futures industry. He is also an independent non-executive director of Hengan International Group Company Limited (a company listed on The Stock Exchange of Hong Kong Limited). Mr. Ho entered into a letter of appointment with the Company for a term of two years which can be terminated by either party with not less than one month's notice and he is entitled to a monthly Director's fee for HK$20,000. His appointment is nominated by the Nomination Committee and remuneration is determined by the Board and reviewed by the Remuneration Committee of the Company with reference to the prevailing market conditions and the remuneration of existing Independent Non- executive Directors.

As recorded in the register required to be kept by the Company under Section 352 of Part XV of the Securities and Futures Ordinance (the "SFO") as at 17th July 2016 (the "Latest Practicable Date"), Ms. Chan is interested in 600,000,000 Shares (Note1), representing approximately 72.40% of the issued share capital of the Company. Mr. Ho is interested in 50,000 Shares (Note2), representing approximately 0.006% of the issued share capital of the Company.

Note:

1. The 600,000,000 Shares are held by Gold Alliance Global Services Limited ("GAGSL") whose entire share capital is held by Gold Alliance International Management Limited ("GAIML") which is in turn held by HSBC International Trustee Limited ("HSBC Trustee") acting as the trustee of the P.C. CHAN Family Trust. The P.C. CHAN Family Trust is an irrevocable discretionary trust set up by Mr. CHAN Pak Chung as settlor and HSBC Trustee as trustee. The discretionary objects of which include Ms. Chan and other family members of Mr. CHAN Pak Chung. Ms. Chan is deemed to be interested in the 600,000,000 Shares under the SFO.

2. Mr. HO is deemed to be interested in the 50,000 Shares held by his spouse.