Lung Kee Bermuda : PROPOSALS FOR GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE SHARES AND RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all your shares in Lung Kee (Bermuda) Holdings Limited, you should at once hand this circular to the purchaser or to 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, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this document.

LUNG KEE (BERMUDA) HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 255)

PROPOSALS FOR

GENERAL MANDATES

TO BUY BACK SHARES AND TO ISSUE SHARES

AND

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting to be held at Gloucester Room, 2nd Floor, Mandarin Oriental Hotel, 5 Connaught Road Central, Hong Kong on Monday, 31st May, 2021 at 3 : 30 p.m. is set out on pages 11 to 15 of this circular. Shareholders are advised to read the notice and to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the head office and principal place of business of the Company at Unit A, 15th Floor, Kings Wing Plaza 2, No.1 On Kwan Street, Sha Tin, New Territories, Hong Kong as soon as possible but in any event not later than 3 : 30 p.m. on 29th May, 2021 (being at least 48 hours before the time fixed for holding the meeting) or not less than 48 hours before the time of the holding of any adjourned meeting.

Hong Kong, 13th April, 2021

CONTENTS

			Pages
Definitions	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
2.	General Mandate to Buy Back Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
3.	General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
4.	Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
5.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
6.	Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
7.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I	- Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix II	- Details of the Directors proposed to be re-elected
		at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

- i -

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context requires otherwise:

''Annual General Meeting''	the annual general meeting of the Company to be convened and held
	at Gloucester Room, 2nd Floor, Mandarin Oriental Hotel, 5
	Connaught Road Central, Hong Kong on 31st May, 2021 at 3 : 30
	p.m. or, where the context so admits, any adjournment thereof

''Board''

''Company''

''Director(s)'' ''Group''

''HKSE''

''HK$''

''Hong Kong''

''Latest Practicable Date''

''Listing Rules''

''Nomination Committee'' ''SGX-ST''

''Share(s)''

''Share Buy-back Mandate''

''Share Issue Mandate''

''Shareholder(s)'' ''Singapore Code'' ''Takeovers Code''

the board of Directors

Lung Kee (Bermuda) Holdings Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the

HKSE

director(s) of the Company for the time being

the Company, its subsidiaries and/or its associated companies from time to time

The Stock Exchange of Hong Kong Limited

Hong Kong dollars, the lawful currency of Hong Kong

the Hong Kong Special Administrative Region of the People's Republic of China

31st March, 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

the Rules Governing the Listing of Securities on the HKSE

the Nomination Committee of the Company

Singapore Exchange Securities Trading Limited

share(s) of HK$0.10 each in the capital of the Company

the proposed general mandate to be granted to the Directors to buy back Shares as defined in paragraph 2 of the Letter from the Board contained in this circular

the proposed general mandate to be granted to the Directors to allot, issue and deal in Shares as defined in paragraph 3 of the Letter from the Board contained in this circular

holder(s) of Share(s)

The Singapore Code on Take-overs and Mergers

The Code on Takeovers and Mergers approved by the Hong Kong Securities and Futures Commission as amended from time to time

''%''

per cent.

- 1 -

LETTER FROM THE BOARD

LUNG KEE (BERMUDA) HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 255)

Executive Directors:	Registered Office:
Mr. Siu Tit Lung (Chairman)	Clarendon House
Mr. Siu Yuk Lung (Managing Director)	2 Church Street
Mr. Wai Lung Shing	Hamilton HM11
Mr. Ting Chung Ho	Bermuda
Mr. Siu Yuk Tung, Ivan
Mr. Siu Yu Hang, Leo	Head Office and
	Principal Place of Business:
Independent Non-Executive Directors:	Unit A, 15th Floor
Dr. Lee Tat Yee	Kings Wing Plaza 2
Mr. Lee Joo Hai	No.1 On Kwan Street
Mr. Wong Hak Kun	Sha Tin
	New Territories
	Hong Kong
	13th April, 2021
To the Shareholders
Dear Sir or Madam,

PROPOSALS FOR

GENERAL MANDATES

TO BUY BACK SHARES AND TO ISSUE SHARES

AND

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with details regarding the proposed general mandates to buy back the fully paid up Shares and to issue Shares and re-election of retiring directors of the Company.

At the annual general meeting of the Company held on 1st June, 2020, a general mandate was given to the Directors to exercise the powers of the Company to buy back Shares and another general mandate was given to the Directors to allot, issue and deal with Shares. These general mandates will lapse at the conclusion of the Annual General Meeting.

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LETTER FROM THE BOARD

2. GENERAL MANDATE TO BUY BACK SHARES

An ordinary resolution as Resolution No. 9 in the notice of the Annual General Meeting will be proposed at the Annual General Meeting to approve a fresh general mandate to be given to the Directors to exercise the powers of the Company to buy back Shares at any time until the next annual general meeting of the Company or such earlier date on which the authority given under this resolution is revoked or varied by ordinary resolution of the Shareholders in general meeting, on the basis that no further Shares are issued or bought back prior to the Annual General Meeting, a maximum of 63,167,730 Shares, being Shares up to a maximum of 10% of the share capital of the Company in issue at the date of passing the relevant resolution (the ''Share Buy-back Mandate'').

An explanatory statement as required under the Listing Rules to provide the requisite information is set out in the Appendix I hereto. Under the listing rules of the SGX-ST, as the Company has only a secondary listing in Singapore, the Company is not required to comply with the continuous listing obligations of the SGX-ST, subject to the requirement that any public announcements or disclosures made by the Company to the HKSE must be contemporaneously released to the SGX-ST.

3. GENERAL MANDATE TO ISSUE SHARES

There will also be proposed at the Annual General Meeting two ordinary resolutions as Resolutions Nos. 8 and 10 in the notice of the Annual General Meeting respectively granting to the Directors a general mandate to allot, issue and deal with, on the basis that no further Shares are issued or bought back prior to the Annual General Meeting, a maximum of 126,335,460 Shares, being Shares not exceeding 20% of the share capital of the Company in issue at the date of passing the relevant resolution until the next annual general meeting of the Company or such earlier date on which the authority given under this resolution is revoked or varied by ordinary resolution of the Shareholders in general meeting (the ''Share Issue Mandate'') and adding to such general mandate so granted to the Directors any Shares bought back by the Company under the Share Buy-back Mandate, provided that such extended amount shall not exceed 10% of the share capital of the Company in issue at the date of passing the relevant resolution.

4. RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, the executive directors of the Company are Mr. Siu Tit Lung, Mr. Siu Yuk Lung, Mr. Wai Lung Shing, Mr. Ting Chung Ho, Mr. Siu Yuk Tung, Ivan and Mr. Siu Yu Hang, Leo; and the independent non-executive directors of the Company are, Dr. Lee Tat Yee, Mr. Lee Joo Hai and Mr. Wong Hak Kun.

Pursuant to the Bye-law 87(1) and Bye law 169(2) of the Bye-laws of the Company, Mr. Siu Yuk Lung, Mr. Wai Lung Shing and Dr. Lee Tat Yee, shall retire from office by rotation at the Annual General Meeting and shall be eligible for re-election. Details of the Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix II of this circular.

The Company received, from each of the independent non-executive directors, annual confirmation of his independence pursuant to Rule 3.13 of the Listing Rules. The Nomination Committee assessed the independence of the independent non-executive directors, including Dr. Lee Tat Yee who has offered himself for re-election at the Annual General Meeting and affirmed that all independent non-executive directors remained independent.

The Nomination Committee evaluated the performance of Dr. Lee Tat Yee and is of the view that Dr. Lee Tat Yee has provided valuable contribution to the Company and has demonstrated his ability to provide independent, balanced and objective view to the Company's affairs. The Nomination Committee is also of the view that Dr. Lee Tat Yee would bring to the Board his own perspective, skills and experience, as further described in his details in Appendix II of this circular.

- 3 -

LETTER FROM THE BOARD

Based on the board diversity policy adopted by the Company, the Nomination Committee considers that Dr. Lee Tat Yee could contribute to the diversity of the Board, in particular, with his strong educational background and professional experience in his expertise.

The Board noted that Dr. Lee Tat Yee has served as the independent non-executive director for more than nine years. To the best knowledge of the Directors, as at the Latest Practicable Date, the Company is not aware of any matter that may occur and affect the independence of Dr. Lee Tat Yee. Dr. Lee Tat Yee had performed his duty as the independent non-executive director to the satisfaction of the Board. Through exercising the scrutinizing and monitoring functions of the independent non-executive director, he had contributed to the Board by maintaining an upright and efficient Board and safeguarding the interests of Shareholders. The Board is of the opinion that the long service of Dr. Lee Tat Yee would not affect his exercise of independent judgement and believes that his valuable knowledge and experience will continue to generate contribution to the Board, the Company and the Shareholders as a whole.

The Nomination Committee nominated and the Board recommended Mr. Siu Yuk Lung, Mr. Wai Lung Shing and Dr. Lee Tat Yee to stand for re-election as Directors at the Annual General Meeting. Separate resolution will be proposed at the Annual General Meeting to approve the re-election of each retiring director.

5. ANNUAL GENERAL MEETING

Resolutions will be proposed to the Shareholders in respect of ordinary business to be considered at the Annual General Meeting including re-election of retiring directors and special business to be considered at the Annual General Meeting, being ordinary resolutions proposed to approve the Share Buy-back Mandate, the Share Issue Mandate and adding to such general mandate so granted to the Directors any Shares bought back by the Company under the Share Buy-back Mandate.

The notice convening the Annual General Meeting is set out on pages 11 to 15 of this circular. Shareholders are advised to read the notice and to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the head office and principal place of business of the Company at Unit A, 15th Floor, Kings Wing Plaza 2, No.1 On Kwan Street, Sha Tin, New Territories, Hong Kong as soon as possible and in any event not later than 3 : 30 p.m. on 29th May, 2021 (being at least 48 hours before the time fixed for holding the meeting) or not less than 48 hours before the time of the holding of any adjourned meeting.

6. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution, which relates purely to a procedural or administrative matter to be voted on by a show of hands. The Chairman will therefore demand all resolutions set out in the notice of the Annual General Meeting to be decided by poll pursuant to Bye-law 66 of the Bye-laws of the Company.

A poll results announcement in the manner prescribed under Rule 13.39(5) of the Listing Rules will be published by the Company after the Annual General Meeting.

- 4 -

LETTER FROM THE BOARD

7. RECOMMENDATION

The Directors believe that the Share Buy-back Mandate, the Share Issue Mandate and re-election of retiring directors of the Company are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend you to vote in favour of the resolutions relating to such matters to be proposed at the Annual General Meeting.

Yours faithfully,

Siu Tit Lung

Chairman

As at the date of this circular, the executive directors of the Company are Mr. Siu Tit Lung (Chairman), Mr. Siu Yuk Lung, Mr. Wai Lung Shing, Mr. Ting Chung Ho, Mr. Siu Yuk Tung, Ivan and Mr. Siu Yu Hang, Leo; and the independent non-executive directors of the Company are Dr. Lee Tat Yee, Mr. Lee Joo Hai and Mr. Wong Hak Kun.

- 5 -

APPENDIX I

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide all the information reasonably necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolution to approve the Share Buy-back Mandate.

LISTING RULES RELATING TO THE BUY-BACK OF SHARES

The Listing Rules permit companies with a primary listing on the HKSE to buy back their shares on the HKSE subject to certain restrictions. The shares proposed to be bought back by the company are fully paid up.

SHAREHOLDERS' APPROVAL

All proposed buy-back of shares by a company with a primary listing on the HKSE must be approved in advance by an ordinary resolution, either by way of general mandate or by specific approval of a particular transaction.

EXERCISE OF THE SHARE BUY-BACK MANDATE

As at Latest Practicable Date, there were 631,677,303 Shares in issue.

Subject to the passing of the ordinary resolutions as Resolutions Nos. 8 and 9 in the notice of the Annual General Meeting and on the basis that no further Shares are issued or bought back prior to the Annual General Meeting, the Company would be allowed under the Share Buy-back Mandate to buy back a maximum of 63,167,730 Shares, being 10% of the issued share capital of the Company at the date of passing the resolution.

REASONS FOR THE BUY-BACK OF SHARES

The Directors believe that the Share Buy-back Mandate is in the best interests of the Company and its Shareholders. Such buy-back of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share and will only be made when the Directors believe that such buy-back of Shares will benefit the Company and its Shareholders.

FUNDING OF THE BUY-BACK OF SHARES

In buying back Shares, the Company may only apply funds legally available for such purpose in accordance with the laws of Bermuda and the Memorandum of Association and the Bye-laws of the Company and any other applicable laws. It is envisaged that the funds required for any buy-back of Shares would be derived from those funds of the Company legally permitted to be utilised in this connection, including capital paid up on the Shares to be bought back, funds of the Company otherwise available for dividend or distribution or out of the proceeds of a fresh issue of Shares and any premium payable on a buy-back of Shares shall be provided out of funds of the Company otherwise available for dividend or distribution or sums standing to the share premium account of the Company.

There might be a material adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the latest published audited consolidated accounts contained in the Annual Report for the year ended 31st December, 2020 in the event that Share Buy-back Mandate is exercised in full. However, the Directors do not propose to exercise the Share Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels, which in the opinion of the Directors are from time to time appropriate for the Company.

- 6 -

APPENDIX I

EXPLANATORY STATEMENT

SHARE PRICES

The highest and lowest prices at which the Shares had traded on the HKSE during each of the twelve months preceding the Latest Practicable Date were as follows:

		Shares
	Highest	Lowest
	HK$	HK$
2020
April	2.36	2.15
May	2.26	2.10
June	2.26	2.04
July	2.19	2.05
August	2.29	2.03
September	2.33	2.11
October	2.47	2.18
November	2.67	2.36
December	2.61	2.39
2021
January	2.82	2.51
February	2.84	2.60
March	3.18	2.70

UNDERTAKING

The Directors have undertaken to the HKSE that, so far as the same may be applicable, they will exercise the Share Buy-back Mandate in accordance with the Listing Rules, the applicable laws and regulations of Bermuda and the Memorandum of Association and the Bye-laws of the Company.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates (as defined in the Listing Rules) currently intends to sell Shares to the Company or its subsidiaries in the event that the Share Buy-back Mandate is approved by the Shareholders.

No core connected person (as defined in the Listing Rules) has notified the Company that he has a present intention to sell the Shares to the Company, or has undertaken not to do so in the event that the Company is authorized to make buy-back of Shares.

TAKEOVERS CODE

If as a result of buy-back of Shares by the Company, a shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code and Rule 14 of the Singapore Code. Accordingly, a shareholder, or group of shareholders acting in concert, could obtain or consolidate control of the Company or become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and Rule 14 of the Singapore Code.

As at the Latest Practicable Date, Mr. Siu Tit Lung, Mr. Siu Yuk Lung, Mr. Siu Yuk Tung, Ivan and Mr. Siu Yu Hang, Leo together with their respective associates are beneficially interested in 413,108,537 Shares, representing approximately 65.40% of the issued share capital of the Company.

- 7 -

APPENDIX I

EXPLANATORY STATEMENT

In the event that the Share Buy-back Mandate is exercised in full and the present shareholdings remain the same, the interests of Mr. Siu Tit Lung, Mr. Siu Yuk Lung, Mr. Siu Yuk Tung, Ivan and Mr. Siu Yu Hang, Leo and their associates in the Company would be increased to approximately 72.67% of the issued share capital of the Company and such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code and under Rule 14 of the Singapore Code. The Directors have no intention to exercise the Share Buy-back Mandate to such an extent. The Directors are not aware of any consequences, which will arise under the Takeovers Code and the Singapore Code as a result of any buy-back of Shares to be made under the Share Buy-back Mandate.

SHARES BOUGHT BACK BY THE COMPANY

Neither the Company nor any of its subsidiaries has bought back any of the Shares (whether on the HKSE or on the SGX-ST) in the six months preceding the Latest Practicable Date.

- 8 -

APPENDIX II	DETAILS OF THE DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

Pursuant to the Listing Rules, the details of the Directors who will retire at the Annual General Meeting according to the Bye-laws and will be proposed to be re-elected at the Annual General Meeting are provided below.

Mr. Siu Yuk Lung

Mr. Siu Yuk Lung, aged 67, has been an executive director and the managing director of the Company since December 1992 and is a co-founder of the Group. He is a director of certain subsidiaries of the Company. He is also a director of Pan Island Investments Limited, the substantial shareholder of the Company. Save as disclosed above, Mr. Siu did not hold any directorships in other listed public companies in the last three years or any positions with the Company or other members of the Group.

Mr. Siu has many years of experience in metal trading and mould base manufacturing. He is an honorary citizen of Heyuan City, Guangdong Province in the People's Republic of China.

Pursuant to the service agreement entered into between the Company and Mr. Siu, the appointment shall be terminated by either the Company or Mr. Siu giving to the other not less than 6 months' notice in writing to determine the same. Mr. Siu's directorship with the Company is also subject to the retirement by rotation pursuant to the Bye-laws of the Company. Mr. Siu is entitled to a salary and other benefit of HK$8,400,000 per annum and a discretionary bonus which is determined by reference to his performance and operating results of the Group. Mr. Siu is the younger brother of Mr. Siu Tit Lung, the father of Mr. Siu Yu Hang, Leo and the uncle of Mr. Siu Yuk Tung, Ivan. As at the Latest Practicable Date, Mr. Siu is interested in 406,622,381 Shares, within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), representing approximately 64.37% of the issued share capital of the Company.

Save as disclosed above, there is no information relating to Mr. Siu that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

The Directors are not aware of any other matters relating to his re-election that need to be brought to the attention of the Shareholders.

Mr. Wai Lung Shing

Mr. Wai Lung Shing, aged 59, has been an executive director of the Company since December 1992. He is the company secretary of the Company. He is also a director and a company secretary of certain subsidiaries of the Company. Save as disclosed above, Mr. Wai did not hold any directorships in other listed public companies in the last three years or any positions with the Company or other members of the Group.

Mr. Wai graduated from the Hong Kong Polytechnic University with a Bachelor of Arts (Hons.) Degree in Accountancy and from The University of Warwick, United Kingdom with a Master of Business Administration Degree. He is a fellow of the Hong Kong Institute of Certified Public Accountants, the Association of Chartered Certified Accountants, United Kingdom and The Hong Kong Institute of Directors. He is also a member of the Institute of Chartered Accountants in England and Wales and the Chinese Institute of Certified Public Accountants. He has extensive experience in accounting, finance and management with both international accounting firms and commercial organisations.

Pursuant to the service agreement entered into between the Company and Mr. Wai, the appointment shall be terminated by either the Company or Mr. Wai giving to the other not less than 6 months' notice in writing to determine the same. Mr. Wai's directorship with the Company is also subject to the retirement by rotation pursuant to the Bye-laws of the Company. Mr. Wai is entitled to a salary and other benefit of HK$2,640,000 per

- 9 -

APPENDIX II	DETAILS OF THE DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

annum and a discretionary bonus which is determined by reference to his performance and operating results of the Group. He is independent of and not connected with any Director, senior management or substantial or controlling Shareholder. As at the Latest Practicable Date, Mr. Wai is interested in 3,843,750 Shares, within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), representing approximately 0.61% of the issued share capital of the Company.

Save as disclosed above, there is no information relating to Mr. Wai that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

The Directors are not aware of any other matters relating to his re-election that need to be brought to the attention of the Shareholders.

Dr. Lee Tat Yee

Dr. Lee Tat Yee, aged 73, has been an independent non-executive director of the Company since December 1992. He is the chairman of the Remuneration Committee of the Company. Save as disclosed above, Dr. Lee did not hold any directorships in other listed public companies in the last three years or any positions with the Company or other members of the Group.

Dr. Lee obtained his doctorate degree from the University of Queensland, Australia and is a Chartered Engineer of the Engineering Council in the United Kingdom. He is a fellow of The Hong Kong Institute of Directors. Dr. Lee was a director of the Technology Support Centre of the University of Hong Kong specializing in quality assurance management systems and retired.

Pursuant to the service agreement entered into between the Company and Dr. Lee, the length of service of Dr. Lee has been fixed at two years. Dr. Lee's directorship with the Company is also subject to the retirement by rotation pursuant to the Bye-laws of the Company. Dr. Lee is entitled to a fee of HK$384,000 per annum which is determined by reference to his duties and responsibilities with the Company. Dr. Lee is independent of and not connected with any Director, senior management or substantial or controlling Shareholders. As at the Latest Practicable Date, Dr. Lee is interested in 150,000 Shares, within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), representing approximately 0.02% of the issued share capital of the Company.

Save as disclosed above, there is no information relating to Dr. Lee that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

The Directors are not aware of any other matters relating to his re-election that need to be brought to the attention of the Shareholders.

- 10 -

NOTICE OF ANNUAL GENERAL MEETING

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.

LUNG KEE (BERMUDA) HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 255)

Website: http://www.irasia.com/listco/hk/lkm

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of shareholders of Lung Kee (Bermuda) Holdings Limited (the ''Company'') will be held at Gloucester Room, 2nd Floor, Mandarin Oriental Hotel, 5 Connaught Road Central, Hong Kong on Monday, 31st May, 2021 at 3 : 30 p.m. for the following purposes:

AS ORDINARY BUSINESS

1. To receive and consider the audited financial statements of the Company and the reports of the directors and auditor of the Company for the year ended 31st December, 2020.
2. To approve and declare a final dividend and a final special dividend of the Company for the year ended 31st December, 2020.
3. To determine the maximum number of directors of the Company for the time being be 15.
4. To re-elect and appoint directors of the Company.
5. To authorize the board of directors of the Company to fix the remuneration of directors of the Company.
6. To authorize the board of directors of the Company to appoint any person as a director of the Company either to fill a casual vacancy on the board of directors of the Company or as an addition to the existing board of directors of the Company so long as the number of directors of the Company so appointed shall not exceed 15 or such other maximum number as may be determined from time to time by members of the Company in general meeting at their discretion.
7. To re-appoint auditor of the Company and authorize the board of directors of the Company to fix their remuneration.

AS SPECIAL BUSINESS

8. To consider and, if thought fit, pass, with or without modifications, the following resolution as an Ordinary Resolution.

- 11 -

NOTICE OF ANNUAL GENERAL MEETING

''THAT:

1. subject to paragraph (C) of this Resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.10 each in the capital of the Company (''Shares'') and to make or grant offers, agreements and options (including warrants, bonds, notes and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;
2. the approval in paragraph (A) of this Resolution shall authorize the directors of the Company during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, notes and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require the exercise of such power after the end of the Relevant Period;
3. the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (A) of this Resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) an issue of Shares upon the exercise of subscription rights under any option scheme or similar arrangement for the time being adopted for the grant or issue to the grantee as specified in such scheme or similar arrangement of Shares or rights to acquire the Shares; or (iii) an issue of Shares pursuant to any scrip dividends or similar arrangement providing for allotment of Shares in lieu of the whole or part of the dividend on Shares in accordance with the Bye-laws of the Company, shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company at the date of passing this Resolution, and the said approval shall be limited accordingly; and
4. for the purpose of this Resolution, ''Relevant Period'' means the period from the passing of this Resolution until whichever is the earliest of:
5. 1. the conclusion of the next annual general meeting of the Company; or
   2. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or the Companies Act 1981 of Bermuda or any other applicable law of Bermuda to be held; or
   3. the date on which the authority given under this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting; and

''Rights Issue'' means an offer of Shares or issue of option, warrants or other securities giving the right to subscribe for Shares, open for a period fixed by the directors of the Company to the holders of Shares, or any class of Shares, whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their holdings of such Shares (or, where appropriate, such other securities) as at that date (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company).''

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass, with or without modifications, the following resolution as an Ordinary Resolution.
   ''THAT:
2. 1. subject to paragraph (B) of this Resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back shares of HK$0.10 each in the capital of the Company (the ''Shares'') on The Stock Exchange of Hong Kong Limited (the ''HKSE'') or on any other exchange on which the Shares may be listed and recognized by the Securities and Futures Commission and the HKSE for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on the HKSE or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
   2. the aggregate nominal amount of Shares which the Company is authorized to buy back pursuant to the approval in paragraph (A) of this Resolution during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution, and the said approval shall be limited accordingly; and
   3. for the purpose of this Resolution, ''Relevant Period'' means the period from the passing of this Resolution until whichever is the earliest of:
   4. 1. the conclusion of the next annual general meeting of the Company; or
      2. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or the Companies Act 1981 of Bermuda or any other applicable law of Bermuda to be held; or
      3. the date on which the authority given under this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.''
3. To consider and, if thought fit, pass, with or without modifications, the following resolution as an Ordinary Resolution.
   ''THAT subject to the passing of Ordinary Resolutions Nos. 8 and 9 set out in the notice convening this meeting, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and deal with additional shares of HK$0.10 each in the capital of the Company (''Shares'') pursuant to Ordinary Resolution No. 8 set out in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of Shares bought back by the Company under the authority granted pursuant to Ordinary Resolution No. 9 set out in the notice convening this meeting, provided that such extended amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing this Resolution.''

By order of the Board

Lung Kee (Bermuda) Holdings Limited

Wai Lung Shing

Director and Company Secretary

Hong Kong, 13th April, 2021

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. A shareholder of the Company entitled to attend and vote at this meeting is entitled to appoint one or if he holds two or more shares more proxies to attend and vote on his behalf. A proxy need not be a shareholder of the Company. In light of the recent development of Coronavirus Disease 2019 (''COVID-19''), shareholders may consider appointing the chairman of this meeting as his/her proxy to vote on the resolutions, instead of attending this meeting in person.
2. In order to be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited at the head office and principal place of business of the Company at Unit A, 15th Floor, Kings Wing Plaza 2, No.1 On Kwan Street, Sha Tin, New Territories, Hong Kong not later than 3: 30 p.m. on 29th May, 2021 (being at least 48 hours before the time fixed for holding this meeting) or not less than 48 hours before the time of the holding of any adjourned meeting.
3. Where there are joint holders of any share of the Company, any one of such joint holders may vote at this meeting, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holders be present at this meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
4. The register of members of the Company will be closed from 26th May, 2021 to 31st May, 2021, both days inclusive, during which period no share transfer will be effected. In order to qualify for attending and voting at this meeting, all share certificates accompanied by the completed transfer forms either overleaf or separate or standard transfer form, must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited of Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4: 30 p.m. on 25th May, 2021.
5. Shareholders whose securities accounts with The Central Depository (Pte) Limited in Singapore are credited with shares in the Company as at 5: 00 p.m. on 25th May, 2021 will be entitled for attending and voting at this meeting.
6. The register of members of the Company will be closed from 8th June, 2021 to 9th June, 2021, both days inclusive, during which period no share transfer will be effected. In order to qualify for the proposed final dividend and final special dividend, all share certificates accompanied by the completed transfer forms either overleaf or separate or standard transfer form, must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited of Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4: 30 p.m. on 7th June, 2021.
7. Shareholders whose securities accounts with The Central Depository (Pte) Limited in Singapore are credited with shares in the Company as at 5: 00 p.m. on 7th June, 2021 will be entitled for the proposed final dividend and final special dividend.
8. Pursuant to the Rules Governing the Listing of Securities on the HKSE, any vote of members at a general meeting must be taken by poll. Accordingly, the chairman of this meeting will demand poll voting for all the resolutions set out in the notice of the annual general meeting.
9. Taking into account the recent development of the COVID-19, the Company will implement the following prevention and control measures at this meeting to protect the shareholders from the risk of infection:
10. 1. This meeting is being held at the Mandarin Oriental Hotel in Hong Kong. The hotel may refuse entry to the hotel by persons who fail temperatures checks. Persons so refused entry to the hotel will not be able to attend this meeting.

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NOTICE OF ANNUAL GENERAL MEETING

1. Persons attending this meeting will be required to wear surgical face masks on entry to and throughout this meeting.
2. No refreshments will be served at this meeting.
3. As a precautionary safety measure, seating at this meeting will be arranged so as to reduce interaction between participants. As a result, there will be limited capacity for shareholders to attend this meeting.

Additional precautionary safety measures may also be adopted. Shareholders are in any event asked to pay attention to the following issues:

1. To consider carefully the risk of attending this meeting, which will be held in an enclosed environment.
2. To follow any guidelines or requirements of the Hong Kong government relating to COVID-19 in deciding whether or not to attend this meeting.
3. Not to attend this meeting if they have contracted or are suspected to have contracted COVID-19 or have been in close contact with anybody who has contracted or is suspected to have contracted COVID-19.

The Company reminds shareholders again that they may appoint the chairman of this meeting as his/her proxy to vote on the resolutions, instead of attending this meeting in person.

As at the date of this announcement, the executive directors of the Company are Mr. Siu Tit Lung (Chairman), Mr. Siu Yuk Lung, Mr. Wai Lung Shing, Mr. Ting Chung Ho, Mr. Siu Yuk Tung, Ivan and Mr. Siu Yu Hang, Leo; and the independent non-executive directors of the Company are Dr. Lee Tat Yee, Mr. Lee Joo Hai and Mr. Wong Hak Kun.

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