Wai Chun : NOTICE OF SPECIAL GENERAL MEETING

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

(Incorporated in Bermuda with limited liability)

(Stock code: 1013)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the special general meeting (the "Meeting") of Wai Chun Group Holdings Limited (the "Company") will be held at 13/F., Admiralty Centre 2, 18 Harcourt Road, Admiralty, Hong Kong on Tuesday, 18 August 2020 at 10:30 a.m. to consider, if thought fit, transact the following resolution of the Company by way of ordinary resolution:

ORDINARY RESOLUTION

"THAT:

1. the subscription agreements dated 21 May 2020 (the "Subscription Agreements") (as supplemented on 30 June 2020 and 29 July 2020) and entered into between the Company and Ms. Wan Yuzhen and Ms. Zhong Lirong respectively in respect of the issue of Convertible Bonds in an aggregate principal amount of HK$152,000,000 (the "Convertible Bonds") (copies of which marked "A" have been produced to the Meeting and initialled by the chairman of the Meeting for identification purpose) upon and subject to the terms and conditions as set out therein and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;
2. the issue of the Convertible Bonds by the Company in accordance with the terms and conditions of the Subscription Agreements be and is hereby approved;
3. the allotment and issue of new ordinary shares of HK$0.01 each in the share capital of the Company (the "Conversion Shares") which may fall to be allotted and issued upon the exercise of the conversion rights attaching to the Convertible Bonds in accordance with the terms and conditions of the Subscription Agreements be and are hereby approved;

* for identification purpose only

- 1 -

1. conditional upon, among others, the listing committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Conversion Shares, the specific mandate to the directors of the Company (the "Directors") to exercise the powers of the Company for the allotment and issue of the Conversion Shares in accordance with the terms and conditions of the Convertible Bonds be and is hereby approved; and
2. any one Director be and is hereby authorised to do all such things and acts as he may in his discretion consider necessary, desirable or expedient, for the purposes of or in connection with the implementation of the Subscription Agreements and the transactions contemplated thereunder, including but not limited to the execution of all such documents under seal whereapplicable, as he considers necessary or expedient in his opinion to implement and/or give effect to the issue of the Convertible Bonds and the allotment and issue of the Conversion Shares which may fall to be allotted and issued upon exercise of the conversion rights attaching to the Convertible Bonds."

	By Order of the Board
	Wai Chun Group Holdings Limited
	Lam Ching Kui
	Chairman and Chief Executive Officer
Hong Kong, 29 July 2020
Registered Office:	Head Office and Principal Place of
Clarendon House	Business in Hong Kong:
2 Church Street	13/F., Admiralty Centre 2
Hamilton HM11	18 Harcourt Road
Bermuda	Admiralty
	Hong Kong

Notes:

1. A member entitled to attend and vote at the special general meeting ("Meeting") is entitled to appoint one or more proxies to attend and on a poll vote instead of him. A proxy need not be a member of the Company.
2. In case of joint shareholdings, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purposes seniority will be determined by the order in which the name stands on the Register of Members of the Company in respect of the joint shareholding.

- 2 -

1. In order to be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of authority, must be deposited at the Company's branch share registrar in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong, not less than 48 hours before the time fixed for holding the Meeting (or any adjourned meeting thereof). Completion and return of the form of proxy will not preclude any member from attending and voting in person at the Meeting (or any adjourned meeting thereof) should he so wishes.
2. The register of members of the Company will be closed from Thursday, 13 August 2020 to Tuesday, 18 August 2020 (both days inclusive), during which period no transfer of shares of the Company will be registered. In order to qualify for attending and voting at the Meeting (or any adjournment thereof), all transfers of shares of the Company accompanied by the relevant share certificates(s) must be lodged with the Company's branch share registrar in Hong Kong at the above address by no later than 4:00 p.m. on Wednesday, 12 August 2020.
3. In case a Typhoon Signal No. 8 (or above) or a Black Rainstorm Warning Signal is hoisted but lowered before 7:00 a.m. on Tuesday, 18 August 2020, the Meeting will be held as scheduled at 10:30 a.m. on the same day at the same venue; or a Typhoon Signal No. 8 (or above) or a Black Rainstorm Warning Signal is hoisted or remains hoisted any time after 7:00 a.m. on Tuesday, 18 August 2020, the Meeting will be adjourned to 10:30 a.m. on Tuesday, 25 August 2020, or another appropriate date and time to be advised, at the same venue.
4. As at the date of this notice, the Board consists of one executive Director, namely Mr. Lam Ching Kui (Chairman and Chief Executive Officer) and three independent non-executive Directors, namely Mr. Ko Ming Tung, Edward, Mr. Chan Chun Wai, Tony and Ms. Chen Dairong.

PRECAUTIONARY MEASURES AT THE SPECIAL GENERAL MEETING

In view of the recent developments of the Novel Coronavirus (COVID-19) pandemic, and taking into consideration of the guidelines issued by the Government of Hong Kong, the Company will implement the following preventive measures at the SGM to protect attending shareholders from the risk of infection:

• compulsory body temperature check will be conducted for every shareholder or proxy at the entrance of the venue of the SGM;
• every shareholder or proxy is required to wear surgical face mask throughout the SGM; and
• no refreshment will be served.

Any person who does not comply with the precautionary measures may be denied entry into the venue. The Company wishes to remind all shareholders that physical attendance in person at the SGM is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the SGM as their proxy to vote on the resolution at the SGM as an alternative to attending the SGM in person.

- 3 -