Wai Kee : 11/2/2018, ANNOUNCEMENT PURSUANT TO RULE 13.18 OF THE LISTING RULES (Download)

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.

WAI KEE HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock code: 610)

ANNOUNCEMENT PURSUANT TO RULE 13.18

OF THE LISTING RULES

This announcement is made in compliance with Rule 13.18 of the Listing Rules.

On 2nd November, 2018, Wai Kee Finance Limited as borrower, the Company as guarantor and the Bank as lender entered into the Facility Agreement which contains specific performance obligations imposed on the Controlling Shareholders.

This announcement is made by Wai Kee Holdings Limited (the "Company") in compliance with the disclosure requirements under Rule 13.18 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

The board of directors (the "Board") of the Company announces that on 2nd November, 2018, Wai Kee Finance Limited, a wholly owned subsidiary of the Company, as borrower, the Company as guarantor and a bank (the "Bank") as lender entered into a facility agreement (the "Facility Agreement") in respect of HK$760 million term loan facility (the "Facility") with final maturity date falling 42 months from the first utilisation date of the Facility.

Pursuant to the Facility Agreement, if (i) Mr. William Zen Wei Pao or Mr. Derek Zen Wei Peu (collectively the "Controlling Shareholders", as defined in the Listing Rules) ceases to be an executive director of the Company; or (ii) Mr. William Zen Wei Pao and Mr. Derek Zen Wei Peu collectively cease to own (directly or indirectly) at least 40% of beneficial shareholding interest in the issued share capital of the Company, the Bank may by notice to Wai Kee Finance Limited:

• (a) without prejudice to the funding by the Bank of any loan then outstanding:

  • (i) cancel the commitments under the Facility Agreement (and reduce them to zero), whereupon they shall immediately be cancelled (and reduced to zero); or

  • (ii) cancel any part of any commitment under the Facility Agreement (and reduce such commitment accordingly), whereupon the relevant part shall immediately be cancelled (and the relevant commitment shall be immediately reduced accordingly); and/or

• (b) declare that all or part of the loans under the Facility Agreement, together with accrued interest, and all other amounts accrued or outstanding under the Facility Agreement be immediately due and payable, whereupon they shall become immediately due and payable; and/or

• (c) declare that all or part of the loans under the Facility Agreement be payable on demand, whereupon they shall immediately become payable on demand by the Bank.

As at the date hereof, the Controlling Shareholders collectively hold approximately 49.64% interest in the issued share capital of the Company.

In accordance with the requirements under Rule 13.21 of the Listing Rules, disclosure will be included in subsequent annual and interim reports of the Company for so long as circumstances giving rise to the obligation continue to exist.

By Order of the Board Wai Kee Holdings Limited

Anriena Chiu Wai Yee

Company Secretary

Hong Kong, 2nd November, 2018

As at the date of this announcement, the Board comprises three executive directors, namely Mr. William Zen Wei Pao, Mr. Derek Zen Wei Peu and Miss Anriena Chiu Wai Yee, two non-executive directors, namely Mr. Tsang Yam Pui and Mr. Brian Cheng Chi Ming, and three independent non-executive directors, namely Dr. Steve Wong Che Ming, Mr. Samuel Wan Siu Kau and Mr. Francis Wong Man Chung.