Wai Kee : PROPOSED ADOPTION OF NEW BYE-LAWS

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WAI KEE HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 610)

PROPOSED ADOPTION OF NEW BYE-LAWS

The board of directors (the "Board") of Wai Kee Holdings Limited (the "Company") proposes to amend the existing bye-laws of the Company (the "Existing Bye-laws")to allow general meetings of the Company to be held as a hybrid meeting or electronic meeting where Shareholders may attend by electronic means in addition to as a physical meeting where the shareholder of the Company (the "Shareholders") attend in person. The amendments also explicitly set out other related powers of the Board and the chairman of the general meetings, including making arrangements for attendance as well as ensuring the security and orderly conduct of such general meetings. The other house-keepingamendments to the Existing Bye-lawsare in line with the proposed amendments. Further, there are also amendments to the Existing Bye-lawsto reflect certain updates in relation to the applicable laws of Bermuda and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited the ("Listing Rules"). The Board proposes to adopt a new set of Bye-laws (the "New Bye-laws")in substitution for, and to the exclusion of, the Existing Bye-laws.

The major areas of the proposed amendments that will be incorporated in the New Bye-laws are summarized below:

1. to allow all general meetings (including, inter alia, an annual general meeting and any adjourned or postponed meeting) to be held as a physical meeting in any part of the world and at one or more locations, or as a hybrid meeting or an electronic meeting;
2. to insert the definitions of "electronic meeting", "hybrid meeting", "Meeting Location", "physical meeting" and "Principal Meeting Place", and make corresponding changes to the relevant provisions of the Existing Bye-laws;
3. to include additional details to be specified in a notice of general meeting in light of allowing general meetings to be held at one or more meeting locations, or as a hybrid meeting or an electronic meeting;
4. to provide that the chairman of the general meeting may, with the consent of the meeting at which a quorum is present, adjourn the meeting from time to time (or indefinitely) and/or from place to place(s) and/or from one form to another (a physical meeting, a hybrid meeting or an electronic meeting);

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1. to provide for the proceedings of general meetings which are held at one or more locations, or as a hybrid meeting or an electronic meeting, and the powers of the Board and the chairman of the meeting in relation thereto;
2. to provide that, where the directors, in their absolute discretion, consider that it is inappropriate, impracticable, unreasonable or undesirable for any reason to hold a general meeting on the date or at the time or place or by means of electronic facilities specified in the notice calling for such meeting, they may change or postpone the meeting to another date, time and/or place, change the electronic facilities and/or change the form of the meeting (a physical meeting, a hybrid meeting or an electronic meeting) without approval from the Shareholders;
3. to provide that votes (other than on a show of hands) may be cast by such means, electronic or otherwise, as the directors or the chairman of the meeting may determine;
4. to make other house-keeping amendments, including inserting definition of "electronic communication" and making consequential amendments in line with the above amendments to the Existing Bye-laws;
5. to provide that the Board may resolve to capitalize all or any part of any amount for the time being standing to the credit of any reserve or fund (including the profit and loss account) whether or not the same is available for distribution by applying such sum in paying up unissued shares to be allotted to (i) employees (including directors) of the Company and/ or its affiliates upon exercise or vesting of any options or awards granted under any share incentive scheme or employee benefit scheme or other arrangement which relates to such persons that has been adopted or approved by the Shareholders, or (ii) any trustee of any trust to whom shares are to be allotted and issued by the Company in connection with the operation of any share incentive scheme or employee benefit scheme or other arrangement which relates to such persons that has been adopted or approved by the Shareholders; and
6. to make other amendments to better align with the wordings in the applicable laws of Bermuda and the Listing Rules.

The proposed adoption of the New Bye-laws is subject to the approval of the Shareholders by way of a special resolution at the forthcoming annual general meeting of the Company to be held on 25th May, 2021 (the "AGM"). A circular containing, among other things, particulars relating to the proposed amendments to the existing Bye-laws brought about by the adoption of the New Bye-laws together with a notice convening the AGM will be despatched to the Shareholders in due course.

By Order of the Board

Wai Kee Holdings Limited

Anriena Chiu Wai Yee

Company Secretary

Hong Kong, 21st April, 2021

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. Brian Cheng Chi Ming and Mr. Ho Gilbert Chi Hang, and three independent non-executive directors, namely Dr. Steve Wong Che Ming, Mr. Samuel Wan Siu Kau and Mr. Francis Wong Man Chung.

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