Wah Ha Realty : Notice of 2020 Annual General Meeting

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WAH HA REALTY COMPANY LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 278)

NOTICE OF 2020 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2020 annual general meeting of Wah Ha Realty Company Limited (the"Company") (the "2020 AGM") will be held at Room 2500, Dominion Centre, 43-59 Queen's Road East, Wanchai, Hong Kong on Tuesday, 1 September 2020 at 12:00 noon for the following purposes:

1. To receive, consider and adopt the audited Financial Statements and the Reports of the Directors and Independent Auditor of the Company for the year ended 31 March 2020.
2. To declare final and special dividends for the year ended 31 March 2020.
3. (A) To re-elect the following retiring Directors:
4. 1. 1. Mr. Chan Woon Kong as an Independent Non-executive Director;
      2. Mr. Cheung Lin Wee as an Executive Director; and
      3. Mr. Lam Hon Keung, Keith as an Independent Non-executive Director.
   2. To fix the Directors' remuneration.
5. To re-appoint PricewaterhouseCoopers as Auditor of the Company and authorise the Board of Directors to fix their remuneration.

5. To consider and, if thought fit, pass, with or without modifications, the following resolutions as Ordinary Resolutions:

ORDINARY RESOLUTIONS

1. "THAT:
2. 1. subject to paragraph (b) below, the exercise by the Board of Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back issued shares of the Company ("Shares") subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited be and is hereby generally and unconditionally approved;
   2. the total number of Shares to be bought back by the Company pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of Shares in issue at the date of this resolution and the said approval shall be limited accordingly; and
   3. for the purposes of this resolution, Relevant Period"means the period from the passing of this resolution until whichever is the earlier of:

1. the conclusion of the next annual general meeting of the Company;

1. 1. the expiration of the period within which the next annual general meeting of the Company is required by the Company's Articles of Association or by the laws of the Hong Kong Special Administrative Region (the "HKSAR") to be held; and
   2. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the
      Company in general meeting."
2. "THAT the general mandate unconditionally given to the Board of Directors to issue and dispose of additional Shares not exceeding 20% of the existing number of Shares in issue be and is hereby renewed until whichever is the earlier of:
3. 1. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the Company's Articles of Association or by the laws of the HKSAR to be held; and
   3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting."

1. "THAT conditional upon the passing of the Resolutions Nos. 5(A) and 5(B), the general mandate granted to the Board of Directors to issue and dispose of additional Shares pursuant to Resolution No. 5(B) be and is hereby extended by the addition thereto of an amount representing the total number of Shares bought back by the Company under the authority granted pursuant to Resolution No. 5(A), provided that such amount shall not exceed 10% of the total number of Shares in issue at the date of passing this resolution."

By Order of the Board

Wah Ha Realty Company Limited

Raymond W. M. Chu

Company Secretary

Hong Kong, 28 July 2020

Notes:

1. A proxy form for use at the 2020 AGM is enclosed with the circular dated 28 July 2020
   (the "Circular").
2. At the 2020 AGM, the Chairman of the meeting will put each of the proposed resolutions to be voted by way of a poll under Article 70 of the Company's Articles of
   Association.
3. A member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and, on a poll, vote in his stead. A proxy needs not be a member of the Company.
4. In light of the ongoing Coronavirus 2019 ("COVID-19") pandemic situation in Hong
   Kong and in order to safeguard the health and safety of all the attendees at the 2020 AGM, Shareholders may consider appointing the chairman of the 2020 AGM as their proxy to vote on the resolutions instead of attending the meeting in person. For every Shareholder, proxy or other attendee attending the 2020 AGM, compulsory body temperature checks will be conducted at the entrance of the meeting venue and they are also required to wear a surgical face mask throughout the meeting. Any person with a body temperature of over 37.4 degrees Celsius or who does not comply with the precautionary measures to be taken at the 2020 AGM may be refused admission to the meeting venue. Attendees are therefore requested to observe and practise good personal hygiene at all times at the meeting venue.
5. To be valid, the proxy form duly completed and signed in accordance with the instructions printed thereon, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be lodged with the Company's registered office, Room 2500, Dominion Centre, 43-59 Queen's Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting thereof.

1. The Register of Members of the Company will be closed from Tuesday, 25 August 2020 to Tuesday, 1 September, 2020, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the 2020 AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Share Registrar, Hongkong Managers and Secretaries Limited, Units 1607-8, 16th Floor, Citicorp Centre, 18 Whitfield Road, Causeway Bay, Hong Kong for registration not later than 4:00 p.m. on Monday, 24 August 2020.
2. The Register of Members of the Company will be closed from Tuesday, 8 September 2020 to Tuesday, 15 September 2020, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for the proposed final and special dividends, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Share Registrar, Hongkong Managers and Secretaries Limited, Units 1607-8, 16th Floor, Citicorp Centre, 18 Whitfield Road, Causeway Bay, Hong Kong for registration not later than 4:00 p.m. on Monday, 7 September 2020.
3. Detailed information regarding Resolutions Nos. 3 and 5 of this notice are set out in Appendix I and Appendix II to the Circular respectively.
4. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.
5. If typhoon signal no. 8 or above or a black rainstorm warning signal remains in force at 9:00 a.m. at the date of the 2020 AGM, the 2020 AGM will be postponed. Members are requested to visit the website of the Company at www.wahha.com for details of alternative meeting arrangements. The 2020 AGM will be held as scheduled when an amber or red rainstorm warning signal is in force. Members who have any queries concerning the alternative meeting arrangements, please call the Company at (852) 2527 1821 during business hours from 9:00 a.m. to 5:00 p.m. on Mondays to Fridays, excluding public holidays.
6. Due to the constantly evolving COVID-19, the Company may be required to change the 2020 AGM arrangements at short notice. Shareholders should check the Company's website at www.wahha.com for future announcements and updates on the 2020 AGM arrangements.

As at the date of this announcement, the Board of Directors comprises Messrs Cheung Kee Wee, Cheung Lin Wee and Cheung Ying Wai, Eric as Executive Directors, Mr. Ng Kwok Tung as Non-executive Director and Messrs Lam Hon Keung, Keith, Chan Woon Kong and Au-Yang Cheong Yan, Peter as Independent Non-executive Directors.