Hygeia Healthcare : DECLARATION OF FINAL DIVIDEND AND PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES 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 to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Hygeia Healthcare Holdings Co., Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

Hygeia Healthcare Holdings Co., Limited

海吉亞醫療控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6078)

DECLARATION OF FINAL DIVIDEND

AND

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

AND

PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Hygeia Healthcare Holdings Co., Limited to be held at Pearl Room 2, B1 Floor, InterContinental Shanghai Jing'An, No. 500, Heng Feng Road, Jing'an District, Shanghai, the PRC on June 28, 2021 at 3:00 p.m. is set out on pages 21 to 26 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.hygeia-group.com.cn). Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting or any adjournment thereof if they so wish.

April 30, 2021

		CONTENTS
			Page
Definitions . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Introduction . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Declaration of Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Proposed Granting of General Mandate to Issue Shares . . . . . . . . . . . . . . . . .	7
Proposed Granting of Repurchase Mandate to Repurchase Shares . . . . . . . . .	8
Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Form of Proxy	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Voting by Way of Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix I	-	Details of the Retiring Directors Proposed to be
		Re-elected at the Annual General Meeting . . . . . . . . . . .	11
Appendix II	-	Explanatory Statement on the Repurchase Mandate . . . . .	17
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21

- i -

DEFINITIONS

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

the followings meanings:

"AGM" or "Annual General	the annual general meeting of the Company to be held
Meeting"	at Pearl Room 2, B1 Floor, InterContinental Shanghai
	Jing'An, No. 500, Heng Feng Road, Jing'an District,
	Shanghai, the PRC on June 28, 2021 at 3:00 p.m. or any
	adjournment thereof, the notice of which is set out on
	pages 21 to 26 of this circular
"Articles of Association"	the amended and restated memorandum and articles
	of association of the Company adopted on June 8,
	2020 which became effective on the Listing Date (as
	amended from time to time)
"Board"	the board of Directors
"Cayman Companies Act"	the Companies Act, Cap 22 (Act 3 of 1961, as
	consolidated and revised) of the Cayman Islands as
	amended, supplemented, or otherwise modified from
	time to time
"Company"	Hygeia Healthcare Holdings Co., Limited (海吉亞醫療
	控股有限公司), an exempted company with limited
	liability incorporated under the laws of Cayman
	Islands on September 12, 2018, the Shares of which are
	listed on the Main Board of the Stock Exchange
"Controlling Shareholder(s)"	has the meaning ascribed thereto under the Listing
	Rules and, unless the context otherwise requires,
	refers to Mr. Zhu Yiwen, Ms. Zhu Jianqiao, Century
	River Investment Holdings Limited, Century River
	Holdings Limited, Red Palm Investment Holdings
	Limited, Red Palm Holdings Limited and Amber Tree
	Holdings Limited
"Director(s)"	the director(s) of the Company
"Extension Mandate"	a general and unconditional mandate proposed to be
	granted to the Directors to the effect that the total
	number of Shares which may be allotted, extended
	and issued under the General Mandate may be
	increased by an additional number representing such
	number of Shares actually repurchased under the
	Repurchase Mandate

- 1 -

	DEFINITIONS
"Gamma Star Tech"	Shanghai Gamma Star Technology Development Co.,
	Ltd. (上海伽瑪星科技發展有限公司), a limited liability
	company established in the PRC on May 20, 2004 and
	a wholly-owned subsidiary of the Company
"General Mandate"	a general mandate proposed to be granted to the
	Directors at the Annual General Meeting to exercise
	the power of the Company to allot, issue and deal
	with new Shares not exceeding 20% of the total
	number of issued Shares as at the date of passing of
	the relevant resolution granting the General Mandate
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong
	Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Latest Practicable Date"	April 23, 2021, being the latest practicable date prior
	to the printing of this circular for the purpose of
	ascertaining certain information contained in this
	circular
"Listing Date"	the date, namely June 29, 2020, on which the Shares
	were listed on the Stock Exchange and from which
	dealings in the Shares were permitted to commence
	on the Stock Exchange
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange, as amended or supplemented from
	time to time
"Nomination Committee"	the nomination committee of the Board
"PRC"	the People's Republic of China, but for the purpose of
	this circular and for geographical reference only,
	references herein do not apply to Hong Kong, Macau
	Special Administrative Region of the PRC and Taiwan

- 2 -

	DEFINITIONS
"Repurchase Mandate"	a general mandate proposed to be granted to the
	Directors at the Annual General Meeting to
	repurchase Shares not exceeding 10% of the total
	number of issued Shares as at the date of passing of
	the relevant resolution granting the Repurchase
	Mandate
"SFO"	the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong) as amended, supplemented
	or otherwise modified from time to time
"Share(s)"	ordinary share(s) in the share capital of the Company
	with nominal value of US$0.00001 each
"Shareholder(s)" or	the holder(s) of the Share(s)
"Member(s)"
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Code on Takeovers and Mergers and Share
	Buy-backs issued by the Securities and Futures
	Commission of Hong Kong, as amended from time to
	time
"US$"	United States dollars, the lawful currency of the
	United States of America
"%"	per cent

- 3 -

LETTER FROM THE BOARD

Hygeia Healthcare Holdings Co., Limited

海吉亞醫療控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6078)

Executive Directors:	Registered office:
Ms. Cheng Huanhuan	Harneys Fiduciary (Cayman) Limited
Mr. Ren Ai	4th Floor, Harbour Place
Mr. Zhang Wenshan	103 South Church Street
Ms. Jiang Hui	P.O. Box 10240
	Grand Cayman KY1-1002
Non-executive Directors:	Cayman Islands
Mr. Fang Min (Chairman)
Mr. Zhu Yiwen (vice Chairman)	Headquarters in the PRC:
	Suites 702-707
Independent non-executive Directors:	Enterprise Square
Mr. Liu Yanqun	No. 228 Meiyuan Road
Mr. Chen Penghui	Jing'an District, Shanghai
Mr. Ye Changqing	the PRC
	Principal place of business in Hong Kong:
	40/F., Dah Sing Financial Centre,
	No. 248 Queen's Road East
	Wanchai, Hong Kong
	April 30, 2021
To the Shareholders
Dear Sir or Madam

DECLARATION OF FINAL DIVIDEND

AND

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

AND

PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE

SHARES AND REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

- 4 -

LETTER FROM THE BOARD

INTRODUCTION

The purpose of this circular is to provide the Shareholders with the notice of Annual General Meeting and the following proposals to be put forward at the Annual General Meeting: the proposals for (i) the declaration of final dividend, (ii) the re-election of the retiring Directors, and (iii) the grant to the Directors of General Mandate to issue Shares, the Repurchase Mandate to repurchase Shares and the Extension Mandate.

DECLARATION OF FINAL DIVIDEND

As mentioned in the annual results announcement for the year ended December 31, 2020 of the Company dated March 29, 2021, the Board recommended a final dividend of RMB0.12 per Share for the year ended December 31, 2020, totaling approximately RMB74.2 million, which is subject to the approval of Shareholders at the Annual General Meeting.

The final dividend, if approved by the Shareholders at the Annual General Meeting, will be paid on or before July 26, 2021 to Shareholders whose name appear on the register of members of the Company on July 7, 2021. To determine the identity of the Shareholders entitled to receive the final dividend, the transfer books and register of members of the Company will also be closed from July 5, 2021 to July 7, 2021, both days inclusive, during which period no transfer of Shares will be registered. In order to be entitled to the payment of final dividend, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on July 2, 2021.

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 109(a) of the Articles of Association, at each annual general meeting one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation, provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election. The Company at the general meeting at which a Director retires may fill the vacated office.

In accordance with Article 109(b) of the Articles of Association, the Directors to retire by rotation shall include (so far as necessary to obtain the number required) any Director who wishes to retire and not to offer himself for re-election. Any Director who has not been subject to retirement by rotation in the three years preceding the annual general meeting shall retire by rotation at such annual general meeting. Any further Directors so to retire shall be those who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

- 5 -

LETTER FROM THE BOARD

Accordingly, Ms. Cheng Huanhuan (executive Director), Mr. Ren Ai (executive Director) and Mr. Chen Penghui (independent non-executive Director), being eligible, have offered themselves for re-election as Directors at the Annual General Meeting.

Moreover, in accordance with Article 112 of the Articles of Association, the Company may from time to time in general meeting by ordinary resolution elect any person to be a Director either to fill a casual vacancy or as an additional Director. Any Director so appointed shall be subject to retirement by rotation pursuant to Article 109.

In accordance with Article 113 of the Articles of Association, the Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an additional Director, provided that the number of Directors so appointed shall not exceed the maximum number determined from time to time by the Shareholders in general meeting. Any Director appointed by the Board to fill a casual vacancy shall hold office only until the first general meeting of the Company after his appointment and be subject to re-election at such meeting. Any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election. Any Director appointed under this Article shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at an annual general meeting.

Accordingly, Mr. Zhang Wenshan (executive Director), Ms. Jiang Hui (executive Director) and Mr. Zhu Yiwen (non-executive Director), who were appointed as Directors on January 20, 2020, December 23, 2020 and March 30, 2021, respectively, have offered themselves for re-election at the Annual General Meeting.

The Nomination Committee has reviewed and assessed the background, expertise, experience and time commitment of the retiring Directors according to the nomination policy of the Company, taking into account various aspects set out in the board diversity policy of the Company including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service.

The Nomination Committee has considered Ms. Cheng Huanhuan, Mr. Ren Ai, Mr. Zhang Wenshan, and Ms. Jiang Hui's rich experience in the daily management and operation of the Group, their working profile and knowledge in business and general management. The Nomination Committee is satisfied that Ms. Cheng Huanhuan, Mr. Ren Ai, Mr. Zhang Wenshan and Ms. Jiang Hui have performed their duties as executive Directors effectively. The Board is of the opinion that Ms. Cheng Huanhuan, Mr. Ren Ai, Mr. Zhang Wenshan and Ms. Jiang Hui with their knowledge and experience will continue to bring valuable contribution to the Board.

The Nomination Committee has also considered Mr. Zhu Yiwen's rich experience in the healthcare industry and with over 30 years of clinical experience as an experienced physician, his working profile and knowledge in business and general management. The Nomination Committee is satisfied that Mr. Zhu Yiwen has performed his duties as non-executive Director effectively. The Board is of the opinion that Mr. Zhu Yiwen with his knowledge and experience will continue to bring valuable contribution to the Board.

- 6 -

LETTER FROM THE BOARD

The Nomination Committee has assessed the independence of all the independent non-executive Directors including Mr. Chen Penghui. All the independent non-executive Directors have satisfied the independence criteria as set out in Rule 3.13 of the Listing Rules on reviewing their annual written confirmation of independence to the Company. The Nomination Committee has also considered Mr. Chen Penghui's qualification and professional experience in healthcare industry and investment that will enhance the diversity of the skills and perspectives of the Board. The Board considers that Mr. Chen Penghui has devoted sufficient time to perform his duties of an independent non-executive Director of the Company.

The Nomination Committee has nominated and the Board has recommended Ms. Cheng Huanhuan, Mr. Ren Ai, Mr. Zhang Wenshan, Ms. Jiang Hui, Mr. Zhu Yiwen and Mr. Chen Penghui to stand for re-election at the AGM.

The biographical details of the aforesaid retiring Directors proposed to be re-elected at the AGM are set out in Appendix I to this circular.

PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES

In order to ensure greater flexibility and give discretion to the Directors in the event that it becomes desirable for the Company to issue new Shares, approval is to be sought from the Shareholders, pursuant to Rule 13.36 of the Listing Rules, for the General Mandate to issue Shares. An ordinary resolution no. 11(A) will be proposed at the Annual General Meeting to grant to the Directors the General Mandate to exercise the powers of the Company to allot, issue and deal with new Shares in the share capital of the Company up to 20% of the total number of issued Shares as at the date of the passing of such resolution. As at the Latest Practicable Date, the total number of issued Shares comprised 618,000,000 Shares. Subject to the passing of the above ordinary resolution no. 11(A) and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the Annual General Meeting, the Company will be allowed to issue a maximum of 123,600,000 Shares.

In addition, subject to a separate approval of the ordinary resolution no. 11(C), the number of Shares repurchased by the Company under the ordinary resolution no. 11(B), if approved by the Shareholders at the Annual General Meeting, will also be added to extend the General Mandate as mentioned in the ordinary resolution no. 11(A) provided that such additional amount shall not exceed 10% of the total number of issued Shares as at the date of the passing of the General Mandate and Repurchase Mandate. The Directors have no immediate plan to issue any new shares of the Company pursuant to the General Mandate.

- 7 -

LETTER FROM THE BOARD

PROPOSED GRANTING OF REPURCHASE MANDATE TO REPURCHASE SHARES

An ordinary resolution no. 11(B) will be proposed at the Annual General Meeting to approve the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares representing up to 10% of the total number of issued Shares as at the date of the passing of the resolution in relation to the Repurchase Mandate.

An explanatory statement required by the Listing Rules in connection with the Repurchase Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.

CLOSURE OF REGISTER OF MEMBERS

For purpose of determining the entitlement to attend and vote at the Annual General Meeting, the transfer books and register of members of the Company will be closed from June 23, 2021 to June 28, 2021, both days inclusive, during which period no transfer of Shares can be registered. In order to qualify for attending and voting at the Annual General Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on June 22, 2021.

The final dividend, if approved by the Shareholders at the Annual General Meeting, will be paid on or before July 26, 2021 to Shareholders whose name appear on the register of members of the Company on July 7, 2021. To determine the identity of the Shareholders entitled to receive the final dividend, the transfer books and register of members of the Company will also be closed from July 5, 2021 to July 7, 2021, both days inclusive, during which period no transfer of Shares will be registered. In order to be entitled to the payment of final dividend, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on July 2, 2021.

NOTICE OF ANNUAL GENERAL MEETING

Set out on pages 21 to 26 of this circular is the notice of the Annual General Meeting at which, inter alia, ordinary resolutions will be proposed to Shareholders to consider and approve the proposals for (i) the declaration of final dividend, (ii) the re-election of the retiring Directors, and (iii) the grant to the Directors of General Mandate to issue Shares, the Repurchase Mandate to repurchase Shares and the Extension Mandate.

- 8 -

LETTER FROM THE BOARD

FORM OF PROXY

A form of proxy for use at the Annual General Meeting is enclosed. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk) and the Company (www.hygeia-group.com.cn). Whether or not you intend to be present at the Annual General Meeting, you are requested to complete the form of proxy and return it to the Company's share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the holding of the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting if they so wish.

VOTING BY WAY OF 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 of the Annual General Meeting, 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 of the Annual General Meeting shall therefore demand voting on all resolutions set out in the notice of Annual General Meeting be taken by way of poll pursuant to Article 72 of the Articles of Association.

On a poll, every Shareholder present in person or by proxy or (being a corporation) by its duly authorized representative shall have one vote for every fully paid Share of which he/she/it is the holder. A Shareholder entitled to more than one vote needs not use all his/her/its votes or cast all the votes he/she/it uses in the same way.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

- 9 -

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the proposed resolutions for declaration of final dividend, the re-election of the retiring Directors, and the grant to the Directors of General Mandate to issue Shares, the Repurchase Mandate to repurchase Shares and the Extension Mandate are in the interests of the Group and its Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

Yours faithfully

By order of the Board

Hygeia Healthcare Holdings Co., Limited

Mr. Fang Min

Chairman

- 10 -

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

The following are the particulars of the retiring Directors being eligible for re-election at the Annual General Meeting.

As at the Latest Practicable Date, each of the following Directors, save as disclosed herein, did not have any interest in Shares within the meaning of Part XV of the SFO.

Save as disclosed herein, none of the following Director holds any position with the Company or any other member of the Group, nor has any directorships in other listed public companies in the last three years. In addition, save as disclosed herein, none of the following Director has any relationship with any other Directors, senior management, substantial Shareholders or Controlling Shareholders.

Save as disclosed in this circular, there is no other matter in relation to the following Directors that needs to be brought to the attention of the Shareholders and there is no other information relating to the following Directors which is required to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

EXECUTIVE DIRECTORS

Ms. Cheng Huanhuan (程歡歡) ("Ms. Cheng"), aged 37, was appointed as a Director on June 3, 2019 and was re-designated as an executive Director on September 18, 2019. Ms. Cheng has been with the Group for more than 10 years since it started its business in 2009, and was appointed as the chief executive officer of the Group in December 24, 2019, primarily responsible for implementing decisions of the Board, and overseeing the daily operation and management of the Group.

Ms. Cheng has accumulated rich experience in the daily management and operation of the Group, gained in-depth understanding in the industry where the Group operates, and built strong recognition of the Group's corporate culture. Ms. Cheng started to work at Gamma Star Tech as the secretary to the chairman of the board of Gamma Star Tech in April 2008, mainly responsible for assisting the chairman with various board matters in relation to development strategies, operational goals and corporate governance. One year later in May 2009, Ms. Cheng served as the investment director of the Group and was in charge of the acquisitions of existing hospitals and establishment of new hospitals. In January 2015, she started to serve as the director of investment and strategic business of the Group. Ms. Cheng participated in the formulation of the development strategies of the Group and supervised the implementation of the Group's strategic goals. She was also in charge of Chongqing Hygeia Cancer Hospital Co., Ltd. (重慶海吉亞腫瘤醫院有限公司) which recorded monthly net profit within four months after commencement of operations. Ms. Cheng was promoted to the vice president of the Group in January 2018 and was subsequently appointed as the chief executive officer of the Group on December 24, 2019.

Ms. Cheng majored in English at Sichuan International Studies University (四川外國 語大學) (formerly known as Sichuan Foreign Language College (四川外語學院)) and obtained her bachelor 's degree in literature in July 2005. In March 2008, she graduated from Shanghai International Studies University (上海外國語大學) with a master 's degree in translation studies.

- 11 -

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

Ms. Cheng has entered into a service contract with the Company for a term of 3 years commencing from the Listing Date or until the third annual general meeting of the Company since the date of her appointment, whichever is sooner, and unless terminated by not less than one month's prior notice in writing served by either party to the other. The service contract may be renewed in accordance with the Articles of Association and the applicable laws, rules and regulations. In accordance with the service contract, Ms. Cheng is entitled to a director 's fees of RMB37,600 per month (before tax), as recommended by the remuneration committee of the Board and determined by the Board with reference to her role and responsibilities with the Company.

As of the Latest Practicable Date, Ms. Cheng is interested in 49,621 ordinary shares of the Company within the meaning of Part XV of the SFO.

Mr. Ren Ai (任愛) ("Mr. Ren"), aged 36, was appointed as a Director on September 12, 2018 and was re-designated as an executive Director on September 18, 2019. He was the joint company secretary and the authorized representative of the Company under the Listing Rules on the Stock Exchange and an authorized representative of the Company under Part 16 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) for the acceptance of service of process and notices in Hong Kong since June 29, 2020. Mr. Ren is primarily responsible for assisting the chief executive officer in overseeing the daily operation and management of the Group, assisting the chairman of the Board in supervising the implementation of the decisions of the Board, and responsible for the investment and financing, supply chain management and human resources of the Group. Mr. Ren is the spouse of Ms. Zhu Jianqiao (朱劍喬), and son-in-law of Mr. Zhu Yiwen (朱義

文).

Mr. Ren has over 13 years of working experience starting his career at several multinational corporations. Prior to joining the Group, Mr. Ren worked at Haier Group Company (Stock Code: 600690.SH) from August 2007 to April 2010. From April 2010 to February 2013, he served as a senior product manager in Alibaba Group Holding Limited (Stock Code: BABA.NYSE). He subsequently served as a department manager in the emerging business division of American Express Company (Stock Code: AXP. NYSE) from February 2013 to November 2015, mainly responsible for post-investment management. He joined the Group in December 2015 and has been the assistant to the chairman of the Board since February 2016. Mr. Ren was appointed as the senior vice president of the Group in February 2020, primarily responsible for assisting the chief executive officer in overseeing the daily operation and management of the Group. He is also in charge of the investment and financing, supply chain management and human resources of the Group.

Mr. Ren majored in industrial design and graduated from Tianjin University (天津大

學) in June 2007 with a bachelor 's degree in engineering. He obtained a master 's degree in business administration in Shanghai Jiaotong University (上海交通大學) in June 2020.

Mr. Ren has entered into a service contract with the Company for a term of 3 years commencing from the Listing Date or until the third annual general meeting of the Company since the date of his appointment, whichever is sooner, and unless terminated by not less than one month's prior notice in writing served by either party to the other. The

- 12 -

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

service contract may be renewed in accordance with the Articles of Association and the applicable laws, rules and regulations. In accordance with the service contract, Mr. Ren is entitled to a director 's fees of RMB30,431 per month (before tax), as recommended by the remuneration committee of the Board and determined by the Board with reference to his role and responsibilities with the Company.

As of the Latest Practicable Date, Mr. Ren is deemed to be interested in 280,260,415 ordinary shares of the Company in total, with 277,217,818 ordinary shares through his spouse Ms. Zhu Jianqiao (朱劍喬), 642,597 ordinary shares as beneficial owner and 2,400,000 ordinary shares through Spruce Wood Investment Holdings Limited within the meaning of Part XV of the SFO.

Mr. Zhang Wenshan (張文山) ("Mr. Zhang"), aged 39, was appointed as an executive Director on January 20, 2020 and has been the director of research & development and manufacturing of the Group since January 2014, primarily responsible for overseeing the research, development and manufacturing operations of the Group. Prior to joining the Group, in January 2007, Mr. Zhang joined Gamma Star Tech, responsible for manufacturing operations and after-sales services. Mr. Zhang was promoted as the director of research, development and manufacturing of the Group in January 2014 and has been the leader of the Group's research & development and manufacturing operations since then.

Mr. Zhang graduated from Huainan College of Technology (淮南職業技術學院) with a diploma in computer application and maintenance in July 2003. He majored in administrative management and obtained a bachelor 's degree in administrative management from Wuhan University (武漢大學) in June 2013 through a self-taught education program.

Mr. Zhang has entered into a service contract with the Company for a term of 3 years commencing from the Listing Date or until the third annual general meeting of the Company since the date of his appointment, whichever is sooner, and unless terminated by not less than one month's prior notice in writing served by either party to the other. The service contract may be renewed in accordance with the Articles of Association and the applicable laws, rules and regulations. In accordance with the service contract, Mr. Zhang is entitled to a director 's fees of RMB23,394 per month (before tax), as recommended by the remuneration committee of the Board and determined by the Board with reference to his role and responsibilities with the Company.

As of the Latest Practicable Date, Mr. Zhang is interested in 62,027 ordinary shares of the Company within the meaning of Part XV of the SFO.

Ms. Jiang Hui (姜蕙) ("Ms. Jiang"), aged 45, was appointed as an executive Director on December 23, 2020 and is currently the director of the Group's radiotherapy division, primarily responsible for overseeing the business operation of the Group's in-network radiotherapy centers. Prior to joining the Group, she served at Sino-Maple (Shanghai) Co., Ltd. (北美楓情（上海）商貿有限公司) as the financial controller from January 2003 to July 2007. From August 2007 to August 2011, she was the financial

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

manager of Shanghai Xusheng Automatic Technology Co., Ltd. (上海旭勝自動化技術有限 公司). She joined the Group in September 2011 and was promoted as the director of the radiotherapy division in January 2015.

Ms. Jiang obtained a bachelor 's degree in accounting from Zhongnan University of Economics and Law (中南財經政法大學) in June 2007 through a self-taughtprogram. She was accredited as a mid-levelaccountant in May 2011 by the Shanghai Bureau of Human Resources and Social Security (上海市人力資源和社會保障局).

Ms. Jiang has entered into a service contract with the Company for a term of 3 years commencing from December 23, 2020 or until the third annual general meeting of the Company since the date of her appointment, whichever is sooner, and unless terminated by not less than one month's prior notice in writing served by either party to the other. Ms. Jiang will hold office until the next general meeting of the Company and is eligible for re-election at such meeting, and she will be subject to retirement by rotation and re-election in accordance with the Articles of Association of the Company. According to the terms of Ms. Jiang's service contract, she will receive a director 's fees of RMB336,800 per annum, as recommended by the remuneration committee of the Board and determined by the Board with reference to her role and responsibilities with the Company. In addition, Ms. Jiang may be entitled to a bonus as determined at the discretion of the Board with reference to her performance.

As of the Latest Practicable Date, Ms. Jiang is deemed to be interested in 62,027 ordinary shares of the Company within the meaning of Part XV of the SFO.

NON-EXECUTIVE DIRECTOR

Mr. Zhu Yiwen (朱義文) ("Mr. Zhu"), aged 57, was appointed as a non-executive Director on March 30, 2021. Mr. Zhu founded the Group in November 2009 and served as the general manager and a director of the Group until December 2019 and January 2020, respectively. Mr. Zhu is the father of Ms. Zhu Jianqiao (朱劍喬), and father-in-law of Mr. Ren Ai (任愛).

Mr. Zhu is an experienced physician with over 30 years of clinical experience. In September 1987, he started his career at The Affiliated Hospital of Xuzhou Medical University (徐州醫科大學附屬醫院), where he was trained to become a neurosurgeon and served as the director of the Gamma Knife Treatment Center (伽瑪刀中心) and the deputy director of the Neurosurgical Department (神經外科) and Medical Affairs Department (醫 務科) from November 1998 to October 2004. He subsequently served as the director of the Tumor Radiotherapy Center (腫瘤放療中心) and the deputy director of the Army-wide Chest Tumor Center (全軍胸部腫瘤中心) of The 455th Hospital of Chinese People's Liberation Army (中國人民解放軍第四五五醫院) from October 2004 to December 2015.

Mr. Zhu studied in clinical medicine at Xuzhou Medical University (徐州醫科大學, formerly known as Xuzhou Medical College (徐州醫學院) and graduated in July 1987 with a bachelor 's degree in medicine. He majored in neurosurgery and obtained his master 's degree in clinical medicine from Nanjing Medical University (南京醫科大學, formerly

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

known as Nanjing Medical College (南京醫學院) in July 1992. In August 1999, Mr. Zhu was accredited as an associate-chief physician (副主任醫師) and an associate professor by the Personnel Department of Jiangsu Province (江蘇省人事廳). He became a member of Chinese Medical Association (中華醫學會) in April 2002 and the 9th Radiation Oncology Specialty Society (放射腫瘤治療專科學會) of Jiangsu Branch of the Chinese Medical Association (中華醫學會江蘇分會) in July 2002.

Pursuant to the appointment letter entered into between the Company and Mr. Zhu, his initial term of office is three years commencing from March 30, 2021 or until the third annual general meeting of the Company since the date of his appointment, whichever is sooner, and unless terminated by not less than one month's prior notice in writing served by either party to the other and is eligible for re-election at such meeting, and he will be subject to retirement by rotation and re-election in accordance with the Articles of Association. According to the terms of Mr. Zhu's appointment letter, he will receive a director 's fees of RMB60,000 per annum, as recommended by the remuneration committee of the Board and determined by the Board with reference to his role and responsibilities with the Company.

As of the Latest Practicable Date, Mr. Zhu is one of the Controlling Shareholders, and is deemed to be interested in, within the meaning of Part XV of the SFO, (i) 111,668,436 ordinary Shares by Century River Holdings Limited, a company wholly-owned by Century River Investment Holdings Limited, which is in turn wholly-owned by Mr. Zhu,

1. 82,774,691 and 82,774,691 ordinary Shares held by Amber Tree Holdings Limited and Red Palm Holdings Limited, respectively, which are wholly-owned by Red Palm Investment Holdings Limited and in turn wholly-owned by Ms. Zhu Jianqiao ("Ms. Zhu"), one of the Controlling Shareholders, daughter of Mr. Zhu and acting in concert with Mr. Zhu pursuant to the concert party confirmation entered into between Mr. Zhu and Ms. Zhu dated September 25, 2019, and (iii) 2,400,000 ordinary Shares held by Spruce Wood Investment Holdings Limited, a company wholly-owned by Mr. Ren Ai ("Mr. Ren"), an executive Director, spouse of Ms. Zhu and son-in-law of Mr. Zhu, and 642,597 ordinary Shares through Group & Ray I Limited, Group & Ray II Limited and Group & Ray III Limited, which were awarded to Mr. Ren pursuant to the pre-IPO restricted share scheme adopted by the Company on July 17, 2019.

INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. Chen Penghui ("Mr. Chen"), aged 49, was appointed as an independent non-executive Director on September 18, 2019 and is primarily responsible for providing independent opinion and judgement to the Board.

Mr. Chen had more than 10 years of experience in the healthcare industry and investment. Prior to his career as a professional investor, he served as the president, chief operating officer and chief financial officer at ShangPharma Co., Ltd., a company once listed on the New York Stock Exchange and delisted in April 2013 after it was taken private by ShangPharma Parent Limited. From December 2011 to May 2014, he served as a managing director at China Everbright Holdings Co., Ltd. (中國光大集團股份公司). After that, he served as a partner at Sequoia Capital China (紅杉資本中國基金) from May 2014 to

- 15 -

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

May 2017. He has been a partner at Biotrack Capital (博遠醫療基金) which he co-founded in June 2017. Mr. Chen has been or once served as a director of several listed companies, including Jiangsu Yuyue Medical Equipment & Supply Co., Ltd. (江蘇魚躍醫療設備股份有 限公司) (Stock Code: 002223.SZ) where he served as a director from April 2015 to November 2017, BGI Genomics Co., Ltd. (深圳華大基因股份有限公司) (Stock Code: 300676.SZ) where he has been a director since June 2015, and VCREDIT Holdings Limited (維信金科控股有限公司) (Stock Code: 2003.HK) where he has been a director since June

2018.

Mr. Chen obtained his bachelor 's degree in chemistry from Nanjing University (南京 大學) in July 1993 and his master 's degree in medicinal chemistry from Tulane University in May 1998. He also received his master 's degree in business administration from Kellogg School of Management, Northwestern University in June 2003.

Mr. Chen has entered into a letter of appointment with the Company, under which he agreed to act as independent non-executive Director for an initial term of three years from the date of appointment, namely September 18, 2019, or until the third annual general meeting of the Company since the Listing Date, whichever ends earlier. Mr. Chen is entitled to a remuneration of RMB240,000 per annum, as recommended by the remuneration committee of the Board and determined by the Board with reference to his role and responsibilities with the Company.

- 16 -

APPENDIX II	EXPLANATORY STATEMENT
	ON THE REPURCHASE MANDATE

The following is an explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the total number of issued Shares comprised 618,000,000 Shares of nominal value of US$0.00001 each. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to repurchase a maximum of 61,800,000 Shares representing 10% of the total number of issued Shares during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by Cayman Companies Act or the Articles of Association; or (iii) the date upon which such authority is revoked or varied by a resolution of the Shareholders in general meeting prior to the next annual general meeting of the Company.

REASONS AND FUNDING OF REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase its Shares on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.

Repurchases of Shares will be financed out of funds legally available for the purpose and in accordance with the Articles of Association and the Cayman Companies Act. The Cayman Companies Act provides that the amount of capital repaid in connection with a share repurchase may be paid out of the profits of the Company or the proceeds of a fresh issue of Shares made for the purposes of the repurchase or out of capital subject to and in accordance with the Cayman Companies Act. The amount of premium payable on repurchase may only be paid out of either the profits of the Company or out of the share premium account before or at the time the Company's Shares are repurchased in the manner provided for in the Cayman Companies Act.

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and the Shareholders as a whole. The Directors consider that if the Repurchase Mandate was to be exercised in full at the current prevailing market value, it may not have a material adverse impact on the working capital and the gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at December 31, 2020, being the date to which the latest published audited consolidated financial statements of the Company were made up. The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material

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APPENDIX II	EXPLANATORY STATEMENT
	ON THE REPURCHASE MANDATE

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.

GENERAL

None of the Director nor any of their respective associates (as defined under the Listing Rules), to the best of their knowledge and belief, having made all reasonable enquiries, currently intends to sell any Shares to the Company or its subsidiaries, in the event that the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and the Articles of Association.

No core connected person has notified the Company that he has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is exercised.

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder 's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the Shareholder 's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the proposed Repurchase Mandate.

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Mr. Zhu Yiwen (朱義文), Ms. Zhu Jianqiao (朱劍喬) and Mr. Ren Ai (任愛) were interested in approximately 45.35% of the existing issued share capital of the Company. Pursuant to the concert party confirmation, Mr. Zhu Yiwen (朱義文) and Ms. Zhu Jianqiao (朱劍喬) act in concert in respect of their equity interests in the Company. Mr. Ren Ai (任愛) is the spouse of Ms. Zhu Jianqiao (朱劍喬), and is therefore deemed to be interested in the Shares which are interested by Ms. Zhu Jianqiao (朱劍喬) by virtue of the SFO. In the event that the Directors should exercise in full the Repurchase Mandate, the shareholding of Mr. Zhu Yiwen (朱義文), Ms. Zhu Jianqiao (朱劍喬) and Mr. Ren Ai (任愛) in the Company will be increased to approximately 50.39% of the issued share capital of the Company. To the best knowledge and belief of the Directors, such increase would give rise to an obligation to make a mandatory offer under the Takeovers Code. The Directors have no present intention to repurchase the Shares to the extent it will trigger the obligations under the Takeovers Code for Mr. Zhu Yiwen (朱義文), Ms. Zhu Jianqiao (朱劍喬) and Mr. Ren Ai (任

愛) to make a mandatory offer.

- 18 -

APPENDIX II	EXPLANATORY STATEMENT
	ON THE REPURCHASE MANDATE
			Approximate
			percentage of
			shareholding
		Number of	in the
Name of Shareholder	Nature of interest	Shares held (5)	Company
Mr. Zhu (1)(3)	Interest in a controlled	280,260,415 (L)	45.35%
	corporation/
	Interest of concert parties
Century River	Interest in a controlled	280,260,415 (L)	45.35%
Investment (1)(3)	corporation/
	Interest of concert parties
Century River (1)(3)	Beneficial interest/	280,260,415 (L)	45.35%
	Interest of concert parties
Ms. Zhu (2)(3)(4)	Interest in a controlled	280,260,415 (L)	45.35%
	corporation/
	Interest of concert parties/
	Interest of spouse
Red Palm	Interest in a controlled	280,260,415 (L)	45.35%
Investment (2)(3)	corporation/
	Interest of concert parties
Amber Tree (2)(3)	Beneficial interest/	280,260,415 (L)	45.35%
	Interest of concert parties
Red Palm (2)(3)	Beneficial interest/	280,260,415 (L)	45.35%
	Interest of concert parties

Notes:

1. Century River is wholly-owned by Century River Investment, which is in turn wholly-owned by Mr. Zhu. Therefore, Mr. Zhu and Century River Investment are deemed to be interested in the Shares directly held by Century River.
2. Each of Red Palm and Amber Tree is wholly-owned by Red Palm Investment, which is in turn wholly-owned by Ms. Zhu. Therefore, Ms. Zhu and Red Palm Investment are deemed to be interested in the total Shares directly held by Amber Tree and Red Palm.
3. Pursuant to the concert party confirmation, Mr. Zhu and Ms. Zhu have confirmed that they had and would continue to, for so long as they remain interested in the Shares, directly or indirectly, act in concert by aligning their votes at the shareholders' meetings of the Company. As such, Mr. Zhu and Ms. Zhu, together with Century River, Century River Investment, Red Palm, Amber Tree and Red Palm Investment, are all deemed to be interested in the total Shares directly held by Century River, Red Palm and Amber Tree.
4. Spruce Wood Investment Holdings Limited is wholly-owned by Mr. Ren Ai. Therefore, Mr Ren Ai is deemed to be interested in the Shares directly held by Spruce Wood Investment Holdings Limited. Ms. Zhu is the spouse of Mr. Ren Ai, and is therefore deemed to be interested in the Shares which are interested by Mr. Ren Ai by virtue of the SFO.
5. the letter "L" denotes the entity's long position in the Shares.

- 19 -

APPENDIX II	EXPLANATORY STATEMENT
	ON THE REPURCHASE MANDATE

The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.

SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares (whether on the Stock Exchange or otherwise) have been made by the Company in the six months preceding the Latest Practicable Date.

SHARE PRICES

The highest and lowest traded prices for Shares recorded on the Stock Exchange during the period from the Listing Date to the Latest Practicable Date were as follows:

	Highest	Lowest
Month	traded prices	traded prices
	HK$	HK$
2020
June	28.40	22.65
July	34.15	25.55
August	44.40	31.70
September	59.50	40.70
October	53.50	43.85
November	58.95	47.80
December	55.70	45.25
2021
January	74.40	48.75
February	73.20	53.95
March	62.00	42.30
April (up to the Latest Practicable Date)	63.00	53.55

- 20 -

NOTICE OF ANNUAL GENERAL MEETING

Hygeia Healthcare Holdings Co., Limited

海吉亞醫療控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6078)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an annual general meeting (the "Annual General Meeting") of Hygeia Healthcare Holdings Co., Limited (the "Company") will be held at Pearl Room 2, B1 Floor, InterContinental Shanghai Jing'An, No. 500, Heng Feng Road, Jing'an District, Shanghai, the PRC on June 28, 2021 at 3:00 p.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditor for the year ended December 31, 2020;
2. To declare a final dividend of RMB0.12 per share of the Company ("Share") for the year ended December 31, 2020;
3. To re-elect Ms. Cheng Huanhuan as an executive director of the Company (the "Director");
4. To re-elect Mr. Ren Ai as an executive Director;
5. To re-elect Mr. Zhang Wenshan as an executive Director;
6. To re-elect Ms. Jiang Hui as an executive Director;
7. To re-elect Mr. Zhu Yiwen as a non-executive Director;
8. To re-elect Mr. Chen Penghui as an independent non-executive Director;
9. To authorize the board of Directors (the "Board") to fix the Directors' remuneration;
10. To re-appoint PricewaterhouseCoopers as auditor of the Company and authorize the Board to fix its remuneration; and

- 21 -

NOTICE OF ANNUAL GENERAL MEETING

11. To consider and, if thought fit, to pass (with or without amendments) the following resolutions as ordinary resolutions:

1. "THAT:
   subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the capital of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;
2. 1. the approval in paragraph (i) above shall be in addition to any other authorization given to the Directors and shall authorize the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;
   2. the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period (as hereinafter defined) pursuant to paragraph (i) above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined) or (2) the grant or exercise of any option under the option scheme of the Company or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the Directors, officers and/or employees of the Company and/or any of its subsidiaries of Shares or rights to acquire Shares; or (3) any scrip dividend or similar arrangements providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (4) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into Shares, shall not exceed the aggregate of 20% of the total number of Shares in issue as at the date of passing this resolution and the said approval shall be limited accordingly;

- 22 -

NOTICE OF ANNUAL GENERAL MEETING

1. for the purpose of this resolution:-
2. 1. "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
   2. 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 any applicable law or the articles of association of the Company to be held; or
      3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and
   3. "Rights Issue" means an offer of Shares in the capital of the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares in the capital of the Company whose names appear on the register of members on a fixed record date in proportion to their holdings of Shares (subject to such exclusion or other arrangements as the Directors 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, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company)."

- 23 -

NOTICE OF ANNUAL GENERAL MEETING

1. "THAT:
2. 1. subject to paragraph (ii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase Shares on The Stock Exchange of Hong Kong Limited or on any other stock exchange on which the Shares may be listed and recognized for this purpose by the Securities and Futures Commission and The Stock Exchange of Hong Kong Limited and, subject to and in accordance with all applicable laws and 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, which may be repurchased pursuant to the approval in paragraph (i) above shall not exceed 10% of the total number of Shares in issue at the date of passing of this resolution, and the said approval shall be limited accordingly;
   3. subject to the passing of each of the paragraphs (i) and (ii) of this resolution, any prior approvals of the kind referred to in paragraphs (i) and (ii) of this resolution which had been granted to the directors of the Company and which are still in effect be and are hereby revoked; 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;
      2. the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; or
      3. the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting."

- 24 -

NOTICE OF ANNUAL GENERAL MEETING

1. "THAT conditional upon the resolutions numbered 11(A) and 11(B) set out in the notice convening this meeting being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with additional Shares and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the ordinary resolution numbered 11(A) set out in the notice convening this meeting be and is hereby extended by the addition to the total number of Shares which may be allotted by the Directors pursuant to such general mandate an amount representing the total number of Shares repurchased by the Company under the authority granted pursuant to ordinary resolution numbered 11(B) set out in the notice convening this meeting, provided that such amount shall not exceed 10% of the total number of Shares in issue at the date of passing of the said resolutions."

	By order of the Board
	Hygeia Healthcare Holdings Co., Limited
	Mr. Fang Min
	Chairman
Hong Kong, April 30, 2021
Registered office:	Headquarters in the PRC:
Harneys Fiduciary (Cayman) Limited	Suites 702-707
4th Floor, Harbour Place	Enterprise Square
103 South Church Street	No. 228 Meiyuan Road
P.O. Box 10240	Jing'an District, Shanghai
Grand Cayman KY1-1002	the PRC
Cayman Islands
	Principal place of business in Hong Kong:
	40/F., Dah Sing Financial Centre,
	No. 248 Queen's Road East
	Wanchai, Hong Kong

Notes:

1. Resolution numbered 11(C) will be proposed to the shareholders for approval provided that ordinary resolutions numbered 11(A) and 11(B) are passed by the shareholders of the Company.
2. A shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of himself/herself/itself; a proxy need not be a shareholder of the Company.
3. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

- 25 -

NOTICE OF ANNUAL GENERAL MEETING

1. In order to be valid, a form of proxy must be deposited at the Company's share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.
2. For ascertaining the entitlement to attend and vote at the Annual General Meeting, the transfer books and register of members will be closed from June 23, 2021 to June 28, 2021, both days inclusive, during which period no share transfers can be registered. All transfers accompanied by the relevant share certificates must be lodged with the Company's share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on June 22, 2021.
3. For ascertaining the entitlement to the proposed final dividend, the transfer books and register of members will be closed from July 5, 2021 to July 7, 2021, both days inclusive, during which period no share transfers can be registered. All transfers accompanied by the relevant share certificates must be lodged with the Company's share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on July 2, 2021.
4. In respect of the ordinary resolution numbered 3-8 above, Ms. Cheng Huanhuan, Mr. Ren Ai, Mr. Zhang Wenshan, Ms. Jiang Hui, Mr Zhu Yiwen and Mr. Chen Penghui shall retire and, being eligible, offer themselves for re-election at the above meeting. Details of the above directors are set out in Appendix I to the accompanied circular dated April 30, 2021.
5. In respect of the ordinary resolution numbered 11(A) above, the directors of the Company hereby state that they have no immediate plans to issue any new shares of the Company. Approval is being sought from the shareholders as a general mandate in accordance with the Listing Rules.
6. In respect of the ordinary resolution numbered 11(B) above, the Directors hereby state that they will exercise the powers conferred by the general mandate to repurchase shares of the Company in circumstances where they consider that the repurchase would be in the best interest of the Company and its shareholders as a whole. The Explanatory Statement containing the information necessary to enable shareholders of the Company to make an informed decision on whether to vote for or against the resolution to approve the general mandate to repurchase shares of the Company, as required by the Listing Rules, is set out in Appendix II to the accompanied circular dated April 30, 2021.

As of the date of this notice, the Board comprises Mr. Fang Min as chairman and non-executive Director, Mr. Zhu Yiwen as vice chairman and non-executive Director, Ms. Cheng Huanhuan, Mr. Ren Ai, Mr. Zhang Wenshan and Ms. Jiang Hui as executive Directors, and Mr. Liu Yanqun, Mr. Chen Penghui and Mr. Ye Changqing as independent non-executive Directors.

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