Radiance : PROPOSED GRANTING OF GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE SHARES AND PROPOSED RE-ELECTION OF RETIRING DIRECTORS 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 your 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 Radiance Holdings (Group) Company Limited, you should at once hand this circular, together with the enclosed proxy form, 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 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 howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

Radiance Holdings (Group) Company Limited

金輝控股（集團）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9993)

PROPOSED GRANTING OF GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE SHARES AND

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

Unless the context otherwise requires, capitalized terms used in this cover page shall have the same meanings as those defined in the section headed "Definitions" in this circular.

A notice convening the AGM of Radiance Holdings (Group) Company Limited to be held at Unit 6701-02, 67/F, The Center, 99 Queen's Road Central, Central, Hong Kong on Wednesday, 12 May 2021 at 11:00 a.m. is set out on pages 19 to 24 of this circular. A proxy form for use at the AGM is also enclosed and published on the Stock Exchange's website at www.hkexnews.hk and on the Company's website at www.radiance.com.cn.

Whether or not you are able to attend the AGM, you are requested to complete and sign the enclosed proxy form in accordance with the instructions printed thereon and return it to the Company's branch 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 AGM (i.e. not later than 11:00 a.m. on Monday, 10 May 2021 (Hong Kong Time)) or the adjourned meeting (as the case may be). Completion and return of the proxy form shall not preclude shareholders from attending and voting in person at the AGM or at any adjournment thereof if they so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please see pages 1 to 2 of this circular for measures being taken to try to prevent and control the spread of the Coronavirus at the AGM, including:

• compulsory temperature checks (any person with a fever, flu-like symptoms, respiratory symptoms or a body temperature of over 37.3 degree Celsius may be denied entry to the meeting venue)
• request of wearing of surgical face masks throughout the meeting and not wearing surgical face masks will be denied entry to the meeting venue
• no distribution of corporate gifts and no refreshments will be served
• other safety measures as appropriate

Any person who does not comply with the precautionary measures may be denied entry into the AGM venue, at the absolute discretion of the Company as permitted by law.

For the health and safety of Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the AGM by appointing the chairman of the AGM as their proxy and to return their proxy forms by the time specified above, instead of attending the AGM in person.

13 April 2021

	CONTENTS
		Page
Precautionary Measures for the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . .	1
Definitions .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
2.	Proposed Granting of General Mandate to Buy Back Shares . . . . . . . . . . . . . . .	7
3.	Proposed Granting of General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . .	8
4.	Proposed Re-Election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
5.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . .	9
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix I	- Explanatory Statement on the Share Buy-Back Mandate . . . . . . . . . .	11
Appendix II	- Details of the Directors Proposed to be Re-elected at the
	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19

- i -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the coronavirus disease (COVID-19) epidemic (the "COVID-19Pandemic") and the heightened requirements for the prevention and control of its spreading, to safeguard the health and safety of the Shareholders who might be attending the forthcoming AGM of the Company in person, the Company will implement the following precautionary measures at the AGM.

VOTING BY PROXY IN ADVANCE OF THE ANNUAL GENERAL MEETING

The Company does not in any way wish to diminish the opportunity available to Shareholders to exercise their rights and to vote, but is conscious of the pressing need to protect the Shareholders from possible exposure to the COVID-19 Pandemic.

For the health and safety of the Shareholders, the Company would like to encourage the Shareholders to exercise their right to vote at the AGM by appointing the chairman of the AGM as their proxy instead of attending the AGM in person. Physical attendance is not necessary for the purpose of exercising Shareholders' rights.

Completion and return of the proxy form will not preclude the Shareholders from attending and voting in person at the AGM or any adjournment thereof should they subsequently so wish.

The deadline to submit completed proxy form is Monday, 10 May 2021 at 11:00 a.m.

Completed proxy form must be returned to the Company's branch share registrar of Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong.

To safeguard the health and safety of the Shareholders who are attending the AGM in person, the Company will also implement the following measures at the AGM:

• all attendees will be required to undergo compulsory temperature checks before entering the AGM venue;
• any person who has a fever or exhibits flu-like symptoms or respiratory symptoms or a body temperature of over 37.3 degree Celsius will not be granted access to the AGM venue and will be asked to leave the AGM venue;
• every attendee will be required to wear a surgical face mask throughout the AGM. Any attendee who is not wearing a surgical mask will be denied entry to the AGM venue and will be asked to leave the AGM venue. Please note that no masks will be provided at the AGM venue and attendees should wear their own masks inside the AGM venue at all time, and to maintain a safe distance between seats;

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PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

• any person, who has recently travelled to, any affected countries or areas outside Hong Kong (as per guidelines issued by the Hong Kong government at www.chp.gov.hk) at any time in the preceding 14 days prior to the AGM, will not be permitted to attend the AGM; and
• no distribution of corporate gifts and refreshments will not be served at the AGM.

Shareholders who are feeling unwell or have been placed on leave of absence on the date of the AGM are advised not to attend the AGM.

As the COVID-19 Pandemic continues to evolve, the Company will closely monitor the situation and reserves the right to take further measures as appropriate in order to minimise any risk to the Shareholders and others attending the AGM and to comply with any requirements or recommendations of any government agencies from time to time.

The Company seeks the understanding and cooperation of all the Shareholders to minimise the risk of community spread of COVID-19. The AGM will commence sharply at 11:00 a.m. on Wednesday, 12 May 2021, and the Shareholders are encouraged to arrive at the AGM venue at least half an hour prior to the meeting commencement time to avoid delays from precautionary measures mentioned above in the registration process.

Appointment of proxy by non-registered Shareholders: Non-registeredShareholders whose Shares are held through banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited should consult directly with their banks or brokers or custodians (as the case may be) to assist them in the appointment of proxy.

If the Shareholders have any questions relating to the AGM, please contact Tricor Investor Services Limited, Company's branch share registrar of Hong Kong, as follows:

Tricor Investor Services Limited

Level 54, Hopewell Centre

183 Queen's Road East Hong Kong

Telephone: [phone]

Facsimile: [phone]

Email: [e-mail]

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DEFINITIONS

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

"Annual General Meeting" or "AGM"

the annual general meeting of the Company to be convened and held at Unit 6701-02, 67/F, The Center, 99 Queen's Road Central, Central, Hong Kong on Wednesday, 12 May 2021 at 11:00 a.m. to consider and, if appropriate, to approve the resolutions contained in the notice of the Annual General Meeting which is set out on pages 19 to 24 of this circular, or any adjournment thereof

"Articles of Association"

"Board"

"Company"

the articles of association of the Company currently in force

the board of Directors

Radiance Holdings (Group) Company Limited（金輝控 股（集團）有限公司）, a company incorporated in the Cayman Islands as an exempted company with limited

liability, the Shares of which are listed on the Main Board of the Stock Exchange

"Director(s)"

"Group"

"HK$"

"Hong Kong"

"Issue Mandate"

the director(s) of the Company

the Company and its subsidiaries

Hong Kong dollar(s), the lawful currency of Hong Kong

the Hong Kong Special Administrative Region of the People's Republic of China

a general mandate proposed to be granted to the Directors to allot, issue and deal with additional Shares of not exceeding 20% of the total number of issued shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 6 of the notice of the Annual General Meeting

"Latest Practicable Date"8 April 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

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DEFINITIONS

"Listing Date"

"Listing Rules"

"Nomination Committee"

"PRC"

"Prospectus"

"RMB"

"SFO"

"Shares(s)"

"Share Buy-back Mandate"

"Shareholder(s)"

"Stock Exchange"

29 October 2020, on which the Shares are listed and on which dealings in the Shares are first permitted to take place on the Stock Exchange

the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

the nomination committee of the Board

the People's Republic of China

the prospectus of the Company dated 16 October 2020 being issued in connection with the listing of the Shares on the Main Board of the Stock Exchange on 29 October 2020

Renminbi, the lawful currency of the PRC

the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

ordinary share(s) of HK$0.01 each in the issued capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company

a general mandate proposed to be granted to the Directors to buy back Shares with a total number of Shares of not exceeding 10% of the total number of issued Shares as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting

holder(s) of Share(s)

The Stock Exchange of Hong Kong Limited

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DEFINITIONS

"Takeovers Code"

"%"

Code on Takeovers and Mergers contained in the Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission in Hong Kong as amended from time to time

percent

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LETTER FROM THE BOARD

Radiance Holdings (Group) Company Limited

金輝控股（集團）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9993)

Executive Directors:	Registered Office:
LAM Ting Keung (Chairman)	PO Box 309, Ugland House
LAM Yu	Grand Cayman, KY1-1104
CHEN Chaorong	Cayman Islands
HUANG Junquan	Principal Place of Business and
Independent Non-executive Directors:	Headquarters in the PRC:
ZHANG Huaqiao	42/F, Radiance Plaza
TSE Yat Hong	Qiyang Road, Wangjing
CHUNG Chong Sun	Chaoyang District, Beijing
	PRC
	Principal Place of Business
	in Hong Kong:
	Unit 6701-02, 67/F
	The Center, 99 Queen's Road Central
	Central, Hong Kong
	13 April 2021
To the Shareholders
Dear Sir or Madam,

PROPOSED GRANTING OF GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE SHARES AND

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information in respect of certain resolutions to be proposed at the Annual General Meeting to be convened and held on Wednesday, 12 May 2021. A notice convening the Annual General Meeting is set out on pages 19 to 24 of this circular.

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LETTER FROM THE BOARD

2. PROPOSED GRANTING OF GENERAL MANDATE TO BUY BACK SHARES

Pursuant to the written resolutions passed by the sole Shareholder on 5 October 2020, a general mandate was granted to the Directors to buy back Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. Please refer to the section headed "Statutory and General Information" of the Prospectus for further details.

An ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Share Buy-back Mandate to the Directors to buy back Shares on the Stock Exchange or any other stock exchange on which the securities of the Company may be listed and which is recognized by the Securities and Futures Commission and the Stock Exchange for this purpose, with a total number of Shares of not exceeding 10% of the total number of issued Shares as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting as set out on pages 19 to 24 of this circular.

Assuming no further Shares are issued or bought back prior to the Annual General Meeting and based on the issued share capital of the Company of 4,045,227,000 Shares as at the Latest Practicable Date, the Directors would be allowed to buy back a maximum of 404,522,700 Shares under the Share Buy-back Mandate. The Share Buy-back Mandate will expire upon whichever is the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held; and (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

As at the Latest Practicable Date, the Directors have no immediate plan to buy back any Shares pursuant to the Share Buy-back Mandate.

An explanatory statement required to be sent to the Shareholders pursuant to the Listing Rules containing requisite information reasonably necessary for the Shareholders to make an informed decision on whether to vote for or against the granting of the Share Buy-back Mandate is set out in Appendix I to this circular.

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LETTER FROM THE BOARD

3. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES

In addition, pursuant to the written resolutions passed by the sole Shareholder on 5 October 2020, a general unconditional mandate was also granted to the Directors to allot, issue and deal with additional Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. Please refer to the section headed "Statutory and General Information" of the Prospectus for further details.

An ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Issue Mandate to the Directors to allot, issue and deal with additional Shares of not exceeding 20% of the total number of issued Shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 6 of the notice of the Annual General Meeting as set out on pages 19 to 24 of this circular. An ordinary resolution to extend the Issue Mandate by adding the number of Shares bought back by the Company pursuant to the Share Buy-back Mandate will also be proposed at the Annual General Meeting.

Assuming no further Shares are issued or bought back prior to the Annual General Meeting and based on the issued share capital of the Company of 4,045,227,000 Shares as at the Latest Practicable Date, the Directors would be allowed to allot and issue a maximum of 809,045,400 Shares under the Issue Mandate. The Issue Mandate will expire upon whichever is the earliest of:

1. the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws to be held; and (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.

As at the Latest Practicable Date, the Directors have no immediate plan to allot and issue any additional Shares pursuant to the Issue Mandate.

4. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 16.19 of the Articles of Association, Mr. Lam Yu, Mr. Chen Chaorong and Mr. Tse Yat Hong, shall retire by rotation. All of them, being eligible, will offer themselves for re-election at the Annual General Meeting.

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LETTER FROM THE BOARD

The Board has received from Mr. Tse Yat Hong, a written confirmation of his independence pursuant to Rule 3.13 of the Listing Rules and considers Mr. Tse Yat Hong to be independent under the Listing Rules.

The Board considers that the aforesaid retiring Directors, subject to re-election at the Annual General Meeting, will continue to contribute to the Board with their understanding of the businesses of the Group, diversity of skills set and perspectives as well as devotion to the Board. The Board also believes that the valuable knowledge and experience of the retiring Directors in the businesses of the Group and their general business acumen will continue to generate significant contribution to the Company and the Shareholders as a whole.

The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's board diversity policy and nomination policy, and the independence of the independent non-executive Directors. The Nomination Committee has recommended to the Board on re-election of all the aforesaid retiring Directors who, being eligible, will offer themselves for re-election at the Annual General Meeting.

Biographical details of the retiring Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.

5. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 19 to 24 of this circular.

Pursuant to the Listing Rules and the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, 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. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under the Listing Rules.

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LETTER FROM THE BOARD

A proxy form for use at the Annual General Meeting is enclosed with this circular and is also published on the Stock Exchange's website at www.hkexnews.hk and on the Company's website at www.radiance.com.cn. To be valid, the proxy form must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company's branch 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 Annual General Meeting (i.e. not later than 11:00 a.m. on Monday, 10 May 2021 (Hong Kong Time)) or the adjourned meeting (as the case may be). Completion and delivery of the proxy form will not preclude you from attending and voting at the Annual General Meeting or at any adjournment thereof if you so wish.

6. RECOMMENDATION

The Directors consider that the proposed granting of the Share Buy-back Mandate and the Issue Mandate, and the proposed re-election of retiring Directors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

Yours faithfully,

For and on behalf of the Board

Radiance Holdings (Group) Company Limited

Lam Ting Keung

Chairman

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APPENDIX I EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

This appendix serves an explanatory statement required to be sent to the Shareholders pursuant to the Listing Rules containing requisite information reasonably necessary for the Shareholders to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Buy-back Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 4,045,227,000 Shares.

Subject to the passing of the ordinary resolution set out in item 5 of the notice of the Annual General Meeting in respect of the granting of the Share Buy-back Mandate and on the basis that no further Shares are issued or bought back or cancelled following the Latest Practicable Date and up to the date of the Annual General Meeting, exercise in full of the Share Buy-back Mandate could accordingly result in up to 404,522,700 Shares, representing 10% of the total number of Shares in issue as at the date of the Annual General Meeting, being bought back by the Company during the period from the passing of the Share Buy-back Mandate at the Annual General Meeting up to

1. the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws to be held; or (iii) the passing of an ordinary resolution by Shareholders in a general meeting of the Company revoking or varying the Share Buy-back Mandate, whichever occurs first.

2. REASONS FOR SHARE BUY-BACKS

The Directors believe that the Share Buy-back Mandate is in the best interests of the Company and the Shareholders as a whole and would provide the Directors with flexibility to buy back Shares if and when appropriate. Such buy-backs 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 buy-backs will benefit the Company and the Shareholders as a whole.

3. FUNDING OF SHARE BUY-BACKS

In buying back Shares, the Company may only apply funds legally available for such buy- backs in accordance with its Articles of Association, the laws of the Cayman Islands, the Listing Rules and/or any other applicable laws, as the case may be.

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APPENDIX I EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

4. IMPACT OF SHARE BUY-BACKS

There might be a material adverse effect on the working capital or gearing position of the Group, as compared with the position disclosed in the audited financial statements contained in the annual report of the Company for the year ended 31 December 2020, in the event that the Share Buy-back Mandate is exercised in full at any time during the proposed buy-back period. However, the Directors do not intend to exercise the Share Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Group or its gearing levels.

5. GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Share Buy- back Mandate is approved by the Shareholders.

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell any Shares to the Company, or has undertaken not to do so in the event that the granting of the Share Buy-back Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to, so far as the same may be applicable, exercise the power of the Company to buy back Shares pursuant to the Share Buy-back Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and the Articles of Association.

6. TAKEOVERS CODE AND MINIMUM PUBLIC FLOAT

If as a result of a buy-back of Shares pursuant to the Share Buy-back Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purpose of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

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APPENDIX I EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

To the best knowledge of the Directors, as at the Latest Practicable Date, Glowing Shine Limited was interested in 3,400,000,000 Shares, representing approximately 84.05% of the issued share capital of the Company. Glowing Shine Limited is wholly owned by Radiance Group Holdings Limited, which in turn is owned as to 64.97% by Mr. Lam Ting Keung, the chairman of the Company and an executive Director, and 35.03% by Ms. Lam Fung Ying, the spouse of Mr. Lam Ting Keung. By virtue of the SFO, each of Mr. Lam Ting Keung, Ms. Lam Fung Ying and Radiance Group Holdings Limited is deemed to be interested in the Shares held by Glowing Shine Limited.

In the event that the Directors exercise the proposed Share Buy-back Mandate in full, the aggregate shareholding of Mr. Lam Ting Keung and Ms. Lam Fung Ying, through Radiance Group Holdings Limited and Glowing Shine Limited, would be increased to approximately 93.39% of the issued share capital of the Company.

To the best knowledge of the Directors, such increase in shareholding of Mr. Lam Ting Keung and Ms. Lam Fung Ying would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors do not intend to exercise the Share Buy-back Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. The Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any buy-back of Shares pursuant to the Share Buy-back Mandate.

As disclosed in the Prospectus and the announcement of the Company dated 20 November 2020, the Stock Exchange has granted the Company a waiver from strict compliance with Rule 8.08(1)(a) of the Listing Rules, pursuant to which the minimum percentage of the Shares from time to time held by the public shall be 15% of the total issued share capital of the Company after the exercise of the Over-allotment Option (as defined in the Prospectus). The Directors do not intend to exercise the Share Buy-back Mandate to such extent as would result in the aggregate number of Shares held by the public shareholders falling below the prescribed minimum percentage as approved by the Stock Exchange.

7. BUY-BACKS OF SHARES MADE BY THE COMPANY

During the six months prior to the Latest Practicable Date, the Company did not buy back any of the Shares (whether on the Stock Exchange or otherwise).

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APPENDIX I EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

8. SHARE PRICES

During the period from the Listing Date to the Latest Practicable Date, the highest and lowest prices per Share at which the Shares were traded on the Stock Exchange were as follows:

	Share prices (per Share)
	Highest	Lowest
	HK$	HK$
2020
October (from the Listing Date)	4.38	4.18
November	4.49	4.23
December	4.47	4.22
2021
January	4.83	4.27
February	4.68	4.17
March	4.71	4.10
April (up to and including the Latest Practicable Date)	4.71	4.44

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

The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting.

Mr. Lam Yu, aged 30, was appointed as the Director on 17 October 2019 and was re-designated as the executive Director on 16 March 2020. Mr. Lam Yu is also an executive president of the Group and is primarily responsible for the management of Presidents' Office, human resources and Administrative Management Office of the Group. He joined the Group in March 2011 as a director of Yancheng Jinhui Juye and had been a director of the various subsidiaries.

Mr. Lam Yu participated in the Advanced Seminar for Chief Executive Officers on Real Estate Development and Investment and Finance at Tsinghua University（清華大學房地產開發與 投融資總裁高級研修班）from May 2010 to March 2011.

Mr. Lam Yu is the son of Mr. Lam Ting Keung, the executive Director.

Save as disclosed above, Mr. Lam Yu (i) has not held any directorships or taken any major appointment in any other public companies the securities of which are listed in Hong Kong or overseas in the past three years; (ii) has no relationships with any Directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company; and (iii) does not have any interests in any shares or underlying shares of the Company or its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Mr. Lam Yu has entered into a service contract with the Company for a fixed term of three years starting from 29 October 2020 and subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Mr. Lam Yu will not receive any remuneration pursuant to the service contract. Mr. Lam Yu is entitled to receive a discretionary bonus to be determined by the Board with reference to his duties and responsibilities as well as the prevailing market conditions.

Save for the information disclosed above, Mr. Lam Yu confirmed that there is no other information required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, and there are no other matters in relation to his standing for re-election as Director that need to be brought to the attention of the Shareholders.

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

Mr. Chen Chaorong, aged 47, was appointed as the Director on October 17, 2019 and was redesignated as the executive Director on 16 March 2020. Mr. Chen is also an executive president of the Group and is primarily responsible for the investment, financing and legal matters of the Group. Mr. Chen joined the Group as an assistant to general manager of Radiance Group in August 2006 and has held various positions in Radiance Group, including financial director, company secretary, deputy general manager and director.

From June 2000 to August 2002, Mr. Chen worked in Fuzhou branch office of China Great Wall Asset Management Corporation（中國長城資產管理公司）, an asset management company in the PRC. From August 2002 to June 2006, Mr. Chen served as a project manager in Fujian Huaxing Certified Public Accountants LLP（福建華興會計師事務所）, an accounting firm in the PRC.

Mr. Chen obtained a bachelor's degree in investment economics from Central University of Finance and Economics（中央財經大學）(formerly known as Central College of Finance and Banking（中央財政金融學院）) in the PRC in June 1995. He also obtained a master's degree in business administration from Tsinghua University（清華大學）in the PRC in July 2019. Mr. Chen obtained the qualification of Senior Accountant granted by Fujian Provincial Department of Human Resources and Social Security（福建省人力資源和社會保障廳）(formerly known as Fujian Provincial Department of Human Resources（福建省人事廳）) in May 2008. Currently, Mr. Chen is a member of the Eighth session of Chinese Real Estate Association（中國房地產業協會）.

Save as disclosed above, Mr. Chen (i) has not held any directorships or taken any major appointment in any other public companies the securities of which are listed in Hong Kong or overseas in the past three years; (ii) has no relationships with any Directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company; and (iii) does not have any interests in any shares or underlying shares of the Company or its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Mr. Chen has entered into a service contract with the Company for a fixed term of three years starting from 29 October 2020 and subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Mr. Chen will not receive any remuneration pursuant to the service contract. Mr. Chen is entitled to receive a discretionary bonus to be determined by the Board with reference to his duties and responsibilities as well as the prevailing market conditions.

Save for the information disclosed above, Mr. Chen confirmed that there is no other information required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, and there are no other matters in relation to his standing for re-election as Director that need to be brought to the attention of the Shareholders.

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

Mr. Tse Yat Hong, aged 51, was appointed as the independent non-executive Director on 5 October 2020. Mr. Tse is primarily responsible for providing independent advice on the operations and management to the Board.

From January 1994 to May 2000, Mr. Tse worked as an audit manager in

PricewaterhouseCoopers, an accounting firm. From June 2000 to May 2019, Mr. Tse worked as the chief financial officer in Shenzhen International Holdings Limited（深圳國際控股有限公司）, a company engages in the investment, construction and operation of logistics infrastructure facilities,

whose shares are listed on the Stock Exchange (stock code: 0152), where he was primarily responsible for the overall financial management and capital market operation of such company. From August 2000 to March 2008, Mr. Tse also worked as the company secretary of Shenzhen

International Holdings Limited. From September 2004 to September 2007, Mr. Tse worked as a joint company secretary of Shenzhen Expressway Company Limited（深圳高速公路股份有限公 司）.

Mr. Tse is currently an independent non-executive director of China Bohai Bank Co., Ltd. （渤海銀行股份有限公司）, a PRC commercial bank, whose H shares are listed on the Stock Exchange (stock code: 9668), an independent non-executive director of China Huirong Financial Holdings Limited（中國匯融金融控股有限公司）, a company engages in the provision of diversified financial services in China, whose shares are listed on the Stock Exchange (stock code: 1290) and an independent non-executive director of Sky Light Holdings Limited（天彩控股有 限公司）, a developer and manufacturer of home surveillance cameras and other digital imaging products, whose shares are listed on the Stock Exchange (stock code: 3882) and an independent non-executive director of E-Star Commercial Management Company Limited（星盛商業管理股 份有限公司）, a commercial property operational service provider in the Greater Bay Area, whose shares are listed on the Stock Exchange (stock code: 6668). Mr. Tse served as a non-executive

director of Shenzhen Expressway Company Limited from January 2009 to December 2017, a toll road operator in China, whose shares are listed on the Stock Exchange (stock code: 0548) and the

Shanghai Stock Exchange (stock code: 600548). He was also an independent non-executive director of Casablanca Group Limited（卡撒天嬌集團有限公司）from October 2012 to April 2015, a leading branded bedding products companies in the PRC and Hong Kong, whose shares are listed

on the Stock Exchange (stock code: 2223).

Mr. Tse obtained a bachelor's degree in science from Monash University in Australia in April

1992. He is a Fellow of the Hong Kong Institute of Certified Public Accountants (HKICPA) and a FCPA of CPA Australia.

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

Save as disclosed above, Mr. Tse (i) has not held any directorships or taken any major appointment in any other public companies the securities of which are listed in Hong Kong or overseas in the past three years; (ii) has no relationships with any Directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company; and (iii) does not have any interests in any shares or underlying shares of the Company or its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Mr. Tse has entered into a letter of appointment with the Company for a fixed term of three years starting from 29 October 2020, the date on which the Company is listed on the Stock Exchange, and subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Mr. Tse is entitled to receive a director's fee of HK$300,000 per annum.

Save for the information disclosed above, Mr. Tse confirmed that there is no other information required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, and there are no other matters in relation to his standing for re-election as Director that need to be brought to the attention of the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

Radiance Holdings (Group) Company Limited

金輝控股（集團）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9993)

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that an annual general meeting (the "Annual General Meeting") of Radiance Holdings (Group) Company Limited (the "Company") will be convened and held at Unit 6701-02, 67/F, The Center, 99 Queen's Road Central, Central, Hong Kong on Wednesday, 12 May

2021 at 11:00 a.m. for the following purposes:

As ordinary business:

1. To consider and adopt the audited consolidated financial statements of the Company and the reports of the board (the "Board") of directors (the "Directors") and auditor for the year ended 31 December 2020.
2. To declare a final dividend of HK0.32 dollars (equivalent to RMB0.27) per ordinary share for the year ended 31 December 2020.
3. (A) To re-elect Mr. Lam Yu as an executive Director.
4. 1. To re-elect Mr. Chen Chaorong as an executive Director.
   2. To re-elect Mr. Tse Yat Hong as an independent non-executive Director.
   3. To authorize the Board to fix the Directors' remuneration.
5. To re-appoint Ernst & Young as auditor of the Company and to authorize the Board to fix its remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

As additional ordinary business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

5. "THAT:

1. subject to item 5(b) below, a general mandate be and is hereby generally and unconditionally given to the Directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to buy back its shares on The Stock Exchange of Hong Kong Limited ("Stock Exchange") or any other stock exchange on which the securities of the Company may be listed and which is recognized by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws, rules and regulations;
2. the total number of shares of the Company to be bought back pursuant to the mandate in item 5(a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be bought back under the mandate in item 5(a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and
3. for the purpose of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
4. 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 articles of association of the Company or any applicable laws 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 in general meeting."

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NOTICE OF ANNUAL GENERAL MEETING

6. "THAT:

1. subject to item 6(c) below, a general mandate be and is hereby generally and unconditionally given to the Directors of the Company during the Relevant Period (as defined below) to allot, issue and deal with additional shares in the Company and to make or grant offers, agreements, options and rights which might require the exercise of such powers;
2. the mandate in item 6(a) above shall authorize the Directors to make or grant offers, agreements, options and rights during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;
3. the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the mandate in item
   6(a) above, otherwise than pursuant to:
4. 1. a Rights Issue (as defined below);
   2. the exercise of options under a share option scheme of the Company; and
   3. any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company,

shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be issued under the mandate in item 5(a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and

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NOTICE OF ANNUAL GENERAL MEETING

1. for the purpose of this resolution:
   "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 the articles of association of the Company or any applicable laws 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 in general meeting.

"Right Issue" means an offer of shares open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions 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 any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange)."

7. "THAT conditional upon the passing of the resolutions set out in items 5 and 6 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 6 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of the number of shares bought back by the Company pursuant to the mandate referred to in resolution set out in item 5 of the Notice, provided that such amount shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution."

By Order of the Board

Radiance Holdings (Group) Company Limited

Lam Ting Keung

Chairman

Hong Kong, 13 April 2021

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. All resolutions at the meeting will be taken by poll (except where the chairman 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) pursuant to the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules"). The results of the poll will be published on the websites of Stock Exchange's website at www.hkexnews.hk and on the Company's website at www.radiance.com.cn.
2. Any shareholder of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant proxy form. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.
3. In order to be valid, the proxy form together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company's branch 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 Annual General Meeting (i.e. not later than 11:00 a.m. on Monday, 10 May 2021 (Hong Kong Time)) or the adjourned meeting (as the case may be). Delivery of the proxy form shall not preclude a shareholder of the Company from attending and voting in person at the Annual General Meeting or at any adjournment thereof and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
4. For determining the entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Friday, 7 May 2021 to Wednesday, 12 May 2021, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on Thursday, 6 May 2021.
5. For determining the entitlement to the proposed final dividend (subject to approval by the shareholders at the Annual General Meeting), the register of members of the Company will be closed from Wednesday, 26 May 2021 to Thursday, 27 May 2021, both days inclusive, during which no transfer of shares will be registered. In order to qualify for the proposed final dividend, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on Tuesday, 25 May 2021.
6. A circular containing further details concerning the resolutions set out in the above notice will be sent to all shareholders of the Company together with the annual report of the Company for the year ended 31 December 2020.
7. If a typhoon signal no. 8 or above is hoisted or a black rainstorm warning signal or extreme conditions caused by super typhoons is in force at or at any time after 7:00 a.m. on the date of the Annual General Meeting, subject to consent of the meeting, the meeting will be postponed or adjourned. The Company will post an announcement on the Stock Exchange's website at www.hkexnews.hk and on the Company's website at www.radiance.com.cn. to notify shareholders of the Company of the date, time and place of the rescheduled meeting.

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NOTICE OF ANNUAL GENERAL MEETING

1. References to time and dates in this notice are to Hong Kong time and dates.
2. As at the date of the notice, the Board comprises four executive Directors, namely, Mr. Lam Ting Keung, Mr. Lam Yu, Mr. Chen Chaorong and Mr. Huang Junquan and three independent non-executive Directors, namely, Mr. Zhang Huaqiao, Mr. Tse Yat Hong and Mr. Chung Chong Sun.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please see pages 1 to 2 of this circular for measures being taken to try to prevent and control the spread of the Coronavirus at the AGM, including:

• compulsory temperature checks (any person with a fever, flu-like symptoms, respiratory symptoms or a body temperature of over 37.3 degree Celsius may be denied entry to the meeting venue)
• request of wearing of surgical face masks throughout the meeting and not wearing surgical face masks will be denied entry to the meeting venue
• no distribution of corporate gifts and no refreshments will be served
• other safety measures as appropriate

Any person who does not comply with the precautionary measures may be denied entry into the AGM venue, at the absolute discretion of the Company as permitted by law.

For the health and safety of Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the AGM by appointing the chairman of the AGM as their proxy and to return their proxy forms by the time specified above, instead of attending the AGM in person.

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