Reliance Global : GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, 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, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Reliance Global Holdings Limited, you should at once hand this circular, together with the enclosed proxy form, to the purchaser or transferee or to the licensed securities dealer, bank 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.

RELIANCE GLOBAL HOLDINGS LIMITED

*

(Incorporated in Bermuda with limited liability)

(Stock code: 723)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Reliance Global Holdings Limited (the "Company") to be held at 22/F., China Overseas Building, 139 Hennessy Road, Wanchai, Hong Kong on Friday, 25 September 2020 at 10:30 a.m. or any adjournment thereof is set out on pages 12 to 17 of this circular. Whether or not you are able to attend the annual general meeting, please complete and return the enclosed proxy form in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar and transfer office of the Company, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the annual general meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the annual general meeting or any adjourned meeting should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING (THE "AGM")

To prevent and control the spread of Coronavirus disease 2019 pandemic (COVID-19), the Company will implement the following precautionary measures:

1. mandatory body temperature screening at the entrance of the meeting venue for each attendee. Any person with a body temperature over 37.5oC shall not be permitted to enter the meeting venue;
2. compulsory use of surgical face masks;
3. no distribution of corporate souvenirs/gifts or refreshments; and
4. appropriate distancing and spacing between seats.

Any attendee who does not comply with the precautionary measures or is subject to quarantine with any flu-like symptoms, who has had close contact with any person under quarantine, or has travelled overseas within 14 days immediately before the AGM shall not be permitted to enter the meeting venue. All shareholders of the Company are strongly encouraged to appoint the Chairman of the AGM as his/her/its proxy as an alternative to attending the AGM in person.

To the extent permitted under law, the Company reserves the right to deny entry into the meeting venue or require any person to leave the meeting venue in order to ensure the safety of the attendees at the AGM.

• For identification purpose only

25 August 2020

CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX II - DETAILS OF THE RETIRING
DIRECTORS TO BE RE-ELECTED AT THE AGM . . . . . . . . .	10
NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

i

DEFINITIONS

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

"AGM"	annual general meeting of the Company to be held at 22/F., China
	Overseas Building, 139 Hennessy Road, Wanchai, Hong Kong on
	Friday, 25 September 2020 at 10:30 a.m. or any adjournment
	thereof
"AGM Notice"	notice convening the AGM as set out on pages 12 to 17 of this
	circular
"Board"	Board of Directors of the Company
"Bye-laws"	Bye-laws of the Company (as amended, supplemented or modified
	from time to time)
"close associate(s)"	has the meaning ascribed to it under the Listing Rules
"Company"	Reliance Global Holdings Limited, a company incorporated in
	Bermuda with limited liability and the Shares of which are listed
	on the Main Board of the Stock Exchange
"core connected person(s)"	has the meaning ascribed to it under the Listing Rules
"Director(s)"	director(s) of the Company
"Group"	the Company and its subsidiaries
"Hong Kong"	Hong Kong Special Administrative Region of the People's
	Republic of China
"Issue Mandate"	a general mandate to be granted to the Directors at the AGM to
	exercise the powers of the Company to allot, issue and deal with
	new Shares not exceeding 20% of the total number of the issued
	Shares at the date of passing of the resolution for approving such
	mandate
"Latest Practicable Date"	21 August 2020, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining certain
	information contained herein
"Listing Rules"	Rules Governing the Listing of Securities on the Stock Exchange
"Preferred Share(s)"	convertible preferred share(s) of HK$0.01 each in the capital of
	the Company carrying rights to convert into Shares

1

	DEFINITIONS
"Repurchase Mandate"	a general mandate to be granted to the Directors at the AGM to
	exercise the powers of the Company to repurchase Shares of not
	exceeding 10% of the total number of the issued Shares at the
	date of passing of the resolution for approving such mandate
"SFO"	Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
"Share(s)"	ordinary share(s) of HK$0.01 each in the share capital of the
	Company
"Shareholder(s)"	holder(s) of the Shares
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	Code on Takeovers and Mergers
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"%"	per cent.

In the event of any inconsistency, the English text of this circular, the AGM Notice and the accompanying proxy form shall prevail over the Chinese text.

2

LETTER FROM THE BOARD

RELIANCE GLOBAL HOLDINGS LIMITED

*

(Incorporated in Bermuda with limited liability)

(Stock code: 723)

Executive Directors:	Registered Office:
Ms. Wang Jingyu (Chairlady)	Clarendon House
Mr. Lai Ming Wai (Chief Executive Officer)	2 Church Street
Ms. Chan Yuk Yee	Hamilton HM 11
	Bermuda
Independent Non-executive Directors:
Mr. Yam Kwong Chun	Head office and principal place of
Mr. Chiang Bun	business in Hong Kong:
Mr. Chai Chi Keung	Room 3201, 32nd Floor
	China Resources Building
	26 Harbour Road, Wanchai
	Hong Kong
	25 August 2020
To the Shareholders, and for information only,
holders of the Preferred Shares,
Dear Sir or Madam,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information relating to (i) the proposed general mandates to issue and to repurchase Shares and to extend the general mandate to allot, issue and deal with Shares by adding to it the number of Shares repurchased; and (ii) re-election of retiring Directors.

• For identification purpose only

3

LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the AGM, ordinary resolutions will be proposed to grant to the Directors the Issue Mandate and the Repurchase Mandate. Conditional upon the above resolutions being passed, a separate resolution will be proposed to extend the Issue Mandate by adding to it the aggregate number of Shares repurchased under the Repurchase Mandate. Details of these resolutions are contained in the AGM Notice.

As at the Latest Practicable Date, the Company had 9,105,709,503 Shares in issue. Assuming that there is no change in the number of the issued Shares during the period between the Latest Practicable Date and the date of the AGM, the maximum number of Shares which may be allotted, issued and dealt with pursuant to the Issue Mandate will be 1,821,141,900 Shares and the maximum number of Shares which may be repurchased pursuant to the Repurchase Mandate will be 910,570,950 Shares.

An explanatory statement containing information relating to the Repurchase Mandate as required by Rule 10.06(1)(b) of the Listing Rules is set out in Appendix I to this circular. This explanatory statement provides the Shareholders with information reasonably necessary to enable them to make an informed decision on whether to vote for or against the resolution in relation to the granting of the Repurchase Mandate.

RE-ELECTION OF THE RETIRING DIRECTORS

In accordance with Bye-law 87(2) of the Bye-laws, Ms. Chan Yuk Yee and Mr. Yam Kwong Chun will retire at the AGM and being eligible, offer themselves for re-election.

Biographical details of the retiring Directors who are proposed to be re-elected at the AGM as required to be disclosed under Rule 13.51(2) of the Listing Rules are set out in Appendix II to this circular.

THE AGM

The AGM Notice is set out on pages 12 to 17 of this circular. A proxy form for use at the AGM is enclosed.

In order to be eligible to attend and vote at the AGM, all unregistered holders of Shares shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Friday, 18 September 2020.

A proxy form is herewith enclosed for use at the AGM. Whether or not you propose to attend the AGM, you are requested to complete the proxy form and return it to the Hong Kong branch share registrar and transfer office of the Company, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding of the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude Shareholders from attending and voting at the AGM or any adjourned meeting if they so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

4

LETTER FROM THE BOARD

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 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. Accordingly, the chairman of the AGM will put the resolutions set out in the AGM Notice to be voted by way of poll pursuant to Bye-law 66 of the Bye-laws. An announcement on the poll results will be published by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors consider that the above proposed resolutions referred to in this circular and the AGM Notice are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of all the resolutions as set out in the AGM Notice.

Yours faithfully

For and on behalf of the Board

Reliance Global Holdings Limited

Wang Jingyu

Chairlady

5

APPENDIX I	EXPLANATORY STATEMENT

The following is an explanatory statement required by the Listing Rules to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the Company had 9,105,709,503 Shares in issue. Subject to the passing of the ordinary resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased from the Latest Practicable Date up to the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 910,570,950 Shares, representing 10% of the total number of Shares in issue as at the date of the AGM.

2. REASONS FOR REPURCHASE

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

3. FUNDING OF REPURCHASE

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Company's constitutive documents and the laws of the jurisdiction in which the Company is incorporated or otherwise established. Bermuda laws provide that funds used for a repurchase may only be paid out of the capital paid up on the relevant shares, or the funds of the Company that would otherwise be available for dividend or distribution, or the proceeds of a fresh issue of shares made for the purpose. The amount of premium, if any, payable on a repurchase may only be paid out of either the funds of the Company that would otherwise be available for dividend or distribution or out of the share premium account of the Company before the shares are repurchased.

4. EFFECT OF EXERCISE OF THE REPURCHASE MANDATE

There might be a material adverse impact on the working capital and/or gearing position of the Company (as compared with the position disclosed in the audited consolidated financial statements of the Company for the year ended 31 March 2020, being the date of the latest published audited consolidated financial statements of the Company) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material 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.

6

APPENDIX I	EXPLANATORY STATEMENT

5. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of the knowledge and belief of the Directors, having made all reasonable enquiries, any of their respective close associates have any present intention, in the event that the proposed Repurchase Mandate is approved, to sell any Shares to the Company. No core connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the proposed Repurchase Mandate is approved.

6. DIRECTORS' UNDERTAKING

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 and the applicable laws of Bermuda.

7. EFFECT OF THE TAKEOVERS CODE

If as a result of a repurchase of Shares, 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 the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase in the Shareholder's interests, may obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

7

APPENDIX I	EXPLANATORY STATEMENT

As at the Latest Practicable Date, the following Shareholders had interests representing 5% or more of the issued Shares of the Company:

			Approximate% of interest
				If the
			As at	Repurchase
	Capacity/	Number of	the Latest	Mandate is
	Nature of	Shares held/	Practicable	exercised
Name	Interest	interested	Date	in full
Wang Jingyu	Interest of controlled	2,444,359,944	26.84%	29.83%
("Ms. Wang")	corporation	(Note (i))
Elite Prosperous Enterprises	Interest of controlled	2,444,359,944	26.84%	29.83%
Limited ("Elite Prosperous")	corporation	(Note (i))
Champion Alliance	Beneficial owner	2,444,359,944	26.84%	29.83%
Enterprises Limited		(Note (i))
("Champion Alliance")
Loh Jiah Yee, Katherine	Interest of controlled	1,294,849,338	14.22%	15.80%
("Ms. Loh")	corporation	(Note (ii))
Lau Jack ("Mr. Lau")	Interest of spouse	1,294,849,338	14.22%	15.80%
		(Note (iii))
Assure Gain International	Beneficial owner	822,176,547	13.80%	15.33%
Limited ("Assure Gain")		(Note (iv))
	Interest of controlled	434,094,363
	corporation	(Note (iv))

Notes:

1. These interests were held by Champion Alliance which was a wholly owned subsidiary of Elite Prosperous which in turn was wholly owned by Ms. Wang. Ms. Wang was also the sole director of Champion Alliance and Elite Prosperous. Accordingly, Ms. Wang and Elite Prosperous were deemed to be interested in the 2,444,359,944 Shares under the SFO.
2. Ms. Loh was beneficially interested in 100% of the issued share capital of Assure Gain, which held 100% of the issued share capital of Winner Global Holdings Limited ("Winner Global") and Splendid Asset Holdings Limited ("Splendid Asset") respectively. Ms. Loh was also beneficially interested in 50% of the issued share capital of Corp Insights Holdings Inc. ("Corp Insights") held through Corporate Insights Limited. Assure Gain was the registered holder of 822,176,547 Shares, Winner Global was the registered holder of 213,360,741 Shares, Splendid Asset was the registered holder of 220,733,622 Shares and Corp Insights was the registered holder of 38,578,428 Shares. Accordingly, Ms. Loh was deemed to be interested in the 1,294,849,338 Shares under the SFO.
3. Mr. Lau, being the spouse of Ms. Loh, was deemed to have an interest in the same parcel of the Shares in which Ms. Loh was interested under the SFO.
4. Assure Gain held 100% of the issued share capital of Winner Global and Splendid Asset respectively. Assure Gain was the registered holder of 822,176,547 Shares, Winner Global was the registered holder of 213,360,741 Shares and Splendid Asset was the registered holder of 220,733,622 Shares. Accordingly, Assure Gain was deemed to be interested in the 434,094,363 Shares held by Winner Global and Splendid Asset under the SFO.

8

APPENDIX I	EXPLANATORY STATEMENT

In the event the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate, the interests of each of the above Shareholders in the Company would be increased to approximately the respective percentages as set out in the table above. On the basis of the aforesaid increase of shareholding held by the Shareholders set out above, none of the Shareholders above is obliged to make a mandatory offer under Rule 26 of the Takeovers Code.

Save as aforesaid, the Directors are not aware of any other consequences, which will arise under the Takeovers Code as a result of any repurchases to be made under the Repurchase Mandate.

8. SHARE REPURCHASE MADE BY THE COMPANY

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

9. SHARE PRICES

Trading in the Shares on the Stock Exchange has been suspended commencing from 9:00 a.m. on 10 October 2018. Accordingly, no information on the highest and lowest prices per Share at which the Shares have traded on the Stock Exchange during each of the previous 12 months can be shown pursuant to Rule 10.06(1)(b)(x) of the Listing Rules.

9

APPENDIX II	DETAILS OF THE RETIRING DIRECTORS
	TO BE RE-ELECTED AT THE AGM

Details of the Directors who are required to retire at the AGM according to the Bye-laws and who, being eligible, offer themselves for re-election at the AGM are as follows:

Ms. Chan Yuk Yee ("Ms. Chan"), Executive Director and Company Secretary

Ms. Chan, aged 52, joined the Group as a consultant in October 2017 and was appointed as an Executive Director and the Company Secretary of the Company in November 2017 and February 2019 respectively. Ms. Chan is also a member of the Executive Committee and a director of various subsidiaries of the Company. Ms. Chan holds a Master of Business Law degree from Monash University in Australia and is a Chartered Secretary, a Chartered Governance Professional and an associate of both The Hong Kong Institute of Chartered Secretaries and The Chartered Governance Institute (formerly known as The Institute of Chartered Secretaries and Administrators). She has extensive experience in corporate administration and company secretarial practice.

Ms. Chan was an executive director and the company secretary of Birmingham Sports Holdings Limited (stock code: 2309) until 3 May 2019, an executive director of EPI (Holdings) Limited (stock code: 689) until 10 November 2017 and an executive director of Courage Investment Group Limited (stock code: 1145) ("Courage Investment") until 19 October 2017. All of the above companies are listed on the Main Board of the Stock Exchange and Courage Investment is also listed on the Main Board of the Singapore Exchange Securities Trading Limited.

Save as disclosed above, Ms. Chan has not held any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas for the last three years.

As at the Latest Practicable Date, Ms. Chan does not have any interest in the Shares within the meaning of Part XV of the SFO.

Ms. Chan does not have any relationships with any other Directors, senior management, substantial Shareholders or controlling Shareholders.

There is an employment contract entered into between a subsidiary of the Company and Ms. Chan. According to the employment contract, Ms. Chan is appointed for a term of service of three years and her term of service shall continue unless and until terminated by either party by giving to the other six months' prior notice in writing. The directorship of Ms. Chan is subject to retirement by rotation and re-election pursuant to the Bye-laws. Under the employment contract of Ms. Chan, she is entitled to receive a remuneration of HK$1,040,000 per annum which has been approved by the Remuneration Committee based on her qualifications, experience, level of responsibilities undertaken and prevailing market conditions. Ms. Chan may also be entitled to receive discretionary bonuses or other benefits as may be decided by the Remuneration Committee having regard to Ms. Chan's and the Company's performance. The remuneration of Ms. Chan is subject to annual review by the Remuneration Committee. The emoluments of Ms. Chan for the year ended 31 March 2020 amounted to approximately HK$1,070,000.

10

APPENDIX II	DETAILS OF THE RETIRING DIRECTORS
	TO BE RE-ELECTED AT THE AGM

Save as disclosed above, there is no other information of Ms. Chan to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no other matter which needs to be brought to the attention of the Shareholders in respect of Ms. Chan's re-election.

Mr. Yam Kwong Chun ("Mr. Yam"), Independent Non-executive Director

Mr. Yam, aged 55, joined the Company as an Independent Non-executive Director in December 2017 and is the Chairman of the Audit Committee and a member of the Remuneration Committee and the Nomination Committee. Mr. Yam holds a Bachelor of Commerce degree and a Master of Business Administration degree, both from University of Melbourne in Australia. He is a fellow of the Hong Kong Institute of Certified Public Accountants and a certified practising accountant of the CPA Australia. Mr. Yam had worked for Deloitte Touche Tohmatsu, an international accounting firm and as finance executive for groups of companies operating in Hong Kong, the PRC, the United States of America and other overseas countries. He is currently the finance director of a multinational company engaged in the business of ODM/OEM design, manufacturing and retail distribution of telecommunication products. He has extensive experience in auditing, accounting and financial management. Mr. Yam is also an independent non-executive director of PT International Development Corporation Limited (stock code: 372), a company listed on the Main Board of the Stock Exchange.

Save as disclosed above, Mr. Yam has not held any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas for the last three years.

As at the Latest Practicable Date, Mr. Yam does not have any interest in the Shares within the meaning of Part XV of the SFO.

Mr. Yam does not have any relationships with any other Directors, senior management, substantial Shareholders or controlling Shareholders.

There is a letter of appointment entered into between the Company and Mr. Yam. According to the letter of appointment, Mr. Yam's term of service is fixed at a term of twelve-month period which automatically renews for successive twelve-month periods unless terminated by either party in writing prior to the expiry of the term. The directorship of Mr. Yam is subject to retirement by rotation and re-election pursuant to the Bye-laws. Under the letter of appointment of Mr. Yam, he is entitled to receive a director's fee of HK$120,000 per annum which has been recommended by the Remuneration Committee and approved by the Board based on his qualifications, experience, level of responsibilities undertaken and prevailing market conditions. The director's fee of Mr. Yam is subject to annual review by the Remuneration Committee and the Board. The director's emoluments of Mr. Yam for the year ended 31 March 2020 amounted to HK$120,000.

Save as disclosed above, there is no other information of Mr. Yam to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no other matter which needs to be brought to the attention of the Shareholders in respect of Mr. Yam's re-election.

11

NOTICE OF AGM

RELIANCE GLOBAL HOLDINGS LIMITED

*

(Incorporated in Bermuda with limited liability)

(Stock code: 723)

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of Reliance Global Holdings Limited (the "Company") will be held at 22/F., China Overseas Building, 139 Hennessy Road, Wanchai, Hong Kong on Friday, 25 September 2020 at 10:30 a.m. for the purposes to consider and, if thought fit, pass the following resolutions:

ORDINARY RESOLUTIONS

1. To receive, consider and adopt the audited consolidated financial statements of the Company and the report of the directors and of the auditor for the year ended 31 March 2020.
2. To re-elect the retiring directors and to authorise the Board of Directors to fix the remuneration of the directors of the Company.
3. To re-appoint Crowe (HK) CPA Limited as auditor of the Company and to authorise the Board of Directors to fix its remuneration.
4. To consider as special business and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions of the Company:
5. 1. "THAT:
   2. 1. subject to paragraph (c) of this resolution, the exercise by the directors of the Company (the "Directors") during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with authorised and unissued ordinary shares of HK$0.01 each (the "Shares") in the capital of the Company and to make or grant offers, agreements and options (including bonds, warrants, debentures, notes and any securities carrying rights to subscribe for or convert or exercise into Shares) which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• For identification purpose only

12

NOTICE OF AGM

1. the approval in paragraph (a) of this resolution shall authorise the Directors to make or grant offers, agreements or options (including bonds, warrants, debentures, notes and any securities carrying rights to subscribe for or convert or exercise into Shares) during the Relevant Period (as hereinafter defined) which would or might require the exercise of such powers after the end of the Relevant Period;
2. the total number of Shares allotted and issued or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to:
3. 1. a Rights Issue (as hereinafter defined);
   2. the exercise of options under a share option scheme of the Company;
   3. the exercise of rights of subscription or conversion under the terms of any securities issued by the Company which are convertible or exercisable into Shares; or
   4. any scrip dividend scheme or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on the Shares in accordance with the Bye-laws of the Company from time to time,

shall not exceed 20% of the total number of Shares in issue as at the date of passing of this resolution and the said approval shall be limited accordingly; and

1. for the purpose of this resolution:
   "Relevant Period" means the period from the date of 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 Bye-laws of the Company or any applicable laws to be held; or
   3. the revocation or variation of the authority given to the Directors under this resolution by an ordinary resolution passed by the shareholders of the Company in general meetings.

13

NOTICE OF AGM

"Rights Issue" means an offer of Shares open for a period fixed by the Directors to holders of Shares or any class of Shares on the register of members 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 recognised regulatory body or any stock exchange in any territory applicable to the Company)."

1. "THAT:
2. 1. subject to paragraph (b) of this resolution, the exercise by the directors of the Company (the "Directors") during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase ordinary shares of HK$0.01 each (the "Shares") in the capital of the Company, subject to and in accordance with the Bye-laws of the Company, the applicable laws, rules and regulations, be and is hereby generally and unconditionally approved;
   2. the total number of Shares which the Company is authorised to repurchase pursuant to the approval in paragraph (a) of this resolution during the Relevant Period (as hereinafter defined) shall not exceed 10% of the total number of Shares in issue as at the date of the passing of this resolution and the said approval shall be limited accordingly; and
   3. for the purpose of this resolution:
      "Relevant Period" means the period from the date of 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 Bye-laws of the Company or any applicable laws to be held; or
      3. the revocation or variation of the authority given to the Directors under this resolution by an ordinary resolution passed by the shareholders of the Company in general meetings."

14

NOTICE OF AGM

1. "THAT:
   conditional upon the passing of the resolutions numbered 4(A) and 4(B) as set out in the notice convening this meeting (the "Notice"), the general mandate granted to the directors of the Company (the "Directors") to allot, issue and deal with authorised and unissued ordinary shares of HK$0.01 each (the "Shares") in the capital of the Company pursuant to the resolution numbered 4(A) as set out in the Notice be and is hereby extended by the addition thereto of such number of Shares repurchased by the Company under the authority granted to the Directors pursuant to the resolution numbered 4(B) as set out in the Notice, provided that such number of Shares so repurchased shall not exceed 10% of the total number of Shares in issue as at the date of passing of the said resolution."

By Order of the Board

Reliance Global Holdings Limited

Wang Jingyu

Chairlady

Hong Kong, 25 August 2020

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	NOTICE OF AGM
Head office and principal place of	Registered office:
business in Hong Kong:	Clarendon House
Room 3201, 32nd Floor	2 Church Street
China Resources Building	Hamilton HM 11
26 Harbour Road	Bermuda
Wanchai
Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at the Meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. A member of the Company who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its behalf at the Meeting. A proxy need not be a member of the Company. In addition, a proxy or proxies representing either a member of the Company who is an individual or a member of the Company which is a corporation is entitled to exercise the same powers on behalf of the member of the Company which he/she/it or they represent(s) as such member of the Company could exercise.
2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her/its attorney duly authorised in writing or, if the appointor is a corporation, either under its common seal or under the hand of an officer or attorney duly authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof, it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the fact.
3. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, together with such evidence as the Board of Directors of the Company may require under the Bye-laws of the Company, shall be delivered to the Hong Kong branch share registrar and transfer office of the Company, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the Meeting or any adjournment thereof (as the case may be) at which the person named in the instrument proposes to vote, and in default the instrument appointing a proxy shall not be treated as valid.
4. Delivery of an instrument appointing a proxy shall not preclude a member of the Company from attending and voting in person at the Meeting or any adjournment thereof or upon the poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
5. Where there are joint registered holders of any share(s) of the Company, any one of such persons may vote, either personally or by proxy, in respect of such share(s) of the Company as if he/she/it were solely entitled thereto, but if more than one of such joint holders be present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share(s) of the Company shall alone be entitled to vote in respect thereof.
6. In order to be eligible to attend and vote at the Meeting, all unregistered holders of the shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Friday, 18 September 2020.
7. As at the date of this notice, the Board of Directors of the Company comprises three Executive Directors, namely Ms. Wang Jingyu (Chairlady), Mr. Lai Ming Wai (Chief Executive Officer) and Ms. Chan Yuk Yee; and three Independent Non-executive Directors, namely Mr. Yam Kwong Chun, Mr. Chiang Bun and Mr. Chai Chi Keung.

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NOTICE OF AGM

8. To prevent and control the spread of Coronavirus disease 2019 pandemic (COVID-19), the Company will implement the following precautionary measures:

1. mandatory body temperature screening at the entrance of the meeting venue for each attendee. Any person with a body temperature over 37.5oC shall not be permitted to enter the meeting venue;
2. compulsory use of surgical face masks;
3. no distribution of corporate souvenirs/gifts or refreshments; and
4. appropriate distancing and spacing between seats.

Any attendee who does not comply with the precautionary measures or is subject to quarantine with any flu-like symptoms, who has had close contact with any person under quarantine, or has travelled overseas within 14 days immediately before the AGM shall not be permitted to enter the meeting venue. All shareholders of the Company are strongly encouraged to appoint the Chairman of the AGM as his/her/its proxy as an alternative to attending the AGM in person.

To the extent permitted under law, the Company reserves the right to deny entry into the meeting venue or require any person to leave the meeting venue in order to ensure the safety of the attendees at the AGM.

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