Renco : NOTICE OF THE ANNUAL GENERAL MEETING

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Renco Holdings Group Limited

科控股集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 2323)

NOTICE OF THE ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Renco Holdings Group Limited (the "Company") will be held at Unit 1901, 19th Floor, Far East Finance Centre, No.16 Harcourt Road, Hong Kong on Friday, 25 June 2021 at 10:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To consider and adopt the Audited Consolidated Financial Statements and the Reports of the Directors and Independent Auditors of the Company and its subsidiaries (the "Group") for the year ended 31 December 2020.
2. To re-elect, each as a separate resolution, the following retiring directors as directors of the Company (the "Director(s)").
3. 1. Mr. Cheok Ho Fung as executive Director; and
   2. Mr. Mak Kwok Kei as independent non-executive Director.
4. To authorise the board ("Board") of Directors for fixing the remuneration of the Directors.
5. To re-appoint the retiring auditors of the Company, BDO Limited, and to authorise the Board to fix their remuneration.
6. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
   "THAT
7. 1. subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to purchase its own shares ("Shares"), subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

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1. the total amount of Shares to be purchased pursuant to the approval in paragraph (a) above during the Relevant Period (as defined below) shall not exceed 10% of the total amount of Shares in issue as at the date of passing this resolution and the said approval shall be limited accordingly; and
2. for the purposes of this resolution,
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
3. 1. the conclusion of the next annual general meeting of the Company;
   2. the revocation or variation of the authority given under this resolution by an ordinary resolution passed by the shareholders of the Company in general meeting; and
   3. 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."

6. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT

1. subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with authorised and unissued Shares and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall authorise the Directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;
3. the aggregate amount of issued Shares allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:
4. 1. a Rights Issue (as defined below);
   2. the exercise of options granted under a share option scheme of the Company;
   3. the awarded Shares granted under a share award scheme of the Company; and
   4. any scrip dividend scheme or similar arrangement for the time being adopted providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye laws of the Company,

shall not exceed 20% of the aggregate amount of the issued shares of the Company as at the date of passing this resolution and the said approval shall be limited accordingly; and

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1. for the purposes 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 revocation or variation of the authority given under this resolution by an ordinary resolution passed by the Company's shareholders in general meeting; and
   3. 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; and

"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of Shares or any class thereof 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)."

7. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT conditional upon the passing of resolutions nos. 5 and 6 set out in the notice convening this meeting, the general mandate referred to in resolution no. 6 above be and is hereby extended by the addition to the aggregate amount 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 an amount representing the aggregate amount of Shares purchased by the Company pursuant to the mandate referred to in resolution no. 5 above, provided that such amount shall not exceed 10% of the aggregate amount of the Shares in issue as at the date of passing this resolution."

By order of the Board

Renco Holdings Group Limited

SU Zhiyang

Company Secretary

Hong Kong, 30 April 2021

Principal Place of Business in Hong Kong:

Unit 1901, 19th Floor

Far East Finance Centre

No.16 Harcourt Road

Hong Kong

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Notes:

1. Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him/her. A proxy need not also be a member of the Company. A member who is the holder of two or more Shares may appoint more than one proxy to represent him/her to attend and vote on his/her behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
2. To be effective, a form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company's Branch Share Registrar and Transfer Office in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting (i.e. before 10:00 a.m. on Wednesday, 23 June 2021) or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
3. The register of members of the Company will be closed from Tuesday, 22 June 2021 to Friday, 25 June 2021, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for attending and voting at the above meeting, unregistered holders of shares of the Company should ensure that all transfers of shares accompanied by the relevant share certificates and appropriate transfer forms must be lodged with the Company's Branch Share Registrar and Transfer Office in Hong Kong, 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 Monday, 21 June 2021.
4. In relation to the ordinary resolutions nos. 5, 6 and 7 set out in the above notice, the Directors wish to state that they have no immediate plan to issue any new shares or repurchase any existing shares of the Company pursuant to the relevant mandates.
5. Save for the resolutions proposed by the chairman of the meeting regarding the approval on the procedural and administrative matters (as defined under the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited ("Listing Rules")) to be voted on by a show of hands during the meeting, any voting on the resolutions set out herein should be taken by poll at the meeting as required by the Listing Rules.
6. Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the AGM arrangements at short notice. Shareholders should check the Company's website at www.renco.com.hk and the Stock Exchange's website at www.hkexnews.hk for future announcements and updates on the AGM arrangements.
7. As at the date of this notice, the Board of Directors of the Company comprises Mr. Cheok Ho Fung and Mr. Shan Yongxin being executive Directors, Mr. Li Yongjun being non-executive Director and Mr. Ng Man Kung, Mr. Lau Fai Lawrence and Mr. Mak Kwok Kei being independent non-executive Directors.

In the event of any inconsistency, the English version of this notice shall prevail over the Chinese version.

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