Rici Healthcare : PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES; PROPOSED RE-ELECTION OF DIRECTORS; AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about 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 Rici Healthcare Holdings Limited, you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

RICI HEALTHCARE HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1526)

PROPOSALS FOR GENERAL MANDATES

TO ISSUE SHARES AND REPURCHASE SHARES;

PROPOSED RE-ELECTION OF DIRECTORS;

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Rici Healthcare Holdings Limited to be held at 20/F, Building 1, Donghang Binjiang Center, No. 277 Longlan Road, Xuhui District, Shanghai, PRC on June 18, 2021 at 2:00 p.m. is set out on pages III-1 to III-6 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the website of the Company at www.rich-healthcare.com. Whether or not you are able to attend the annual general meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the annual general meeting or any adjourned meeting thereof if they so wish.

April 29, 2021

		CONTENTS
			Pages
Definitions . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Retirement of Director and Proposed Re-election of Directors . . . . . . . . . . . . .	6
5.	Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Form of Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
9.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I	- DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION .	I-1
APPENDIX II	- EXPLANATORY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
APPENDIX III - NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . .	III-1

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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	the annual general meeting of the Company to be held at
"AGM"	20/F, Building 1, Donghang Binjiang Center, No. 277
	Longlan Road, Xuhui District, Shanghai, PRC on Friday,
	June 18, 2021 at 2:00 p.m., or any adjournment thereof and
	notice of which is set out on pages III-1 to III-6 of this
	circular
"Articles of Association"	the articles of association of the Company, as amended,
	supplemented or otherwise modified from time to time
"Board"	the board of the Directors
"Company"	Rici Healthcare Holdings Limited (瑞慈醫療服務控股有限
	公司), a company incorporated under the laws of the
	Cayman Islands with limited liability on July 11, 2014,
	with its Shares listed on the Main Board of the Stock
	Exchange
"Cayman Companies Law"	the Companies Law, Cap. 22 (Law 3 of 1961, as amended,
	re-enacted or otherwise modified from time to time) of the
	Cayman Islands
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Issue Mandate"	a general and unconditional mandate proposed to be
	granted to the Directors at the Annual General Meeting to
	allot, issue and/or deal with the Shares not exceeding 20
	per cent of the aggregate nominal amount of the issued
	share capital of the Company as at the date of passing of
	the relevant resolution granting the relevant mandate

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	DEFINITIONS
"Latest Practicable Date"	April 26, 2021, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining
	certain information contained in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange, as amended from time to time
"Memorandum"	the memorandum of association of the Company, as
	amended, supplemented or otherwise modified from time to
	time
"PRC"	the People's Republic of China, excluding, for the purpose
	of this circular, Hong Kong, Macau and Taiwan, unless
	otherwise specified
"Remuneration Committee"	the remuneration committee of the Company
"Repurchase Mandate"	a general and unconditional mandate proposed to be
	granted to the Directors at the Annual General Meeting to
	repurchase Shares not exceeding 10 per cent of the
	aggregate nominal amount of the issued share capital of the
	Company as at the date of passing of the relevant
	resolution granting the relevant mandate
"RMB"	Renminbi, the lawful currency of the PRC
"SFC"	the Securities and Futures Commission of Hong Kong
"SFO"	Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong), as amended, supplemented or otherwise
	modified from time to time
"Share(s)"	ordinary share(s) in the capital of the Company with a
	nominal value of US$0.0001 each
"Shareholder(s)"	holder(s) of the Shares
"Stock Exchange"	The Stock Exchange of Hong Kong Limited

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	DEFINITIONS
"Takeovers Code"	the Code on Takeovers and Mergers issued by the SFC, as
	amended, supplemented or otherwise modified from time to
	time
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"US$"	United States dollars, the lawful currency of the United
	States
"%"	per cent.

In this circular, the terms "close associate", "core connected person", "controlling shareholder", "subsidiary" and "substantial shareholder" shall have the meanings given to such terms in the Listing Rules, unless the context otherwise requires.

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LETTER FROM THE BOARD

RICI HEALTHCARE HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1526)

Executive Directors:	Registered office:
Dr. Fang Yixin	4th Floor, Harbour Place
(Chairman and Chief Executive Officer)	103 South Church Street
Dr. Mei Hong	P.O. Box 10240
Mr. Fang Haoze	Grand Cayman KY1-1002
Ms. Lin Xiaoying	Cayman Islands
Non-executive Director:	Principal place of business in Hong Kong:
Ms. Jiao Yan	Unit 2413A, 24/F
	Tower One, Lippo Centre
Independent Non-executive Directors:	89 Queensway
Dr. Wang Yong	Admiralty, Hong Kong
Ms. Wong Sze Wing
Mr. Jiang Peixing
	April 29, 2021
To the Shareholders
Dear Sir or Madam

PROPOSALS FOR GENERAL MANDATES

TO ISSUE SHARES AND REPURCHASE SHARES;

PROPOSED RE-ELECTION OF DIRECTORS;

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to give you the notice of Annual General Meeting and further information about the following proposals to be put forward at the Annual General Meeting: (a) the grant to the Directors of the Issue Mandate and the Repurchase Mandate; and (b) the re-election of the Directors.

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LETTER FROM THE BOARD

2. ISSUE MANDATE

In order to ensure flexibility and give discretion to the Directors, in the event that it becomes desirable for the Company to issue any new Shares, approval is to be sought from the Shareholders, pursuant to the Listing Rules, for the general mandate to issue the Shares. At the Annual General Meeting, an ordinary resolution no. 4(A) will be proposed to grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with the additional Shares in the share capital of the Company up to 20 per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution in relation to the Issue Mandate.

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,590,324,000 Shares. Subject to the passing of the ordinary resolution no. 4(A) and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the Annual General Meeting, the Company will be allowed to issue a maximum of 318,064,800 Shares under the Issue Mandate.

In addition, subject to a separate approval of the ordinary resolution no. 4(C), the number of Shares repurchased by the Company under ordinary resolution no. 4(B) will also be added to extend the 20 per cent limit of the Issue Mandate as mentioned in the ordinary resolution no. 4(A) provided that such additional amount shall not exceed 10 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the resolutions in relation to the Issue Mandate and the Repurchase Mandate. The Directors wish to state that they have no immediate plans to issue any new Shares pursuant to the Issue Mandate.

The Issue Mandate, if granted, will continue to be in force until 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 any applicable laws or the Articles of Association to be held; or (iii) the revocation or variation of the authority given under such ordinary resolution by an ordinary resolution of the Shareholders in general meeting.

3. REPURCHASE MANDATE

In addition, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase the Shares representing up to 10 per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution in relation to the Repurchase Mandate.

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LETTER FROM THE BOARD

The Repurchase Mandate, if approved, will continue in force until 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 any applicable laws or the Articles of Association to be held; and (iii) the revocation or variation of the authority given under the resolution by an ordinary resolution of the Shareholders in general meeting.

The Company has no current intention of exercising the Repurchase Mandate.

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

4. RETIREMENT OF DIRECTOR AND PROPOSED RE-ELECTION OF DIRECTORS

In accordance with article 25.1 of the Articles of Association, the Directors being Dr. Fang Yixin, Dr. Mei Hong, Ms. Jiao Yan and Dr. Wang Yong shall retire from office as Directors. Ms. Jiao Yan will not offer herself for re-election at the AGM, and Dr. Fang Yixin, Dr. Mei Hong and Dr. Wang Yong, being eligible, have offered themselves for re-election as Directors at the Annual General Meeting.

Details of the above Directors who are subject to re-election and offer themselves for re-election at the Annual General Meeting are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules.

5. NOTICE OF ANNUAL GENERAL MEETING

Set out on pages III-1 to III-6 of this circular is the notice of the Annual General Meeting containing, inter alia, ordinary resolutions in relation to granting the Directors the Issue Mandate and the Repurchase Mandate and the re-election of Directors.

6. FORM OF PROXY

A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.rich-healthcare.com. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183

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LETTER FROM THE BOARD

Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for the holding of the Annual General Meeting or at any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting or any adjoined meeting thereof if they so wish.

7. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting (save for certain procedural or administrative matters) must be taken by poll. The chairman of the Annual General Meeting shall therefore demand voting on all resolutions set out in the notice of Annual General Meeting be taken by way of poll pursuant to article 20.1 of the Articles of Association.

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

8. 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.

9. RECOMMENDATION

The Directors consider that the proposed resolutions for the grant to the Directors of the Issue Mandate and the Repurchase Mandate and the re-election of Directors are in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all resolutions to be proposed at the Annual General Meeting.

Yours faithfully,

By Order of the Board

Rici Healthcare Holdings Limited

Fang Yixin

Chairman and Chief Executive Officer

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

The following are the particulars of the Directors (as required by the Listing Rules) proposed

to be re-elected at the Annual General Meeting.

1. BACKGROUND OF THE DIRECTORS TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

1. EXECUTIVE DIRECTORS

Dr. Fang Yixin (方宜新), aged 56, is the chairman of the Board, an executive Director and the chief executive officer of our Company. Dr. Fang is responsible for managing the overall business operations and strategic planning of our Group. Dr. Fang has over 26 years of experience in the healthcare industry and is a founder of our Group. Prior to establishing our Group, Dr. Fang served as a medical doctor in the Affiliated Hospital of Nantong University (南通大學附屬醫院) from September 1986 to July 1992. In 1992, Dr. Fang first ventured into the healthcare industry and set up Jiangsu Tayoi Cosmetics Co., Ltd. (江蘇東洋之花化妝品股份有限公司) and has been its director since then. Dr. Fang established the first company of our Group, Nantong Rich Hospital, in August 2000. He has also served as an executive director of the majority of our Group companies. Dr. Fang is not and has not been a director of any other listed company in Hong Kong or overseas in the past three years. Dr. Fang graduated from Yangzhou College of Medicine (揚州 醫學院) (currently known as Yangzhou University School of Medicine) majoring in medicine in August 1986 and an EMBA from Tsinghua University in July 2006, and obtained a doctor degree of business administration from University of Minnesota in 2018.

As at the Latest Practicable Date, Dr. Fang is granted an option to subscribe for 15,903,500 Shares under the pre-IPO share option scheme. Dr. Fang Yixin is the husband of Dr. Mei Hong (an executive Director). Therefore, under the SFO, Dr. Fang is deemed to be interested in Dr. Mei Hong's interests in the Company.

As at the Latest Practicable Date, under the SFO, Dr. Mei Hong is deemed to be interested in 872,550,000 Shares and short position of 294,492,000 Shares held by Chelsea Grace Holdings Limited by reason of her 100% interest in its issued share capital. Dr. Mei Hong is granted an option to subscribe for 15,903,500 Shares under the pre-IPO share option scheme.

Dr. Fang is the spouse of Dr. Mei Hong and the father of Mr. Fang Haoze. Both Dr. Mei Hong and Mr. Fang Haoze are executive directors of the Company.

Dr. Mei Hong (梅紅), aged 56, is an executive Director. Dr. Mei is responsible for logistics management, information management engineering management and internal audit of our Group. Prior to establishing our Group, Dr. Mei served as a medical doctor in Nantong Women and Children Health Clinic (南通市婦幼保健院) from September 1986 to December 1999. Dr. Mei, as

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

a co-founder of our Group, has been a director of Nantong Rich Hospital since its inception and as director of the majority of our Group companies. Dr. Mei is not and has not been a director of any other listed company in Hong Kong or overseas in the past three years. Dr. Mei graduated from Yangzhou College of Medicine (揚州醫學院) (currently known as Yangzhou University School of Medicine) majoring in clinical medicine in August 1986.

As at the Latest Practicable Date, under the SFO, Dr. Mei is deemed to be interested in 872,550,000 Shares and short position of 294,492,000 Shares held by Chelsea Grace Holdings Limited by reason of her 100% interest in its issued share capital and is deemed to be interested in all the interests in the Company held by Dr. Fang as disclosed above as she is the wife of Dr. Fang. Dr. Mei is granted an option to subscribe for 15,903,500 Shares under the pre-IPO share option scheme.

Dr. Mei is the spouse of Dr. Fang Yixin and the mother of Mr. Fang Haoze. Both Dr. Fang Yixin and Mr. Fang Haoze are executive directors of the Company.

Each of Dr. Fang and Dr. Mei has entered into a service contract with a term of three years with the Company on June 22, 2019, pursuant to which each of Dr. Fang and Dr. Mei has been appointed from June 22, 2019. Each of Dr. Fang and Dr. Mei is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. The appointment can be terminated by either party by serving not less than three months' notice in writing to the other party. Under their respective service contract, in addition to common benefits as the Board may provide to other employees in similar positions in accordance with the benefits plans of the Company, Dr. Fang currently receives salaries and other allowances of RMB321,000 per annum, and Dr. Mei currently receives salaries and other allowances of RMB699,000 per annum. The remuneration payable to Dr. Fang and Dr. Mei has been approved by the Board after considering the recommendation of the Remuneration Committee based on their respective qualifications, experience, level of responsibilities undertaken and prevailing market conditions.

2. INDEPENDENT NON-EXECUTIVE DIRECTOR

Dr. Wang Yong (王勇) , aged 55, is an independent non-executive Director. Dr. Wang is responsible for supervising and providing independent judgment to our Board. Dr. Wang has extensive experience in EMBA education research, particularly in the area of innovation and business growth management. Dr. Wang served as the project director of the Institute of Mechanical and Electrical, and the manager of Water and Power Equipment Plant and Exhibition Model Plant of China Institute of Water Resources and Hydropower Research (中國水利水電科學 研究院) in charge of scientific research and operation management from July 1988 to July 2002. Since August 2002, Dr. Wang has been the executive deputy director, executive director and

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

director of Tsinghua University School of Economics and Management EMBA Center (清華大學經 濟管理學院EMBA教育中心) in succession. Dr. Wang served as an independent director of Shenzhen Clou Electronics Co., Ltd. (深圳市科陸電子科技股份有限公司) and Ocean's King Lighting Science and Technology Co., Ltd. (海洋王照明科技股份有限公司), both of which are listed on the Shenzhen Stock Exchange, from November 2009 to February 2013, and from August 2011 to August 2014, respectively. Save as disclosed above, Dr. Wang is not and has not been a director of any other listed company in Hong Kong or overseas in the past three years. Dr. Wang received a bachelor of science degree in hydraulic machinery from Huazhong University of Science and Technology (華中科技大學) in July 1988, a master of business administration and a doctor of business administration degree from Tsinghua University in January 2001 and January 2009, respectively.

Dr. Wang Yong entered into a letter of appointment with the Company and their initial term of appointment is three years commencing from June 22, 2019. Dr. Wang's appointment is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. The appointment can be terminated by either party by serving not less than three-months' written notice to the other party. Under Dr. Wang's letter of appointment, he currently receives a remuneration of RMB180,000 per annum. The remuneration payable to Dr. Wang has been approved by the Board after considering the recommendation of the Remuneration Committee based on his qualifications, experience, level of responsibilities undertaken and prevailing market conditions.

None of the above Directors has a service contract which is not determinable by the Group within one year without payment of compensation (other than statutory compensation).

Save as disclosed herein and as at the Latest Practicable Date, each of the above Directors did not have, and was not deemed to have any interests or short positions in any Shares, underlying Shares or interests in debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above and as at the Latest Practicable Date, each of the above Directors does not hold any other position with the Company or other members of the Group, and does not have any other major appointments and professional qualifications, and does not have any other relationships with any of the other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

Save as disclosed above, there are no other matters concerning each of the above Directors that need to be brought to the attention of the Shareholders in connection with his/her re-election and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

B. SUPPLEMENTARY INFORMATION RELATING TO THE INDEPENDENT

NON-EXECUTIVE DIRECTOR TO BE RE-ELECTED AT THE ANNUAL GENERAL

MEETING

Recommendation to the Board for the proposed re-election of Dr. Wang Yong as an independent non-executive Director ("INED") was made by the Nomination Committee, after reviewing his suitability based on the assessment criteria as set out in the Terms of Reference of Nomination Committee adopted by the Company and the independence criteria as set out in Rule

3.13 of the Listing Rules. It is considered that his professional background, experience, knowledge and skills can bring valuable insights and perspectives to the Company. Having regard to the confirmation by Dr. Wang, his previous satisfactory attendance record to meetings and the actual contributions that each of them has made, the Board is of the view that Dr. Wang should be able to discharge his responsibilities as an INED of the Company and contribute and devote sufficient time to the Board.

Thus, the Board, having taken into account of their respective past contributions to the Company and his individual attributes in enhancing the Board's diversity, accepted the recommendation from the Nomination Committee for the proposed re-election of Dr. Wang Yong as an INED of the Company at the Annual General Meeting.

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APPENDIX II

EXPLANATORY STATEMENT

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

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,590,324,000 Shares of nominal value of US$0.0001 each. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the Annual General Meeting, the Company will be allowed to repurchase a maximum of 159,032,400 Shares, which represent 10 per cent of the issued share capital of the Company as at the date of the passing of the resolution, during the period ending on the earlier 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 any applicable laws or the Articles of Association to be held; and (iii) the revocation or variation of the authority given under the resolution by an ordinary resolution of the Shareholders in general meeting.

2. REASONS FOR REPURCHASES

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

3. FUNDING OF REPURCHASES

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

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APPENDIX II

EXPLANATORY STATEMENT

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and the Shareholders as a whole. The Directors consider that if the Repurchase Mandate was to be exercised in full, it might have a material adverse impact on the working capital or the gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at December 31, 2019, being the date to which the latest published audited consolidated financial statements of the Company were made up. The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

4. TAKEOVERS CODE

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

As at the Latest Practicable Date, Dr. Fang Yixin and Dr. Mei Hong are husband and wife, each of them is deemed to be interested in all the Shares held by them in aggregate by virtue of the SFO.

Under the SFO, Dr. Mei Hong is deemed to be interested in 872,550,000 Shares held by Chelsea Grace Holdings Limited (excluding the options granted under the pre-IPO share option scheme) by reason of her 100% interest in its issued share capital, representing a total of approximately 54.87% of the issued share capital of the Company as at the Latest Practicable Date.

In the event that the Directors should exercise in full the Repurchase Mandate, the interests of Dr. Mei Hong, Chelsea Grace Holdings Limited and their respective parties acting in concert (as defined in the Takeovers Code) in the Company (without taking into account the exercise of the options granted under the pre-IPO share option scheme adopted by the Company on September 19, 2016, if any) would be increased to approximately 60.96% of the issued share capital of the Company, and such increase would not give rise to an obligation to make a mandatory general offer under the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Repurchase Mandate.

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APPENDIX II

EXPLANATORY STATEMENT

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

5. DIRECTORS AND THEIR CLOSE ASSOCIATES AND THE COMPANY'S CORE CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge having made reasonable enquiries, any of their close associates (as defined in the Listing Rules) has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell Shares to the Company. No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has any present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

6. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases pursuant to the proposed Repurchase Mandate in accordance with the Listing Rules, the Memorandum and the Articles of Association and the applicable laws of the Cayman Islands.

7. SHARE REPURCHASE MADE BY THE COMPANY

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

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APPENDIX II

EXPLANATORY STATEMENT

8. SHARE PRICES

The highest and the lowest prices at which the Shares had been traded on the Stock Exchange during the 12 calendar months preceding the Latest Practicable Date were as follows:

	Traded price per Share
Month	Highest	Lowest
	HK$	HK$
2020
April	0.95	0.75
May	0.91	0.80
June	0.97	0.78
July	1.15	0.90
August	1.03	0.88
September	0.96	0.80
October	0.97	0.82
November	0.95	0.75
December	0.88	0.70
2021
January	0.90	0.74
February	0.99	0.75
March	1.07	0.75
April (up to the Latest Practicable Date)	1.77	0.93

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

RICI HEALTHCARE HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1526)

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "Meeting") of Rici Healthcare Holdings Limited (the "Company") will be held at 20/F, Building 1, Donghang Binjiang Center, No. 277 Longlan Road, Xuhui District, Shanghai, PRC on Friday, June 18, 2021 at 2:00 p.m. for considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditor for the year ended December 31, 2020.
2. (a) To re-elect the following directors of the Company:
3. 1. 1. Dr. Fang Yixin, executive director
      2. Dr. Mei Hong, executive director
      3. Dr. Wang Yong, independent non-executive director
   2. To authorise the board of directors of the Company ("Directors") to fix the remuneration of the Directors.
4. To re-appoint PricewaterhouseCoopers as auditor of the Company and authorise the board of Directors to fix their remuneration.

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

4. To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

1. "That:
2. 1. subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the capital of the Company and to make or grant offers and/or agreements which may require the exercise of such powers be and is hereby generally and unconditionally approved;
   2. the approval in paragraph (i) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;
   3. the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period (as hereinafter defined) pursuant to paragraph (i) of this resolution above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined); or (2) the grant or exercise of any option under the option scheme of the Company or any other option, scheme or similar arrangement for the time being adopted for the grant or issue to the directors, officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (3) any scrip dividend 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 in force from time to time; or (4) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed the aggregate of 20 per cent of the aggregate nominal amount of share capital of the Company in issue as at the date of passing this resolution and the said approval shall be limited accordingly; and

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

1. 1. for the purpose of this resolution:
   2. 1. "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
      2. 1. the conclusion of the next annual general meeting of the Company;
         2. the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and
         3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and
      3. "Rights Issue" means an offer of shares in the capital of the Company, or an offer or issue of warrants, options or other securities giving rights to subscribe for shares, open for a period fixed by the Directors to holders of shares in the capital of the Company or any class thereof whose names appear 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 exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company)."
2. "That:
3. 1. subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and recognised for this purpose by the Securities and Futures Commission of Hong Kong (the "SFC") and the Stock Exchange under the Code on Share Buy-backs issued by the SFC and, subject

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules"), be and is hereby generally and unconditionally approved;

1. the approval in paragraph (i) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period (as hereinafter defined) to procure the Company to repurchase its shares at a price determined by the Directors;
2. the aggregate nominal amount of the shares of the Company, which may be repurchased by the Company during the Relevant Period (as hereinafter defined) pursuant to the approval in paragraph (i) of this resolution above shall not exceed 10 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution, and the said approval shall be limited accordingly;
3. subject to the passing of each of the paragraphs (i), (ii) and (iii) of this resolution, any prior approvals of the kind referred to in paragraphs (i), (ii) and (iii) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
4. for the purpose of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
5. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and
   3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting."

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

1. "That conditional upon the resolutions numbered 4(A) and 4(B) set out in the notice convening this meeting being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with new shares of the Company and to make or grant offers and agreements which might require the exercise of such powers pursuant to the ordinary resolution numbered 4(A) set out in the notice convening this meeting be and is hereby extended by the addition to the aggregate nominal amount of the share capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution numbered 4(B) set out in the notice convening this meeting, provided that such extended amount shall not exceed 10 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution."

	By Order of the Board
	Rici Healthcare Holdings Limited
	Fang Yixin
	Chairman and Chief Executive Officer
Shanghai, the PRC, April 29, 2021
Registered Office:	Principal place of business in Hong Kong:
4th Floor, Harbour Place	Unit 2413A, 24/F
103 South Church Street	Tower One, Lippo Centre
P.O. Box 10240	89 Queensway
Grand Cayman KY1-1002	Admiralty, Hong Kong
Cayman Islands

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. A shareholder entitled to attend and vote at the Meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her; a proxy need not be a shareholder of the Company. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the Meeting. On a poll, votes may be given either personally or by proxy.
2. In the case of joint holders, any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
3. In order to be valid, a form of proxy must be deposited at the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.
4. The transfer books and register of members of the Company will be closed from June 15, 2021 to June 18, 2021, both days inclusive, during which period no share transfers can be registered. In order to qualify for attending the Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712−1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on June 11, 2021.
5. In respect of the ordinary resolution numbered 4(A) above, the Directors wish to state that they have no immediate plans to issue any new shares of the Company. Approval is being sought from the shareholders of the Company as a general mandate for the purposes of the Listing Rules.
6. In respect of ordinary resolution numbered 4(B) above, the Directors wish to state that they will exercise the powers conferred by the general mandate to repurchase shares of the Company in circumstances which they deem appropriate for the benefits of shareholders of the Company. The explanatory statement containing the information necessary to enable shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own shares, as required by the Listing Rules, is set out in Appendix II to the accompanied circular dated April 29, 2021.

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