THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Ritamix Global Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer, registered institution in securities 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.

Ritamix Global Limited

利 特 米 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1936)

PROPOSALS FOR

  1. GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES;
    1. RE-ELECTIONOF RETIRING DIRECTORS;
    1. RE-APPOINTMENTOF AUDITORS; AND
  1. NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used in the lower portion of the cover and the first page of this circular shall have the same respective meanings as those defined in the section headed ''DEFINITIONS'' of this circular.

A notice convening the 2021 AGM to be held at No. 7, Jalan TP 7, UEP Industrial Park, 40400 Shah Alam, Selangor Darul Ehsan, Malaysia (facilitated by electronic means) on Friday, 18 June 2021 at 2:30 p.m. is set out on pages 25 to 30 of this circular.

PRECAUTIONARY MEASURES FOR THE 2021 AGM

In view of an ongoing pandemic of the COVID-19, the Company will implement the following prevention and control measures at the 2021 AGM against the COVID-19 to protect the Shareholders, staff and other attendees of the 2021 AGM from the risk of infection:

  1. compulsory body temperature check and anyone with a body temperature of over 37.5 degrees Celsius will not be permitted to access to the meeting venue;
  2. compulsory wearing of surgical mask prior to admission to the 2021 AGM venue and throughout the 2021 AGM;
  3. seating on the designated seat assigned by the Company at the time of registration to ensure social distancing;
  4. no refreshment will be provided;
  5. no souvenir or corporate gift will be distributed; and
  6. Shareholders who have any symptoms of an upper respiratory system disease or are under any quarantine requirements are advised not to attend the 2021 AGM in person.

In light of the continuing risks posed by the COVID-19 and as part of the Company's control measures to safeguard the health and safety of the Shareholders, the Company strongly encourages the Shareholders to exercise their rights to vote at the 2021 AGM by appointing the chairman of the 2021 AGM as their proxy, instead of attending the 2021 AGM in person.

In light of the recent COVID-19 pandemic and the Movement Control Order imposed by the Malaysian government, the Company will conduct the 2021 AGM by way of a physical meeting facilitated by electronic means.

A form of proxy for use at the 2021 AGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.ritamix-global.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority to the Company at No. 7, Jalan TP 7, UEP Industrial Park, 40400 Shah Alam, Selangor Darul Ehsan, Malaysia or the Company's Hong Kong Branch Share Registrar at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for holding the 2021 AGM or any adjournment thereof.

Whether or not you are able to attend the 2021 AGM, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company at No. 7, Jalan TP 7, UEP Industrial Park, 40400 Shah Alam, Selangor Darul Ehsan, Malaysia or the Company's Hong Kong Branch Share Registrar at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for holding the 2021 AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the 2021 AGM or any adjournment thereof if you so wish. If you attend and vote in person at the 2021 AGM, the authority of your proxy will be revoked.

26 April 2021

CONTENTS

Page

PRECAUTIONARY MEASURES FOR THE 2021 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

Extension of Issue Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

Re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

Re-appointment of auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8

2021 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8

Participation in the 2021 AGM electronically . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9

Voting by poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10

Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10

Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

11

General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

11

Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

11

APPENDIX I - BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS

PROPOSED FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

12

APPENDIX II - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

20

NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

25

- i -

PRECAUTIONARY MEASURES FOR THE 2021 AGM

The health of the Shareholders, staff and other attendees of the 2021 AGM is of paramount importance to the Company. To prevent and control the spread of the COVID-19, the Company will implement the following measures at the 2021 AGM as part of the prevention and control measures to safeguard the health and safety of the attending Shareholders, staff and other attendees of the

2021 AGM:

  1. compulsory body temperature check and anyone with a body temperature of over 37.5 degrees Celsius will not be permitted to access to the meeting venue;
  2. compulsory wearing of surgical mask prior to admission to the 2021 AGM venue and throughout the 2021 AGM;
  3. seating on the designated seat assigned by the Company at the time of registration to ensure social distancing;
  4. no refreshment will be provided;
  5. no souvenir or corporate gift will be distributed; and
  6. Shareholders who have any symptoms of an upper respiratory system disease or are under any quarantine requirements are advised not to attend the 2021 AGM in person.

In addition, the Company would like to remind all attending Shareholders that physical attendance in person at the 2021 AGM is not necessary for the purpose of exercising voting rights. In light of the continuing risks posed by the COVID-19 and as part of the Company's control measures to safeguard the health and safety of the Shareholders, the Company strongly encourages the Shareholders to exercise their rights to vote at the 2021 AGM by appointing the chairman of the 2021 AGM as their proxy, instead of attending the 2021 AGM in person, by returning the proxy forms to the Company's headquarters in Malaysia at No. 7, Jalan TP 7, UEP Industrial Park, 40400 Shah Alam, Selangor Darul Ehsan, Malaysia or the Hong Kong Branch Share Registrar at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for holding the 2021 AGM or any adjournment thereof.

In the event of any regulation imposed by the Malaysian government due to COVID-19 requiring a change of the date or place of the 2021 AGM, the Company will publish an announcement on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.ritamix-global.com) to notify the Shareholders of the revised arrangements or an adjournment of the 2021 AGM.

The Company will publish a further announcement on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.ritamix-global.com) to notify the Shareholders of the date, time and location of the adjourned meeting (if applicable).

- 1 -

DEFINITIONS

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

''2021 AGM''

the AGM to be held at No. 7, Jalan TP 7, UEP Industrial Park,

40400 Shah Alam, Selangor Darul Ehsan, Malaysia on Friday,

18 June 2021 at 2:30 p.m., or any adjournment thereof

''AGM''

the annual general meeting of the Company

''Articles of Association''

the amended and restated articles of association of the

Company adopted on 8 April 2020, as amended, supplemented

or otherwise modified from time to time

''Audit Committee''

the audit committee of the Board

''Board''

the board of Directors

''close associate(s)''

has the meaning ascribed thereto under the Listing Rules

''Companies Act''

the Companies Act (2021 Revision), formerly known as the

Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and

revised) of the Cayman Islands, as amended, supplemented or

otherwise modified from time to time

''Company''

Ritamix Global Limited (利特米有限公司), an exempted

company with limited liability incorporated in the Cayman

Islands on 29 October 2018, the issued Shares of which are

listed on the Main Board of the Stock Exchange on 13 May

2020 (Stock Code: 1936)

''controlling shareholder(s)''

has the meaning ascribed thereto under the Listing Rules

''core connected person(s)''

has the meaning ascribed thereto under the Listing Rules

''COVID-19''

the novel coronavirus disease

''Director(s)''

the director(s) of the Company

''Gladron Chemicals''

Gladron Chemicals Sdn. Bhd., formerly known as Age D'or

Chemicals Sdn. Bhd., a company incorporated in Malaysia

with limited liability on 20 November 1982, and an indirect

wholly-owned subsidiary of the Company

''Group''

the Company and its subsidiaries

- 2 -

DEFINITIONS

''Hainan Ritamix''

Hainan Ritamix Biological Science Co., Ltd.* (海南利特米生

物科學有限公司), a company established in the PRC with

limited liability on 21 December 2020, the registered capital of

which is owned as to 51% by Ritamix (HK) and 49% by

Shifengfu (Hainan) Health Biotechnology Co., Ltd.* (世豐

(海南)健康生物科技有限公司), a company established in

the PRC with limited liability on 18 November 2020, which is

an Independent Third Party

''HK$''

Hong Kong dollars, the lawful currency of Hong Kong

''Hong Kong''

the Hong Kong Special Administrative Region of the PRC

''Hong Kong Branch Share

Boardroom Share Registrars (HK) Limited, the Company's

Registrar''

Hong Kong branch share registrar and transfer office

''Independent Third

the independent third party(ies) who is/are, to the best of the

Party(ies)''

Directors' knowledge, information and belief having made all

reasonable enquiries, independent of the Company and its

connected person(s)

''INED(s)''

the independent non-executive Director(s)

''Issue Mandate''

the general and unconditional mandate proposed to be granted

at the 2021 AGM to the Directors to allot, issue and deal with

additional Shares during the relevant period not exceeding

20% of the aggregate number of the issued Shares as at the

date of passing the resolution granting such mandate

''Kevon''

Kevon Sdn. Bhd., a company incorporated in Malaysia with

limited liability on 21 June 2004, and an indirect wholly-

owned subsidiary of the Company

''Latest Practicable Date''

16 April 2021, being the latest practicable date prior to the

printing of this circular for the purpose of ascertaining certain

information contained in this circular

''Listing Date''

13 May 2020, the date on which the issued Shares were

initially listed on the Stock Exchange

''Listing Rules''

the Rules Governing the Listing of Securities on the Stock

Exchange as amended, supplemented or otherwise modified

from time to time

''Nomination Committee''

the nomination committee of the Board

- 3 -

DEFINITIONS

''PRC''

the People's Republic of China

''Remuneration Committee''

the remuneration committee of the Board

''Repurchase Mandate''

the general and unconditional mandate proposed to be granted

at the 2021 AGM to the Directors to repurchase Shares during

the relevant period not exceeding 10% of the aggregate

number of the issued Shares as at the date of passing the

resolution granting such mandate

''Ritamix''

Ritamix Sdn. Bhd., a company incorporated in Malaysia with

limited liability on 29 May 2007, and an indirect wholly-

owned subsidiary of the Company

''Ritamix (HK)''

Ritamix (HK) Limited, a company incorporated in Hong Kong

with limited liability on 11 November 2020, and an indirect

wholly-owned subsidiary of the Company

''Ritamix International''

Ritamix International Limited, a company incorporated in the

British Virgin Islands with limited liability on 21 September

2018 and a direct wholly-owned subsidiary of the Company

''RM''

Malaysian Ringgit, the lawful currency of Malaysia

''SFC''

the Securities and Futures Commission in Hong Kong

''SFO''

the Securities and Futures Ordinance (Chapter 571 of the Laws

of Hong Kong) as amended, supplemented or otherwise

modified from time to time

''Share(s)''

the ordinary share(s) of nominal or par value of HK$0.01 each

in the share capital of the Company

''Shareholder(s)''

the holder(s) of the Share(s)

''Stock Exchange''

The Stock Exchange of Hong Kong Limited

''subsidiary(ies)''

has the meaning ascribed thereto under the Listing Rules

''substantial shareholder(s)''

has the meaning ascribed thereto under the Listing Rules

''Takeovers Code''

The Codes on Takeovers and Mergers and Share Buy-backs

issued by the SFC as amended, supplemented or otherwise

modified from time to time

''Year''

the year ended 31 December 2020

''%''

per cent

- 4 -

LETTER FROM THE BOARD

Ritamix Global Limited

利 特 米 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1936)

Executive Directors:

Registered office:

Dato' Sri Lee Haw Yih

Windward 3, Regatta Office Park

(Chairman and chief executive officer)

PO Box 1350

Datin Sri Yaw Sook Kean

Grand Cayman KY1-1108

Cayman Islands

Non-executive Director:

Mr. Lee Haw Shyang

Headquarters:

No. 7, Jalan TP 7

Independent non-executive Directors:

UEP Industrial Park

Ms. Ng Siok Hui

40400 Shah Alam

Mr. Lim Chee Hoong

Selangor Darul Ehsan

Mr. Lim Heng Choon

Malaysia

Principal place of business

in Hong Kong:

31st Floor

148 Electric Road

North Point

Hong Kong

Malaysia, 26 April 2021

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR

(1) GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES;

  1. RE-ELECTIONOF RETIRING DIRECTORS;
    1. RE-APPOINTMENTOF AUDITORS; AND
  1. NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The Directors will propose at the 2021 AGM resolutions for, among other matters, (i) the grant of the Issue Mandate and the Repurchase Mandate; (ii) the extension of the Issue Mandate to include the Shares repurchased under the Repurchase Mandate; (iii) the re-election of the retiring Directors; and (iv) the re-appointment of the auditors of the Company.

- 5 -

LETTER FROM THE BOARD

The purpose of this circular is to give you notice of the 2021 AGM and to provide you with the information regarding the above resolutions to be proposed at the 2021 AGM to enable you to make an informed decision on whether to vote for or against those resolutions.

ISSUE MANDATE

Given that the general mandate granted to the Directors to issue Shares pursuant to the written resolutions of the then Shareholders dated 8 April 2020 will lapse at the conclusion of the 2021 AGM, an ordinary resolution will be proposed at the 2021 AGM to grant the Issue Mandate to the Directors. Based on 500,000,000 Shares in issue as at the Latest Practicable Date and assuming that there will be no change in the number of issued Shares after the Latest Practicable Date and up to the date of the 2021 AGM, the Directors will be authorised to allot, issue and deal with up to a maximum of 100,000,000 Shares, being 20% of the total number of the issued Shares as at the date of the resolution in relation thereto if the Issue Mandate is granted at the 2021 AGM. The Issue Mandate will end at the earliest of (i) the conclusion of the next AGM; (ii) the expiration of the period within which the next AGM is required to be held by the Articles of Association or any applicable laws; or (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders in general meeting of the Company.

REPURCHASE MANDATE

Given that the general mandate granted to the Directors to repurchase Shares pursuant to the written resolutions of the then Shareholder dated 8 April 2020 will lapse at the conclusion of the 2021 AGM, an ordinary resolution will be proposed at the 2021 AGM to grant the Repurchase Mandate to the Directors. Subject to the passing of the proposed ordinary resolution approving the grant of the Repurchase Mandate and based on 500,000,000 Shares in issue as at the Latest Practicable Date and assuming that no further Shares will be issued or no Shares will be repurchased and cancelled after the Latest Practicable Date and up to the date of the 2021 AGM, the Company will be allowed to repurchase a maximum of 50,000,000 Shares, being 10% of the total number of the issued Shares as at the date of the resolution in relation thereto. The Repurchase Mandate, if granted, will end at the earliest of (i) the conclusion of the next AGM; (ii) the expiration of the period within which the next AGM is required to be held by the Articles of Association or any applicable laws; or (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders in general meeting of the Company.

An explanatory statement in connection with the Repurchase Mandate is set out in Appendix

  1. to this circular. The explanatory statement contains all the requisite information required under Rule 10.06(1)(b) of the Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against the resolution approving the Repurchase Mandate.

- 6 -

LETTER FROM THE BOARD

EXTENSION OF ISSUE MANDATE TO ISSUE SHARES

Subject to the passing of the ordinary resolutions to grant the Issue Mandate and the Repurchase Mandate, an ordinary resolution will be proposed at the 2021 AGM to authorise the increase in the total number of new Shares which may be allotted and issued under the Issue Mandate by an additional number representing such number of Shares actually repurchased under the Repurchase Mandate.

RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, there were two executive Directors, namely Dato' Sri Lee Haw Yih and Datin Sri Yaw Sook Kean; one non-executive Director, namely Mr. Lee Haw Shyang; and three INEDs, namely Ms. Ng Siok Hui, Mr. Lim Chee Hoong and Mr. Lim Heng Choon.

Article 108(a) of the Articles of Association provides that at each AGM, one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election.

Article 112 of the Articles of Association provides that any Director appointed by the Board to fill a casual vacancy shall hold office only until the first general meeting of the Company after his appointment and be subject to re-election at such meeting. Any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following AGM and shall then be eligible for re-election.

Dato' Sri Lee Haw Yih and Datin Sri Yaw Sook Kean were appointed on 29 October 2018, Mr. Lee Haw Shyang was appointed on 18 December 2018, and Ms. Ng Siok Hui, Mr. Lim Chee Hoong and Mr. Lim Heng Choon were appointed on 8 April 2020. Accordingly, in accordance with Articles 108(a) and 112 of the Articles of Association, Dato' Sri Lee Haw Yih (as executive Director), Datin Sri Yaw Sook Kean (as executive Director), Mr. Lee Haw Shyang (as non- executive Director), Ms. Ng Siok Hui (as INED), Mr. Lim Chee Hoong (as INED) and Mr. Lim Heng Choon (as INED) (collectively, the ''Retiring Director(s)'') shall retire at the 2021 AGM and, being eligible, will offer themselves for re-election at the 2021 AGM.

The Nomination Committee had assessed and reviewed each of the INEDs' written confirmation of independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules and confirmed that all of them remain independent. In addition, the Nomination Committee had evaluated the performance of each of the Retiring Directors during the Year or since their respective dates of appointment (as the case may be) with reference to the nomination principles and criteria set out in the board diversity policy and the nomination policy of the Company and found their performance satisfactory. The Nomination Committee also considered that experience, skills and other perspectives of Ms. Ng Siok Hui, Mr. Lim Chee Hoong and Mr. Lim Heng Choon, being the INEDs of the Company as set out in Appendix I to this circular can bring further contributions to the Board and its diversity. Therefore, with the recommendation of the

- 7 -

LETTER FROM THE BOARD

Nomination Committee, the Board has proposed that all of the Retiring Directors stand for reelection as Directors at the 2021 AGM. As a good corporate governance practice, each of the Retiring Directors abstained from voting at the relevant Board meeting on the respective propositions of their recommendations for re-election by the Shareholders at the 2021 AGM. The Board believes that the continuous appointment of the Retiring Directors contributes to the stability and diversity of the Board.

The biographical details of each of the Retiring Directors to be re-elected at the 2021 AGM are set out in Appendix I to this circular in accordance with the relevant requirements under the Listing Rules.

RE-APPOINTMENT OF AUDITORS

Mazars CPA Limited and Mazars PLT will retire as the independent auditors of the Company at the 2021 AGM and, being eligible, offer themselves for re-appointment. The Board (which agreed with the view of the Audit Committee of the Company) recommended that, subject to the approval of the Shareholders at the 2021 AGM, Mazars CPA Limited and Mazars PLT be reappointed as the independent joint auditors for 2021. Details of the re-appointment of independent auditors are set out in the resolution numbered 4 set out in the notice of the 2021 AGM.

2021 AGM

The Company will convene the 2021 AGM at No. 7, Jalan TP 7, UEP Industrial Park, 40400 Shah Alam, Selangor Darul Ehsan, Malaysia (facilitated by electronic means) on Friday, 18 June 2021 at 2:30 p.m, at which the resolutions set out the notice of 2021 AGM will be proposed and, if thought fit, approving by poll by the Shareholders of the Issue Mandate. The notice convening the 2021 AGM is set out on pages 25 to 30 of this circular.

In light of the recent COVID-19 pandemic and the Movement Control Order imposed by the Malaysian government, the Company will conduct the 2021 AGM by way of a physical meeting and facilitated by electronic means. The 2021 AGM will be broadcast from No. 7, Jalan TP 7, UEP Industrial Park, 40400 Shah Alam, Selangor Darul Ehsan, Malaysia.

A form of proxy for use in connection with the 2021 AGM is enclosed with this circular and can also be downloaded from the respective websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.ritamix-global.com). Whether or not you are able to attend the 2021 AGM, you are requested to read carefully this circular and complete the enclosed proxy form and signed it in accordance with the instructions printed thereon and deposited the same, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority to the Company's headquarters in Malaysia at No. 7, Jalan TP 7, UEP Industrial Park, 40400 Shah Alam, Selangor Darul Ehsan, Malaysia or the Hong Kong Branch Share Registrar at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for holding the 2021 AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude

- 8 -

LETTER FROM THE BOARD

you from attending and voting in person at the 2021 AGM or any adjournment thereof if you so wish. If the Shareholder attends and votes at the 2021 AGM, the instrument appointing the proxy will be deemed to have been revoked.

PARTICIPATION IN THE 2021 AGM ELECTRONICALLY

Shareholders may participate in the 2021 AGM by:

  1. observing and listening to the 2021 AGM proceedings via live audio-visual webcast, where pre-registration is needed by sending an email by 2:30 p.m. on Tuesday, 15 June 2021 (which is 72 hours before the 2021 AGM) to howard@gladron.com for pre- registration. Shareholders should note that the link to join the 2021 AGM will be sent out to the pre-registered Shareholders by 3 p.m. on Thursday, 17 June 2021 via email;
  2. submitting questions by 2:30 p.m. on Tuesday, 15 June 2021 (which is 72 hours before the 2021 AGM) by email to howard@gladron.com; and
  3. appointing the chairman of the 2021 AGM as proxy to attend, speak and vote on their behalf at the 2021 AGM.

The Board will address the pre-submitted questions (if considered by the chairman of the 2021 AGM, at his absolute discretion, to be relevant to the proposed resolutions to be proposed at the 2021 AGM) and will post the replies to these questions by way of an announcement made thereafter on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.ritamix-global.com).

Key dates/deadlines of the registration process for participation in the 2021 AGM electronically

Key dates

From now till 2:30 p.m. on Tuesday, 15 June 2021 (which is 72 hours before the 2021 AGM)

From Tuesday, 15 June 2021 to Friday, 18 June 2021 (both days inclusive)

On or before 2:30 p.m. on Wednesday, 16 June 2021

Actions

Members may pre-register by sending an email to howard@gladron.com for their attendance at the live audio-visual webcast of the 2021 AGM proceedings.

All emails received will be followed up with an acknowledgement email from the Company.

Closure of the register of members of the Company for determining the entitlement of the Shareholders to attend the 2021 AGM.

Duly completed and signed proxy forms to be received by the Company or the Hong Kong Branch Share Registrar.

- 9 -

LETTER FROM THE BOARD

Key dates

Actions

By 2:30 p.m. on Tuesday,

Deadline for the Shareholders to submit questions in

15 June 2021 (which is 72 hours

advance by email to howard@gladron.com.

before the 2021 AGM)

By 3 p.m. on Thursday,

Following the verification by the Hong Kong Branch

17 June 2021

Share Registrar:

- Shareholders, whose status as shareholders of the

Company are authenticated, will receive a

confirmation email containing the link to access

the live audio-visual webcast of the 2021 AGM

proceedings.

- Shareholders, whose status as shareholders of the

Company cannot be authenticated, will be

rejected and will not be allowed to attend the

2021 AGM proceedings electronically. The

Company will send an email informing them of

this.

2:30 p.m. on Friday, 18 June 2021

Click on the link in the confirmation email to access

the live audio-visual webcast of the 2021 AGM

proceedings.

If the Shareholders at any stage of the registration process do not receive an email from the Company by the above deadlines, they should either contact the Company at +603-5191-8989 or by email to howard@gladron.com.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the 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. Therefore, all resolutions as set out in the notice convening the 2021 AGM will be voted by poll and, after being verified by the scrutineer, the results of the poll will be published 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,

- 10 -

LETTER FROM THE BOARD

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 Board considers that (i) the grant of the Issue Mandate and the Repurchase Mandate, (ii) the extension of the Issue Mandate to include Shares repurchased under the Repurchase Mandate,

  1. the re-election of the Retiring Directors, and (iv) the re-appointment of the auditors of the Company as set out in the notice of the 2021 AGM are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of all the relevant resolutions to be proposed at the 2021 AGM as set out in the notice of the 2021 AGM on pages 25 to 30 of this circular.

GENERAL

Your attention is drawn to the additional information set out in the appendices to this circular.

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully,

For and on behalf of the Board

Ritamix Global Limited

Dato' Sri Lee Haw Yih

Chairman and Executive Director

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APPENDIX I BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

The following are the biographical details of the Directors who will retire as required by the Articles of Association and the Listing Rules and are proposed to be re-elected at the 2021 AGM.

Save as disclosed below, there is no other matter concerning the re-election of each of the following Directors that needs to be brought to the attention of the Shareholders, nor is there other information that is required to be disclosed pursuant to the requirements of the Listing Rules.

Executive Directors

Dato' Sri Lee Haw Yih

Dato' Sri Lee Haw Yih, aged 51, is an executive Director, the chief executive officer and the chairman of the Board. He was appointed as a Director on 29 October 2018 and was re-designated as an executive Director on 18 December 2018. He is a member of the Remuneration Committee and Nomination Committee. He is primarily responsible for the overall management and formulation of business strategies of the Group. He is the spouse of Datin Sri Yaw Sook Kean and brother of Mr. Lee Haw Shyang.

Dato' Sri Lee Haw Yih has over 25 years of experience in the animal feed additives products industry. In August 1995, Dato' Sri Lee Haw Yih joined the Group and started working as a product development promotion executive in Gladron Chemicals. Since June 1996, he has been serving as a director of Gladron Chemicals and involving in the management of the Group. He currently serves as a director of all the subsidiaries of the Group, namely Ritamix International, Gladron Chemicals, Ritamix, Kevon, Ritamix (HK) and Hainan Ritamix.

Dato' Sri Lee Haw Yih graduated from McMaster University in Canada in June 1992 with a bachelor's degree in science and obtained a master's degree in business administration from McMaster University in Canada in June 1994.

Dato' Sri Lee Haw Yih was a director of the following companies, prior to their respective dissolution. The relevant details are as follows:

Principal business

Place of

activity prior to

Date of

Means of

Company name

incorporation

cessation of business

dissolution

dissolution

Gallant Asia Sdn. Bhd.

Malaysia

Distribution of food

22

September 2006

Compulsory

(''Gallant Asia'')

ingredients

winding up (Note)

Gladron Sdn. Bhd.

Malaysia

Dormant

12

June 2019

Striking off

Note: Gallant Asia was a company owned as to approximately 65% by Dato' Sri Lee Haw Yih and 35% by a third party and its principal business was distribution of food ingredients. Gallant Asia was unable to locate the business partner and thus unable to continue running its business, including using its funds to settle payments to its creditors and was insolvent at the time of dissolution. A compulsory winding up proceeding was

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APPENDIX I BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

initiated against Gallant Asia upon a petition filed to the High Court of Malaya at Kuala Lumpur by one of its creditors and Gallant Asia was wound up by order of the court. Dato' Sri Lee Haw Yih personally reached a full and final settlement with the creditor after the winding up of Gallant Asia. Dato' Sri Lee Haw Yih confirmed that to the best of his knowledge, there is no outstanding dispute or liabilities in connection with Gallant Asia.

Dato' Sri Lee Haw Yih confirmed that there is no fraudulent act or misfeasance on his part leading to the dissolution of each of such companies and he is not aware of any actual or potential claim which has been or will be made against him as a result of the dissolution of each of such companies.

Dato' Sri Lee Haw Yih has entered into a service agreement with the Company for an initial fixed term of three years commencing from the Listing Date. The term of service shall be renewed and extended automatically by three years on the expiry of such initial term and on the expiry of every successive period of three years thereafter, unless terminated by either party thereto giving at least three months' written notice of non-renewal before the expiry of the then existing term. Dato' Sri Lee Haw Yih is entitled to a basic annual remuneration (excluding payment pursuant to any discretionary benefit or bonus or other fringe benefits) of RM584,400, which was determined by the Board by reference to his responsibilities and duties within the Company and may be adjusted upon the recommendation of the Remuneration Committee.

Save as disclosed herein, Dato' Sri Lee Haw Yih did not hold in the past three years any directorships in other public listed companies the securities of which are listed on any securities market in Hong Kong or overseas.

As at the Latest Practicable Date, Garry-Worth Investment Limited was beneficially interested in 337,500,000 Shares. Garry-Worth Investment Limited is owned as to 53.37% by Dato' Sri Lee Haw Yih. Under the SFO, Dato' Sri Lee Haw Yih is deemed to be interested in 337,500,000 Shares held by Garry-Worth Investment Limited. Dato' Sri Lee Haw Yih, Mr. Lee Haw Hann, Mr. Lee Haw Shyang and Datin Sri Yaw Sook Kean are parties acting in concert (the ''Parties'') (having the meaning as ascribed thereto in the Takeovers Code) pursuant to the confirmation and undertaking dated 26 January 2019 and entered into among the Parties. As such, the Parties together control 337,500,000 Shares, representing 67.5% of the entire issued share capital of the Company.

Datin Sri Yaw Sook Kean

Datin Sri Yaw Sook Kean, aged 50, was appointed as a Director on 29 October 2018 and was re-designated as an executive Director on 18 December 2018. She is primarily responsible for the strategic planning and overall financial management of the Group. She is the spouse of Dato' Sri Lee Haw Yih and sister-in-law of Mr. Lee Haw Shyang.

Datin Sri Yaw Sook Kean has around 20 years of experience in the animal feed additives products industry. From July 1993 to March 1994, she worked in Accredit Leasing Corporation Sdn. Bhd., a company engaging in leasing business, as an accounts assistant. From January 1995 to

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APPENDIX I BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

May 1996, she worked in L&M Prestressing Specialist Sdn. Bhd. which engaged in the business of prestressing and post-tensioning of buildings and civil engineering structures as senior accounts clerk. From May 1996 to October 1998, she worked in Mac Food Services (M) Sdn. Bhd., a producer and supplier of meat and poultry products to restaurants, as an account supervisor. In November 1998, Datin Sri Yaw Sook Kean joined the Group and started serving as the financial controller of Gladron Chemicals. Since June 2004 and May 2007, Datin Sri Yaw Sook Kean has been serving as a director in Kevon and Ritamix, respectively.

Datin Sri Yaw Sook Kean completed the senior middle three education from the Chung Hua High School in Seremban, Malaysia in October 1989. She became a member of the Association of Chartered Certified Accountants in May 1999. She became a member of the Malaysian Institute of Accountants in November 2001.

Datin Sri Yaw Sook Kean has entered into a service agreement with the Company for an initial fixed term of three years commencing from the Listing Date. The term of service shall be renewed and extended automatically by three years on the expiry of such initial term and on the expiry of every successive period of three years thereafter, unless terminated by either party thereto giving at least three months' written notice of non-renewal before the expiry of the then existing term. Datin Sri Yaw Sook Kean is entitled to a basic annual remuneration (excluding payment pursuant to any discretionary benefit or bonus or other fringe benefits) of RM278,400, which was determined by the Board by reference to her responsibilities and duties within the Company and may be adjusted upon the recommendation of the Remuneration Committee.

Save as disclosed herein, Datin Sri Yaw Sook Kean did not hold in the past three years any directorships in other public listed companies the securities of which are listed on any securities market in Hong Kong or overseas.

As at the Latest Practicable Date, Datin Sri Yaw Sook Kean was interested in 337,500,000 Shares. Dato' Sri Lee Haw Yih, Mr. Lee Haw Hann, Mr. Lee Haw Shyang and Datin Sri Yaw Sook Kean are parties acting in concert (having the meaning as ascribed thereto in the Takeovers Code) pursuant to the confirmation and undertaking dated 26 January 2019 and entered into among the Parties. As such, the Parties together control 337,500,000 Shares, representing 67.5% of the entire issued share capital of the Company.

Non-executive Director

Mr. Lee Haw Shyang

Mr. Lee Haw Shyang, aged 45, was appointed as a non-executive Director on 18 December 2018. He is primarily responsible for providing advice to the Board. He is a brother of Dato' Sri Lee Haw Yih and brother-in-law of Datin Sri Yaw Sook Kean.

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APPENDIX I BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Since June 1996, he has been serving as a director of Gladron Chemicals. Since May 2007, he has been serving as a director of Ritamix. From September 2002 to June 2013, he served as a director of Johnson Medical International Sdn. Bhd., which engaged in manufacturing of medical equipment. Since November 2012, he has been serving as a director of Magical Milestone Sdn. Bhd., engaging in the letting of properties. Since January 2014, he has been serving as a director of Cross Creation Sdn. Bhd., engaging in medical laboratories, management consultation and trading of medical products. Since November 2017, he has been serving as the managing director of Eemed International Sdn. Bhd., engaging in designing, installing and servicing of medical devices.

Mr. Lee Haw Shyang graduated from University of Melbourne, Australia, with a bachelor's degree in engineering in March 2001.

Mr. Lee Haw Shyang was a director of the companies prior to their respective dissolution. The relevant details are as follows:

Principal business

Place of

activity prior to

Date of

Means of

Company name

Incorporation

cessation of business

dissolution

dissolution

Global Focus Resources

Malaysia

Dormant

13 May 2016

Striking off

Sdn. Bhd.

Athlonix Sdn. Bhd.

Malaysia

Trading and

21 June 2007

Striking off

manufacturing of

electronic product

Johnson Medical

Republic of India

Trading of medical

7 June 2017

Striking off

Development India

products

Private Limited

Mr. Lee Haw Shyang confirmed that each of the above-mentioned companies was solvent and inactive at the time of dissolution. He further confirmed that there is no fraudulent act or misfeasance on his part leading to the dissolution of each of such companies and he is not aware of any actual or potential claim which has been or will be made against him as a result of the dissolution of each of such companies.

Mr. Lee Haw Shyang has entered into an appointment letter with the Company for initial fixed term of one year commencing from the Listing Date. The term of service shall be renewed and extended automatically by one year on the expiry of such initial term and on the expiry of every successive period of one year thereafter, unless terminated by either party thereto giving at least three months' written notice of non-renewal before the expiry of the then existing term. Mr. Lee Haw Shyang is entitled to a basic annual remuneration (excluding payment pursuant to any

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APPENDIX I BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

discretionary benefit or bonus or other fringe benefits) of RM60,000, which was determined by the Board by reference to his responsibilities and duties within the Company and may be adjusted upon the recommendation of the Remuneration Committee.

Save as disclosed herein, Mr. Lee Haw Shyang did not hold in the past three years any directorships in other public listed companies the securities of which are listed on any securities market in Hong Kong or overseas.

As at the Latest Practicable Date, Mr. Lee Haw Shyang was interested in 337,500,000 Shares. Dato' Sri Lee Haw Yih, Mr. Lee Haw Hann, Mr. Lee Haw Shyang and Datin Sri Yaw Sook Kean are parties acting in concert (having the meaning as ascribed thereto in the Takeovers Code) pursuant to the confirmation and undertaking dated 26 January 2019 and entered into among the Parties. As such, the Parties together control 337,500,000 Shares, representing 67.5% of the entire issued share capital of the Company.

INEDs

Ms. Ng Siok Hui

Ms. Ng Siok Hui, aged 52, was appointed as an INED on 8 April 2020. She is the chairperson of the Remuneration Committee and a member of the Audit Committee and Nomination Committee.

Ms. Ng Siok Hui has over 25 years of experience in the legal industry. From January 1996 to April 1997, she worked in Khaw & Hussein, a law firm in Malaysia, as a legal assistant. From April 1997 to May 1999, she worked in Ng Yook Woon Andrew T C Saw & Co., a law firm in Malaysia, as a legal assistant. Ms. Ng joined Mak, Ng & Lim, a law firm in Malaysia, in May 1999 and her current position is partner.

Ms. Ng Siok Hui obtained her bachelor's degree in laws in July 1992 from University of Leicester, United Kingdom. She was admitted as a member of the Malaysian Bar in December 1995.

Ms. Ng Siok Hui has entered into an appointment letter with the Company for initial fixed term of one year commencing from the Listing Date. The term of service shall be renewed and extended automatically by one year on the expiry of such initial term and on the expiry of every successive period of one year thereafter, unless terminated by either party thereto giving at least three months' written notice of non-renewal before the expiry of the then existing term. Ms. Ng Siok Hu is entitled to a basic annual remuneration (excluding payment pursuant to any discretionary benefit or bonus or other fringe benefits) of RM60,000, which was determined by the Board by reference to her responsibilities and duties within the Company and may be adjusted upon the recommendation of the Remuneration Committee.

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APPENDIX I BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Save as disclosed herein, Ms. Ng Siok Hui did not hold in the past three years any directorship in other public listed companies the securities of which are listed on any securities market in Hong Kong or overseas.

As at the Latest Practicable Date, Ms. Ng Siok Hui did not have any interests in the Shares, underlying Shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

Mr. Lim Chee Hoong

Mr. Lim Chee Hoong, aged 60, was appointed as an INED on 8 April 2020. He is the chairperson of the Audit Committee and a member of the Remuneration Committee.

Mr. Lim Chee Hoong has over 35 years of experience in accounting and auditing. From May 1981 to August 1988, he worked in Coopers & Lybrand, an accounting firm in Malaysia, as an articled clerk. From August 1988 to January 1990, he worked in Seal Inc. Bhd., a company engaged in property development and management, as an accounts supervisor. From January 1990 to March 1991, he worked in Kinta Properties Sdn. Bhd., a company engaged in property development, as a senior accounts executive. From March 1991 to June 1993, he worked in Kassim Chan & Co, an accounting firm in Malaysia, as an audit senior. From July 1993 to June 1998, he worked in various companies in the commercial sectors as an accountant. From December 2001 to October 2013, he was a partner in Lee Teik Swee & Co, an accounting firm in Malaysia. Mr. Lim Chee Hoong started Lim Chee Hoong & Co (currently known as CHI-LLTC), an accounting firm in Malaysia, in November 1997 and is currently a partner. Since July 2003, Mr. Lim Chee Hoong has been appointed as an independent non-executive director of PRG Holdings Berhad (stock code: 7168 and stock name: PRG), an investment holding company of its subsidiaries engaging in property development and manufacturing of furniture webbing and elastic yarn and listed on the Main Market of Bursa Malaysia Securities Berhad. Since July 2011, Mr. Lim Chee Hoong has been appointed as an independent non-executive director of Choo Bee Metal Industries Berhad (stock code: 5797 and stock name: CHOOBEE), a company engaging in manufacturing and sales of flat- based steel products and listed on the Main Market of Bursa Malaysia Securities Berhad. Since June 2019, Mr. Lim Chee Hoong has also been appointed as an independent non-executive director of Pelikan International Corporation Berhad (stock code: 5231 and stock name: PELIKAN), a company engaging in manufacturing and distribution of writing instruments, art, painting and hobby products, school and office stationery, papeterie products and provision of logistics services and listed on the Main Market of Bursa Malaysia Securities Berhad.

Mr. Lim Chee Hoong obtained his higher school certificate in 1980. He became a member of the Malaysian Association of Certified Public Accountants in January 1993, a member of the Malaysian Institute of Accountants in July 1993 and a member of the Malaysian Institute of Taxation in September 2008.

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APPENDIX I BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Lim Chee Hoong has entered into an appointment letter with the Company for initial fixed term of one year commencing from the Listing Date. The term of service shall be renewed and extended automatically by one year on the expiry of such initial term and on the expiry of every successive period of one year thereafter, unless terminated by either party thereto giving at least three months' written notice of non-renewal before the expiry of the then existing term. Mr. Lim Chee Hoong is entitled to a basic annual remuneration (excluding payment pursuant to any discretionary benefit or bonus or other fringe benefits) of RM60,000, which was determined by the Board by reference to his responsibilities and duties within the Company and may be adjusted upon the recommendation of the Remuneration Committee.

Save as disclosed herein, Mr. Lim Chee Hoong did not hold in the past three years any directorship in other public listed companies the securities of which are listed on any securities market in Hong Kong or overseas.

As at the Latest Practicable Date, Mr. Lim Chee Hoong did not have any interests in the Shares, underlying Shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

Mr. Lim Heng Choon

Mr. Lim Heng Choon, aged 50, was appointed as an INED on 8 April 2020. He is the chairperson of the Nomination Committee and a member of the Audit Committee.

Mr. Lim Heng Choon worked in the Boston Consulting Group in Kuala Lumpur, Malaysia from March 1996 to September 2003, with the last position as a consultant. From November 2004 to September 2010, he worked in hiSoft Technology International Ltd, engaging in IT services, covering positions as a vice president of corporate development and chief operating officer, with the last position as an advisor. He has been a director and chief financial officer in International Liquid Packaging Solutions Pte Ltd, engaging in industrial packaging, since July 2011. He is also an advisor to Pactera Technology International Ltd, primarily engaging in IT services, since November 2013, and a director in Hyperion Connect Ltd, engaging in consulting services, since August 2016.

Mr. Lim Heng Choon obtained his bachelor's degree in engineering from Monash University in Australia in July 1996 and a master's degree in business administration from Kellogg Graduate School of Management, Northwestern University in the United States of America in June 2001.

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APPENDIX I BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Lim Heng Choon was a director of the following company prior to its commencement of dissolution procedure. The relevant details are as follows:

Date of

Principal business

commencement

Place of

activity prior to

of dissolution

Means of

Company name

incorporation

cessation of business

procedures

dissolution

IG-Interactive Pte. Ltd.

Singapore

Dormant

4 February 2020

Striking off

Mr. Lim Heng Choon has confirmed that the above-mentioned company was solvent and inactive at the time of commencement of its dissolution procedure. He further confirmed that there is no fraudulent act or misfeasance on his part leading to the dissolution of the company and he is not aware of any actual or potential claim which has been or will be made against him as a result of the dissolution of the company.

Mr. Lim Heng Choon has entered into an appointment letter with the Company for initial fixed term of one year commencing from the Listing Date. The term of service shall be renewed and extended automatically by one year on the expiry of such initial term and on the expiry of every successive period of one year thereafter, unless terminated by either party thereto giving at least three months' written notice of non-renewal before the expiry of the then existing term. Mr. Lim Heng Choon is entitled to a basic annual remuneration (excluding payment pursuant to any discretionary benefit or bonus or other fringe benefits) of RM60,000, which was determined by the Board by reference to his responsibilities and duties within the Company and may be adjusted upon the recommendation of the Remuneration Committee.

Save as disclosed herein, Mr. Lim Heng Choon did not hold in the past three years any directorship in other public listed companies the securities of which are listed on any securities market in Hong Kong or overseas.

As at the Latest Practicable Date, Mr. Lim Heng Choon did not have any interests in the Shares, underlying Shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, each of the Retiring Directors confirms with respect to him/her that as at the Latest Practicable Date: he/she (i) had not held any directorship in the last three years in any public company, the securities of which are listed on any securities market in Hong Kong or overseas; (ii) did not hold other positions in the Company or other members of the Group; (iii) did not have any relationship with any Directors, senior management, substantial shareholder or controlling shareholder of the Company; and (iv) did not have any interests in the Shares within the meaning of Part XV of the SFO. which are or have been listed on any securities market in Hong Kong or overseas in the past three years.

- 19 -

APPENDIX II

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by Rule 10.06(1)(b) of the Listing Rules, to provide the requisite information to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to be proposed at the 2021 AGM for approving the Repurchase Mandate.

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their fully-paid shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:

1. SHAREHOLDERS' APPROVAL

All proposed share repurchase on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution of the shareholders, either by way of a general mandate or by a specific approval.

2. REPURCHASE OF SECURITIES FROM CORE CONNECTED PERSONS

Under the Listing Rules, the Company is prohibited from knowingly purchasing Shares on the Stock Exchange from a core connected person.

As at the Latest Practicable Date, 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 or has undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is approved by the Shareholders.

3. SHARE CAPITAL

As at the Latest Practicable Date, there were a total of 500,000,000 issued Shares in one class. Subject to the passing of the proposed ordinary resolution for the approval of the Repurchase Mandate and assuming that there is no change in the number of the issued Shares after the Latest Practicable Date and up to the date of the 2021 AGM of passing such resolution, the Directors will be authorised to repurchase up to a maximum of 50,000,000 Shares, representing 10% of the total number of issued Shares as at the date of passing the relevant resolution. The Repurchase Mandate will end on the earliest of (i) the conclusion of the next AGM; (ii) the expiration of the period within which the next AGM is required to be held by the Articles of Association or any applicable laws; or (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company.

- 20 -

APPENDIX II

EXPLANATORY STATEMENT

4. REASONS FOR REPURCHASE

The Directors presently have no intention to repurchase any Shares but consider that the Repurchase Mandate will provide the Company with the flexibility to make such repurchase when appropriate and beneficial to the Company. An exercise of the Repurchase Mandate may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that a repurchase will benefit the Company and the Shareholders as a whole. The number of the Shares to be repurchased on any occasion and the price and other terms on which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining, subject to the restrictions under the Listing Rules.

5. FUNDING OF REPURCHASE

In repurchasing securities, the Company may only apply funds legally available for such purpose in accordance with its Articles of Association, the Listing Rules and the applicable laws.

The Company may not repurchase its own Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange in effect from time to time.

Subject to the foregoing, any repurchase of the Shares by the Company may be made out of profits of the Company, out of share premium, or out of the proceeds of a fresh issue of the Shares made for the purpose of the repurchase or, subject to the Companies Act, out of capital. Any amount of premium payable on the purchase over the par value of the Shares to be repurchased must be out of profits of the Company, out of the Company's share premium account before or at the time the Shares are repurchased, or subject to the Companies Act, out of capital.

6. IMPACT ON WORKING CAPITAL OR GEARING POSITION

The Directors consider that an exercise of the Repurchase Mandate in full could have a material adverse impact on the working capital or gearing position of the Company when compared with that as at 31 December 2020, being the date of its latest published audited consolidated financial statements. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital or gearing position of the Company, which in the opinion of the Directors is from time to time appropriate for the Company.

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APPENDIX II

EXPLANATORY STATEMENT

7. SHARE PRICES

The highest and lowest prices at which the Shares had been traded on the Stock Exchange since the Listing Date and up to the Latest Practicable Date were as follows:

Traded price per Share (HK$)

Month

Highest

Lowest

2020

May (since the Listing Date)

3.10

1.70

June

4.60

2.88

July

6.76

0.79

August

2.34

0.68

September

0.89

0.51

October

0.65

0.45

November

0.73

0.42

December

0.74

0.53

2021

January

0.63

0.50

February

0.60

0.50

March

0.60

0.48

April (up to and including the Latest Practicable Date)

0.57

0.52

Source: the Stock Exchange

8. DIRECTORS AND THEIR CLOSE ASSOCIATES

None of the Directors nor to the best of their knowledge having made all reasonable enquiries, their close associates, has any present intention to sell to the Company any of the Shares in the event that the proposed resolution for the Repurchase Mandate is approved at the 2021 AGM.

9. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that so far as the same may be applicable, they will exercise the powers of the Company to repurchase Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws and regulations. The Directors will not exercise the Repurchase Mandate if the repurchase would result in the number of the Shares which are in the hands of the public falling below 25% of the total number of the Shares in issue (or such other percentage as may be prescribed as the minimum public shareholding under the Listing Rules).

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APPENDIX II

EXPLANATORY STATEMENT

10. EFFECT OF TAKEOVERS CODE

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

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, the following Shareholders were interested in 5% or more of the number of issued Shares:

Approximate percentage

of total number of Shares

Percentage of

(assuming the Repurchase

Number of

total number

Mandate is exercised in

Name of Shareholder

Capacity

Shares held(1)

of Shares

full)

Garry-Worth Investment Limited

Beneficial owner

337,500,000

(L)

67.5%

75.0%

Dato' Sri Lee Haw Yih(2 and 3)

Interest in controlled

337,500,000

(L)

67.5%

75.0%

corporation/interest held

jointly with others

Mr. Lee Haw Shyang(3)

Interest held jointly with

337,500,000

(L)

67.5%

75.0%

others

Datin Sri Yaw Sook Kean(3)

Interest held jointly with

337,500,000

(L)

67.5%

75.0%

others

Mr. Lee Haw Hann(3)

Interest held jointly with

337,500,000

(L)

67.5%

75.0%

others

Ms. Lim Ee Min(4)

Interest of spouse

337,500,000

(L)

67.5%

75.0%

Ms. Yee Mei Loon(5)

Interest of spouse

337,500,000

(L)

67.5%

75.0%

Warrants Capital Ltd(6)

Beneficial owner

27,532,000 (L)

5.5%

6.1%

Mr. Lee Soo Kai(6)

Interest in controlled

27,532,000 (L)

5.5%

6.1%

corporation

Mr. Voon Sze Lin(6)

Interest in controlled

27,532,000 (L)

5.5%

6.1%

corporation

Ms. Wong Ching Ying(7)

Interest of spouse

27,532,000 (L)

5.5%

6.1%

Notes:

  1. The letter ''L'' denotes the person's long position in the relevant Shares.

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APPENDIX II

EXPLANATORY STATEMENT

  1. Garry-WorthInvestment Limited is the beneficial owner of 337,500,000 Shares. Garry-Worth Investment Limited is owned as to 53.37% by Dato' Sri Lee Haw Yih, 20.17% by Mr. Lee Haw Shyang, 20.17% by Mr. Lee Haw Hann and 6.29% by Datin Sri Yaw Sook Kean. Under the SFO, Dato' Sri Lee Haw Yih is deemed to be interested in the same number of the Shares held by Garry-Worth Investment Limited.
  2. Dato' Sri Lee Haw Yih, Mr. Lee Haw Hann, Mr. Lee Haw Shyang and Datin Sri Yaw Sook Kean are parties acting in concert (having the meaning as ascribed thereto in the Takeovers Code) pursuant to the confirmation and undertaking dated 26 January 2019 and entered into among the Parties. As such, the Parties together control 337,500,000 Shares, representing 67.5% of the entire issued share capital of the Company.
  3. Ms. Lim Ee Min, the spouse of Mr. Lee Haw Shyang, is deemed under the SFO to be interested in the same number of the Shares in which Mr. Lee Haw Shyang is interested in.
  4. Ms. Yee Mei Loon, the spouse of Mr. Lee Haw Hann, is deemed under the SFO to be interested in the same number of the Shares in which Mr. Lee Haw Hann is interested in.
  5. Warrants Capital Ltd is the beneficial owner of 27,532,000 Shares. Warrants Capital Ltd is owned as to 50% and 50% by Mr. Lee Soo Kai and Mr. Voon Sze Lin, respectively. By virtue of the SFO, each of Mr. Lee Soo Kai and Mr. Voon Sze Lin are deemed to be interested in the same number of Shares held by Warrants Capital Ltd.
  6. Ms. Wong Ching Ying, the spouse of Mr. Lee Soo Kai, is deemed under the SFO to be interested in the same number of the Shares in which Mr. Lee Soo Kai is interested in.

On the basis that the number of issued Shares remain the same and save as aforesaid, the Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any repurchase pursuant to the Repurchase Mandate. The Directors do not intend to exercise the Repurchase Mandate to an extent which would, in the circumstances, trigger any potential consequences under the Takeovers Code.

11. SHARE REPURCHASE MADE BY THE COMPANY

No repurchases of Shares have been made by the Company (whether on the Stock Exchange or otherwise) since the Listing Date up to the Latest Practicable Date.

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NOTICE OF ANNUAL GENERAL MEETING

Ritamix Global Limited

利 特 米 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1936)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of the shareholders of Ritamix Global Limited (the ''Company'' and the ''2021 AGM'', respectively) will be held at No. 7, Jalan TP 7, UEP Industrial Park, 40400 Shah Alam, Selangor Darul Ehsan, Malaysia (facilitated by electronic means) on Friday, 18 June 2021 at 2:30 p.m. for the following purposes:

  1. To consider and adopt the audited consolidated financial statements of the Company and its subsidiaries for the year ended 31 December 2020 and the respective reports of the Company's directors (the ''Director(s)'') and independent joint auditors.
  2. (i) To re-elect Dato' Sri Lee Haw Yih as an executive Director;
    1. To re-elect Datin Sri Yaw Sook Kean as an executive Director;
    2. To re-elect Mr. Lee Haw Shyang as a non-executive Director;
    3. To re-elect Ms. Ng Siok Hui as an independent non-executive Director (the
      ''INED'');
    4. To re-elect Mr. Lim Chee Hoong as an INED; and
    5. To re-elect Mr. Lim Heng Choon as an INED.
  3. To authorise the board of Directors of the Company (the ''Board'') to fix the remuneration of the Directors for the year ending 31 December 2021 (''FY 2021'');
  4. To re-appoint Mazars CPA Limited and Mazars PLT as the independent joint auditors of the Company's financial statements for FY 2021 and authorise the Board to fix their remuneration;
  5. To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:

''THAT:

  1. subject to paragraph (c) below of this resolution, 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 additional shares of the Company (the ''Shares'') or securities convertible into Shares, or options or securities for similar rights to

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NOTICE OF ANNUAL GENERAL MEETING

subscribe for any Shares and to make or grant offers, agreements and options which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

  1. the approval in paragraph (a) above of this resolution shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as defined below) to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
  2. the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company (the ''Articles of Association'') in force from time to time, shall not exceed the aggregate of 20% of the total number of the Shares in issue as at the date of the passing of this resolution and such approval shall be limited accordingly; and
  3. for the purposes of this resolution:
    ''Relevant Period'' means the period from the date of the passing of this resolution until whichever is the earliest of:
    1. the conclusion of the next annual general meeting of the Company (the
      ''AGM'');
    2. the expiration of the period within which the next AGM is required to be held by the Articles of Association or any other applicable laws; or
    3. the date on which the authority set out in this resolution is revoked or varied by way of an ordinary resolution by the shareholders of the Company in general meeting;

''Rights Issue'' means an offer of Shares, or offer or issue of options or other securities giving the rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the

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NOTICE OF ANNUAL GENERAL MEETING

existence or extent of any restrictions or obligations under the laws or the requirements of any recognised regulatory body or any stock exchange in any territory, outside Hong Kong).''

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

''THAT:

  1. subject to paragraph (b) below of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to repurchase the shares of the Company (the ''Shares'') on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the ''Commission'') and the Stock Exchange under The Codes on Takeovers and Mergers and Share Buy-backs issued by the Commission be and is hereby generally and unconditionally approved;
  2. the total number of the Shares which may be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution above during the Relevant Period (as defined below) shall not exceed 10% of the total number of the issued Shares as at the date of the passing of this resolution and the authority pursuant to paragraph
    1. above of this resolution shall be limited accordingly; and
  3. for the purpose of this resolution:
    ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
    1. the conclusion of the next annual general meeting of the Company (the
      ''AGM'');
    1. the expiration of the period within which the next AGM is required to be held by the articles of association of the Company or any other applicable laws; or
    1. the date on which the authority set out in this resolution is revoked or varied by way of an ordinary resolution by the shareholders of the Company in general meeting.''

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NOTICE OF ANNUAL GENERAL MEETING

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

''THAT conditional upon the passing of resolutions numbered 5 and 6 set out in the notice convening the annual general meeting of the Company (the ''Notice''), the authority granted to the directors of the Company pursuant to resolution numbered 5 set out in the Notice be and is hereby extended by the addition thereto of an amount representing the total number of the shares of the Company (the ''Shares'') repurchased pursuant to the authority granted pursuant to Resolution numbered 6 set out in the Notice, provided that such amount shall not exceed 10% of the total number of the issued Shares as at the date of passing this Resolution.''

Yours faithfully,

For and on behalf of the Board

Ritamix Global Limited

Dato' Sri Lee Haw Yih

Chairman and Executive Director

Malaysia, 26 April 2021

Registered office:

Windward 3, Regatta Office Park

PO Box 1350

Grand Cayman KY1-1108

Cayman Islands

Headquarters:

No. 7, Jalan TP 7

UEP Industrial Park

40400 Shah Alam

Selangor Darul Ehsan

Malaysia

Principal place of business in Hong Kong: 31st Floor

148 Electric Road

North Point

Hong Kong

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

  1. In view of the ongoing pandemic of the novel coronavirus disease (the ''COVID-19''), the Company will implement the following prevention and control measures at the 2021 AGM against the COVID-19 to protect the shareholders of the Company (the ''Shareholders''), staff and other attendees of the 2021 AGM from the risk of infection: (a) compulsory body temperature check and anyone with a body temperature of over 37.5 degrees Celsius will not be permitted to access to the meeting venue; (b) compulsory wearing of surgical mask prior to admission to the 2021 AGM venue and throughout the 2021 AGM; (c) seating on the designated seat assigned by the Company at the time of registration to ensure social distancing; (d) no refreshment will be provided; (e) no souvenir or corporate gift will be distributed; and (f) Shareholders who have any symptoms of an upper respiratory system disease or are under any quarantine requirements are advised not to attend the 2021 AGM in person. Any person who does not comply with the precautionary measures will be denied entry into or be required to leave the 2021 AGM venue. The Company will closely monitor the current COVID-19 situation and may implement additional measures at short notice, which will be announced closer to the date of the 2021 AGM, if any.
  2. In light of the recent COVID-19 pandemic and the Movement Control Order imposed by the Malaysian government, the Company will conduct the 2021 AGM by way of a physical meeting and the 2021 AGM will be facilitated by electronic means. The 2021 AGM will be broadcast from No. 7, Jalan TP 7, UEP Industrial Park, 40400 Shah Alam, Selangor Darul Ehsan, Malaysia.
    Shareholders may participate in the 2021 AGM by (i) observing and listening to the 2021 AGM proceedings via live audio-visual webcast, where pre-registration is needed by sending an email by 2:30 p.m. on Tuesday, 15 June 2021 (which is 72 hours before the 2021 AGM) to howard@gladron.com for pre-registration. Shareholders should note that the link to join the 2021 AGM will be sent out to the pre-registered Shareholders by 3 p.m. on Thursday, 17 June 2021 via email; (ii) submitting questions by 2:30 p.m. on Tuesday, 15 June 2021 (which is 72 hours before the 2021 AGM) by email to howard@gladron.com; and (iii) appointing the chairman of the 2021 AGM as proxy to attend, speak and vote on their behalf at the 2021 AGM.
  3. In light of the continuing risks posed by the COVID-19 and as part of the Company's control measures to safeguard the health and safety of the Shareholders, the Company strongly encourages the Shareholders to exercise their rights to vote at the 2021 AGM by appointing the chairman of the 2021 AGM as their proxy, instead of attending the 2021 AGM in person.
  4. Any member of the Company (the ''Member'' or ''Shareholder'') entitled to attend and vote at the 2021 AGM or its adjourned meeting (as the case may be) is entitled to appoint one (or, if he/she/it holds two or more Shares, more than one) proxy to attend and, on a poll, vote on his/her/its behalf subject to the provision of the Articles of Association. A proxy need not be a Member but must be present in person at the 2021 AGM to represent the Member. If more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which such proxy is so appointed.
  5. In order to be valid, the duly completed and signed form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be lodged with the Company at No. 7, Jalan TP 7, UEP Industrial Park, 40400 Shah Alam, Selangor Darul Ehsan, Malaysia or the Company's branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong as soon as possible and in any event, not later than 48 hours before the time appointed for holding the 2021 AGM or its adjourned meeting (as the case may be). Completion and return of a form of proxy will not preclude a Member from attending and voting in person at the 2021 AGM or its adjourned meeting should he/she so wish. In such event, the form of proxy shall be deemed to be revoked.
  6. For determining the entitlement of the Shareholders to attend and vote at the 2021 AGM, the register of members of the Company will be closed from Tuesday, 15 June 2021 to Friday, 18 June 2021 (both days inclusive), during which period no transfer of Shares will be registered. To qualify for attending the 2021 AGM, the Shareholders must

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NOTICE OF ANNUAL GENERAL MEETING

lodge all transfer documents, accompanied by the relevant share certificates with the Company's Hong Kong branch share registrar and transfer office, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong for registration not later than 4:30 p.m. on Friday, 11 June 2021.

  1. In relation to the proposed resolution numbered 2 above, Dato' Sri Lee Haw Yih, Datin Sri Yaw Sook Kean, Mr. Lee Haw Shyang, Ms. Ng Siok Hui, Mr. Lim Chee Hoong and Mr. Lim Heng Choon will retire as Directors at the 2021 AGM and, being eligible, offer themselves for re-election. Details of the above Directors are set out in Appendix I to the Company's circular dated 26 April 2021.
  2. In relation to the proposed resolution numbered 4 above, the Board concurs with the views of the audit committee of the Board and has recommended that Mazars CPA Limited and Mazars PLT be re-appointed as the independent joint auditors.
  3. In relation to the proposed resolution numbered 5 above, approval is being sought from the Members for the grant to the Directors of a general mandate to authorise the allotment and issue of Shares under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules''). The Directors have no immediate plans to issue any new Shares.
  4. In relation to the proposed resolution numbered 6 above, the Directors wish to state that currently, they have no present intention to repurchase any Shares and will exercise the powers conferred thereby to repurchase Shares only in the circumstances which they consider appropriate for the benefit of the Company and the Members as a whole. An explanatory statement containing the information necessary to enable the Members to make an informed decision to vote for or against the proposed resolution as required by the Listing Rules is set out in Appendix II to the Company's circular dated 26 April 2021.
  5. In compliance with Rule 13.39(4) of the Listing Rules, voting on all proposed resolutions set out in this notice will be decided by way of a poll except where the chairman of the 2021 AGM, 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.
  6. Where there are joint holders of any Share, any one of such joint holders may vote at the 2021 AGM, either personally 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 are present at the 2021 AGM, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
  7. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

As at the date of this notice, the Board comprises Dato' Sri Lee Haw Yih as the chairman and executive Director; Datin Sri Yaw Sook Kean as executive Director; Mr. Lee Haw Shyang as non-executive Director; and Ms. Ng Siok Hui, Mr. Lim Chee Hoong and Mr. Lim Heng Choon as INEDs.

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Ritamix Global Ltd. published this content on 26 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2021 09:53:05 UTC.