PROPOSALS FOR: (I) RE-ELECTION OF RETIRING DIRECTORS; (II) GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES OF THE COMPANY; AND (III) NOTICE OF ANNUAL GENERAL MEETING

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PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

For the health and safety of Shareholders, the Company would like to encourage Shareholders to exercise their rights to vote at the Annual General Meeting ("AGM") by appointing the Chairman of the AGM as their proxy and to return their proxy forms by the time specified on page 7 of this circular under the subject headed "Annual General Meeting and Proxy Arrangement", instead of attending the AGM in person.

With the outbreak and spreading of the Coronavirus Disease 2019 (the "COVID-19") pandemic and the heightened requirements for the prevention and control of its spreading, to safeguard the health and safety of Shareholders who might be attending the AGM in person, the Company will implement the following precautionary measures at the AGM.

1. all participants (including Shareholders or their proxies) in the AGM shall be subject to compulsory body temperature check at the entrance of the meeting venue and anyone with a body temperature above the reference range quoted by the Department of Health from time to time, or exhibiting flu-like symptoms may be denied entry into the meeting venue and be requested to leave the meeting venue;
2. all participants (including Shareholders or their proxies) in the AGM are required to wear appropriate face masks for covering noses and mouths properly at all time during their attendance of the AGM; and
3. no refreshment will be served after the AGM to avoid the coming into close contacts of participants attending the AGM.

Participants (including Shareholders or their proxies) are in addition requested to observe and practise good personal hygiene at all times. To the extent permitted by law, the Company reserves the rights to deny entry into the meeting venue or requires any person to leave the meeting venue so as to ensure the health and safety of the participants at the AGM.

Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the AGM arrangements at short notice. Shareholders should check the Company's website at www.renco.com.hk and the Stock Exchange's website at www.hkexnews.hk for future announcements and updates on the AGM arrangements.

If Shareholders have any questions relating to the AGM, please contact Tricor Tengis Limited, the Branch Share Registrar and Transfer Office in Hong Kong of the Company, as follows:

Tricor Tengis Limited

Level 54, Hopewell Centre,

183 Queen's Road East, Wanchai, Hong Kong Telephone: +852 2980 1333 Facsimile: +852 2810 8185

Email: is-enquiries@hk.tricorglobal.com

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DEFINITIONS

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

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DEFINITIONS

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LETTER FROM THE BOARD

30 April 2021

To the Shareholders

Dear Sir/Madam,

PROPOSALS FOR:

1. 1. RE-ELECTIONOF RETIRING DIRECTORS;
2. GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES OF THE COMPANY;
3. 
   AND

1. NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the Annual General Meeting to enable you to make a decision on whether to vote for or against the resolutions, among other matters, for (i) the re-election of Directors retiring at the Annual General Meeting; (ii) the granting of the Buyback Mandate to the Directors; (iii) the granting of the Issuance Mandate to the Directors and (iv) the extension of the Issuance Mandate by adding to it the aggregate number of the issued Shares repurchased by the Company under the Buyback Mandate.

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LETTER FROM THE BOARD

2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Bye law 84 of the Bye laws, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at least once every three years. A retiring Director shall be eligible for re-election and shall continue to act as a Director throughout the meeting at which he retires. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day, those to retire shall (unless they otherwise agreed among themselves) be determined by lot. Any Director appointed pursuant to Bye-law 83(2) shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation.

Pursuant to Bye law 83(2) of the Bye laws, the Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or, subject to authorization by the Members in general meeting, as an addition to the existing Board but so that the number of Directors so appointed shall not exceed any maximum number determined from time to time by the Members in general meeting. Any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of Members after his appointment and be subject to re-election at such meeting and any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.

Pursuant to Bye law 84 of the Bye laws, Mr. Cheok Ho Fung (executive Director) and Mr. Mak Kwok Kei (Independent non-executive Director) shall retire from office by rotation at the Annual General Meeting.

All the retiring Directors, being eligible, will offer themselves for re-election at the Annual General Meeting.

Mr. Ng Man Kung (Independent non-executive Director), Mr. Lau Fai Lawrence (Independent non-executive Director) and Mr. Mak Kwok Kei (Independent non-executive Director) had made annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules and had met independence guidelines set out in Rule 3.13 of the Listing Rules, and are considered as independent.

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LETTER FROM THE BOARD

Biographical details of the retiring Directors are set out in Appendix II (Details of retiring Directors proposed to be re-elected at the Annual General Meeting) to this circular pursuant to Rule 13.74 of the Listing Rules.

Any Shareholder who wishes to nominate a person to stand for election as a Director at the Annual General Meeting must lodge with the Company at the Company's principal place of business in Hong Kong at Unit 1901, 19th Floor, Far East Finance Centre, No.16 Harcourt Road, Hong Kong (For the attention of the Chairman of the Board/Company Secretary), or at the Company's Branch Share Registrar and Transfer Office in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong within the period from Friday, 30 April 2021 to Friday, 14 May 2021, both days inclusive, (i) written notice of intention to propose such a resolution, (ii) the aforesaid notice must (a) include the personal particulars of the candidate as required by Rule 13.51(2) of the Listing Rules; (b) be signed by the Shareholder concerned; (c) be signed by the candidate indicating his/her willingness to be elected as a Director; and (d) include the candidate's written consent of publishing his/ her personal information.

3. BUYBACK AND ISSUANCE MANDATES

At the last annual general meeting of the Company held on Monday, 22 June 2020, general mandates were granted to the Directors to exercise the powers of the Company to buy back Shares and to issue new Shares respectively. The buyback mandate granted on 22 June 2020 will expire at the conclusion of the Annual General Meeting. However, up to the Latest Practicable Date, the issuance mandate granted on 22 June 2020 had not been exercised out of 441,600,000 Shares (i.e. 20% of the then issued share capital of the Company for the time being when the aforesaid issuance mandate had been granted on 22 June 2020).

Ordinary resolutions will be proposed at the Annual General Meeting to approve the granting of the following new general mandates to the Directors:

1. to purchase Shares on the Stock Exchange of an aggregate amount of up to 10% of the aggregate amount of the issued Shares as at the date of passing of such resolution (the "Buyback Mandate");
2. to allot, issue or deal with Shares of an aggregate amount of up to 20% of the aggregate amount of the issued Shares as at the date of passing of such resolution (the "Issuance Mandate"); and
3. to extend the Issuance Mandate by an amount representing the aggregate amount of the Shares repurchased by the Company pursuant to and in accordance with the Buyback Mandate.

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LETTER FROM THE BOARD

The Buyback Mandate and the Issuance Mandate will continue in force until the conclusion of the next following annual general meeting of the Company to be held after the Annual General Meeting or any earlier date as referred in ordinary resolutions nos. 5 and 6 set out in the notice of the Annual General Meeting. With reference to the Buyback Mandate and the Issuance Mandate, the Directors wish to state that they have no immediate plan to repurchase any Shares pursuant thereto.

Subject to the passing of the ordinary resolution no. 6 set out in the notice of the Annual General Meeting and on the basis that no further Shares would be issued prior to the Annual General Meeting, the Company would be allowed under the ordinary resolution no. 6 to issue a maximum of 441,600,000 Shares (representing 20% based on the issued shares of the Company as at the Latest Practicable Date).

In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing certain information required by the Listing Rules to enable them to make an informed decision on whether to vote for or against the granting of the Buyback Mandate. The explanatory statement as required by the Listing Rules in connection with the Buyback Mandate is set out in Appendix I (Explanatory Statement on the Buyback Mandate) to this circular.

4. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 17 to 21 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, among other matters,

1. the re-election of retiring Directors; (ii) the granting of the Buyback Mandate to the Directors; (iii) the granting of the Issuance Mandate to the Directors and (iv) the extension of the Issuance Mandate by the addition thereto of the number of Shares repurchased pursuant to the Buyback Mandate.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the website of the Stock Exchange (www.hkex.com.hk) and the website of the Company (www.renco.com.hk) respectively. To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and be deposited, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority at the Company's Branch Share Registrar and Transfer Office in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting (i.e. before 10:00 a.m. on Wednesday, 23 June 2021) or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting and any adjournment thereof, if you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

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LETTER FROM THE BOARD

For good corporate governance and as required by the Listing Rules, the chairman of the Annual General Meeting will demand a poll on each of the resolutions set out in the notice of the Annual General Meeting in accordance with the Bye-laws, except where the chairman of the Annual General Meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative manner (as defined under the Listing Rules) to be voted on by a show of hands. 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 is the holder.

The poll voting results conducted at the Annual General Meeting will be published by an announcement to be made by the Company in accordance with the Listing Rules following the conclusion of the Annual General Meeting on the websites of the Stock Exchange and the Company respectively.

1. RECOMMENDATION
   The Directors consider that the proposed re-election of retiring Directors, the granting of the Buyback Mandate and the granting/extension of the Issuance Mandate are in the interests of the Company, the Group and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the relevant resolutions to be proposed at the Annual General Meeting.
2. GENERAL
   Your attention is drawn to the additional information set out in Appendix I (Explanatory Statement on the Buyback Mandate) and Appendix II (Details of retiring Directors proposed to be re-elected at the Annual General Meeting) to this circular.

Yours faithfully,

Li Yongjun

Chairman

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

1. REASONS FOR SHARE BUYBACK
   The Directors believe that the proposed granting of the Buyback Mandate is in the best interests of the Company and the Shareholders as a whole.
   Buy-backs of Shares 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. The Directors are seeking the granting of the Buyback Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.
2. TOTAL ISSUED SHARES
   As at the Latest Practicable Date, the total issued Shares comprised 2,208,000,000 Shares.
   Subject to the passing of the ordinary resolution no. 5 set out in the notice of the Annual General Meeting in respect of the granting of the Buyback Mandate and on the basis that no Shares are issued or repurchased by the Company prior to the date of the Annual General Meeting, the Directors would be authorised under the Buyback Mandate to repurchase a maximum of 220,800,000 Shares (representing 10% of the Shares in issue as at the date of Annual General Meeting) during the period in which the Buyback Mandate remains in force.
3. FUNDING OF REPURCHASES
   In repurchasing Shares, the Company will only apply funds legally available for such purpose in accordance with its Memorandum of Association, the Bye laws, the laws of Bermuda and/or any other applicable laws.

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The Company is empowered by its Memorandum of Association and Bye laws to repurchase Shares. The laws of Bermuda provide that the amount of capital paid in connection with a share repurchased by a company may only be paid out of either the capital paid up on the relevant shares, or the funds of the company which would otherwise be available for dividend or distribution or the proceeds of a fresh issue of shares made for such purpose. The amount of premium payable on repurchase may only be paid out of funds of the company which would otherwise be available for dividend or distribution or out of the share premium account of the company before the shares are repurchased.

1. IMPACT OF REPURCHASES
   There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2020 to be issued by the Company) in the event that the Buyback Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Buyback Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
2. TAKEOVERS CODE
   If, on the exercise of the power to repurchase Shares pursuant to the Buyback 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 the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.
   In the event that the Directors exercise full power to repurchase Shares which is proposed to be granted pursuant to the Buyback Mandate, then (assuming such shareholdings as at the Latest Practicable Date otherwise remain the same) the attributable shareholding in the Company in which Eternal Glory (as defined below) is taken to have interest under the SFO would be increased to approximately 31.45% of the total number of Shares in issue. In the opinion of the Directors, such increase may give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code. The Directors have no present intention to exercise the Buyback Mandate to such an extent as would result in such mandatory offer obligation arising.

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As at the Latest Practicable Date, shareholding percentage of the substantial Shareholders within the meaning of Part XV of the SFO, and in the event that the Directors exercise the Buyback Mandate in full under the SFO are set out below:

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Notes:

1. On 30 March 2020, Eternal Glory (through a broker) acquired a total of 264,960,000 Shares, representing approximately 12% of the total issued Shares, from Youfu at an average price of HK$0.30 per Share. Upon completion of the aforesaid acquisition, Eternal Glory remained as a substantial Shareholder (as defined in the Listing Rules). Ms. Liu is the spouse of Mr. Li. Prior to 26 August 2020, Eternal Glory has owned as to 50% by Mr. Li and as to 50% by Ms. Liu. On 26 August 2020, Ms. Liu disposed of 50% of the total issued shares of Eternal Glory to Mr. Li at a consideration of HK$5,000. Upon completion of the aforesaid disposal, Mr. Li holds the entire issued shares of Eternal Glory and becomes its sole shareholder. Thus, Mr. Li is deemed to be interested in the 624,960,000 Shares, representing approximately 28.30% of the total issued Shares, held by Eternal Glory. Ms. Liu, being Mr. Li's spouse, is deemed to be interested in the Shares held by Mr. Li by virtue of the SFO.
2. On 30 March 2020, Youfu disposed of 264,960,000 Shares, representing approximately 12% of the total issued Shares, to Eternal Glory at an average price of HK$0.30 per Share. Upon completion of the aforesaid

disposal, Youfu ceased to be a controlling Shareholder (as defined in the Listing Rules) but remained as a substantial Shareholder. Subsequently, Youfu continued to dispose of 105,000,000 Shares, 100,000,000 Shares and 92,164,000 Shares, representing approximately 13.46% in total of the total issued Shares, to independent third parties at an average price of HK$0.30 per Share on 17 April 2020, 6 May 2020 and 13 May 2020 respectively. Upon completion of the aforesaid disposals, Youfu still remained as a substantial Shareholder. Mr. Sun Mingwen is the beneficial owner of the entire issued share capital of Youfu and is deemed to be interested in the 340,192,957 Shares, representing approximately 15.41% of the total issued Shares, held by Youfu under the SFO.

3. Mr. Zhu Yanbin is the beneficial owner of the entire issued share capital of Zhisheng and is deemed to be interested in the 170,097,333 Shares, representing approximately 7.70% of the total issued Shares, held by Zhisheng under the SFO.

6. GENERAL

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates have any present intention to sell any Shares to the Company in the event that the granting of the Buyback Mandate is approved by the Shareholders.

As at the Latest Practicable Date, the Company has not been notified by any core connected persons of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Buyback Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make buy-backs of Shares pursuant to the Buyback Mandate in accordance with the Listing Rules and the applicable laws of Bermuda.

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7. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which the Shares traded on the Stock Exchange during each of the previous 12 months and up to the Latest Practicable Date were as follows:

8. REPURCHASES OF SHARES MADE BY THE COMPANY

No buy-back of Shares had been made by the Company during the previous six months prior to the Latest Practicable Date (whether on the Stock Exchange or otherwise).

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Pursuant to the Listing Rules, the details of the Directors who will retire at the Annual General Meeting according to the Bye laws and will be proposed to be re-elected at the Annual General Meeting are provided below.

1. Mr. CHEOK Ho Fung ("Mr. Cheok")

Mr. Cheok (alias: Peter), aged 69, is an executive Director who tendered his resignation as the deputy chairman of the Board and a member of the Executive Committee with effect from 6 April 2020. He is the founder of the Group.

Mr. Cheok has over 30 years of experience in the PCBs industry and is also involved in the business of real estate development in China, and other high-tech products.

Mr. Cheok had held the positions of financial controller and various management positions in different multinational companies involved in computer related products, application systems, motor vehicles and agricultural equipment, ship repairing and oil-rig construction, business- form printing and PCBs manufacturing. Mr. Cheok has been a fellow member of the Association of Chartered Certified Accountants since 1980, a fellow member of the Chartered Institute of Management Accountants since 1981 and the Hong Kong Institute of Certified Public Accountants since 1990.

Mr. Cheok entered into a service agreement with the Company on 30 May 2002 for an initial fixed term of three years and shall continue thereafter for successive terms of one year each commencing from the day immediately following the expiry of the then current terms of the service agreement. Such agreement may be terminated by either party by giving not less than six months' written notice to the other party. He is subject to retirement by rotation and re-election at the annual general meeting of the Company pursuant to the Bye laws. His remuneration and performance bonus was approved by the Board subject to the authority granted by the Shareholders to authorise the Board to fix the Directors' remuneration at the annual general meeting of the Company with reference to his duties and responsibilities with the Company and the prevailing market situation and shall be reviewed by the Remuneration Committee from time to time. Under the employment agreement with Mr. Cheok, he was entitled to receive an annual remuneration of HK$5,426,000 including the housing benefits in kind for the financial year ended 31 December 2020.

Prior to 15 January 2016, Mr. Cheok was one of the substantial Shareholders (as defined under the Listing Rules), a director and a shareholder of Inni International Inc. which was also one of the substantial Shareholders.

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Save as disclosed above, Mr. Cheok had not held any other position with the Company or other members of the Group and he had not held any other directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. Other than the relationship arising from being an executive Director, (being the deputy chairman of the Board and a member of the Executive Committee for the period from 1 January 2020 to 5 April 2020), Mr. Cheok does not have any relationships with any other Directors and senior management, substantial shareholders or controlling shareholders of the Company. Mr. Cheok has no interest or deemed interest and short positions in the shares, underlying shares and debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) and there are no other matters concerning Mr. Cheok that need to be brought to the attention of the Shareholders nor any information required to be disclosed pursuant to sub-paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.

1. Mr. MAK Kwok Kei ("Mr. Mak")

Mr. Mak (alias: Eric), aged 35, is an Independent non-executive Director. He joined the Group on 17 July 2018. He is currently the chairman of the Nomination Committee and a member of each of the Audit Committee and the Remuneration Committee.

Mr. Mak has over ten years of experience in securities sales and trading and capital markets advisory at various international investment banks, specialising in initial public offerings and capital fund raising for companies in Hong Kong and China. He worked as a trainee in Credit Agricole Corporate and Investment Bank (Hong Kong Branch), a financial services company, where he was mainly engaged in transacting various high grade corporate and government bonds with central banks in Asia, from September 2009 to November 2010. He also worked at Nomura International (Hong Kong) Limited, a financial services company, as associate where he was mainly engaged in both primary and secondary equity fund raising activities for listed companies and high-net-worth individuals in Asia, from November 2010 to August 2015. From October 2015 to June 2018, he has served as a managing director and head of equity capital markets in Zhongtai International Capital Limited, a corporate finance advisory company. He is primarily responsible for providing capital markets advisory services to clients and operating and managing the equity capital markets franchise. Since January 2019, he has served as member of executive committee and head of investment banking division of Soochow Securities International Capital Limited (formerly known as China Investment Securities (Hong Kong) Financial Holdings Limited). He is in charge of the investment banking division, including IPO sponsoring, debt and equity fund raising and financial advisory.

Mr. Mak has been a limited partner in WI Harper Fund VIII LP, which is mainly engaged in venture capital investments in healthcare and technology sectors, since May 2016.

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Mr. Mak is currently an independent non-executive director of Lapco Holdings Limited (HKSE Stock Code: 8472), whose shares are listed on the GEM of the Stock Exchange.

Mr. Mak obtained a bachelor degree with first class honour in applied business management from Imperial College London, United Kingdom in August 2008 and subsequently obtained a master degree in philosophy from University of Cambridge, United Kingdom in October 2009.

Mr. Mak had signed a letter of appointment with the Company as an Independent Non- executive Director for an initial term of three years effective from 17 July 2018. The term of Independent Non-executive Director is renewable automatically for successive terms of three years each commencing from the next day after the expiry of the then current term of appointment, unless terminated by not less than three months' notice in writing served by the Independent Non- executive Director or the Company expiring at the end of the initial term or at any time thereafter. He is subject to retirement by rotation and re-election at the annual general meeting of the Company pursuant to the Bye laws.

Mr. Mak was entitled to a Director fee of HK$220,000 for the financial year ended 31 December 2020. The director's fee payable to Mr. Mak was approved by the Board subject to the authority granted by the Shareholders to authorise the Board to fix the Directors' remuneration at the annual general meeting of the Company with reference to his duties and responsibilities with the Company and the prevailing market situation and shall be reviewed by the Remuneration Committee from time to time.

Save as disclosed above, Mr. Mak had not held any other position with the Company or other members of the Group and he had not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. Other than the relationship arising from being an Independent Non-executive Director, the chairman of the Nomination Committee, a member of the Audit Committee and a member of the Remuneration Committee, Mr. Mak does not have any relationships with any other Directors, senior management or substantial or controlling shareholders of the Company. Mr. Mak has no interest or deemed interest and short positions in the shares or underlying shares and debentures of the Company or its associated corporations within the meaning of Part XV of the SFO, and there are no other matters relating to Mr. Mak that need to be brought to the attention of the Shareholders, nor any information required to be disclosed pursuant to sub-paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.

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NOTICE OF THE ANNUAL GENERAL MEETING

Renco Holdings Group Limited

科控股集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 2323)

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

ORDINARY RESOLUTIONS

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

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NOTICE OF THE ANNUAL GENERAL MEETING

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

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

"THAT

1. subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with authorised and unissued Shares and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall authorise the Directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;

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NOTICE OF THE ANNUAL GENERAL MEETING

1. the aggregate amount of issued Shares allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:
2. 1. a Rights Issue (as defined below);
   2. the exercise of options granted under a share option scheme of the Company;
   3. the awarded Shares granted under a share award scheme of the Company; and
   4. any scrip dividend scheme or similar arrangement for the time being adopted providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye laws of the Company,

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

1. for the purposes of this resolution,
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the revocation or variation of the authority given under this resolution by an ordinary resolution passed by the Company's shareholders in general meeting; and
   3. the expiration of the period within which the next annual general meeting of the Company is required by the bye laws of the Company or any applicable laws to be held; and

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NOTICE OF THE ANNUAL GENERAL MEETING

"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of Shares or any class thereof on the register of members on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognised regulatory body or any stock exchange)."

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

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

By order of the Board

Renco Holdings Group Limited

SU Zhiyang

Company Secretary

Hong Kong, 30 April 2021

Principal Place of Business in Hong Kong:

Unit 1901, 19th Floor

Far East Finance Centre

No.16 Harcourt Road

Hong Kong

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NOTICE OF THE ANNUAL GENERAL MEETING

Notes:

1. Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him/her. A proxy need not also be a member of the Company. A member who is the holder of two or more Shares may appoint more than one proxy to represent him/her to attend and vote on his/her behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
2. To be effective, a form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company's Branch Share Registrar and Transfer Office in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting (i.e. before 10:00 a.m. on Wednesday, 23 June 2021) or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
3. The register of members of the Company will be closed from Tuesday, 22 June 2021 to Friday, 25 June 2021, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for attending and voting at the above meeting, unregistered holders of shares of the Company should ensure that all transfers of shares accompanied by the relevant share certificates and appropriate transfer forms must be lodged with the Company's Branch Share Registrar and Transfer Office in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, for registration not later than 4:30 p.m. on Monday, 21 June 2021.
4. In relation to the ordinary resolutions nos. 5, 6 and 7 set out in the above notice, the Directors wish to state that they have no immediate plan to issue any new shares or repurchase any existing shares of the Company pursuant to the relevant mandates.
5. Save for the resolutions proposed by the chairman of the meeting regarding the approval on the procedural and administrative matters (as defined under the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited ("Listing Rules")) to be voted on by a show of hands during the meeting, any voting on the resolutions set out herein should be taken by poll at the meeting as required by the Listing Rules.
6. Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the AGM arrangements at short notice. Shareholders should check the Company's website at www.renco.com.hk and the Stock Exchange's website at www.hkexnews.hk for future announcements and updates on the AGM arrangements.
7. As at the date of this notice, the Board of Directors of the Company comprises Mr. Cheok Ho Fung and Mr. Shan Yongxin being executive Directors, Mr. Li Yongjun being non-executive Director and Mr. Ng Man Kung, Mr. Lau Fai Lawrence and Mr. Mak Kwok Kei being independent non-executive Directors.

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

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