Ruixin International : PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES AND PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS AND NOTICE OF THE ANNUAL GENERAL MEETING

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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

RUIXIN INTERNATIONAL HOLDINGS LIMITED

瑞 鑫 國 際 集 團 有 限 公 司

(Incorporated in Bermuda with limited liability)

PROPOSED GRANTING OF GENERAL MANDATES

TO ISSUE NEW SHARES AND

TO REPURCHASE SHARES

AND

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

AND

NOTICE OF THE ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of the resolutions to be proposed at the 2021 AGM for, among other matters, (i) the granting of the Issuance Mandate to the Directors; (ii) the granting of the Repurchase Mandate to the Directors;

1. the extension of the Issuance Mandate by adding to it the nominal amount of the issued Shares repurchased by the Company under the Repurchase Mandate; and (iv) the re-election of the retiring Directors.

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LETTER FROM THE BOARD

2. PROPOSED GRANTING OF THE ISSUANCE AND REPURCHASE MANDATES

At the annual general meeting of the Company held on 8 June 2020, general mandates were granted to the Directors to exercise the powers of the Company to issue new Shares and to repurchase Shares. Up to the Latest Practicable Date, such mandates have not been used and, if not used by the date of the 2021 AGM, will lapse at the conclusion of the 2021 AGM.

Ordinary resolutions will be proposed at the 2021 AGM to approve the granting of new general mandates to the Directors:

1. to allot, issue or deal with Shares of an aggregate nominal amount not exceeding 20% of the total nominal amount of the issued share capital of the Company as at the date of passing of such resolution (i.e. an aggregate nominal amount of Shares not exceeding HK$33,606,968.40 (equivalent to 168,034,842 Shares) on the basis that the existing issued share capital of the Company of 840,174,214 Shares remains unchanged as at the date of the 2021 AGM) (the "Issuance Mandate");
2. to purchase Shares, on the Stock Exchange or on any other stock exchange recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange, of an aggregate nominal amount not exceeding 10% of the total nominal amount of the issued share capital of the Company as at the date of passing of such resolution (i.e. an aggregate nominal amount of Shares not exceeding HK$16,803,484.20 (equivalent to 84,017,421 Shares) on the basis that the existing issued share capital of the Company of 840,174,214 Shares remains unchanged as at the date of the 2021 AGM) (the "Repurchase Mandate"); and
3. to extend the Issuance Mandate by an amount representing the aggregate nominal amount of Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.

The Issuance Mandate and the Repurchase Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the 2021 AGM or any earlier date as referred to in the proposed ordinary resolutions contained in items 7 and 8 of the notice of the 2021 AGM as set out on pages 16 to 20 of this circular.

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

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LETTER FROM THE BOARD

3. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

Pursuant to Bye-law 87 of the Current Bye-laws, Mr. Yang Junjie and Mr. Ho Chi Fai shall retire by rotation at the 2021 AGM and, being eligible, will offer themselves for re-election at the 2021 AGM.

Procedure and process for nomination of INEDs

The Nomination Committee will recommend to the Board for the appointment of an INED in accordance with the following procedures and process:

1. The Nomination Committee will, giving due consideration to the current composition and size of the Board, develop a list of desirable skills, perspectives and experience at the outset to focus the search effort;
2. The Nomination Committee may consult any source it considers appropriate in identifying or selecting suitable candidates, such as referrals from existing Directors, advertising, recommendations from a third party agency firm and proposals from the Shareholders with due consideration given to the criteria which include but are not limited to:
3. 1. diversity in the aspects, amongst others, of gender, age, cultural and educational background, professional experience, skills, knowledge and length of service;
   2. commitment for responsibilities of the Board in respect of available time and relevant interest;
   3. qualifications, including accomplishment and experience in the relevant industries in which the Group's business is involved;
   4. independence;
   5. reputation for integrity;
   6. potential contributions that the individual can bring to the Board; and
   7. plan(s) in place for the orderly succession of the Board;

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LETTER FROM THE BOARD

1. The Nomination Committee may adopt any process it considers appropriate in evaluating the suitability of the candidates, such as interviews, background checks, presentations and third party reference checks;
2. The Nomination Committee will consider a broad range of candidates who are in and outside of the Board's circle of contacts;
3. Upon considering a candidate suitable for the directorship, the Nomination Committee will hold a meeting and/or by way of written resolutions to, if thought fit, approve the recommendation to the Board for appointment;
4. The Nomination Committee will provide the relevant information of the selected candidate to the remuneration committee of the Board for consideration of the remuneration package of such selected candidate;
5. The Nomination Committee will thereafter make the recommendation to the Board in relation to the proposed appointment, and the remuneration committee of the Board will make the recommendation to the Board on the policy and structure for the remuneration;
6. The Board may arrange for the selected candidate to be interviewed by the members of the Board who are not members of the Nomination Committee and the Board will thereafter deliberate and decide the appointment as the case may be; and
7. All appointment of INEDs will be confirmed by the filing of the consent to act as Director of the relevant INED (or any other similar filings requiring the relevant INED to acknowledge or accept the appointment as Director, as the case may be) to be filed with the relevant regulatory authorities, if required.

Recommendation of the Nomination Committee

The Nomination Committee had assessed and reviewed the annual written confirmation of independence of each of the INEDs for the year ended 31 December 2020 based on the independence criteria as set out in Rule 3.13 of the Listing Rules and confirmed that all of them, including Mr. Ho Chi Fai remain independent. In addition, the Nomination Committee had evaluated the performance of the retiring Directors for the year ended 31 December 2020 and found their performance satisfactory. Therefore, the Nomination Committee nominated the retiring Directors to the Board for it to propose to Shareholders for re-election at the 2021 AGM.

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LETTER FROM THE BOARD

According to the code provision A.4.3 of the Corporate Governance Code and Corporate Governance Report contained in Appendix 14 to the Listing Rules, if an independent non-executive director serves more than nine years, his further appointment should be subject to a separate resolution to be approved by shareholders and the papers to the shareholders accompanying that resolution should include the reasons why the board believes he is still independent and should be re-elected. Mr. Ho Chi Fai, who is subject to retirement by rotation at the 2021 AGM, has served as an INED for more than nine years since he was first appointed to the Board in January 2004. Mr. Ho Chi Fai provides his independence confirmation to the Company annually, confirming that he has thus far met the independence guidelines set out in Rule 3.13 of the Listing Rules. The Board, with the recommendation of the Nomination Committee, therefore believes that he continues to be independent and considers that he should be re-elected, particularly in view of the stability of the Board and his experience and contribution to the Board.

Accordingly, with the recommendation of the Nomination Committee, the Board has proposed that all the retiring Directors, namely Mr. Yang Junjie and Mr. Ho Chi Fai stand for re-election at the 2021 AGM. As a good corporate governance practice, each of the retiring Directors abstained from voting at the relevant meetings on the respective propositions of their recommendations for re-election by the Shareholders at the 2021 AGM.

Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any director(s) proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders' approval at that relevant general meeting. The requisite details of the above two retiring Directors are set out in Appendix II to this circular.

Further information about the Board's composition and diversity as well as the attendance record at the meetings of the Board and/or its committees and the general meetings of the Directors (including the retiring Directors) is disclosed in the Corporate Governance Report of the annual report of the Company for the year ended 31 December 2020.

4. 2021 AGM AND PROXY ARRANGEMENT

The notice of the 2021 AGM is set out on pages 16 to 20 of this circular. At the 2021 AGM, resolutions will be proposed to approve, inter alia, the granting of the Issuance Mandate and the Repurchase Mandate, the extension of the Issuance Mandate by the addition thereto of the nominal amount of Shares repurchased pursuant to the Repurchase Mandate, and the re-election of the retiring Directors.

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LETTER FROM THE BOARD

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, all the proposed resolutions will be put to vote by way of poll at the 2021 AGM. An announcement on the poll vote results will be made by the Company after the 2021 AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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.irasia.com/listco/hk/ruixin). Whether or not you are able to attend the 2021 AGM, please complete and sign the form of proxy in accordance with the instructions printed thereon and return it, together with (if required by the Board) 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 Branch Share Registrar of the Company in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding 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 should you so wish and, in such event, your proxy form shall be deemed to be revoked.

5. RECOMMENDATION

The Directors consider that the granting of the Repurchase Mandate, the granting/extension of the Issuance Mandate and the re-election of the retiring Directors 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 the relevant resolutions to be proposed at the 2021 AGM.

6. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular: Appendix I - Explanatory Statement on the Repurchase Mandate; and Appendix II - Details of the Retiring Directors Proposed to be Re-elected at the 2021 AGM.

Yours faithfully,

By order of the Board

Ruixin International Holdings Limited

Li Yang

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 2021 AGM in relation to the granting of the Repurchase Mandate.

1. REASONS FOR REPURCHASE OF SHARES

The Directors believe that the granting of the Repurchase Mandate is in the interests of the Company, the Group and the Shareholders as a whole.

Repurchases 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 Repurchase 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. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 840,174,214 Shares.

Subject to the passing of the ordinary resolution set out in item 8 of the notice of the 2021 AGM in respect of the granting of the Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged as at the date of the 2021 AGM, i.e. being 840,174,214 Shares, the Directors would be authorised under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, an aggregate nominal amount of Shares up to HK$16,803,484.20 (equivalent to 84,017,421 Shares), representing 10% of the aggregate nominal amount of Shares in issue as at the date of the 2021 AGM.

3. FUNDING OF REPURCHASES

Repurchases of Shares will be funded from the Company's internal resources, which shall be funds legally available for such purposes in accordance with the Company's Memorandum of Association and the Current Bye-laws, the laws of Bermuda and/or any other applicable laws, as the case may be.

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4. 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 consolidated financial statements contained in the annual report of the Company for the year ended 31 December 2020) in the event that the Repurchase 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 Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time befitting the Company.

5. TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a 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 Rule 26 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.

As at the Latest Practicable Date, Mr. Li Weimin ("Mr. Li"), a substantial Shareholder, was interested in 232,863,576 Shares, representing approximately 27.72% of the total issued share capital of the Company. On the basis that (i) the total issued share capital of the Company (being 840,174,214 Shares) remains unchanged as at the date of the 2021 AGM; and (ii) the shareholding of Mr. Li (being 232,863,576 issued Shares) in the Company remains unchanged immediately after the full exercise of the Repurchase Mandate, in the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the relevant ordinary resolution to be proposed at the 2021 AGM (presuming that apart from the decrease of the issued share capital arising from the said full exercise of the Repurchase Mandate, there is no other change in the Company's issued share capital), the shareholding interest of Mr. Li in the issued Shares would be increased to approximately 30.80% of the total issued share capital of the Company. Such increase would not give rise to an obligation on Mr. Li and parties acting in concert (as defined in the Takeovers Code) with him to make a mandatory offer under Rule 26 and 32 of the Takeovers Code. As far as the Directors are aware, no Shareholder, other than Mr. Li, held 10% or more in the issued Shares as at the Latest Practicable Date.

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

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6. GENERAL

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any connected persons (as defined in the Listing Rules) 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 Repurchase Mandate is approved by the Shareholders.

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

7. MARKET PRICES OF SHARES

Set out below are the highest and lowest prices per Share at which the Shares have traded on the Stock Exchange during each of the following months:

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8. REPURCHASES OF SHARES MADE BY THE COMPANY

No repurchase of Shares has been made by the Company during the previous 6 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 and offer themselves for re-election at the 2021 AGM, are provided below.

1. MR. YANG JUNJIE Position and experience

Mr. Yang Junjie ("Mr. Yang"), aged 44, was appointed as an executive Director on

24 June 2019. Mr. Yang graduated from the Party School of Luohe Municipal Committee of Henan Province*（河南省漯河市委黨校）with a diploma in computer science in July 1996 and was awarded the degree of Executive Master of Business Administration at the

Euro-China International Business College in July 2009. He worked as a department manager in CITIC Logistics Company Limited*（中信物流有限公司）("CITIC Logistics") from April 1999 to January 2006. He was assigned by CITIC Logistics to serve as the deputy general manager of Ningbo Lingxin Logistics Company Limited*（寧波菱信物流有限公 司）, being a company held as to 40% by CITIC Logistics, from January 2006 to December 2013. The Company indirectly held 90% of the entire equity interest in CITIC Logistics from

November 2011 to December 2012. Mr. Yang was the manager of Vietex Company Limited （越南快運有限公司* ）, being a company indirectly held as to 49% by Mr. Li Weimin (who is a substantial shareholder (as defined under the Listing Rules) of the Company)

and his associate(s) (as defined under the Listing Rules), from April 2015 to March 2017. Mr. Yang was the legal representative and general manager of Ruixin International Engineering Vietnam Company Limited ("RIEV", formerly known as Phoenix Asia Pacific Investment Company Limited), a subsidiary of the Company in Vietnam, from March 2017 to August 2019 and he is currently the chairman of RIEV.

Mr. Yang has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the service contract entered into between the Company and Mr. Yang, his term of office is three years commencing from 24 June 2019. Mr. Yang is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Current Bye-laws.

Relationships

As far as the Directors are aware, Mr. Yang does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

• For identification only

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Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Yang was not interested or deemed to be interested in any Shares or underlying Shares of the Company pursuant to Part XV of the SFO.

Director's emoluments

Pursuant to Mr. Yang's service contract with the Group, Mr. Yang is currently entitled to receive an annual director's fee of HK$12,000, and salary and allowance of US$6,500 per month, other benefits and discretionary bonus. The above emolument of Mr. Yang is determined by the Board based on the recommendation of the remuneration committee of the Board with reference to Mr. Yang's qualifications and experience, his duties and responsibilities, prevailing market conditions and remuneration benchmarks in the industry.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

Save as disclosed above, as far as the Directors are aware, there is no additional information of Mr. Yang to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Yang that need to be brought to the attention of the Shareholders.

1. MR. HO CHI FAI Position and experience

Mr. Ho Chi Fai ("Mr. Ho"), aged 64, was appointed as an INED on 15 January 2004. He is also the chairman and a member of the audit committee of the Board, and a member of each of the remuneration committee of the Board, the Nomination Committee and the investment committee of the Board. Mr. Ho graduated from the Hong Kong Polytechnic University in 1979 with a Higher Diploma in Accountancy. Prior to joining the Company, he had over 20 years of experience working in an international bank with particular expertise in money market operations and accounting and was the financial controller of a computer manufacturer and an electronic components manufacturer.

Mr. Ho has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

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Length of service

Mr. Ho has not entered into any director's service contract with the Company and has not been appointed for any fixed term but is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Current Bye-laws.

Relationships

As far as the Directors are aware, Mr. Ho does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Ho was not interested or deemed to be interested in any Shares or underlying Shares of the Company pursuant to Part XV of the SFO.

Director's emoluments

Mr. Ho is entitled to receive an annual director's fee of HK$90,000. The above emolument of Mr. Ho is determined by the Board based on the recommendation of the remuneration committee of the Board with reference to Mr. Ho's qualifications and experience, his duties and responsibilities, the prevailing market conditions and relevant remuneration benchmarks in the industry.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

Save as disclosed above, as far as the Directors are aware, there is no additional information of Mr. Ho to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Ho that need to be brought to the attention of the Shareholders.

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NOTICE OF THE 2021 AGM

RUIXIN INTERNATIONAL HOLDINGS LIMITED

瑞 鑫 國 際 集 團 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 724)

NOTICE IS HEREBY GIVEN that an annual general meeting of Ruixin International Holdings Limited (the "Company") will be held at 18th Floor, Times Media Centre, 133 Wan Chai Road, Hong Kong on Monday, 7 June 2021 at 11:00 a.m. for the following purposes:

1. To receive the audited consolidated financial statements of the Company and the report of the directors and independent auditor's report for the year ended 31 December 2020;
2. To re-elect Mr. Yang Junjie as an executive director of the Company;
3. To re-elect Mr. Ho Chi Fai as an independent non-executive director of the Company;
4. To authorise the board (the "Board") of directors of the Company (the "Director(s)") to appoint additional Directors as and when the Board considers necessary and appropriate;
5. To authorise the Board and/or the remuneration committee of the Board to fix the respective Directors' remuneration;
6. To re-appoint SHINEWING (HK) CPA Limited as auditor of the Company and to authorise the Board to fix auditor's remuneration;

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NOTICE OF THE 2021 AGM

7. 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, 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 in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall authorise the Directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;
3. the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:
4. 1. a Rights Issue (as defined below);
   2. the exercise of the outstanding conversion rights attaching to any convertible securities issued by the Company, which are convertible into shares of the Company;
   3. the exercise of options under share option scheme(s) of the Company; and
   4. any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the bye-laws of the Company,

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

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NOTICE OF THE 2021 AGM

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 ordinary resolution passed by the Company's shareholders in general meetings; and
   3. the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held; and

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

8. 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, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to purchase its shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange recognised by the Securities and Future Commission of Hong Kong and the Stock Exchange, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;

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NOTICE OF THE 2021 AGM

1. the total nominal amount of shares of the Company to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of issued share capital of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and
2. for the purpose 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 ordinary resolution passed by the Company's shareholders in general meetings; 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

9. 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 set out in items 7 and 8 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 7 of the Notice be and is hereby extended by the addition to the aggregate nominal 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 nominal amount of shares purchased by the Company pursuant to the general mandate referred to in the resolution set out in item 8 of the Notice, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution.".

By order of the Board

Ruixin International Holdings Limited

Li Yang

Chairman

Hong Kong, 30 April 2021

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NOTICE OF THE 2021 AGM

Notes:

1. Any member of the Company entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote instead of him/her/it. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her/it to attend and vote on his/her/ its behalf. 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. In order to be valid, a form of proxy together with (if required by the Board) the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited at the Branch Share Registrar of the Company in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting or any adjournment of the meeting and, in such event, the form of proxy shall be deemed to be revoked.

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