Annual General Meeting:Voluntary

/ Notice of Annual General Meeting

年度股东大会通告

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Zhongmin Baihui Retail Group Ltd. (the "Company") will be convened and held by way of electronic means on Thursday, 29 July 2021, at 10:00 a.m., for the purpose of transacting the following business:

AS ORDINARY BUSINESS

1. To receive and adopt the audited financial statements for the financial year ended 31 December 2020

together with the Directors' Statement and Auditor's Report thereon.

(Resolution 1)

2. To declare a final one-tier tax exempt dividend of 2.0 Singapore cents per ordinary share for the

financial year ended 31 December 2020.

(Resolution 2)

3. To approve the payment of S$154,000 as Directors' fees for the financial year ended 31 December

2020.

(Resolution 3)

4. To approve the payment of S$34,417 as Directors' fees for the two (2) Directors who are retiring at the Annual General Meeting, namely Mr. Su Caiye and Dr. Ong Seh Hong, for services rendered for the

period from 1 January 2021 to 29 July 2021, to be paid in arrears.

(Resolution 4)

5. To re-elect the following Directors retiring pursuant to Regulation 104 of the Company's Constitution1:

(a)	Mr. Lee Swee Keng	(Regulation 104)	(Resolution 5)
(b) Ms. Goh Poh Kee	(Regulation 104)	(Resolution 6)
			[See Explanatory Notes 1 and 2]

6. To appoint Mr. Kho Kewee as an Independent Director of the Company pursuant to Regulation 114 of

the Company's Constitution.	(Resolution 7)
	[See Explanatory Note 3]

7. To re-appoint Messrs Ernst & Young LLP as Auditors of the Company and to authorise the Directors to

fix their remuneration.

(Resolution 8)

8. To transact any other ordinary business which may properly be transacted at an Annual General Meeting.

AS SPECIAL BUSINESS

To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifications:

1. General authority to issue and allot shares
   "That pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore, and subject to Rule 806 of the Listing Manual of the Singapore Exchange Securities Trading Limited (the "SGX-ST"), authority be and is hereby given to the Directors of the Company to:
2. 1. (i) issue and allot shares in the capital of the Company ("Shares") whether by way of rights, bonus or otherwise; and/or

1. Pursuant to the amendments of the Companies Act (Cap. 50 of Singapore), the Memorandum and Articles of Association of the Company are deemed by law to be merged to form the Constitution of the Company.

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	ZHONGMIN BAIHUI RETAIL GROUP LTD.

/ Notice of Annual General Meeting

年度股东大会通告

1. make or grant offers, agreements or options (collectively, "Instruments") that might or would require Shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into Shares,

at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit; and

1. (notwithstanding that this authority may have ceased to be in force) issue Shares in pursuance of any Instrument made or granted by the Directors while this authority was in force, provided that:
2. 1. the aggregate number of Shares to be issued pursuant to this Resolution (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed fifty per cent (50%) of the total number of issued Shares (excluding treasury shares) (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Shares to be issued other than on a pro-rata basis to the existing shareholders of the Company (including Shares to be issued in pursuance of Instruments made or granted pursuant to this authority) does not exceed twenty per cent (20%) of the total number of issued Shares (excluding treasury shares) (as calculated in accordance with sub-paragraph (2) below):-
   2. (subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of Shares that may be issued under sub- paragraph (1) above, the percentage of issued Shares shall be based on the total number of issued Shares (excluding treasury shares) at the time this authority is given, after adjusting for:-
   3. 1. new Shares arising from the conversion or exercise of convertible securities;
      2. new Shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time of passing of the Resolution approving the mandate, provided the options or awards were granted in compliance with Part VIII of Chapter 8 of the Listing Manual of the SGX-ST; and
      3. any subsequent bonus issue, consolidation or sub-division of Shares;
   4. in exercising the authority conferred by this Resolution, the Directors shall comply with the provisions of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Constitution for the time being of the Company; and
   5. (unless revoked or varied by the Company in a general meeting) this authority shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law

to be held, whichever is the earlier."	(Resolution 9)
	[See Explanatory Note 4]

10. Proposed Share Buyback Mandate"That:

1. For the purposes of the Companies Act, Chapter 50 of Singapore ("Companies Act"), the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire the issued ordinary shares fully paid in the capital of the Company ("Shares") not exceeding in aggregate the Prescribed Limit (as hereafter defined), at such price(s) as may be determined by the Directors of the Company from time to time up to the Maximum Price (as hereafter defined), whether by way of:

108		ZHONGMIN BAIHUI RETAIL GROUP LTD.

/ Notice of Annual General Meeting

年度股东大会通告

1. on-marketpurchases, transacted on the Singapore Exchange Securities Trading Limited ("SGX-ST") through the SGX-ST's Central Limit Order Book (CLOB) trading system or through one or more duly licensed stockbrokers appointed by the Company for the purpose ("Market Purchase"); and/or
2. off-marketpurchases (if effected otherwise than on the SGX-ST) in accordance with any equal access scheme(s) as may be determined or formulated by the Directors of the Company as they may consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Companies Act and the rules of the SGX-ST Listing Manual ("Off- Market Purchases"),

and otherwise in accordance with all other laws and regulations, including but not limited to, the provisions of the Companies Act and the SGX-ST Listing Manual as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally ("Share Buyback Mandate");

1. unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the Company pursuant to the Share Buyback Mandate may be exercised by the Directors of the Company at any time and from time to time during the period commencing from the passing of this Resolution and expiring on:
2. 1. the date on which the next Annual General Meeting of the Company is held or required by law to be held;
   2. the date on which the purchases or acquisitions of Shares by the Company pursuant to the Share Buyback Mandate are carried out to the full extent mandated; or
   3. the date on which the authority contained in the Share Buyback Mandate is varied or revoked by the Shareholders in a general meeting,

whichever is the earlier;

1. in this Resolution:
   "Prescribed Limit" means 10% of the total number of Shares in the Company as at the date of passing of this Resolution unless the Company has effected a reduction of the share capital of the Company in accordance with the applicable provisions of the Companies Act, at any time during the Relevant Period, in which even the issued ordinary share capital of the Company shall be taken to be the amount of the issued ordinary share capital of the Company as altered
   (excluding any treasury shares that may be held by the Company from time to time);
   "Relevant Period" means the period commencing from the date on which the resolution authorising the Share Buyback Mandate is passed and expiring on the date the next Annual General Meeting is held or required by law to be held, whichever is the earlier, after the date of this Resolution;
   "Maximum Price" in relation to a Share to be purchased, means an amount (excluding applicable brokerage, stamp duties, goods and services tax and other related expenses) not exceeding:
2. 1. in the case of a Market Purchase: 105% of the Average Closing Price;
   2. in the case of an Off-Market Purchase: 120% of the Highest Last Dealt Price,

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	ZHONGMIN BAIHUI RETAIL GROUP LTD.

/ Notice of Annual General Meeting

年度股东大会通告

where:

"Average Closing Price" means the average of the closing market prices of a Share over the last five market days on which transactions in the Shares were recorded, immediately preceding the day of the Market Purchase and deemed to be adjusted for any corporate action that occurs after the relevant five market days;

"Highest Last Dealt Price" means the higher price transacted for a Share as recorded on the market day on which there were trades in the Shares immediately preceding the day of the making of the offer pursuant to the Off-Market Purchase;

"day of the making of the offer" means the day on which the Company announces its intention to make an offer for the purchase of Shares from shareholders of the Company stating the purchase price (which shall not be more than the Maximum Price calculated on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting the Off- Market Purchase; and

1. the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they and/or he may consider expedient, incidental, necessary or in the interest of the Company to give effect to the transactions contemplated and/or authorised by this Ordinary Resolution."

(Resolution 10)

By Order of the Board

Chia Foon Yeow

Company Secretary

14 July 2021

Explanatory Notes:

1. Mr. Lee Swee Keng will, upon re-election as a director, remain as Executive Chairman of the Company.
2. Ms. Goh Poh Kee will, upon re-election as a director, remain as an Independent Director of the Company, Chairman of the Nominating Committee, and a member of the Remuneration Committee and Audit Committee. The Board considers Ms. Goh Poh Kee to be independent for the purpose of Rule 704(8) of the Listing Manual of the SGX-ST.
3. Pursuant to Regulation 114 of the Company's Constitution, the Nominating Committee has reviewed Mr. Kho Kewee's suitability and recommended to the Board of Directors of the Company (the "Board") the appointment of Mr. Kho Kewee as an Independent Director of the Company. The Board has accepted the Nomination Committee's recommendation. The particulars of Mr. Kho Kewee, who has consented to the appointment, are set out in the section entitled "Additional Information on Directors Standing for Election as a Director for the First Time and Existing Directors Seeking Re-Election to the Board" in the Company's 2020 Annual Report. Mr. Kho Kewee will, upon appointment as Director of the Company, be appointed as an Independent Director of the Company, and a member of Remuneration Committee, Nominating Committee and Audit Committee. The Board considers Mr. Kho Kewee to be independent for the purpose of Rule 704(8) of the Listing Manual of the SGX-ST.
4. Under the Listing Manual of the SGX-ST, a share issue mandate approved by shareholders as an ordinary resolution will enable directors of an issuer to issue an aggregate number of new shares and convertible securities of the issuer of up to fifty per cent (50%) of the issued share capital of the issuer (excluding treasury shares) as at the time of passing of the resolution approving the share issue mandate, of which the aggregate number of new shares and convertibles securities issued other than on a pro-rata basis to existing shareholders must be not more than twenty per cent (20%) of the issued share capital of the issuer (excluding treasury shares).
   The Directors are of the opinion that the proposed share issue mandate will enable the Company to respond faster to business opportunities and to have greater flexibility and scope in negotiating with third parties in potential fundraising exercises or other arrangements or transactions involving the capital of the Company.

110		ZHONGMIN BAIHUI RETAIL GROUP LTD.

/ Notice of Annual General Meeting

年度股东大会通告

Ordinary Resolution 9, if passed, will empower the Directors from the date of the above Annual General Meeting until the date of the next Annual General Meeting, to issue and allot Shares and/or Instruments. The aggregate number of Shares (including Shares to be issued in pursuance of Instruments made or granted) which the Directors may issue and allot under this Resolution, shall not exceed fifty per cent (50%) of the total number of issued Shares (excluding treasury shares). For issues of Shares and convertible securities other than on a pro-rata basis to all shareholders, the aggregate number of Shares and convertible securities to be issued shall not exceed twenty per cent (20%) of the total number of issued Shares (excluding treasury shares). This authority will, unless previously revoked or varied at a general meeting, expire at the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier. However, notwithstanding the cessation of this authority, the Directors are empowered to issue Shares pursuant to any convertible securities issued under this authority.

Important Notes:

1. The Annual General Meeting ("AGM") is being convened and will be held by way of electronic means pursuant to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 and the evolving COVID-19 situation. Printed copies of this Notice of AGM will not be sent to shareholders of the Company ("Shareholders"). Instead, this Notice will be made available on the SGX's website at https://www.sgx.com/securities/company-announcementsand the Company's corporate website at www.zhongminbaihui.com. sg/NewsList.aspx.
2. No attendance in person at the AGM
   Shareholders will NOT be able to attend the AGM in person. Instead, alternative arrangements have been put in place to allow Shareholders to participate in the AGM by:
3. 1. observing and listening to the AGM proceedings via a live audio-and-visual webcast and live audio-only webcast;
   2. submitting questions in advance in relation to any resolution set out in the Notice of AGM or asking questions during the
      AGM proceedings; and
   3. appointing the Chairman of the AGM as proxy to attend, speak and vote on their behalf at the AGM.
4. Registration for live audio-and visual webcast and live audio-only webcast
   Shareholders (whether individual or corporate) who wish to participate in the AGM via live audio-and-visual webcast or live audio-only webcast must register by downloading the Pre-registration Form (which will be made available on the SGX's website at https://www.sgx.com/securities/company-announcementsand the Company's corporate website at www.zhongminbaihui. com.sg/NewsList.aspx) and submitting the completed and signed Pre-registration Form in the following manner to enable the Company to verify their status as Shareholders:
5. 1. by email to [e-mail]; or

1. by post to Boardroom Corporate & Advisory Services Pte. Ltd. at 50 Raffles Place #32-01 Singapore Land Tower Singapore 048623,

in either case, by 5:00 p.m. on 23 July 2021.

Shareholders are strongly encouraged to submit the completed and signed Pre-registration Form by email.

Upon successful verification, authenticated shareholders who registered for the live audio-and-visual webcast and live audio- only webcast of the AGM proceedings will receive an email by 3:00 p.m. on 27 July 2021 from the Company's webcast vendor, Activeo Singapore Pte Ltd, which will contain instructions to access the live audio-and-visual webcast and the live audio-only webcast of the AGM proceedings (the "Confirmation Email").

Shareholders who do not receive the Confirmation Email by 3:00 p.m. on 27 July 2021 but have registered by 5:00 p.m. on 23 July 2021 should contact the Company at [e-mail] 3.00 p.m. on 28 July 2021.

Investors holding the Company's shares through Central Provident Fund ("CPF") and Supplementary Retirement Scheme ("SRS") ("CPF/SRS investors") who wish to participate in the AGM should also submit the completed and signed Pre-registration Form (i) by email to [e-mail] (ii) by post and deposited at the office of the Company Share Registrar, Boardroom Corporate & Advisory Services Pte. Ltd. at 50 Raffles Place #32-01 Singapore Land Tower Singapore 048623 by 5:00 p.m. on 23 July 2021 to enable the Company to verify their status as Shareholders.

Persons who hold the Company's shares through relevant intermediaries (as defined in Section 181 of the Companies Act, Chapter 50 of Singapore) (excluding CPF/SRS investors) and who wish to participate in the AGM should contact the relevant intermediary through which they hold such shares as soon as possible in order for the necessary arrangements to be made for their participation in the AGM.

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	ZHONGMIN BAIHUI RETAIL GROUP LTD.