ALIBABA HEALTH INFORMATION TECHNOLOGY LIMITED

阿 里 健 康 信 息 技 術 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock code: 00241)

Form of proxy for use at the special general meeting

(or at any adjournment thereof)

I/We1 of

being the registered holder(s) ofshares2 of HK$0.01 each in the capital of

ALIBABA HEALTH INFORMATION TECHNOLOGY LIMITED (the ''Company''), HEREBY APPOINT the chairman of the special general meeting

or3

of

as my/our proxy to act for me/us at the special general meeting (the ''Meeting'') (or at any adjournment thereof) of the Company, to be held at Holiday Inn Express Hong Kong Causeway Bay, Meeting Room I & II, 7/F, 33 Sharp Street East, Causeway Bay, Hong Kong immediately after the conclusion of the special general meeting (or any adjournment thereof) of the Company to be held at the same location on Monday, March 30, 2020 at 10 : 30 a.m. for the purpose of considering and, if thought fit, passing, with or without amendment or modification, the resolutions set out in the notice convening the Meeting (the ''Notice'') and at the Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolutions (with or without amendment or modification) as hereinafter indicated, and if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS

FOR4

AGAINST4

  1. (a) the share purchase agreement entered into between the Company and Ali JK Nutritional Products Holding Limited on February 6, 2020 (the ''Share Purchase Agreement'') and the connected transaction contemplated thereunder be and are hereby approved, confirmed and ratified; and
    1. any one or more of the directors of the Company (the ''Directors'') or the company secretary of the Company (the ''Company Secretary'') for and on behalf of the Company, be and are hereby authorized to sign, seal, execute and deliver all such documents and deeds, and do all such acts, matters and things as they may in their discretion consider necessary, desirable or expedient to give effect to and/or to implement the transactions contemplated in resolution 1(a).
  2. (a) subject to the passing of resolutions no. 1(a) and 1(b) and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the 860,874,200 Shares in aggregate as consideration under the Share Purchase Agreement (the ''Consideration Shares''), the grant of a specific mandate to the Directors with the power and authority to allot and issue the Consideration Shares to Ali JK Nutritional Products Holding Limited in accordance with the terms of the Share Purchase Agreement be and are hereby approved; and
    1. any one or more of the Directors or the Company Secretary for and on behalf of the Company, be and are hereby authorized to sign, seal, execute and deliver all such documents and deeds, and do all such acts, matters and things as they may in their discretion consider necessary, desirable or expedient to give effect to and/or to implement the transactions contemplated in resolution 2(a).
  3. (a) subject to the passing of resolutions no. 1(a) and (b), the framework technical services agreement entered into between the Company and Taobao Holding Limited on February 6, 2020, the non-exempt continuing connected transactions contemplated thereunder and the proposed annual caps for the years ending March 31, 2021, 2022 and 2023, be and are hereby approved, confirmed and ratified; and
    1. any one or more of the Directors or the Company Secretary for and on behalf of the Company, be and are hereby authorized to sign, seal, execute and deliver all such documents and deeds, and do all such acts, matters and things as they may in their discretion consider necessary, desirable or expedient to give effect to and/or to implement the transactions contemplated in resolution 3(a).

Signature6

Dated

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
  2. Please insert the number of shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).
  3. If any proxy, other than the chairman of the Meeting is preferred, strike out ''the chairman of the special general meeting or'' and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
  4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY ONE OF THE RESOLUTIONS, PLEASE INDICATE WITH A TICK IN THE RELEVANT BOX MARKED ''FOR''. IF YOU WISH TO VOTE AGAINST ANY ONE OF THE RESOLUTIONS, PLEASE INDICATE WITH A TICK IN THE RELEVANT BOX MARKED ''AGAINST''. Failure to indicate which way you wish your votes to be cast will entitle your proxy to cast your votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.
  5. In order to be valid, this form of proxy, together with the power of attorney (if any) or other authority (if any) under which it is signed, or a notarially certified copy hereof, must be deposited at the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.
  6. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be under its seal or under the hand of an officer or attorney duly authorized.
  7. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
  8. The proxy need not be a member of the Company but must attend the Meeting and at any adjournment thereof in person to represent you.

PERSONAL INFORMATION COLLECTION STATEMENT

  1. ''Personal Data'' in these statements has the same meaning as ''personal data'' in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (''PDPO'').
  2. Your supply of Personal Data to the Company is on a voluntary basis and is used for processing your instructions and/or requests as stated in this form.
  3. Your Personal Data will not be transferred to other third parties (other than the Hong Kong Registrar of the Company) unless it is a requirement to so do by law, for example, in response to a court order or a law enforcement agency's request and will be retained for such period as may be necessary for our verification and record purposes.
  4. You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request should be in writing addressed to Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong.

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Alibaba Health Information Technology Limited published this content on 10 March 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 March 2020 10:18:08 UTC