BetterLife Holding Limited — Proxy Solicitation & Information Statement 2025

Mar 5, 2025

BetterLife Holding Limited
百得利控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6909)
FORM OF PROXY FOR USE AT EXTRAORDINARY GENERAL MEETING

I/We (Name) ________ (Block capitals, please) of
(Address) ________

being the registered holder(s) of ________ (see Note 1) shares of HK$0.01 each in the capital of
BetterLife Holding Limited (the "Company") hereby appoint (Name) ________ of
(Address) ________ or
failing him/her (Name) ________ of
(Address) _________ or

failing him/her, the chairman of the extraordinary general meeting (see Note 2) as my/our proxy to attend and vote for me/us and on
my/our behalf at the extraordinary general meeting ("EGM") of the Company to be held at No. 143 The 4th West Wing North Road,
Haidian District, Beijing 100143, PRC on Thursday, 20 March 2025 at 10:00 a.m., and at any adjournment thereof or on any
resolution or motion which is proposed thereat. My/our proxy is authorized and instructed to vote as indicated (see Note 3) in respect
of the undermentioned resolutions:

Ordinary Resolutions (see Note 3)			For (see Note 3)	Against (see Note 3)
1.	(a)	To approve, confirm and ratify the creditor's rights transfer agreement (the "Creditor's Rights Transfer Agreement") dated 7 November 2024 entered into between Mengshang Bank Co., Ltd. (蒙商銀行股份有限公司) and Beijing BetterLife Automobile Import and Export Group Co., Ltd.* (北京百得利汽車進出口集團有限公司) (the "Beijing BetterLife Group") (a copy of which is produced to the EGM), the terms and conditions thereof, the transaction contemplated thereunder; and
	(b)	To authorise any one director of the Company (the "Director") to do all such acts and things and execute all such documents which he considers necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Creditor's Rights Transfer Agreement and the transactions contemplated thereunder and agree to such variation, amendment or waiver as are, in the opinion of such Director, in the interest of the Company and the shareholders of the Company (the "Shareholders") as a whole.
2.	(a)	To approve, confirm and ratify the debt settlement agreement (the "Debt Settlement Agreement") dated 7 November 2024 entered into among Beijing BetterLife Group, Beijing Jiguang Real Estate Development Co., Ltd. (北京極光置業房地產開發有限公司) (the "Jiguang Real Estate"), Beijing Jiguang Shunfeng Investment Co., Ltd. (北京極光順風投資有限公司), Beijing Jiguang Xinghui Automobile Sales and Service Co., Ltd. (北京極光星徽汽車銷售服務有限公司) (the "Jiguang Xinghui"), Beijing Yunzhong Materia Medica Traditional Chinese Medicine Hospital Co., Ltd. (北京芸罩本草中醫醫院有限公司), Shanghai Huamao Industrial Co., Ltd.* (上海華貿置業有限公司) and Ms. Yu Yao (余瑋) (a copy of which is produced to the EGM), the terms and conditions thereof, the transaction contemplated thereunder and the implementation thereof; and
	(b)	To authorise any one Director to do all such acts and things and execute all such documents which he considers necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Debt Settlement Agreement and the transaction contemplated thereunder and agree to such variation, amendment or waiver as are, in the opinion of such Director, in the interest of the Company and the Shareholders as a whole.

---

Ordinary Resolutions (see Note 3)			For (see Note 3)	Against (see Note 3)
3.	(a)	To approve, confirm and ratify the Jiguang Real Estate loan agreement (the “Jiguang Real Estate Loan Agreement”) dated 24 January 2025 entered into between Jiguang Real Estate and Beijing BetterLife Group (a copy of which is produced to the EGM), the terms and conditions thereof and the transaction contemplated thereunder; and
	(b)	To authorise any one Director to do all such acts and things and execute all such documents which he considers necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Jiguang Real Estate Loan Agreement and the transactions contemplated thereunder and agree to such variation, amendment or waiver as are, in the opinion of such Director, in the interest of the Company and the Shareholders as a whole.
4.	(a)	To approve, confirm and ratify the Jiguang Xinghui loan agreement (the “Jiguang Xinghui Loan Agreement”) dated 24 January 2025 entered into between Jiguang Xinghui and Beijing BetterLife Group (a copy of which is produced to the EGM), the terms and conditions thereof and the transaction contemplated thereunder; and
	(b)	To authorize any one Director to do all such acts and things and execute all such documents which he considers necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Jiguang Xinghui Loan Agreement and the transactions contemplated thereunder and agree to such variation, amendment or waiver as are, in the opinion of such Director, in the interest of the Company and the Shareholders as a whole.

Dated: ____
Shareholder's signature (see Note 5): ____

Notes:

1. Please insert the number of shares registered in your name(s); if no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).
2. A member may appoint more than one proxy of his/her own choice. If such an appointment is made, strike out the words “the chairman of the extraordinary general meeting”, and insert the name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initialed by the person who signs it.
3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED “For”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED “Against”. Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.
4. If the appointor is a corporation, this form must be under common seal or under the hand of an officer, attorney, or other person duly authorised on that behalf.
5. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.
6. To be valid, this form of proxy must be completed, signed and deposited at the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof), not less than 48 hours before the time appointed for holding the meeting (i.e. no later than 10:00 a.m. on Tuesday, 18 March 2025 (Hong Kong time)) or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.
7. A proxy need not be a shareholder of the Company.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting of the Company ("Purposes"). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy's (or proxies') name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Personal Data Privacy Officer of Computershare Hong Kong Investor Services Limited at the above address or by email to privacyofficer@computershare.com.hk.