BetterLife Holding Limited — Proxy Solicitation & Information Statement 2025

Mar 5, 2025

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

BetterLife Holding Limited

百得利控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6909)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “EGM”) of BetterLife Holding Limited (the “Company”, together with its subsidiaries, the “Group”) will 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. to consider and if thought fit, transact the following resolutions:

ORDINARY RESOLUTIONS

1. CREDITOR'S RIGHTS TRANSFER AGREEMENT

"THAT:

(a) 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 be and are hereby approved, confirmed and ratified; and

(b) any one director of the Company (the "Director") be and is hereby authorised 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."

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1. DEBT SETTLEMENT AGREEMENT

“THAT:

(a) 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. (北京芸眾本草中醫醫院有限公司), Shanghai Huamao Industrial Co., Ltd.* (上海華貿實業有限公司) and Ms. Yu Yao (余瑶) (a copy of which is produced to the EGM), the terms and conditions thereof, the transaction contemplated thereunder and the implementation thereof, be and are hereby approved, confirmed and ratified; and

(b) any one Director be and is hereby authorised 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.”

1. THE JIGUANG REAL ESTATE LOAN AGREEMENT

“THAT:

(a) 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 be and are hereby approved, confirmed and ratified; and

(b) any one Director be and is hereby authorised 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.”

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• THE JIGUANG XINGHUI LOAN AGREEMENT

“THAT:

(a) 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 be and are hereby approved, confirmed and ratified; and

(b) any one Director be and is hereby authorised 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.”

By Order of the Board
BetterLife Holding Limited
Chou Patrick Hsiao-Po
Chairman

Hong Kong, 5 March 2025

Registered Office:	Headquarters:	Principal Place of Business in Hong Kong:
Cricket Square	No. 1	40th Floor
Hutchins Drive	Donghuan North Road	Dah Sing Financial Centre
P.O. Box 2681	Beijing Economic and Technological Development Area	No. 248 Queen’s Road East
Grand Cayman, KY1-1111	Beijing, the PRC	Wanchai
Cayman Islands		Hong Kong

Notes:

1. All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). The results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited and the Company in accordance with the Listing Rules.

2. Any shareholder 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 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. A proxy need not be a shareholder of the Company.

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If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him/her.

1. In order to be valid, the form of proxy together with 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, must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the EGM of the Company (i.e. no later than 10:00 a.m. on Tuesday, 18 March 2025 (Hong Kong time)) or any adjourned meeting (as the case may be). Delivery of the form of proxy shall not preclude a shareholder 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.

2. For the purpose of determining the entitlement of shareholders to attend and vote at the above meeting, the register of members of the Company will be closed from Wednesday, 19 March 2025 to Thursday, 20 March 2025, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the meeting, all share transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, for registration not later than 4:30 p.m. on Tuesday, 18 March 2025.

In the event that the EGM is adjourned to a date later than Thursday, 20 March 2025 because of bad weather or other reasons, the book closure period and record date for determination of entitlement to attend and vote at the above meeting will remain the same as stated above.

1. Where there are joint holders of any shares carrying voting rights, any one of such joint holders may vote, 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 are present at any meeting the vote of the most senior holder 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 shall be determined by the order in which the names of the joint holders appear in the register of members of the Company in respect of the joint holding.

2. A circular containing resolutions nos. 1 to 4 set out in the above notice will be sent to all shareholders of the Company.

3. In the case of any inconsistency between the Chinese translation and the English text hereof, the English text shall prevail.

The English translation of company or entity names in Chinese or another language which are marked with “*” is for identification purpose only.

As at the date of this notice, the board comprises Mr. Chou Patrick Hsiao-Po, Ms. Sun Jing, Mr. Xu Tao and Ms. Li Dan as executive Directors; and Mr. Liu Dengqing, Mr. Lou Sai Tong and Dr. Chu Fumin as independent non-executive Directors.

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