Broncus Holding Corporation — Proxy Solicitation & Information Statement 2022

Apr 21, 2022

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Broncus Holding Corporation 堃博 醫療 控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2216)

FORM OF PROXY FOR USE AT ANNUAL GENERAL MEETING

I/We (Name) (Block capitals, please) of (Address) being the holder(s) of (see Note 1) shares of US$0.000025 each in the capital of Broncus Holding Corporation (the “ Company ”) hereby appoint (Name) of (Address) or failing him/her (Name) of (Address)

or failing him/her, the chairman of the meeting (see Note 2) as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company to be held at Room 801, 8/F, Building 8, No. 88 Jiangling Road, Xixing Street, Binjiang District, Hangzhou, China on Friday, May 13, 2022 at 2:00 p.m., and at any adjournment thereof or on any resolution or motion which is proposed thereat. My/Our proxy is authorised and instructed to vote as indicated (see Note 3) in respect of the undermentioned resolutions:

			Ordinary Resolutions		For (see Note 3)		Against (see Note 3)
1.		To receive and adopt the audited consolidated financial statements of the Company and its
		subsidiaries and the reports of the directors and auditor for the		year ended December 31, 2021.
2.		(a)	To re-elect the following retiring directors of the Company:
			(i) Mr. Michael Yi Wei ZHAO as non-executive director;
			(ii) Mr. Zhenjun ZI as non-executive director;
			(iii) Mr. Ao ZHANG as non-executive director;
		(b)	To authorise the board of directors of the Company	to fix the remuneration of the
			directors of the Company.
3.		To re-appoint Ernst & Young as the auditor of the Company, to hold office until the conclusion
		of the	next annual general meeting of the Company, and to authorize the board of directors of
		the Company to fix their remuneration.
4.		(A)	To grant a general mandate to the directors of the Company to allot, issue and deal
			with shares not exceeding 20% of the total number of issued shares of the Company.
		(B)	To grant a general mandate to the directors of the Company to buy back shares not
			exceeding 10% of the total number of issued shares	of the Company.
		(C)	To extend the authority given to the directors of the	Company pursuant to ordinary
			resolution No. 4(A) to issue additional shares by adding the number of shares bought
			back under ordinary resolution no. 4(B).
Dated	this		day of 2022		Signature(s)		(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 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 initialled 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.

5. To be valid, this form of proxy must be completed, signed and deposited at the Company’s branch 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. before 2:00 p.m. on Wednesday, May 11, 2022) 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.

6. A proxy need not be a shareholder of the Company.

7. Full texts of the resolutions are set out in the notice of the annual general meeting of the Company dated April 22, 2022.

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) “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”), which may include your name and address and those of your proxy.

• (ii) The supply of your Personal Data to the Company is on a voluntary basis and such data will be used for processing your instructions as stated in this form of proxy. Failure to provide sufficient information may result in the Company being unable to process your instructions.

(iii) Your Personal Data will not be transferred to any third parties (other than the share registrar of the Company) unless it is otherwise required by law and will be retained for such period as may be necessary for the Company’s verification and record purposes.

• (iv) You and your appointed proxy have the right to request access to and/or correct the respective Personal Data in accordance with the provisions of the PDPO. Any such request should be in writing addressed to the Personal Data Privacy Officer of Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.