Cloudbreak Pharma Inc. — Proxy Solicitation & Information Statement 2026

May 22, 2026

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the "Stock Exchange") 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.

指康视云

Cloudbreak Pharma

CLOUDBREAK PHARMA INC.

撥康視雲製藥有限公司*

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2592)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of Cloudbreak Pharma Inc. (the "Company") will be held at 8921 Research Drive Irvine, CA 92618, United States on Friday, 26 June 2026 at 09:30 a.m. Hong Kong Time (Thursday, 25 June 2026 at 06:30 p.m. Pacific Daylight Time) for the following purposes:

1. To receive and approve the audited consolidated financial statements of the Company and the reports of the directors and auditors of the Company for the year ended 31 December 2025 thereon.
2. To re-elect Mr. Dinh Son Van as an executive director of the Company.
3. To re-elect Mr. Ma Yiu Ho Peter as an independent non-executive director of the Company.
4. To re-elect Mr. Lee Alex Jao Jang as an independent non-executive director of the Company.
5. To authorise the board of directors of the Company (the "Board") to fix the remuneration of the directors of the Company.

6. To re-appoint HLB Hodgson Impey Cheng Limited as the auditor of the Company and to authorise the directors of the Company to fix its remuneration.

7. For identification purpose only

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1. To consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

(A) “THAT:

(i) subject to paragraph (A)(iii) below and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to issue, allot and deal with additional shares of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and/or to sell or transfer treasury shares of the Company, and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;

(ii) the approval in paragraph (A)(i) above shall be in addition to any other authorisation given to the directors of the Company and shall authorise the directors of the Company during the Relevant Period (as defined below) to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period (as defined below);

(iii) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) together with the treasury shares of the Company resold by the directors of the Company during the Relevant Period (as hereinafter defined) pursuant to paragraph (A)(i) above, otherwise than pursuant to (a) a Rights Issue (as defined below), (b) the grant or exercise of any option under the option scheme of the Company or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the directors, officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company, (c) any scrip dividend scheme or similar arrangements, or (d) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue (excluding treasury shares) at the date of passing this resolution and the authority pursuant to paragraph (A)(i) above shall be limited accordingly; and

(iv) for the purpose of this resolution,

“Relevant Period” means the period from the time of passing of this resolution until whichever is the earliest of:

(a) the conclusion of the next annual general meeting of the Company;

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(b) the expiration of the period within which the next annual general meeting of the Company is required by the Cayman Islands law or the Company's articles of association to be held; and

(c) the time at which the authority set out in this resolution is revoked or varied as ordinary resolution of the shareholders of the Company in general meeting.

"Rights Issue" means an offer of shares in the capital of the Company open for a period fixed by the directors of the Company to holders of shares in the Company whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares, subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of or the requirements of any recognised regulatory body or any stock exchange in any territory applicable to the Company."

(B) "THAT:

(i) subject to paragraph (B)(iii) below, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to repurchase its own issued shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose on the terms and subject to the conditions set out in the Listing Rules or any applicable laws and requirements of any other stock exchange as amended from time to time be and is hereby generally and unconditionally approved;

(ii) the approval in paragraph (B)(i) above shall be in addition to any other authorisation given to the directors of the Company;

(iii) the aggregate nominal amount of the shares repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (B)(i) above shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue (excluding treasury shares) at the date of passing this resolution and the authority pursuant to paragraph (B)(i) above shall be limited accordingly; and

(iv) for the purposes of this resolution:

"Relevant Period" means the period from the time of passing of this resolution until whichever is the earliest of:

(a) the conclusion of the next annual general meeting of the Company;

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(b) the expiration of the period within which the next annual general meeting of the Company is required by the Cayman Islands law or the Company's articles of association to be held; and

(c) the date on which the authority set out in this resolution is revoked or varied by the shareholders of the Company by way of ordinary resolution in general meeting."

(C) "THAT:

Conditional upon the passing of resolutions numbered 7(A) and 7(B) set out above, the aggregate nominal amount of the number of shares which are repurchased by the Company under the authority granted to the directors of the Company in the said resolution numbered 7(B) shall be added to the aggregate nominal amount of the issued share capital of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to the said resolution numbered 7(A) provided that such added amount shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue (excluding treasury shares) at the date of passing this resolution."

On behalf of the Board
Cloudbreak Pharma Inc.
Ni Jinsong
Chairman, Chief Executive Officer and Executive Director

Hong Kong, 22 May 2026

Registered office:	Principal place of business and head office in the U.S.:	Principal place of business in Hong Kong:
4^{th} Floor, Harbour Place,
103 South Church Street,
P.O. Box 10240
Grand Cayman KY1-1002
Cayman Islands	8921 Research Drive
Irvine, CA 92618
United States	Suite 23A11,
23A^{th} Floor,
Tower 2, The Gateway
Harbour City, Kowloon Hong Kong

• For identification purpose only

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Notes:

1. Any shareholder of the Company entitled to attend and vote at the AGM shall be entitled to appoint another person as his proxy to attend and vote instead of him. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the AGM. A proxy need not be a member of the Company. A proxy so appointed shall be entitled to exercise the same powers on behalf of such shareholder.

2. To be valid, the form of proxy must be duly completed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of attorney or authority, at the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited of 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong by 09:30 a.m. on Wednesday, 24 June 2026 or not less than 48 hours before the time appointed for holding any adjourned meeting.

3. The transfer books and register of members of the Company will be closed from Tuesday, 23 June 2026 to Friday, 26 June 2026, both days inclusive, to determine the entitlement of the shareholders to attend and vote at the above meeting, during which period no share transfers will be registered. All share transfers documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Monday, 22 June 2026. Shareholders whose names appear on the register of members of the Company on Friday, 26 June 2026 will be eligible to attend and vote at the AGM.

4. Completion and delivery of the form of proxy will not preclude a shareholder from attending and voting in person at the AGM or any adjournment thereof and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

5. Where there are joint holders of any share, any one of such persons may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the AGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

6. In compliance with the Listing Rules, all resolutions to be proposed at the AGM convened by this notice will be voted on by way of poll.

7. References to time and dates in this notice are to Hong Kong time and dates.

As at the date of this notice, the Board comprises three executive directors, namely, Dr. Ni Jinsong, Mr. Dinh Son Van and Dr. Yang Rong; three non-executive directors, namely, Dr. Li Jun Zhi, Mr. Cao Xu and Mr. Xia Zhidong; and three independent non-executive directors, namely, Ms. Nie Sijiang, Mr. Ma Yiu Ho Peter and Mr. Lee Alex Jao Jang.

This notice, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The directors of the Company, having made all reasonable enquiries, confirm that to the best of their knowledge and belief (i) the information contained in this notice is accurate and complete in all material respects and not misleading or deceptive, and (ii) there are no other matters the omission of which would make any statement herein or this notice misleading.

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This notice will remain on the website of the Stock Exchange’s website at www.hkexnews.hk for at least seven days from the date of its posting. This notice will also be published on the website of the Company at www.cloudbreakpharma.com.

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