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Cloudbreak Pharma Inc. — Proxy Solicitation & Information Statement 2026
May 22, 2026
50698_rns_2026-05-22_9d95c3ac-ff35-494b-a0c9-f993ede241b9.pdf
Proxy Solicitation & Information Statement
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1905
拔康视云
Cloudbreak Pharma
CLOUDBREAK PHARMA INC.
推康視雲製藥有限公司*
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 2592)
PROXY FORM FOR ANNUAL GENERAL MEETING TO BE HELD ON 26 JUNE 2026 (OR AT ANY ADJOURNMENT THEREOF)
J/Wc (Note 1)
of
being the registered holder(s) of (Note 2) shares in Cloudbreak Pharma Inc. (the "Company"), hereby appoint (Notes 3 & 9) the Chairman of the Annual General Meeting (the "Meeting" or "AGM") or __ of __ as my/our proxy to attend and vote for me/us and on my/our behalf at the Meeting (or at any adjournment thereof) of the Company to 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 purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the Meeting and at such Meeting (or at adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.
| ORDINARY RESOLUTIONS | FOR (Note 4) | AGAINST (Note 4) | |
|---|---|---|---|
| 1. | To receive and approve the audited consolidated financial statements of the Company and the reports of the directors and auditors 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 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(A) | To grant a general and unconditional mandate to the directors of the Company to exercise all powers of the Company to issue, allot and deal with additional shares of the Company, not exceeding 20% of the total number of issued shares of the Company. | ||
| 7(B) | To grant a general and unconditional mandate to the directors of the Company to exercise all powers of the Company to repurchase shares of the Company, not exceeding 10% of the total number of issued shares of the Company.* | ||
| 7(C) | To extend the mandate granted under resolution 7(A) by including nominal amount of the shares repurchased by the Company pursuant to resolution 7(B).* |
- Please refer to the Notice of the AGM for the full text of the resolutions.
Dated this __ day of __, 2026
Signature(s) (Notes 5 & 6)
Notes:
- Please insert full name(s) and address(es) in BLOCK CAPITALS.
- Please insert the number of shares registered in your name(s). If no number is inserted, this proxy form will be deemed to relate to all the shares of the Company registered in your name(s).
- If the proxy other than the Chairman of the Meeting is preferred, please strike out the words "the Chairman of the Annual General Meeting us" and insert the name and address of the proxy desired in the space provided in BLOCK CAPITALS. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS THE PROXY. The proxy needs not be a member of the Company but must attend the Meeting in person to represent you.
- IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (☐) IN THE RELEVANT BOX BELOW THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK (☐) IN THE RELEVANT BOX BELOW THE BOX MARKED "AGAINST". FAILURE TO TICK EITHER BOX WILL ENTITLE YOUR PROXY TO CAST YOUR VOTE AT HIS OR HER DISCRETION OR TO ABSTAIN FROM VOTING.
- This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must either be executed under its common seal or under the hand of an officer or attorney duly authorised in writing.
- In the case of joint holders, this proxy form must be signed by the member whose name appears first on the register of members.
- In order to be valid, this proxy form and, if such proxy form is signed by a person under a power of attorney or other authority on your behalf, a certified copy of that power of attorney or authority (such certification must be made by either a notary public or a solicitor qualified to practice in Hong Kong), must be lodged with the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited, at 17/F; Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Meeting (i.e. before Wednesday, 24 June 2026 at 09:30 a.m. (Hong Kong time)) or any adjourned meeting (as the case may be).
- Submission of this proxy form will not preclude you from attending the Meeting or any adjourned meeting thereof and voting in person should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.
- ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
- If you have returned a proxy form, you may revoke it by completing and signing a proxy form bearing a later date, or submit your form of proxy electronically and lodging it with the Company's branch share registrar. In order to be valid for voting purposes, this latter proxy form should be received by the Company's branch share registrar at least 48 hours before the time appointed for holding the Meeting (i.e. before Wednesday, 24 June 2026 at 09:30 a.m. (Hong Kong time)) or adjourned meeting (as the case may be) ("Closing Time"). If this latter proxy form is lodged with the Company's branch share registrar after the Closing Time, it will be invalid for voting purpose.
- In the case of joint registered holders of any shares, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto but the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the Company's register of members in respect of the relevant joint holding.
- The Company reserves the right to treat any proxy form which has been incorrectly completed in some manner which (at its absolute discretion) is not material as being valid.
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").
(ii) Your and your proxy's Personal Data provided in this form will be used in connection with processing your request for the appointment of a proxy to attend, act and vote on your behalf as directed above at the Annual General Meeting. Your supply of your and your proxy's Personal Data is on voluntary basis. However, the Company may not be able to process your request unless you provide us with such Personal Data.
(iii) Your and your proxy's Personal Data may be disclosed or transferred by the Company to its branch share registrar in Hong Kong, and/or other companies or bodies for any of the stated purposes, or when it is required to do so by law, for example, in response to a court order or a law enforcement agency's request, and retained for such period as may be necessary for our verification and record purposes.
(iv) By providing your proxy's Personal Data in this form, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy in using his/her personal data provided in this proxy form and that you have informed your proxy of the purpose for and the manner in which his/her data may be used.
(v) You/your proxy have/has the right to request access to and/or correction of your/your proxy's Personal Data respectively in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your/your proxy's Personal Data should be in writing to the Personal Data Privacy Officer, Tricor Investor Services Limited, at 17/F; Far East Finance Centre, 16 Harcourt Road, Hong Kong.
- For identification purpose only