ClouDr Group Limited — Proxy Solicitation & Information Statement 2024

Dec 11, 2024

ClouDr Group Limited
智雲健康科技集團*
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 9955)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING
TO BE HELD ON THURSDAY, JANUARY 2, 2025

Number of shares to which this form of proxy relates (Note 3)

I/We $^{(Note 2)}$ of

being the registered holder(s) of shares in the issued share capital of ClouDr Group Limited (the "Company") hereby appoint the Chairman of the meeting $^{(Note 3)}$ or

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the extraordinary general meeting (the "EGM") of the Company to be held at Room 16A, Level 16, 41 Connaught Road Central, Central, Hong Kong, China on Thursday, January 2, 2025 at 10:00 a.m. (and at any adjournment thereof).

Please tick ("✓") the appropriate boxes to indicate how you wish your vote(s) to be cast $^{(Note 4)}$.

ORDINARY RESOLUTIONS		FOR	AGAINST
1.	To approve and adopt the 2025 Share Scheme with the Scheme Mandate Limit of 10% of the total issued and outstanding Shares (excluding any treasury shares) as at the date of passing this resolution, and to authorize the Scheme Administrator to grant the awards pursuant to the 2025 Share Scheme and do all such acts and execute all such documents as the Scheme Administrator may consider necessary or expedient in order to give full effect to the 2025 Share Scheme.
2.	To approve and adopt the Service Provider Sublimit of 2% of the total issued and outstanding Shares (excluding any treasury shares) as at the date of passing this resolution.

Date: ___ 2024

Signature(s) $^{(Note 5)}$: ___

Notes:

1. Please insert the number of shares to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).
2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.
3. If any proxy other than the Chairman of the meeting is preferred, please strike out the words "the Chairman of the meeting or" and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and on a poll, vote instead of him/her/it. A proxy need not be a shareholder of the Company. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him/her/it. If no name is inserted, the Chairman of the meeting will act as your proxy. For the avoidance of doubt and for the purpose of the Listing Rules, holders of treasury shares of the Company (if any) are not entitled to vote at the EGM.
4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK ("✓") THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK ("✓") THE BOX MARKED "AGAINST". If no direction is given, your proxy will vote or abstain at his/her/their discretion. Your proxy will also be entitled to vote at his/her/their discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.
5. This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorized. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
6. In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company.
7. In order to be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company's Hong Kong Share Registrar and Transfer Office, 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 meeting or the adjourned meeting (as the case may be) (i.e. not later than 10:00 a.m. on Tuesday, December 31, 2024).
8. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof, as the case may be, if so wish, and in such case, the form of proxy shall be deemed to be revoked.
9. The full text of the resolutions appears in the notice of the EGM contained in the circular to the shareholders of the Company dated December 11, 2024.
10. References to time and dates in this form of proxy are to Hong Kong time and dates.

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 EGM of the Company (the "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 authorised 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 Tricor Investor Services Limited at the above address.

For identification purpose only