ClouDr Group Limited — Proxy Solicitation & Information Statement 2024

Dec 11, 2024

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.

ClouDr Group Limited

智雲健康科技集團

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9955)

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an extraordinary general meeting (the "Extraordinary General Meeting") of ClouDr Group Limited (the "Company") will 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. for the purpose of considering, and if thought fit, passing with or without modifications, the resolutions set out below, to be passed as ordinary resolutions.

ORDINARY RESOLUTIONS

1. "THAT, the adoption of the 2025 Share Scheme proposed by the board ("Board") of directors of the Company ("Directors"), a copy of which is produced to this meeting marked "A" and signed by the Chairman of the meeting for the purpose of identification, with the Scheme Mandate Limit (as defined in the 2025 Share Scheme) of 10% of the total issued and outstanding Shares (excluding any treasury shares) as at the date of the Shareholders' approval of the 2025 Share Scheme, be and is hereby approved and adopted, and the Scheme Administrator (as defined in the 2025 Share Scheme) be and are hereby authorized to grant the awards pursuant to the 2025 Share Scheme ("Awards"), 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."; and

2. "THAT, conditional upon the passing of ordinary resolution 1, the Service Provider Sublimit (as defined in the 2025 Share Scheme) of 2% of the total issued and outstanding Shares (excluding any treasury shares) as at the date of the Shareholders' approval of the 2025 Share Scheme be and is hereby approved and adopted."

Ordinary resolution 1 is not conditional upon the passing of ordinary resolution 2, but ordinary resolution 2 is conditional upon the passing of ordinary resolution 1. In the event that ordinary resolution 1 is passed but ordinary resolution 2 is not passed, the Company will adopt the

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2025 Share Scheme but the Board shall alter the 2025 Share Scheme to remove references to the grant of Awards to Service Provider Participants. In the event that ordinary resolution 2 is passed but ordinary resolution 1 is not passed, the 2025 Share Scheme will not be adopted.

Unless indicated otherwise, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated December 11, 2024 in relation to the proposed adoption of the 2025 Share Scheme.

By Order of the Board

ClouDr Group Limited

Kuang Ming

Chairman, Executive Director and

Chief Executive Officer

Hong Kong, December 11, 2024

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 Listing Rules. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

(2) Any shareholder of the Company entitled to attend and vote at the meeting 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. 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/it. 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 Extraordinary General Meeting.

(3) 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 Hong Kong share registrar, 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 (i.e. not later than 10:00 a.m. on Tuesday, December 31, 2024) or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting or any adjournment thereof, as the case may be, if so wish, and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

(4) For determining the entitlement to attend and vote at the meeting, the Register of Members of the Company will be closed from Monday, December 30, 2024 to Thursday, January 2, 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 Extraordinary General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration as soon as possible but in any event not later than 4:30 p.m. on Friday, December 27, 2024.

(5) References to time and dates in this notice are to Hong Kong time and dates.

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As at the date of this notice, the Board comprises Mr. Kuang Ming and Ms. Zuo Yinghui as the executive Directors, and Dr. Hong Weili, Mr. Zhang Saiyin and Mr. Ang Khai Meng as the independent non-executive Directors.

• For identification purpose only

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