Cocoon Holdings Limited — Proxy Solicitation & Information Statement 2015

Oct 19, 2015

==> picture [62 x 34] intentionally omitted <==

ALIBABA HEALTH INFORMATION TECHNOLOGY LIMITED 阿里健康信息技術有限公司

(Incorporated in Bermuda with limited liability)

(Stock code: 00241)

Form of proxy for use at the special general meeting (or at any adjournment thereof)

I/We[1]

of

shares[[2]] of HK$0.01 each in the capital of ALIBABA HEALTH INFORMATION

being the registered holder(s) of shares[[2]] of HK$0.01 each in the capital TECHNOLOGY LIMITED (the “ Company ”), HEREBY APPOINT the chairman of the special general meeting or[3] of

as my/our proxy to act for me/us at the special general meeting (the “ Meeting ”) (or at any adjournment thereof) of the Company, to be held at Prestige & Leadership Meeting Room, Regus Business Centre, 35/F Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Friday, November 6, 2015 at 10:30 a.m. for the purpose of considering and, if thought fit, passing, with or without amendment or modification, the resolutions set outin the notice convening the Meeting (the “ Notice ”) and at the Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolutions (with or without amendment or modification) as hereinafter indicated, and if no such indication is given, as my/our proxy thinks fit.

			ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS		FOR4	AGAINST4	AGAINST4
	1.	(a)	To approve and confirm the conditional grant of restricted share units (“RSUs”) to the
			following persons in accordance with the terms of the share award scheme adopted by
			the Company on November 24, 2014 (the “Share Award Scheme”), subject to all
			applicable laws, rules, regulations and the applicable award document(s) (the
			“Conditional RSU Grant”):
			(i) 1,284,000 RSUs to Mr. WANG Lei, the Chief Executive Officer and				an executive
			director of the Company, and a director of Alibaba Health Technology (Beijing)
			Company Limited and CITIC 21CN (China) Technology Company Limited, both
			a subsidiary of the Company;
			(ii) 758,000 RSUs to Mr.		MENG Changan, a director of Alibaba Health Technology
			(Beijing) Company Limited and CITIC 21CN (China) Technology Company
			Limited, both a	subsidiary of the Company;
			(iii) 852,000 RSUs to Ms.		MA Li, a director of Alibaba Health Technology (Beijing)
			Company Limited, a		subsidiary of the Company;
			(iv) 568,000 RSUs to	Mr. WANG Peiyu, a director of CITIC 21CN (China) Technology
			Company Limited, a		subsidiary of the Company;
		(b)	To authorize any one	or more of the directors of the Company (the “Directors”) to
			exercise the powers of the Company to allot and issue the ordinary shares of the
			Company pursuant to the		Conditional RSU Grant (the “Award Shares”) under the
			specific mandate granted to the Directors by the shareholders of the Company at the
			special general meeting of the Company held on November 24, 2014 in accordance
			with the terms the Share Award Scheme, such that the Award Shares shall rank pari
			passu in all respects among themselves and with the existing ordinary shares in issue
			at the date of the allotment and issuance of the Award Shares, and that he/she/they,
			be and is/are hereby	authorized to take such actions, do such things, which in their
			opinion may be necessary, desirable or expedient for the purpose of giving effect to
			and/or to implement	the transactions contemplated in this Resolution 1.

Signature[6]

Dated

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

2. Please insert the number of shares registered in your name(s) 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 in the Company registered in your name(s).

3. If any proxy, other than the chairman of the Meeting is preferred, strike out “the chairman of the special general meeting or” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY ONE OF THE RESOLUTIONS, PLEASE INDICATE WITH A TICK IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY ONE OF THE RESOLUTIONS, PLEASE INDICATE WITH A TICK IN THE RELEVANT BOX MARKED “AGAINST”. Failure to indicate which way you wish your votes to be cast will entitle your proxy to cast your votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

5. In order to be valid, this form of proxy, together with the power of attorney (if any) or other authority (if any) under which it is signed, or a notarially certified copy hereof, must be lodged at the Company’s head office and principal place of business in Hong Kong at 26/F Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong, not later than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

6. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be under its seal or under the hand of an officer or attorney duly authorized.

7. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

8. The proxy need not be a member of the Company but must attend the Meeting and at any adjournment thereof in person to represent you.

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 supply of Personal Data to the Company is on a voluntary basis and is used for processing your instructions and/or requests as stated in this form. (iii) Your Personal Data will not be transferred to other third parties (other than the Hong Kong Registrar of the Company) unless it is a requirement to so do by law, for example, in response to a court order or a law enforcement agency’s request and will be retained for such period as may be necessary for our verification and record purposes.

• (iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request should be in writing addressed to Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong.