Cocoon Holdings Limited — Proxy Solicitation & Information Statement 2017

Jun 25, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Alibaba Health Information Technology Limited (the ‘‘Company’’), you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the shares in Alibaba Health Information Technology Limited.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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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)

PROPOSALS INVOLVING GRANTING OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND

A SPECIFIC MANDATE TO GRANT SHARE AWARDS, RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of the Company to be held at Units 2302–2305, 23/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong on Wednesday, July 26, 2017 at 10: 30 a.m. (the ‘‘Annual General Meeting’’) is set out on pages 20 to 24 of this circular.

A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (http://www.hkexnews.hk) and the Company (http://www.irasia.com/listco/hk/alihealth).

Whether or not you are able to attend the Annual General Meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the office of the Company’s Hong Kong branch share registrar, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

June 26, 2017

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General mandates to issue and repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Specific mandate to grant Share Awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Voting by way of poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Appendix — Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

• ‘‘2016 Share Award specific mandate granted at the annual general meeting of the Mandate’’ Company held on August 18, 2016 to the Directors to exercise all the powers of the Company to grant Share Awards, which shall lapse at the conclusion of the Annual General Meeting

• ‘‘2016 Share Award period from the granting of the 2016 Share Award Mandate and Mandate Applicable up to the Latest Practicable Date Period’’

• ‘‘Alibaba Group’’

• a group of companies comprising Alibaba Holding and its subsidiaries

• ‘‘Alibaba Holding’’ Alibaba Group Holding Limited, a company incorporated in the Cayman Islands, the ultimate controlling shareholder of the Company, and the American depository shares of which are listed on the New York Stock Exchange

• ‘‘Annual General the annual general meeting of the Company to be held at Units Meeting’’ 2302–2305, 23/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong on Wednesday, July 26, 2017 at 10: 30 a.m., the notice of which is set out on pages 20 to 24 of this circular

• ‘‘Applicable Period’’ the period from the date of passing the resolution granting the Share Award Mandate, to the earlier of (a) conclusion of the Company’s next annual general meeting, (b) the end of the period within which the Company is required by any applicable law or the Bye-Laws to hold its next annual general meeting, and (c) the date on which the resolution granting the Share Award Mandate is varied or revoked by an ordinary resolution of the Shareholders in general meeting

• ‘‘Board’’

• the board of Directors of the Company

• ‘‘Bye-Laws’’ the existing bye-laws of the Company

• ‘‘close associates’’ has the same meaning as defined in the Listing Rules

• ‘‘Companies Act’’ the Companies Act 1981 of Bermuda

• ‘‘Company’’ Alibaba Health Information Technology Limited 阿里健康信息 技術有限公司, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 00241)

– 1 –

DEFINITIONS

• ‘‘core connected has the same meaning as defined in the Listing Rules persons’’

• ‘‘Director’’ any director of the Company

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC

• ‘‘Issue Mandate’’ a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to allot and issue Shares as set out in ordinary resolution no. 4 in the notice of the Annual General Meeting

• ‘‘Latest Practicable June 22, 2017, being the latest practicable date prior to the Date’’ printing of this circular for ascertaining certain information for inclusion in this circular

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Option(s)’’ option(s) to subscribe for or acquire Shares which is granted under the Share Award Scheme

• ‘‘Participant’’ any Director, director of the Company’s subsidiaries, employee of the Group or any other person as determined by the Board, who the Board considers, in its absolute discretion, has contributed or will contribute to the Group

• ‘‘PRC’’ the People’s Republic of China, which, for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

• ‘‘Repurchase Mandate’’ a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to repurchase Shares as set out in ordinary resolution no. 5 in the notice of the Annual General Meeting

• ‘‘RMB’’ Renminbi, being the lawful currency of the PRC

• ‘‘RSU(s)’’ restricted share unit(s), being a contingent right to receive Shares which is awarded under the Share Award Scheme

• ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended from time to time

– 2 –

DEFINITIONS

• ‘‘Share Award a specific and unconditional mandate proposed to be granted to Mandate’’ the Directors to exercise all powers of the Company to grant awards of Options and/or RSUs pursuant to the Share Award Scheme in respect of a maximum number of the underlying new Shares that is equivalent to 3 per cent. of the Shares in issue as at the date of passing the resolution granting such mandate during the Applicable Period

• ‘‘Share Awards’’ Options and/or RSUs granted or to be granted under the Share Award Scheme

• ‘‘Share Award Scheme’’ the share award scheme adopted by the Company at a special general meeting on November 24, 2014, the principal terms of which were set out on pages 10 to 20 of the Company’s circular dated October 31, 2014

• ‘‘Share Repurchase the relevant rules set out in the Listing Rules to regulate the Rules’’ repurchase by companies with primary listing on the Stock Exchange of their own securities on the Stock Exchange

• ‘‘Shareholder(s)’’ the holders of the Shares

• ‘‘Shares’’ ordinary shares of HK$0.01 each in the issued capital of the Company

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘substantial has the same meaning as defined in the Listing Rules shareholder’’

• ‘‘Takeovers Code’’ The Codes on Takeovers and Mergers and Share Buybacks

• ‘‘Trustee’’ the professional trustee of the Share Award Scheme appointed by the Company

• ‘‘HK$’’ Hong Kong dollar, the lawful currency of Hong Kong

• ‘‘%’’ per cent.

– 3 –

LETTER FROM THE BOARD

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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)

Executive Director:

Mr. WANG Lei (Chief Executive Officer) Non-executive Directors: Mr. WU Yongming (Chairman) Mr. TSAI Chung, Joseph Ms. HUANG Aizhu Mr. KANG Kai

Independent Non-executive Directors: Mr. YAN Xuan Mr. LUO Tong Mr. WONG King On, Samuel

Registered Office: Canon’s Court 22 Victoria Street Hamilton, HM 12 Bermuda

Head Office and Principal Place of Business in Hong Kong: 26/F Tower One Times Square 1 Matheson Street Causeway Bay Hong Kong June 26, 2017

To the Shareholders

Dear Sir or Madam,

PROPOSALS INVOLVING GRANTING OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND A SPECIFIC MANDATE TO GRANT SHARE AWARDS, RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the proposed Issue Mandate, Repurchase Mandate, Share Award Mandate and the re-election of retiring Directors.

– 4 –

LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the annual general meeting of the Company held on August 18, 2016, general mandates were granted to the Directors to exercise all the powers of the Company to issue and repurchase Shares. Such mandates will lapse at the conclusion of the Annual General Meeting. The Directors wish to propose ordinary resolutions at the Annual General Meeting to give the Directors:

• (i) a general mandate to allot, issue and otherwise deal with new Shares with an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the resolution granting the Issue Mandate; subject to the passing of the relevant resolution to approve the Issue Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the Annual General Meeting, the Directors would be authorized to exercise the powers of the Company to issue a maximum of 1,638,547,383 Shares; and

• (ii) a general mandate to repurchase Shares with an aggregate nominal amount not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the resolution granting the Repurchase Mandate until the next annual general meeting of the Company or such earlier period as stated in the said ordinary resolution; subject to the passing of the relevant resolution to approve the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the Annual General Meeting, the Directors would be authorized to exercise the powers of the Company to repurchase a maximum of 819,273,691 Shares.

A separate ordinary resolution will also be proposed at the Annual General Meeting to add to the Issue Mandate those Shares purchased by the Company pursuant to the Repurchase Mandate granted to the Directors at the Annual General Meeting.

An explanatory statement containing information regarding the Repurchase Mandate is set out in the Appendix to this circular.

SPECIFIC MANDATE TO GRANT SHARE AWARDS

At the annual general meeting of the Company held on August 18, 2016, a specific mandate was granted to the Directors to exercise all the powers of the Company to grant Share Awards. Such mandate will lapse at the conclusion of the Annual General Meeting. The Directors wish to propose a ordinary resolution at the Annual General Meeting to give the Directors a specific mandate to grant Share Awards in respect of a maximum number of the underlying new Shares that is equivalent to 3 per cent. of the Shares in issue as at the date of passing the Share Award Mandate during the Applicable Period, and to allot, issue and deal with the Shares underlying the Options and/or RSUs granted pursuant to the Share Award Scheme during the Applicable Period as and when such Options and/or RSUs vest. Subject to the passing of the relevant resolution to approve the Share Award Mandate and on the basis that no further Shares are issued or repurchased between the Latest

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LETTER FROM THE BOARD

Practicable Date and the Annual General Meeting, the Directors would be authorized to exercise the powers of the Company to grant Share Awards in respect of a maximum number of 245,782,107 underlying new Shares.

With respect to the granting of the RSUs, the Company will, where applicable, comply with all the relevant requirements under the Listing Rules (including Chapter 14A of the Listing Rules).

Details relating to the Share Award Scheme are set out below.

Purpose of the Share Award Scheme

The Share Award Scheme constitutes a share award scheme governed by Chapter 17 of the Listing Rules. The purpose of the Share Award Scheme is to enable the Company to grant Share Awards (which may take the form of an Option and/or an RSU) to eligible Participants as incentives and/or rewards for their contribution to the Group, to better reward the personnel who have contributed to the development and success of the Group, to incentivize them to remain with the Group, to motivate them to strive for the future development and expansion of the Group, and to attract skilled and experienced personnel for the further development and expansion of the Group by providing them with the opportunity to acquire equity interests in the Company.

Material terms of the Share Award Scheme

The Share Award Scheme allows the Board to determine:

• (i) the Participants to be granted Share Awards in its absolute discretion;

• (ii) the terms on which each Share Award is granted, including as to the minimum period for which it must be held and any performance targets that must be reached before it can be exercised; and

• (iii) the exercise price of the Share Awards (subject to the minimum exercise price prescribed by the rules of the Share Award Scheme).

The 2016 Share Award Mandate

Pursuant to the 2016 Share Award Mandate granted to the Board at the annual general meeting of the Company on August 18, 2016, the Board was authorized to grant awards of Options and/or RSUs pursuant to the Share Award Scheme in respect of 245,288,784 Shares, representing approximately 3 per cent. of the Company’s issued share capital as at the date of that annual general meeting, during the period from the date of passing the resolution granting the Share Award Mandate until the earlier of (a) the conclusion of the Annual General Meeting, (b) the end of the period within which the Company is required by any applicable law or its Bye-Laws to hold the Annual General Meeting and (c) the date on which the resolution granting such authorization is varied or revoked by ordinary resolution of the Shareholders in general meeting.

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LETTER FROM THE BOARD

Share Awards Granted

As at the Latest Practicable Date, a total of 12,240,000 Options had been granted pursuant to the 2016 Share Award Mandate. The table below summarizes the details of such Options granted:

Participants	No. of Options	Grant Date	Exercise Price	Validity and Vesting Period
9 grantees who are	1,921,000	October 11,	HK$4.416	Validity Period:
not connected		2016	per Share
persons of the				10 years from
Company				October 11, 2016
				Vesting Period:
				Please refer to the
				Company’s announcement
				dated October 11, 2016
15 grantees who are	6,680,000	February 2,	HK$3.626	Validity Period:
not connected		2017	per Share
persons of the				10 years from February 2,
Company				2017
				Vesting Period:
				Please refer to the
				Company’s announcement
				dated February 2, 2017
1 grantee who is not	116,000	February 22,	HK$3.61	Validity Period:
a connected		2017	per Share
person of the				10 years from February 22,
Company				2017
				Vesting Period:
				Please refer to the
				Company’s announcement
				dated February 22, 2017
5 grantees who are	3,523,000	June 14, 2017	HK$3.902	Validity Period:
not connected			per Share
persons of the				10 years from
Company				June 14, 2017
				Vesting Period:
				Please refer to the
				Company’s announcement
				dated June 14, 2017

– 7 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, a total of 44,855,000 RSUs had been granted pursuant to the 2016 Share Award Mandate for nil consideration. The table below summarizes the details of such RSU granted.

				Number of new
				Shares to be
	No. of			issued upon
Participants	RSUs	Grant Date	Vesting Period	vesting
14 grantees who are not	2,489,800	October 11, 2016	Please refer to the	2,489,800
connected persons of			Company’s
the Company			announcement dated
			October 11, 2016
5 grantees who are not	1,923,200	November 23, 2016	within 4 years from	1,923,200
connected persons of			November 23, 2016
the Company
19 grantees who are not	4,176,000	February 2, 2017	within 4 years from	4,176,000
connected persons of			February 2, 2017
the Company
4 grantees who are not	938,000	February 22, 2017	within 4 years from	938,000
connected persons of			February 22, 2017
the Company
1 grantee who is a	2,029,000	February 22, 2017	Please refer to the	NIL
connected person of			Company’s
the Company			announcement dated
			February 22, 2017
150 grantees who are	25,020,000	June 14, 2017	within 4 years from	25,020,000
not connected			June 14, 2017
persons of the
Company
10 grantees who are	8,279,000	June 14, 2017	within 4 years from	NIL
connected persons of			June 14, 2017
the Company

The number of Shares that underlie the Share Awards granted during the 2016 Share Award Mandate Applicable Period is 57,095,000, representing approximately 0.70% of the total issued capital of the Company as at the date of the Company’s annual general meeting held on August 18, 2016, of which 46,787,000 are new Shares to be issued by the Company upon exercise and/or vesting (as the case may be) of the relevant Share Awards, and 10,308,000 are existing shares to be purchased by the Trustee from the market using cash contributions by the Company upon vesting. The number of new Shares to be issued and allotted upon exercise or vesting (as the case may be) of the Share Awards granted during the 2016 Share Award Mandate Applicable Period represents approximately 19.07% of the maximum number of Shares that underlie the Share Awards which the Board is authorized to grant under the 2016 Share Award Mandate.

– 8 –

LETTER FROM THE BOARD

Utilization

The table below summarizes the utilization of the 2016 Share Award Mandate as at the Latest Practicable Date:

Total number of Share Awards granted pursuant to the 2016 Share
Award Mandate	57,095,000
— No. of Options cancelled/lapsed	313,000
— No. of RSUs cancelled/lapsed	578,000
— No. of Options exercised	—
— No. of RSUs vested	2,081,500
Total number of Share Awards granted during the 2016
Share Award Mandate Applicable Period outstanding
as at the Latest Practicable Date	54,122,500
Total number of Share Awards which remain available for
granting pursuant to the 2016 Share Award Mandate between
the Latest Practicable Date and the conclusion of the AGM	188,193,784

The Directors confirmed that as at the Latest Practicable Date, the Company intends to grant not more than 188,193,784 Share Awards pursuant to the 2016 Share Award Mandate.

Apart from the Share Award Scheme and the above Share Awards, the Company has no other share award or option scheme currently in force or has any other share options or restricted share units outstanding as of the Latest Practicable Date.

Outstanding Share Awards

The following table summarizes the status of the Share Awards granted pursuant to the Share Award Scheme since the adoption of such scheme and up to the Latest Practicable Date:

Total no. of Options granted:	83,976,600
Total no. of RSUs granted:	99,639,590
— No. of Options cancelled/lapsed:	24,337,000
— No. of RSUs cancelled/lapsed:	15,244,951
— No. of Options exercised:	38,000
— No. of RSUs vested:	16,497,679
Total no. of Options outstanding as at the Latest Practicable Date	59,601,600
Total no. of RSUs outstanding as at the Latest Practicable Date	67,896,960
Total no. of Share Awards outstanding as at the Latest Practicable Date	127,498,560

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LETTER FROM THE BOARD

The Share Award Mandate

As set out on page 23 of this circular and in resolution no. 7 on the Notice of Annual General Meeting, a resolution has been proposed at the Annual General Meeting to grant to the Directors the Share Award Mandate, being a mandate to grant Share Awards in respect of a maximum number of the underlying new Shares that is equivalent to 3 per cent. of the Shares in issue as at the date of passing such mandate during the Applicable Period, and to allot, issue and deal with the Shares underlying the Options and/or RSUs granted pursuant to such mandate during the Applicable Period as and when such Options and/or RSUs vest. Subject to the passing of the relevant resolution to approve the Share Award Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the Annual General Meeting, the Directors would be authorized to exercise the powers of the Company to grant Share Awards in respect of a maximum number of 245,782,107 underlying new Shares.

For the avoidance of doubt, any Shares issued pursuant to the Share Award Mandate will not be counted towards the Shares to be issued (if any) pursuant to the general mandate proposed under resolution no. 4 in the Notice of Annual General Meeting. As at the Latest Practicable Date, no Participant has been proposed or identified by the Board to be granted any Share Award under the Share Award Mandate. Shareholders who were also Participants under the Share Award Scheme would be required to abstain from voting on the Share Award Mandate at the Annual General Meeting.

As at the Latest Practicable Date, a total of 84 grantees under the Share Award Scheme held 12,015,960 Shares (which represents approximately 0.15% of the total issued Shares as at the Latest Practicable Date) upon exercising and vesting of the Options and the RSUs (as applicable). Such grantees include a Director of the Company, holding 642,000 Shares as result of the vesting of RSUs granted to him, and directors of the subsidiaries of the Company, holding 2,187,150 Shares in total as a result of the vesting of RSUs granted to them. All such 84 grantees are required to abstain from voting on resolution no. 7 in relation to the Share Award Mandate. Except as disclosed herein and to the extent that the Directors are aware having made all reasonable enquiries, none of the Directors and directors of the Company’s subsidiaries who are also Participants under the Share Award Scheme who have been granted any Share Awards, holds any Share.

– 10 –

LETTER FROM THE BOARD

Cost of Granting Share Awards

The cost attributable to the grant of any RSUs under the Share Award Scheme will be accounted for by reference to the market value of the Shares at the time of grant, adjusted to take into account the terms and conditions upon which Shares were granted. The Directors consider that it is not appropriate or helpful to the Shareholders to state the value of all Share Awards that can be granted under the Share Award Scheme or the Share Award Mandate being sought as if they had been granted on the Latest Practicable Date. The Directors believe that any statement regarding the value of all Share Awards as at the Latest Practicable Date will not be meaningful to the Shareholders, since the Share Awards to be granted shall not be assignable, and no holder of the Share Awards shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favor of any third party over or in relation to any Share Award. In addition, the calculation of the value of the Share Awards is based on a number of variables such as exercise price, exercise period, interest rate, expected volatility and other relevant variables.

The Directors believe that any calculation of the value of the Share Awards as at the Latest Practicable Date based on a great number of speculative assumptions would not be meaningful and would be misleading to the Shareholders. Details of the Share Award Scheme, including particulars and movements of the Share Awards granted, vested, lapsed and available for grant in the future, and the employee costs arising from the grant of the Share Awards during each financial year of the Company will be disclosed in the Company’s annual report and interim report. The Company will give due consideration to any financial impact arising from the grant of the Share Awards under the Share Award Scheme before exercising the Share Award Mandate.

Dilution Effect

The table below is for illustration only and sets out the shareholding structure of the Company:

• (i) as at the Latest Practicable Date;

• (ii) immediately after the allotment and issue of all the new Shares underlying the Share Awards outstanding as at the Latest Practicable Date upon vesting and exercising (as applicable) of such Share Awards in full, and assuming no other Shares will be issued between the Latest Practicable Date and the date until all such new Shares are issued (the ‘‘Full Vesting of Outstanding Share Awards Scenario’’); and

• (iii) immediately after (a) the allotment and issue of all the new Shares underlying the Share Awards outstanding as at the Latest Practicable Date upon vesting and/or exercising (as applicable) of such Share Awards in full, and (b) the allotment and issue of all new Shares underlying all the Share Awards that the Board remains authorized to grant under the 2016 Share Award Mandate and may be authorized to grant under the Share Award Mandate, upon vesting and/or exercising (as

– 11 –

LETTER FROM THE BOARD

applicable) of such Share Awards in full, and assuming no other Shares will be issued between the Latest Practicable Date and the date until all such new Shares are issued (the ‘‘Full Vesting of Share Awards to be Granted Scenario’’).

Perfect Advance Holding Limited Uni-Tech International Group Limited Participants granted outstanding Share Awards pursuant to which new Shares will be issued Participants that may be granted Share Awards pursuant to the 2016 Share Award Mandate after the Latest Practicable Date Participants that may be granted Share Awards pursuant to the Share Award Mandate Other Shareholders Total	As at the Latest Practicable Date Number of Shares % 4,420,628,008 53.96 777,484,030 9.49 — — — — — — 2,994,624,880 36.55 8,192,736,918 100	Full Vesting of Outstanding Share Awards Scenario Number of Shares % 4,420,628,008 53.20 777,484,030 9.36 116,358,460 1.40 — — — — 2,994,624,880 36.04 8,309,095,378 100	Full Vesting of Share Awards to be Granted Scenario Number of Shares % 4,420,628,008 50.56 777,484,030 8.89 116,358,460 1.33 188,193,784 2.15 245,782,107 2.81 2,994,624,880 34.25 8,743,071,269 100	Full Vesting of Share Awards to be Granted Scenario Number of Shares % 4,420,628,008 50.56 777,484,030 8.89 116,358,460 1.33 188,193,784 2.15 245,782,107 2.81 2,994,624,880 34.25 8,743,071,269 100
				100

Listing Approval

An application will be made by the Company as soon as practicable to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the new Shares which may be allotted and issued to satisfy the Share Awards which may be granted under the Share Award Scheme pursuant to the Share Award Mandate.

RE-ELECTION OF RETIRING DIRECTORS

Pursuant to bye-law 99 of the Bye-laws, Mr. Wang Lei, Mr. Wu Yongming and Mr. Tsai Chung, Joseph will be retiring from office at the Annual General Meeting. Mr. Wang Lei, Mr. Wu Yongming and Mr. Tsai Chung, Joseph, being eligible, will offer themselves for re-election at the Annual General Meeting.

– 12 –

LETTER FROM THE BOARD

The particulars of the Directors proposed to be re-elected at the Annual General Meeting are as follows:

EXECUTIVE DIRECTOR

MR. WANG LEI

Mr. WANG Lei, aged 37, was appointed as an executive Director and a chief executive officer of the Company on April 17, 2015. Prior to his current position, Mr. Wang was the general manager of Alibaba Group’s Taobao Diandian business from September 2013. Mr. Wang has held various positions within Alibaba Group since he joined in 2003, including customer relationship management product manager and Alibaba call center project manager from September 2003 to December 2005, P4P project manager of Yahoo China from January 2006 to May 2007, senior manager of Alimama product and operations department from June 2007 to December 2008, B2B advertising product and operations department director from January 2009 to May 2011, senior director of B2B advertising service department and commercial product department from June 2011 to July 2012 and O2O workshop senior director of Alibaba Group’s mobile Internet business department from August 2012 to August 2013. Mr. Wang obtained a bachelor’s degree in engineering from China Jiliang University, PRC in June 2001. Mr. Wang is a director of certain subsidiaries of the Company, and a consultant to Alibaba Group.

As at the Latest Practicable Date, subject to vesting, Mr. Wang was interested in a total of 15,150,000 Shares underlying the 14,508,000 Share Awards granted to him in accordance with the Share Award Scheme. Mr. Wang personally held 642,000 Shares.

Saved as disclosed herein, Mr. Wang did not hold any directorship in any other Hong Kong or overseas listed public companies in the last three years and did not hold any other position with the Company or other members of the Group.

Saved as disclosed herein, as at the Latest Practicable Date, Mr. Wang was not interested or deemed to be interested in any Shares or underlying Shares pursuant to Part XV of the SFO nor did he have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.

Mr. Wang has entered into an appointment letter with the Company for a term of one year commencing from April 17, 2015, which is renewable for a one-year period upon expiry of each term. He is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the provisions of the Bye-Laws. For the year ended March 31, 2017, Mr. Wang received salaries of RMB960,000 from the Group. He may also be entitled to a bonus payment in such amount and payable at such time, and participate in the Share Award Scheme, as shall be determined by the Board in its absolute discretion. Such remuneration was determined with reference to the experience of Mr. Wang and the prevailing market rate.

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LETTER FROM THE BOARD

NON-EXECUTIVE DIRECTORS

(1) MR. WU YONGMING

Mr. WU Yongming, aged 42, was appointed as a non-executive Director and Chairman of the Company on April 17, 2015. Mr. Wu has been a senior vice president of the Alibaba Group since June 2010 and has been a special assistant to the chairman of the board of directors of Alibaba Holding since September 2014, the shares of which are listed on the New York Stock Exchange (stock code: BABA). Mr. Wu also served as technology director of Alibaba (China) Technology Co., Ltd. (阿里巴巴（中國）網絡技術有限公司) from September 1999, technology director of Alipay (China) Information Technology Co., Ltd. (支付寶（中國）網絡技術有限公司) from December 2004, P4P business director of Alibaba Group from November 2005, general manager of Hangzhou Alimama Technology Co., Ltd. (杭州阿里媽媽網絡技術有限公司) from December 2007, chief technology officer of Taobao (China) Software Co., Ltd. (淘寶（中國）軟件公司) from September 2008, and was responsible for Alibaba Group’s search business, advertising business and mobile business from October 2011. Mr. Wu was previously a director of AutoNavi Holdings Limited, a then NASDAQ-listed company, from May 2013 to July 2014. Mr. Wu graduated from the college of information engineering of Zhejiang University of Technology, PRC in June 1996.

As at the Latest Practicable Date, Mr. Wu personally held 1,262,000 Shares.

Saved as disclosed herein, Mr. Wu did not hold any directorship in any other Hong Kong or overseas listed public companies in the last three years and did not hold any other position with the Company or other members of the Group.

Saved as disclosed herein, as at the Latest Practicable Date, Mr. Wu was not interested or deemed to be interested in any Shares or underlying Shares pursuant to Part XV of the SFO nor did he have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.

Mr. Wu has entered into an appointment letter with the Company for a term of one year commencing from April 17, 2015, which is renewable for a one-year period upon expiry of each term. He is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the provisions of the Bye-Laws. Mr. Wu did not receive any remuneration from the Group for the year ended March 31, 2017.

(2) MR. TSAI CHUNG, JOSEPH

Mr. TSAI Chung, Joseph, aged 53, joined Alibaba Group in 1999 as a member of the Alibaba founding team and has served as the executive vice chairman of Alibaba Holding since May 2013. Mr. Tsai previously served as Alibaba Holding’s chief financial officer and has been a member of Alibaba Holding’s board of directors since its formation. From 1995 to 1999, Mr. Tsai worked in Hong Kong with Investor AB, the main investment vehicle of Sweden’s Wallenberg family, where he was responsible for Asian private equity investments. Prior to that, he was vice president and general counsel of Rosecliff, Inc., a management

• For identification purpose only

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LETTER FROM THE BOARD

buyout firm based in New York. From 1990 to 1993, Mr. Tsai was an associate attorney in the tax group of Sullivan & Cromwell LLP, a New York-based international law firm. Mr. Tsai serves on the boards of directors of several of Alibaba Group’s investee companies and is currently also a director of Momo, Inc., the shares of which are listed on NASDAQ (stock code: MOMO). Mr. Tsai is qualified to practice law in the State of New York. He received his bachelor’s degree in Economics and East Asian Studies from Yale College and a juris doctor degree from Yale Law School.

Saved as disclosed herein, Mr. Tsai did not hold any directorship in any other Hong Kong or overseas listed public companies in the last three years and did not hold any other position with the Company or other members of the Group.

Saved as disclosed herein, as at the Latest Practicable Date, Mr. Tsai was not interested or deemed to be interested in any Shares or underlying Shares pursuant to Part XV of the SFO nor did he have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.

Mr. Tsai has entered into an appointment letter with the Company for a term of one year commencing from September 7, 2015, which is renewable for a one-year period upon expiry of each term. He is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the provisions of the Bye-Laws. Mr. Tsai did not receive any remuneration from the Group for the year ended March 31, 2017.

ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at Units 2302–2305, 23/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong on Wednesday, July 26, 2017 at 10: 30 a.m. is set out on pages 20 to 24 of this circular for the purpose of considering and, if thought fit, passing the resolutions set out therein.

You will find enclosed a form of proxy for use at the Annual General Meeting. Whether or not you are able to attend the Annual General Meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the office of the Company’s Hong Kong branch share registrar, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

Except as disclosed in the paragraph headed ‘‘Specific Mandate to Grant Share Awards — The Share Award Mandate’’ in this letter, no Shareholder is required to abstain from voting at the Annual General Meeting pursuant to the Listing Rules and/or the Bye-Laws.

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LETTER FROM THE BOARD

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the Annual General Meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The chairman of the meeting will therefore demand a poll for every resolution set out in the notice of the Annual General Meeting put to the vote of the Annual General Meeting pursuant to bye-law 70 of the Bye-Laws and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the proposed Issue Mandate, Repurchase Mandate, Share Award Mandate and the re-election of retiring Directors are in the interest of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions as set out in the notice of the Annual General Meeting.

Your attention is also drawn to the additional information set out in the Appendix to this circular.

By Order of the Board WANG Lei

Chief Executive Officer and Executive Director

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APPENDIX

EXPLANATORY STATEMENT

This Appendix includes an explanatory statement required by the Share Repurchase Rules to be presented to the Shareholders concerning the Repurchase Mandate proposed to be granted to the Directors.

1. STOCK EXCHANGE RULES FOR REPURCHASE OF SHARES

The Listing Rules permit companies with a primary listing on the Stock Exchange to purchase their shares on the Stock Exchange subject to certain restrictions.

The Listing Rules provide that all proposed purchases of shares by a company with a primary listing on the Stock Exchange must be approved by shareholders in advance by an ordinary resolution, either by way of a general mandate or by a specific approval of a particular transaction and that the shares to be purchased must be fully paid up.

2. FUNDING OF REPURCHASE

Any repurchase will be made out of funds which are legally available for the purpose in accordance with the memorandum of association of the Company, the Bye-laws, the Companies Act, the laws of Bermuda and any other applicable laws.

3. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 8,192,736,918 Shares.

Subject to the passing of the relevant ordinary resolution to approve the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 819,273,691 Shares.

4. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares on the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or its earning per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

The Directors have no present intention to exercise the general mandate in full to repurchase Shares and they would only exercise the power to repurchase Shares in circumstances where they consider that the repurchase would be in the best interests of the Company. The Directors consider that if the general mandate to repurchase Shares were to be exercised in full at the currently prevailing market value, it would have a material adverse impact on the working capital position and gearing position of the Company, as compared with the positions disclosed in the audited consolidated accounts of the Company as at March 31, 2017, being the date to which the latest published audited accounts of the Company were made up. The Directors do not propose to exercise the mandate to

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EXPLANATORY STATEMENT

APPENDIX

repurchase Shares to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of Bermuda and in accordance with the memorandum of association of the Company and the Bye-laws.

6. EFFECT OF THE TAKEOVERS CODE

If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert, depending on the level of increase of the Shareholder’s interest, could obtain or consolidate control (as defined in the Takeovers Code) of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

In the event that the Repurchase Mandate is exercised in full by the Directors, the Directors believe that such increase will not give rise to an obligation of any Shareholders to make a mandatory general offer under Rules 26 and 32 of the Takeovers Code. The Directors have no intention to exercise the Repurchase Mandate to such an extent that it will result in the number of Shares in the hands of public falling below the prescribed minimum percentage of 25% under Rule 8.08 of the Listing Rules.

7. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of the knowledge and belief of the Directors, having made all reasonable enquiries, any of their respective close associates has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell Shares to the Company or its subsidiaries.

No core connected person of the Company (as defined in the Listing Rules) has notified the Company that he/she/it has a present intention to sell Shares to the Company or its subsidiaries nor has he/she/it undertaken not to sell any of the Shares held by him/ her/it to the Company or its subsidiaries in the event that the Repurchase Mandate is approved by the Shareholders.

8. SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares has been made by the Company in the preceding six months (whether on the Stock Exchange or otherwise) ending on the Latest Practicable Date.

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APPENDIX

EXPLANATORY STATEMENT

9. SHARE PRICE

The highest and lowest prices at which the Shares were traded on the Stock Exchange in each of the previous twelve months immediately prior to the Latest Practicable Date quoted on the website of the Stock Exchange were as follows:

	Highest	Lowest
	traded price	traded price
	HK$	HK$
2016
June	5.99	5.22
July	5.82	5.34
August	5.60	4.73
September	5.07	4.34
October	4.57	4.03
November	4.38	3.95
December	4.37	3.76
2017
January	3.95	3.51
February	3.89	3.41
March	4.18	2.72
April	3.26	3.00
May	4.89	2.87
June (up to Latest Practicable Date)	4.21	3.52

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [76 x 31] 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)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of Alibaba Health Information Technology Limited (the ‘‘Company’’) will be held at Units 2302–2305, 23/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong on Wednesday, July 26, 2017 at 10: 30 a.m. (the ‘‘Annual General Meeting’’) to transact the following business:

As ordinary business

1. To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditors for the year ended March 31, 2017.

2. To re-elect retiring directors of the Company (the ‘‘Directors’’); and to authorize the board of Directors of the Company to fix the Directors’ remuneration.

3. To re-appoint Ernst & Young as the auditor of the Company and to authorize the board of Directors of the Company to fix their remuneration.

As special business

To consider and, if though fit, pass with or without amendments, the following resolutions:

Ordinary Resolutions:

1. ‘‘THAT:

2. (a) subject to paragraph (c) below and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to allot, issue and deal with additional shares of HK$0.01 each (the ‘‘Shares’’) in the share capital of the Company and to make or grant offers, agreements and options (including bonds, warrants and

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NOTICE OF ANNUAL GENERAL MEETING

debentures convertible into Shares) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorize the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:

• (i) a Rights Issue (as hereinafter defined); or

• (ii) an issue of Shares upon the exercise of rights of subscription or conversion attaching to any warrants or convertible bonds issued by the Company or any securities which are convertible into Shares the issue of which warrants and other securities has previously been approved by the shareholders of the Company; or

• (iii) an issue of Shares upon the exercise of any options granted under any share option scheme or similar arrangement for the time being adopted for the grant or issue to eligible persons of Shares or rights to acquire Shares; or

• (iv) an issue of Share as scrip dividends or similar arrangements providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws of the Company,

shall not in total exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution, and the said approval shall be limited accordingly; and

• (d) for the purpose of this resolution,

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company; or

• (ii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors under this resolution; or

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NOTICE OF ANNUAL GENERAL MEETING

• (iii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the bye-laws of the Company, the Companies Act 1981 of Bermuda or any applicable laws of Bermuda.

‘‘Rights Issue’’ means an offer of Shares or warrants, options or other securities giving rights to subscribe for Shares, open for a period fixed by the Directors to the shareholders of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such Shares or any class thereof (subject to such exclusions or other arrangements as the Directors 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).’’

1. ‘‘THAT:

2. (a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as defined in ordinary resolution no. 4 set out in the notice convening this meeting) of all the powers of the Company to purchase Shares (as defined in ordinary resolution no. 4 set out in the notice convening this meeting) on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or on any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose and, subject to and in accordance with the applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time be and is hereby generally and unconditionally approved; and

3. (b) the aggregate nominal amount of Shares to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution, and the said approval shall be limited accordingly.’’

4. ‘‘THAT conditional upon the passing of the ordinary resolutions nos. 4 and 5 as set out in the notice convening this meeting, the general mandate granted to the Directors under ordinary resolution no. 4 as set out in the notice convening this meeting be and is hereby extended by the addition of an amount representing the aggregate nominal amount of Shares (as defined in ordinary resolution no. 4 set out in the notice convening this meeting) repurchased by the Company pursuant to the general mandate approved in ordinary resolution no. 5 as set out in the notice convening this meeting, provided that such amount of Shares so repurchased shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the said resolution.’’

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NOTICE OF ANNUAL GENERAL MEETING

1. ‘‘THAT the exercise by the Directors of all powers of the Company to grant awards of options and/or restricted share units (the ‘‘RSUs’’) pursuant to the share award scheme adopted by the Company on November 24, 2014 (the ‘‘Share Award Scheme’’) in respect of a maximum number of the underlying new shares that is equivalent to 3 per cent. of the shares in issue as at the date of passing this resolution during the period from the date of passing this resolution until the earlier of (a) the conclusion of the Company’s next annual general meeting, (b) the end of the period within which the Company is required by any applicable law or its bye-laws to hold its next annual general meeting and (c) the date on which this resolution is varied or revoked by an ordinary resolution of the Company’s shareholders in general meeting (the ‘‘Applicable Period’’), and to allot, issue and deal with shares underlying the options and/or RSUs granted pursuant to the Share Award Scheme during the Applicable Period as and when such options and/ or RSUs vest, be and is hereby generally and unconditionally approved.’’

By Order of the Board

ALIBABA HEALTH INFORMATION TECHNOLOGY LIMITED WANG Lei

Chief Executive Officer and Executive Director

Hong Kong, June 26, 2017

Registered Office:

Canon’s Court 22 Victoria Street Hamilton, HM 12 Bermuda

Head office and principal place of business in Hong Kong:

26/F Tower One Times Square 1 Matheson Street Causeway Bay Hong Kong

Notes:

1. All resolutions at the Annual General Meeting will be taken by poll pursuant to the bye-laws of the Company and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) and the results of the poll will be published on the websites of the Stock Exchange and the Company in accordance with the Listing Rules.

2. All persons who are registered holders of the Shares on Thursday, July 20, 2017, the record date for the meeting, will be entitled to attend and vote at the meeting. In order to be entitled to attend and vote at the Annual General Meeting, all transfer documents, accompanied by the relevant share certificates, must be lodged with office

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NOTICE OF ANNUAL GENERAL MEETING

of the Company’s Hong Kong branch share registrar, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4: 30 p.m. on Thursday, July 20, 2017.

1. Any shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him/her. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

2. Any shareholder of the Company whose ownership is either recorded through the Central Clearing and Settlement System (CCASS) or maintained with a licensed securities dealer (i.e. not directly recorded in his own name in the Register of Members of the Company) shall only be entitled to vote by providing its instructions to vote to HKSCC Nominees Limited either directly as a CCASS Participant or through its licensed securities dealer and the relevant financial intermediaries. In order to attend and vote at the meeting, any such shareholder shall be appointed by HKSCC Nominees Limited as its proxy to attend and vote instead of him/her.

3. In order to be valid, the form of proxy must be deposited at the office of the Company’s Hong Kong branch share registrar, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. As at the date of this notice, the board of the Directors comprises eight Directors, of whom (i) one is an executive Director, namely Mr. WANG Lei; (ii) four are nonexecutive Directors, namely Mr. WU Yongming, Mr. TSAI Chung, Joseph, Ms. HUANG Aizhu and Mr. KANG Kai; and (iii) three are independent nonexecutive Directors, namely Mr. YAN Xuan, Mr. LUO Tong and Mr. WONG King On, Samuel.

5. The retiring Directors standing for re-election at the Annual General Meeting are Mr. WANG Lei, Mr. WU Yongming and Mr. TSAI Chung, Joseph.

6. In the event of a conflict between any translation and the English text hereof, the English text will prevail.

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