Cocoon Holdings Limited — Proxy Solicitation & Information Statement 2017

Jun 9, 2017

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

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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)

NOTICE OF SPECIAL GENERAL MEETING

Notice is hereby given that a special general meeting (the “ SGM ”) 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 Thursday, June 29, 2017 at 3:30 p.m. for the purposes of considering and, if thought fit, passing (with or without amendments) the following ordinary resolutions:

ORDINARY RESOLUTIONS

Resolutions in relation to the Share Purchase Agreement

1. “ THAT

2. (a) the share purchase agreement entered into between the Company and Ali JK Nutritional Products Holding Limited on May 18, 2017 (the “ Share Purchase Agreement ”) and the connected transaction contemplated thereunder be and are hereby approved, confirmed and ratified; and

3. (b) any one or more of the directors of the Company (the “ Directors ”) for and on behalf of the Company, be and are hereby authorized to sign, seal, execute and deliver all such documents and deeds, and do all such acts, matters and things as they may in their discretion consider necessary, desirable or expedient to give effect to and/or to implement the transactions contemplated in resolution 1(a).”

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Resolution in relation to the increase in authorized share capital

1. “ THAT the authorized share capital of the Company be increased from HK$100,000,000, comprising of 10,000,000,000 shares of par value HK$0.01 each (the “ Shares ”), to HK$150,000,000, comprising of 15,000,000,000 Shares of par value HK$0.01 each, by the creation of 5,000,000,000 Shares of par value HK$0.01 each, each ranking pari passu in all respects with the existing Shares.”

Resolutions in relation to the conditional grant of the specific mandate for the allotment and issue of the Consideration Shares

1. “ THAT

2. (a) subject to the passing of resolutions 1(a), 1(b) and 2 and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the 1,187,500,000 Shares in aggregate as consideration under the Share Purchase Agreement (the “ Consideration Shares ”), the grant of a specific mandate to the Directors with the power and authority to allot and issue the Consideration Shares to Ali JK Nutritional Products Holding Limited in accordance with the terms of the Share Purchase Agreement be and are hereby approved;

3. (b) any one or more of the Directors for and on behalf of the Company, be and are hereby authorized to sign, seal, execute and deliver all such documents and deeds, and do all such acts, matters and things as they may in their discretion consider necessary, desirable or expedient to give effect to and/or to implement the transactions contemplated in resolution 3(a).”

Resolutions in relation to the Framework Technical Services Agreement

1. “ THAT

2. (a) subject to the passing of resolutions 1(a) and 1(b), the software services agreement entered into between Hangzhou Hengping Information Technology Co., Ltd (杭 州衡平信息科技有限公司), Zhejiang Tmall Technology Co., Ltd (浙江天貓技術 有限公司) and Zhejiang Tmall Network Co., Ltd* (浙江天貓網絡有限公司) on May 18, 2017, the non-exempt continuing connected transactions contemplated thereunder and the proposed annual caps for the year ending March 31, 2018, 2019 and 2020, be and are hereby approved, confirmed and ratified;

3. English name for identification purpose only.

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• (b) any one or more of the Directors for and on behalf of the Company, be and are hereby authorized to sign, seal, execute and deliver all such documents and deeds, and do all such acts, matters and things as they may in their discretion consider necessary, desirable or expedient to give effect to and/or to implement the transactions contemplated in resolution 4(a).”

By Order of the Board ALIBABA HEALTH INFORMATION TECHNOLOGY LIMITED WANG Lei

Chief Executive Officer and Executive Director

Hong Kong, June 12, 2017

Notes:

1. All resolutions at the SGM will be taken by poll pursuant to the Bye-laws 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 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 above meeting is entitled to appoint a proxy to attend and vote instead of him. 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.

3. 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.

4. In order to be valid, the form of proxy must be deposited at 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 SGM 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 SGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

5. In the event of inconsistency, the English text of this notice shall prevail over the Chinese text.

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

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