Cocoon Holdings Limited — Proxy Solicitation & Information Statement 2018

Jun 19, 2018

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,

ELECTION OF EXECUTIVE DIRECTOR,

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 19/F, Building B, Greenland Center, Chaoyang District, Beijing, the PRC on Friday, July 20, 2018 at 10: 30 a.m. (the ‘‘Annual General Meeting’’) is set out on pages 21 to 26 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 20, 2018

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
Election of an additional executive Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Voting by way of poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Appendix — Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21

– i –

DEFINITIONS

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

• ‘‘2017 Share Award Mandate’’

• specific mandate granted at the annual general meeting of the Company held on July 26, 2017 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

• ‘‘2017 Share Award Mandate Applicable Period’’

• period from the granting of the 2017 Share Award Mandate and up to the Latest Practicable Date

• ‘‘2018 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

• ‘‘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 19/F, Meeting’’ Building B, Greenland Center, Chaoyang District, Beijing, the PRC on Friday, July 20, 2018 at 10: 30 a.m., the notice of which is set out on pages 21 to 26 of this circular

• ‘‘Applicable Period’’ the period from the date of passing the resolution granting the 2018 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 2018 Share Award Mandate is varied or revoked by an ordinary resolution of the Shareholders in general meeting

• ‘‘Board’’

• the board of Directors

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

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

– 1 –

DEFINITIONS

• ‘‘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)

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

• ‘‘Director(s)’’ the director(s) 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 12, 2018, 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

– 2 –

DEFINITIONS

• ‘‘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

• ‘‘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 in 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. SHEN Difan (Chief Executive Officer)

Non-executive Directors:

Mr. WU Yongming (Chairman) Mr. WANG Lei Mr. KANG Kai Ms. ZHANG Yu

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 20, 2018

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, ELECTION OF EXECUTIVE DIRECTOR, 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 grant of the Issue Mandate, the Repurchase Mandate, and the 2018 Share Award Mandate, the election of an additional executive Director and the re-election of retiring Directors.

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LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the annual general meeting of the Company held on July 26, 2017, 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 1,969,014,107 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 984,507,053 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 July 26, 2017, the 2017 Share Award 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 an ordinary resolution at the Annual General Meeting to give the Directors a specific mandate (the ‘‘2018 Share Award 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 2018 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 2018 Share Award Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the

– 5 –

LETTER FROM THE BOARD

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 295,352,116 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

A summary of the principal terms of the Share Award Scheme, in respect of which the 2018 Share Award Mandate is being sought for granting Share Awards in the Applicable Period, was set out in the Company’s circular dated October 31, 2014.

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 Directors confirmed that no changes have been made to the terms and provisions of the Share Award Scheme since its adoption at the special general meeting held on November 24, 2014.

The 2017 Share Award Mandate

Pursuant to the 2017 Share Award Mandate granted to the Board at the annual general meeting of the Company on July 26, 2017, the Board was authorized to grant awards of Options and/or RSUs pursuant to the Share Award Scheme in respect of 281,407,107 Shares, representing approximately 3 per cent. of the Company’s issued share capital as at

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LETTER FROM THE BOARD

the date of that annual general meeting, during the period from the date of passing the resolution granting the 2017 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.

Share Awards Granted

As at the Latest Practicable Date, a total of 35,655,000 Options had been granted pursuant to the 2017 Share Award Mandate. The table below summarizes the details of such Options granted:

				Validity and
Participants	No. of Options	Grant Date	Exercise Price	Vesting Period
41 grantees who are	14,797,000	August 3, 2017	HK$3.686	Validity Period:
not connected			per Share
persons of the				10 years from August 3,
Company				2017
				Vesting Period:
				Please refer to the
				Company’s announcement
				dated August 3, 2017
12 grantees who are	11,739,000	October 10, 2017	HK$4.40	Validity Period:
not connected			per Share
persons of the				10 years from October 10,
Company				2017
				Vesting Period:
				Please refer to the
				Company’s announcement
				dated October 10, 2017
3 grantees who are	929,000	February 1, 2018	HK$4.144	Validity Period:
not a connected			per Share
person of the				10 years from February 1,
Company				2018
				Vesting Period:
				Please refer to the
				Company’s announcement
				dated February 1, 2018
1 grantee who is a	8,190,000	June 8, 2018	HK$7.240	Validity Period:
connected person			per Share
of the Company				10 years from June 8, 2018
				Vesting Period:
				Please refer to the
				Company’s announcement
				dated June 8, 2018

– 7 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, a total of 66,286,776 RSUs had been granted pursuant to the 2017 Share Award Mandate for nil consideration. The table below summarizes the details of such RSU granted:

			Number of new
			Shares to be
			issued upon
Participants	No. of RSUs Grant Date	Vesting Period	vesting
50 grantees who are not connected	8,475,200 August 3, 2017	within 4 years	8,475,200
persons of the Company		from August 3,
		2017
16 grantees who are not connected	10,181,000 October 10, 2017	within 4 years	10,181,000
persons of the Company		from October 10,
		2017
1 grantee who is a connected	296,000 October 10, 2017	within 4 years	Nil
persons of the Company		from October 10,
		2017
13 grantees who are not connected	3,911,000 February 1, 2018	within 4 years	3,911,000
persons of the Company		from February 1,
		2018
255 grantees who are not	40,753,576 June 8, 2018	within 4 years	40,753,576
connected persons of the		from June 8, 2018
Company
5 grantees who are connected	2,670,000 June 8, 2018	within 4 years	Nil
persons of the Company		from June 8, 2018

The number of Shares that underlie the Share Awards granted during the 2017 Share Award Mandate Applicable Period is 101,941,776, representing approximately 1.087% of the total issued capital of the Company as at the date of the Company’s annual general meeting held on July 26, 2017, of which 98,975,776 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 2,966,000 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 2017 Share Award Mandate Applicable Period represents approximately 35.17% of the maximum number of Shares that underlie the Share Awards which the Board is authorized to grant under the 2017 Share Award Mandate.

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LETTER FROM THE BOARD

Utilization

The table below summarizes the utilization of the 2017 Share Award Mandate as at the Latest Practicable Date:

Total number of Share Awards granted pursuant to the 2017 Share
Award Mandate	101,941,776
— No. of Options cancelled/lapsed	1,973,000
— No. of RSUs cancelled/lapsed	2,025,225
— No. of Options exercised	—
— No. of RSUs vested	4,829,356
Total number of Share Awards granted during the 2017 Share Award
Mandate Applicable Period outstanding as at the Latest Practicable
Date	93,114,195
Total number of Share Awards which remain available for granting
pursuant to the 2017 Share Award Mandate between the Latest
Practicable Date and the conclusion of the AGM	183,463,556

The Directors confirmed that as at the Latest Practicable Date, the Company intends to grant not more than 183,463,556 Share Awards pursuant to the 2017 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:	119,631,600
Total	no. of RSUs granted:	165,926,366
—	No. of Options cancelled/lapsed:	36,900,000
—	No. of RSUs cancelled/lapsed:	28,886,466
—	No. of Options exercised:	2,370,750
—	No. of RSUs vested:	39,655,150
Total	no. of Options outstanding as at the Latest Practicable Date	80,360,850
Total	no. of RSUs outstanding as at the Latest Practicable Date	97,384,750
Total	no. of Share Awards outstanding as at the Latest Practicable Date	177,745,600

The 2018 Share Award Mandate

As set out on page 24 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 2018 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.

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LETTER FROM THE BOARD

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. Pursuant to the Listing Rules, the maximum number of Shares which may be issued upon exercise of all outstanding Options and/or RSUs granted and yet to be exercised under the Share Award Scheme will not exceed 30% of the total number of Shares in issue from time to time. Subject to the passing of the relevant resolution to approve the 2018 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 295,352,116 underlying new Shares.

For the avoidance of doubt, any Shares issued pursuant to the 2018 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 2018 Share Award Mandate. Shareholders who were also Participants under the Share Award Scheme would be required to abstain from voting on the 2018 Share Award Mandate at the Annual General Meeting.

As at the Latest Practicable Date, a total of 299 grantees under the Share Award Scheme held 177,745,600 Shares (which represents approximately 1.81% 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 two Directors, namely Mr. Wang Lei and Mr. Kang Kai, holding 2,271,500 Shares and 74,000 Shares, respectively, as a result of the vesting of RSUs granted to him, and directors of the subsidiaries of the Company, holding 7,912,300 Shares in total as a result of the exercising and vesting of Options and RSUs (as applicable) granted to them. All such 299 grantees are required to abstain from voting on resolution no. 7 in relation to the 2018 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.

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 2018 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

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LETTER FROM THE BOARD

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 2018 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 2017 Share Award Mandate and may be authorized to grant under the 2018 Share Award Mandate, upon vesting and/or 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 Share Awards to be Granted Scenario’’).

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LETTER FROM THE BOARD

Perfect Advance Holding Limited Ali JK Nutritional Products 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 2017 Share Award Mandate after the Latest Practicable Date Participants that may be granted Share Awards pursuant to the 2018 Share Award Mandate Other Shareholders Total	As at the Practicabl Number of Shares 4,420,628,008 1,629,925,000 777,484,030 — — — 3,017,033,499 9,845,070,537	Latest e Date % 44.90 16.56 7.90 — — — 30.64 100	Full Vesting of Outstanding Share Awards Scenario Number of Shares % 4,420,628,008 44.15 1,629,925,000 16.28 777,484,030 7.76 168,225,300 1.68 — — — — 3,017,033,499 30.13 10,013,295,837 100	Full Vesting of Sha Granted S Number of Shares 4,420,628,008 1,629,925,000 777,484,030 168,225,300 183,463,556 295,252,116 3,017,033,499 10,492,111,509	re Awards to be cenario % 42.13 15.53 7.41 1.60 1.75 2.81 28.77
					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 2018 Share Award Mandate.

ELECTION OF AN ADDITIONAL EXECUTIVE DIRECTOR

Reference is made to the announcement of the Company dated June 19, 2018 in relation to the proposed appointment of Mr. Wang Qiang as executive Director. The Board resolved to nominate Mr. Wang as an additional executive Director for election by the Shareholders at the Annual General Meeting.

The biography of Mr. Wang and the particulars of his proposed appointment as executive Director are as follows:

Mr. Wang Qiang, 41, joined the Group as chief financial officer since September 2017, and is responsible for the Group’s financial management, capital markets, internal controls and procurement. He currently serves as a director of certain subsidiaries of the Company and also acts as a consultant to Alibaba Group. Prior to joining the Group, Mr. Wang was Vice President of Intime Retail (Group) Company Limited (‘‘Intime’’) since January 2014 and Chief Financial Officer of Intime since July 2014, and was responsible for the company’s financial management, cost control, investment development, legal affairs, information management, capital markets and investor relations. He had been Assistant to President of Intime since February 2012 and general manager of financial management department of Intime since March 2008, responsible for Intime’s financial management. Prior to joining Intime, he took various financial management positions in Veolia Water, Asia Pacific and ABB China from 1999 to 2008. Mr. Wang was also a director of Wuhan Department Store Group Co., Ltd. (SZSE: 00501) from December 2013 to June 2018. He graduated from the accounting department of Renmin University of China in 1999 and obtained a bachelor’s degree in economics.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, Mr. Wang was interested in 4,000,000 Shares and 1,200,000 Shares, respectively, underlying the Options and RSUs granted to him in accordance with the Share Award Scheme, within the meaning of Part XV of the SFO.

Save as disclosed, as at the Latest Practicable Date, Mr. Wang did not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.

Save as disclosed, 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.

Subject to the approval by the Shareholders of his appointment as executive Director at the Annual General Meeting, Mr. Wang is expected to enter into an appointment letter with the Company in relation to such proposed appointment for a term of one year commencing from the date of the Annual General Meeting. The term of such appointment shall be renewable for a one-year period upon expiry of each term, 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.

In addition to the Share Awards granted to him in accordance with the Share Award Scheme as aforementioned, Mr. Wang is entitled to receive a salary of RMB96,300 per month as chief financial officer of the Group. His remuneration was determined with reference to his experience and prevailing market rates. Mr. Wang will not receive remuneration from the Company for his position as executive Director, if such appointment is approved by the Shareholders at the Annual General Meeting.

RE-ELECTION OF RETIRING DIRECTORS

In accordance with bye-law 99 and bye-law 102 of the Bye-Laws, Mr. Shen Difan, Mr. Kang Kai, Ms. Zhang Yu and Mr. Yan Xuan will be retiring from office at the Annual General Meeting. Mr. Shen Difan, Ms. Zhang Yu and Mr. Yan Xuan, being eligible, will offer themselves for re-election at the Annual General Meeting. Mr. Kang Kai will not offer himself for re-election at the Annual General Meeting. Mr. Kang has confirmed that he has no disagreement with the Board and there is no matter that needs to be brought to the attention of the Stock Exchange or the Shareholders.

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

EXECUTIVE DIRECTOR

MR. SHEN DIFAN

Mr. Shen Difan, aged 39, was appointed as the executive Director and chief executive officer of the Company on March 29, 2018. He currently serves as a director of certain subsidiaries of the Company. Prior to his current position, he was the general manager of Alibaba Group’s AliExpress business from March 2012, and led

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LETTER FROM THE BOARD

the rapid expansion of AliExpress, growing Alibaba Group’s overseas brand influence. Mr. Shen joined Alibaba Group in 2004 and had held various positions in Alibaba Group, including the B2B product operations, security department and advertising product department. Mr. Shen holds a bachelor’s degree in computing from Yantai University. Mr. Shen also acts as a consultant to Alibaba Group.

As at the Latest Practicable Date, Mr. Shen was interested in 8,190,000 Shares and 1,170,000 Shares, respectively, underlying the Options and RSUs granted to him in accordance with the Share Award Scheme, within the meaning of Part XV of the SFO. Save as disclosed herein, as at the Latest Practicable Date, Mr. Shen did not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.

Save as disclosed herein, Mr. Shen 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.

Mr. Shen entered into an appointment letter with the Company for a term of one year commencing from March 29, 2018, 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 ByeLaws. Mr. Shen is entitled to receive a salary of RMB115,000 per month as chief executive officer of the Company, but does not receive remuneration as executive director. His remuneration as chief executive officer was determined with reference to his experience and prevailing market rates. For the year ended March 31, 2018, Mr. Shen did not receive any remuneration from the Group.

NON-EXECUTIVE DIRECTORS

MS. ZHANG YU

Ms. Zhang Yu, aged 45, joined Alibaba Holding in November 2015, and is the vice president of finance at Alibaba Holding. She is also a director of Suning Commerce Group Co., Ltd. (蘇寧雲商集團股份有限公司) (a company listed on the Shenzhen Stock Exchange) since March 2017, a supervisor of Ant Small and Micro Financial Services Group Co., Ltd.* (浙江螞蟻小微金融服務集團股份有限公司) since December 2016 and the financial controller and the supervisor of various subsidiaries of Alibaba Holding. Ms. Zhang was an independent non-executive director of Alibaba Pictures Group Limited (SEHK: 1060) from June 2014 to November 2015. She was a partner of the Corporate Finance Audit (CFA) function in Siemens AG’s East Asia Pacific Region since October 2010 where she managed a team of professionals across the finance, operations, IT, compliance and forensic audit disciplines, serving regions and countries such as the PRC, Southeast Asia, Korea, Japan, Australia and New Zealand. Before joining Siemens AG, Ms. Zhang was a partner at KPMG, where she had worked for more than 14 years serving large multinational companies and PRC companies. She has extensive business experience working with audit committees and management. Ms. Zhang holds a bachelor’s degree in economics from Renmin

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LETTER FROM THE BOARD

University of China and a master’s degree in accounting from University of Denver, the United States. She is also a Certified Public Accountant in the PRC and the United States.

As at the Latest Practicable Date, Ms. Zhang was not interested or deemed to be interested in any Shares or underlying Shares pursuant to Part XV of the SFO nor did she have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.

Save as disclosed herein, Ms. Zhang 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.

Ms. Zhang has entered into an appointment letter with the Company for a term of one year commencing from December 29, 2017, which is renewable for a one-year period upon expiry of each term. She is subject to retirement by rotation and reelection at the annual general meetings of the Company in accordance with the provisions of the Bye-Laws. Ms. Zhang did not receive any remuneration from the Group for the year ended March 31, 2018.

INDEPENDENT NON-EXECUTIVE DIRECTOR

MR. YAN XUAN

Mr. YAN Xuan, aged 56, was appointed as an independent non-executive Director of the Company on May 9, 2014. Appointed in June 2011, Mr. Yan was President of Nielsen Holdings N.V. Greater China. He became Chairman of Growth Markets of Nielsen Holdings N.V. in January 2018. Before joining Nielsen Holdings N.V., Mr. Yan spent close to two decades in China in senior and executive positions with leading global companies, such as AT&T, Microsoft Corporation, Oracle Corporation and Qualcomm Incorporated. Mr. Yan was previously a vice chairman of the board of governors of American Chamber of Commerce in China from January to December 2008 as well as a member of the board of directors of the United States Information Technology Office. Mr. Yan also served as a director or vice-chairman on the boards of directors of several US-China telecom equipment and software joint ventures. Mr. Yan received his juris doctor from Duke University School of Law, U.S. as a Richard M. Nixon Scholar in 1987, and attended the Advanced Management Program at Harvard Business School, U.S. in 2000.

As at the Latest Practicable Date, Mr. Yan 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.

Save as disclosed herein, Mr. Yan 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.

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LETTER FROM THE BOARD

Mr. Yan has entered into an appointment letter with the Company for a term of one year commencing from 9 May 2014, 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 ByeLaws. Mr. Yan is entitled to receive a total of HK$316,800 per annum for serving as an independent non-executive Director, a member of the audit committee and the chairman of the remuneration committee of the Company. His remuneration was determined with reference to his experience and prevailing market rates. Mr. Yan received remuneration of RMB244,000 from the Group for the year ended March 31, 2018.

ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at 19/F, Building B, Greenland Center, Chaoyang District, Beijing, the PRC on Friday, July 20, 2018 at 10: 30 a.m. is set out on pages 21 to 26 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 2018 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 ByeLaws.

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.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the proposed resolutions for approval of the Issue Mandate, the Repurchase Mandate, the 2018 Share Award Mandate, the election of the additional executive Director 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.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

GENERAL INFORMATION

Your attention is drawn to the additional information set out in the Appendix to this circular. The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

By Order of the Board SHEN Difan 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 9,845,070,537 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 984,507,053 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, 2018, 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 were as follows:

	Highest	Lowest
	traded price	traded price
	HK$	HK$
2017
June	4.21	3.52
July	4.11	3.66
August	3.74	3.26
September	4.08	3.45
October	4.70	3.84
November	4.60	3.75
December	4.11	3.61
2018
January	4.40	3.93
February	4.13	3.48
March	4.24	3.77
April	4.26	3.83
May	7.84	3.93
June (up to Latest Practicable Date)	8.53	6.70

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [76 x 32] 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 19/F, Building B, Greenland Center, Chaoyang District, Beijing, the PRC on Friday, July 20, 2018 at 10: 30 a.m. (the ‘‘Annual General Meeting’’) to transact the following businesses:

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 auditor for the year ended March 31, 2018.

2. (a) To elect Mr. WANG Qiang as an executive director of the Company.

3. (b) To re-elect the following retiring directors of the Company:

   • (i) Mr. SHEN Difan as an executive director of the Company;

   • (ii) Ms. ZHANG Yu as a non-executive director of the Company; and

   • (iii) Mr. YAN Xuan as an independent non-executive director of the Company.

4. (c) To authorize the board of directors of the Company (the ‘‘Board’’) to fix the directors’ remuneration.

5. To re-appoint Ernst & Young as the auditor of the Company and to authorize the Board to fix its remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

As special business

To consider and, if though fit, pass each of the following resolutions, with or without amendments, as an ordinary resolution:

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 of the Company (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 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;

3. (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;

4. (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,

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NOTICE OF ANNUAL GENERAL MEETING

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 earlier of:

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

• (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; and

• (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 recognized regulatory body or any stock exchange in any territory applicable to the Company).’’

5. ‘‘THAT:

• (a) subject to paragraph (b) below, the exercise by the Directors 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 recognized 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

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NOTICE OF ANNUAL GENERAL MEETING

• (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.’’

• ‘‘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.’’

• ‘‘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 SHEN Difan

Chief Executive Officer and Executive Director

Hong Kong, June 20, 2018

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NOTICE OF ANNUAL GENERAL MEETING

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 Monday, July 16, 2018, 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 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 Monday, July 16, 2018.

3. 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.

4. 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.

5. 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

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NOTICE OF ANNUAL GENERAL MEETING

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.

1. 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. SHEN Difan; (ii) four are nonexecutive Directors, namely Mr. WU Yongming, Mr. WANG Lei, Mr. KANG Kai and Ms. ZHANG Yu; and (iii) three are independent non-executive Directors, namely Mr. YAN Xuan, Mr. LUO Tong and Mr. WONG King On, Samuel.

2. The retiring Directors standing for re-election at the Annual General Meeting are Mr. SHEN Difan, Mr. YAN Xuan and Ms. ZHANG Yu.

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

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