Cocoon Holdings Limited — Proxy Solicitation & Information Statement 2023

Dec 22, 2023

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

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 Forum Room 1, B2/F, Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Tuesday, January 16, 2024 at 2: 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 Taobao Holding Limited on November 28, 2023 (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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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 no. 1(a) and 1(b) and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the 2,558,222,222 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 Taobao Holding Limited in accordance with the terms of the Share Purchase Agreement be and are hereby approved; and

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 2(a).’’

Resolutions in relation to the Exclusive Services Framework Agreement

1. ‘‘THAT

2. (a) subject to the passing of resolutions no. 1(a) and (b), the non-exempt continuing connected transactions contemplated under the exclusive services framework agreement entered into between Hangzhou Jingzhun Health Information Technology Co., Ltd.(杭州精準健康信息科技有限公司) and Hangzhou Alimama Software Services Co., Ltd. (杭州阿里媽媽軟件服務有限公司) on November 27, 2023 and the proposed annual caps for the years ending March 31, 2024, 2025 and 2026, be and are hereby approved, confirmed and ratified; and

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).’’

By Order of the Board

ALIBABA HEALTH INFORMATION TECHNOLOGY LIMITED ZHU Shunyan

Chairman

Hong Kong, December 22, 2023

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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 17/F, Far East Finance Centre, 16 Harcourt Road, 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. The record date for determining the entitlement of the shareholders of the Company to attend and vote at the above meeting will be Wednesday, January 10, 2024. All transfers of shares of the Company accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Secretaries Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration no later than 4: 30 p.m. on Wednesday, January 10, 2024.

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

7. As at the date of this notice, the Board comprises eight directors, of whom (i) three are executive Directors, namely, Mr. ZHU Shunyan, Mr. SHEN Difan and Mr. TU Yanwu; (ii) two are non-executive Directors, namely Ms. HUANG Jiaojiao and Mr. XU Haipeng; and (iii) three are independent non-executive Directors, namely Ms. HUANG Yi Fei (Vanessa), Dr. SHAO Rong and Ms. WU May Yihong.

8. English name for identification purposes only

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