Dingdang Health Technology Group Ltd. — Proxy Solicitation & Information Statement 2025

Apr 29, 2025

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Dingdang Health Technology Group Ltd., you should at once hand this circular and the accompanied form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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.

DINGDANG HEALTH TECHNOLOGY GROUP LTD.

叮噹健康科技集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 09886)

PROPOSED GRANTING OF GENERAL MANDATES

TO ISSUE SHARES AND REPURCHASE SHARES,

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM of Dingdang Health Technology Group Ltd. to be held at 2:00 p.m. on Wednesday, May 28, 2025 at Building 1, Yard 50, Dengshikou Street, Dongcheng District, Beijing, the PRC, is set out on pages 22 to 26 of this circular.

Whether or not you are able to attend the AGM, you are requested to complete and return the accompanied form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM (i.e. not later than 2:00 p.m. on Monday, May 26, 2025) or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.ddjkjt.com).

References to time and dates in this circular are to Hong Kong time and dates.

April 30, 2025

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CONTENTS

Page

Definitions 1

Letter from the Board 4

1. Introduction. 5
2. Proposed Granting of General Mandates to Issue Shares and Repurchase Shares 5
3. Explanatory Statement. 6
4. Proposed Re-election of Retiring Directors 6
5. Notice of Annual General Meeting 7
6. Form of Proxy 8
7. Voting by Poll 8
8. Closure of Register of Members 8
9. Responsibility Statement 9
10. Recommendation. 9
11. General Information 9

Appendix I – Explanatory Statement on the Repurchase Mandate 10

Appendix II – Details of the Directors Proposed for Re-election 18

Notice of Annual General Meeting 22

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DEFINITIONS

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

"2020 RSU Scheme"
the restricted share unit scheme adopted by the Company on May 1, 2020

"AGM" or "Annual General Meeting"
the annual general meeting of the Company to be held at 2:00 p.m. on Wednesday, May 28, 2025 at Building 1, Yard 50, Dengshikou Street, Dongcheng District, Beijing, the PRC or any adjournment thereof, notice of which is set out on pages 22 to 26 of this circular

"Articles" or "Articles of Association"
the articles of association of the Company, as amended and restated from time to time

"associate(s)"
has the meaning as defined under the Listing Rules

"Audit Committee"
the audit committee of the Company

"Board"
the board of Directors

"CCASS"
the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited

"Companies Act"
the Companies Act, Cap 22 (as revised) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time

"Company"
Dingdang Health Technology Group Ltd., an exempted company incorporated in the Cayman Islands with limited liability on August 20, 2014, the Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 09886)

"Controlling Shareholders Group"
a group of controlling shareholders (as defined in the Listing Rules) of the Company, including Mr. Yang Wenlong, Mr. Yang Yibin, Mr. Yang Xiao, Excel Returns Group Limited, Go Prosper Enterprises Corporation, Much Premium Investment Limited, Delight Health Limited, Future Health Limited, Delight Faith Limited, and Go Far Limited

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DEFINITIONS

“Dingdang Medicine Express Technology”	Dingdang Medicine Express Technology Group Ltd. (叮噹快藥科技集團有限公司), a company incorporated under the laws of the PRC on September 2, 2014 with limited liability and a consolidated affiliated entity, which is a holding company of all the other consolidated affiliated entities of our Group
“Director(s)”	the director(s) of the Company
“Group”	the Company, its subsidiaries and its consolidated affiliated entities
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s Republic of China
“Hong Kong Stock Exchange” or “Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Issue Mandate”	a general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise all powers of the Company to allot, issue and deal with Shares (including sale or transfer of the treasury shares, if any) not exceeding in aggregate 20% of the total number of Shares in issue (excluding treasury shares, if any) as at the date of passing of the relevant resolution granting such mandate, and adding thereto any Shares representing the aggregate number of Shares repurchased by the Company pursuant to the authority granted under the Repurchase Mandate
“Latest Practicable Date”	April 25, 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular
“Listing Date”	September 14, 2022, on which the Shares are listed on the Hong Kong Stock Exchange and from which dealings in the Shares are permitted to commence on the Hong Kong Stock Exchange
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time
“Nomination Committee”	the nomination committee of the Company

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DEFINITIONS

“PRC”	the People’s Republic of China
“Pre-IPO Share Option Scheme”	the Pre-IPO share option scheme adopted by the Company on May 1, 2020
“Prospectus”	the prospectus of the Company dated September 1, 2022
“Remuneration Committee”	the remuneration committee of the Company
“Repurchase Mandate”	a general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise all powers of the Company to repurchase Shares on the Stock Exchange of not exceeding in aggregate 10% of the total number of Shares in issue (excluding treasury shares, if any) as at the date of passing of the relevant resolution granting such mandate
“Restricted Share Scheme”	the restricted share scheme adopted by the Company on May 1, 2020
“RMB”	Renminbi, the lawful currency of the PRC
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time
“Share(s)”	ordinary share(s) in the share capital of the Company with a par value of US$0.0001 each
“Shareholder(s)”	the holder(s) of the Share(s)
“Takeovers Code”	the Codes on Takeovers and Mergers and Share Buy-backs, as issued by the Securities and Futures Commission of Hong Kong, as amended, supplemented or otherwise modified from time to time
“treasury shares”	has the meaning ascribed to it under the Listing Rules
“U. S. dollars”, “US$” or “USD”	United States dollars, the lawful currency of the United States of America
“%”	per cent

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LETTER FROM THE BOARD

DINGDANG HEALTH TECHNOLOGY GROUP LTD.

叮噹健康科技集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 09886)

Chairman and Executive Director:
Mr. YANG Wenlong (President)

Executive Directors:
Mr. XU Ning
Mr. YU Lei
Mr. YU Qinglong
Mr. YANG Yibin

Non-executive Director:
Ms. CAI Li

Independent non-executive Directors:
Mr. ZHANG Shouchuan
Dr. FAN Zhenhong
Mr. JIANG Shan

Registered Office:
Maples Corporate Services Limited
PO Box 309
Ugland House
Grand Cayman KY1-1104
Cayman Islands

Head Office and Principal Place of Business in the PRC:
Building 1, Yard 50
Dengshikou Street
Dongcheng District
Beijing
PRC

Principal Place of Business in Hong Kong:
Unit 703, 7/F
Empire Centre, 68 Mody Road
Tsim Sha Tsui, Kowloon
Hong Kong

April 30, 2025

To the Shareholder(s)

Dear Sir or Madam,

PROPOSED GRANTING OF GENERAL MANDATES
TO ISSUE SHARES AND REPURCHASE SHARES,
PROPOSED RE-ELECTION OF RETIRING DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING

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LETTER FROM THE BOARD

1. INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM to seek approval of the Shareholders in respect of, among other matters, (i) the granting of general mandates to issue Shares and repurchase Shares; (ii) the re-election of retiring Directors; and (iii) to give you notice of the AGM at which resolutions will be proposed for the Shareholders to consider and, if thought fit, approve the aforesaid matters.

1. PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

On May 28, 2024, resolutions of the Company were passed to grant the general mandates to the Directors to issue and repurchase Shares. Such general mandates will lapse at the conclusion of the Annual General Meeting. The Directors wish to propose following resolutions at the AGM to give the Directors:

(a) a general mandate to allot, issue and otherwise deal with Shares (including sale or transfer of the treasury shares, if any) not exceeding in aggregate 20% of the total number of Shares in issue (excluding treasury shares, if any) as at the date of passing the resolution granting the Issue Mandate;

(b) a general mandate to repurchase Shares not exceeding in aggregate 10% of the total number of Shares in issue (excluding treasury shares, if any) as at the date of passing the resolution granting the Repurchase Mandate;

(c) a general mandate to extend the number of Shares which can be allotted, issued and dealt with under the Issue Mandate by the addition of the number of Shares purchased under the Repurchase Mandate (the "Extension Mandate").

Each of the Issue Mandate, the Repurchase Mandate and the Extension Mandate will expire at the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles to be held; and (iii) the revocation or variation by ordinary resolutions of the Shareholder(s) in general meeting. It is therefore proposed to seek your approval by way of ordinary resolutions to be proposed at the AGM to approve the Issue Mandate, the Repurchase Mandate and the Extension Mandate. The Directors wish to state that they have no immediate plans to issue any Shares or repurchase any Shares pursuant thereto. Please refer to resolutions numbered 4 to 6 set out in the notice of AGM on pages 22 to 26 of this circular for details of the proposed Issue Mandate, Repurchase Mandate and Extension Mandate.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, the number of issued Shares was 1,319,472,897 Shares. Assuming no further Shares are to be issued or repurchased prior to the AGM, the Issue Mandate will grant the Directors an authority to issue up to 263,894,579 Shares and the Repurchase Mandate will grant the Directors an authority to repurchase 131,947,289 Shares.

3. EXPLANATORY STATEMENT

An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the resolution in respect of the Repurchase Mandate is set out in Appendix I to this circular.

4. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 26.4 of the amended and restated Articles, at every annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. A retiring Director shall retain office until the close of the meeting at which such Director retires and shall be eligible for re-election thereat. The Company at any annual general meeting at which any Directors retire may fill the vacated office by electing a like number of persons to be Directors.

In accordance with Article 26.3 of the amended and restated Articles, any Director appointed by the Board to fill a casual vacancy or as an additional Director to the Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election at that meeting.

Accordingly, at the forthcoming AGM to be held on May 28, 2025, Mr. Yang Wenlong, Mr. Xu Ning and Dr. Fan Zhenhong, will retire from office and being eligible, will offer themselves for re-election at the AGM.

Being the independent non-executive Director eligible for re-election at the AGM, Dr. Fan Zhenhong has given an annual confirmation as to his independence according to the factors on independence set out in Rule 3.13 of the Listing Rules. Nothing has come to the attention of the Board which may adversely affect the independence of Dr. Fan Zhenhong. On the above basis, the Board believes that Dr. Fan Zhenhong shall continue to be independent of the Company in accordance with Rule 3.13 of the Listing Rules.

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LETTER FROM THE BOARD

Dr. Fan Zhenhong has attended all the Board and Board Committee meetings held in the past since he assumed office. Dr. Fan Zhenhong has been actively involved in the Board and has brought to the Board a balanced perspective as well as the knowledge, experience and expertise to perform his functions and duties. By virtue of his background and experience, Dr. Fan Zhenhong is fully aware of the responsibilities and time commitment expected of him in the Company. Dr. Fan Zhenhong has confirmed that he will continue to devote sufficient time to perform his functions and duties as an independent non-executive Director of the Company.

The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contributions of the retiring Directors with reference to the nomination principles and criteria set out in the Company's Board diversity policy, Director nomination policy and the Company's corporate strategy, and the independence of the independent non-executive Director. The Nomination Committee has recommended to the Board on the re-election of all the retiring Directors who are due to retire at the AGM. Pursuant to the Board diversity policy, the selection of candidates for the Board will be based on a number of diversity indicators, including but not limited to gender, age, cultural and educational background, industry experience, technical skills, professional qualifications and skills, knowledge, length of service and other relevant factors. The Company also takes into account the Company's own business model and special needs. The final selection of Director candidates is based on the merit of the candidates and the contribution they will bring to the Board. The Nomination Committee has made recommendations to the Board on the re-election of all retiring Directors. Each of the retiring Directors will continue to provide valuable business experience, knowledge and expertise to the Board to enhance the operational efficiency and diversity of the Company.

Details of the above Directors who are subject to the re-election at the AGM are set out in Appendix II to this circular in accordance with the relevant requirements of the Listing Rules.

5. NOTICE OF ANNUAL GENERAL MEETING

Set out on pages 22 to 26 of this circular is a notice convening the AGM to consider and, if appropriate, to approve, among others, the ordinary resolutions relating to the proposals for the granting of general mandates to issue Shares and repurchase Shares and the re-election of retiring Directors.

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LETTER FROM THE BOARD

6. FORM OF PROXY

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.ddjkjt.com. Whether or not you are able to attend the AGM, you are requested to complete the form of proxy and return it to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the AGM (i.e. not later than 2:00 p.m. on Monday, May 26, 2025) or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

7. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules and the Articles, any vote of Shareholders at a 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. Accordingly, each of the resolutions put to vote at the AGM will be taken by way of poll. An announcement on the poll results will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

On a poll, every Shareholder present in person or by proxy (or being a corporation, by its authorized representative) shall have one vote for each Share registered in his/her/its name in the register of members. A Shareholder entitled to more than one vote needs not use all his/her/its votes or cast all the votes he/she/it has in the same manner.

8. CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining the identity of the Shareholders entitled to attend and vote at the AGM, the register of members of the Company will be closed from Friday, May 23, 2025 to Wednesday, May 28, 2025, both dates inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the AGM, all transfer documents of Shares accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Thursday, May 22, 2025.

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LETTER FROM THE BOARD

9. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, include 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 is no omission of other matters which would make any statement herein or this circular misleading.

10. RECOMMENDATION

The Directors considers that the proposed resolutions in relation to the granting of general mandates to issue Shares and repurchase Shares, the re-election of retiring Directors and other resolution(s) to be proposed at the AGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

11. GENERAL INFORMATION

Your attention is also drawn to the additional information set out in the appendices 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

DINGDANG HEALTH TECHNOLOGY GROUP LTD.

YANG WENLONG

Chairman

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Repurchase Mandate.

1. THE LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions, the most important of which are summarized below:

(i) the shares to be repurchased by a company must be fully paid-up;

(ii) the company has previously sent to its shareholders an explanatory statement complying with the Listing Rules; and

(iii) its shareholders have given a specific approval or a general mandate to its directors to make the purchase(s), by way of an ordinary resolution which complies with the Listing Rules and which has been passed at a general meeting of the company duly convened and held.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,319,472,897 Shares and the Company did not have any treasury shares.

Subject to the passing of the ordinary resolution approving the Repurchase Mandate and on the basis that no further new Shares are issued or repurchased up to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 131,947,289 Shares, representing 10% of the aggregate number of the total issued Shares (excluding treasury shares, if any) as at the date of the passing of the ordinary resolution for repurchase of Shares during the period ending on the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles to be held; or (iii) the revocation or variation of the authority given under the resolution by an ordinary resolution of the Shareholders in a general meeting.

1. REASONS FOR SHARE REPURCHASE

The Directors believe that the Repurchase Mandate 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.

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

Such repurchase may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net assets value per Shares and/or its earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders as a whole.

If the Company repurchases any Shares pursuant to the Repurchase Mandate, the Company may cancel such repurchased Shares or hold them as treasury shares, subject to market conditions and the Group’s capital management needs at the relevant time of the repurchase.

If there are any treasury shares deposited with CCASS pending resale on the Stock Exchange, the Company will adopt appropriate measures to ensure that it does not exercise any Shareholders’ rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in the Company’s own name as treasury shares, which may include approval by the Board that (i) the Company would not (or would procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the treasury shares deposited with CCASS; and (ii) in the case of dividends or distributions, the Company will withdraw the treasury shares from CCASS, and either re-register them in its own name as treasury shares or cancel them, in each case before the record date for the dividends or distributions.

4. FUNDING OF SHARE REPURCHASE

Repurchase of Shares must be funded out of funds legally available for the purpose in accordance with the Articles, the Listing Rules and the applicable laws of the Cayman Islands. A listed company may not repurchase its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Under the Companies Act, repurchases by the Company may made with profits of the Company or out of the proceeds of the issue of new Shares made for the purpose of the repurchase or, if so authorized by the Articles and subject to the Companies Act, out of the share capital and, in the case of any premium payable on the repurchase, out of profits of the Company or from sums standing to the credit of the share premium account of the Company, or, if so authorized by the Articles and subject to the Companies Act, out of the share capital.

5. IMPACT OF SHARE REPURCHASE

There might be a material adverse impact on the working capital or gearing positions of the Company as compared with the positions disclosed in the audited financial statements of the Company for the year ended December 31, 2024 in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period.

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

The Company confirms that neither this Explanatory Statement nor the proposed Repurchase Mandate has any unusual features.

6. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange during the each of the previous twelve months up to the Latest Practicable Date were as follows:

| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2024 | | |
| April | 1.320 | 0.980 |
| May | 2.410 | 1.200 |
| June | 1.490 | 1.010 |
| July | 1.140 | 0.920 |
| August | 1.420 | 0.660 |
| September | 0.740 | 0.410 |
| October | 0.950 | 0.510 |
| November | 0.620 | 0.530 |
| December | 0.650 | 0.480 |
| 2025 | | |
| January | 0.500 | 0.425 |
| February | 0.670 | 0.440 |
| March | 0.520 | 0.425 |
| April (up to and including the Latest Practicable Date) | 0.460 | 0.305 |

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

7. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

8. DIRECTORS, THEIR CLOSE ASSOCIATES AND THE COMPANY'S CORE CONNECTED PERSONS

Neither Directors nor, to the best of their knowledge and having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) has any present intention to sell any Shares to the Company under the Repurchase Mandate in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company, and no core connected person has undertaken not to sell any of the Shares held by him or her to the Company, in the event that the Repurchase Mandate is approved by the Shareholders.

9. TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, 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 Rule 32 of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (as defined in the Takeovers Code), depending on the level of increase in the Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 or Rule 32 of the Takeovers Code.

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, the following Shareholders who are interested in 30% or more of the Company’s issued share capital, according to the register of interests required to be kept by the Company under section 336 of the SFO, were as follows:

Name of Shareholders	Number of Shares interested	Approximate percentage of existing shareholding	Approximate percentage of shareholding if the Repurchase Mandate is exercised in full
Delight Health Limited (1) (8)	660,205,360	50.04%	55.60%
Delight Faith Limited (1) (2) (8)	660,205,360	50.04%	55.60%
Future Health Limited (3) (8)	660,205,360	50.04%	55.60%
Go Far Limited (3) (4) (8)	660,205,360	50.04%	55.60%
Excel Returns Group Limited (5) (8)	660,205,360	50.04%	55.60%
Go Prosper Enterprises Corporation (6) (8)	660,205,360	50.04%	55.60%
Much Premium Investment Limited (6) (8)	660,205,360	50.04%	55.60%
Mr. Yang Wenlong (1) (2) (3) (4) (5) (6) (7) (8)	660,205,360	50.04%	55.60%
Mr. Yang Yibin (1) (2) (8)	660,205,360	50.04%	55.60%
Mr. Yang Xiao (3) (4) (8)	660,205,360	50.04%	55.60%

Notes:

(1) Delight Health Limited directly holds 276,712,555 Shares in the Company and is wholly owned by Delight Faith Limited.

(2) Delight Faith Limited is owned by Mr. Yang Wenlong as to 60% of its equity interests and Mr. Yang Yibin as to 40% of its equity interests.

(3) Future Health Limited directly holds 295,499,475 Shares in the Company and is wholly owned by Go Far Limited.

(4) Go Far Limited is owned by Mr. Yang Wenlong as to 60% of its equity interests and Mr. Yang Xiao as to 40% of its equity interests.

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

(5) Excel Returns Group Limited directly holds 11,760,000 Shares in the Company and is wholly-owned by Delight Faith Limited. Excel Returns Group Limited functions as the platform to hold Shares subject to the Pre-IPO Share Option Scheme and the 2020 RSU Scheme. It will transfer the Shares to the relevant grantees upon exercise of the options under the Pre-IPO Share Option Scheme and/or the vesting of restricted share units under the 2020 RSU Scheme, and the grantee will in turn irrevocably delegate the voting rights attached to such Shares owned by him/her upon vesting to Mr. Yang Wenlong or such other person as designated by Mr. Yang Wenlong. Each of Mr. Yang Wenlong and Excel Returns Group Limited undertakes that, upon Listing, he/it will not exercise voting rights attached to any Shares held by Excel Returns Group Limited in relation to options or restricted share units which have not been exercised or vested.

(6) Go Prosper Enterprises Corporation and Much Premium Investment Limited directly hold 54,400,000 and 21,833,330 Shares in the Company, respectively, and function as the platforms of the Restricted Share Scheme. Go Prosper Enterprises Corporation and Much Premium Investment Limited are wholly-owned by the participants of Restricted Share Scheme.

(7) Mr. Yang Wenlong was indirectly interested in a total of 660,205,360 Shares of the Company, representing approximately 50.04% of the Company's total issued Shares, including (i) 288,472,555 Shares being held through Delight Faith Limited and its subsidiaries, (ii) 295,499,475 Shares being held through Go Far Limited and its subsidiaries, and (iii) 76,233,330 Shares being held or controlled through voting rights entrustment arrangements with Go Prosper Enterprises Corporation and Much Premium Investment Limited.

(8) Mr. Yang Wenlong, Mr. Yang Yibin, Mr. Yang Xiao, Excel Returns Group Limited, Go Prosper Enterprises Corporation, Much Premium Investment Limited, Delight Health Limited, Future Health Limited, Delight Faith Limited and Go Far Limited formed the Controlling Shareholders Group of our Company. As such, each of Mr. Yang Wenlong, Mr. Yang Yibin, Mr. Yang Xiao, Excel Returns Group Limited, Go Prosper Enterprises Corporation, Much Premium Investment Limited, Delight Health Limited, Future Health Limited, Delight Faith Limited and Go Far Limited are deemed to be interested in the Shares held by other members of the Controlling Shareholders Group for purpose of Part XV of the SFO.

As a result of the share repurchases and share cancellations by the Company between October 9, 2024 and December 9, 2024, the shareholdings of the above Shareholders in the Company increased from 49.21% to 50.04% as at December 13, 2024. In the event that the Directors exercise in full the Repurchase Mandate to repurchase Shares, the total interest of the above Shareholders will be increased to approximately 55.60%. Based on the unchanged shareholdings of the above substantial Shareholders as at the Latest Practicable Date, in the event that the Directors exercise the Repurchase Mandate in full on or before December 12, 2025 to repurchase Shares, such Shareholders may be obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. If the Directors exercise the Repurchase Mandate in full after December 12, 2025 to repurchase Shares, such Shareholders will not be obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. The Directors do not have any present intention to exercise the Repurchase Mandate to such an extent as will trigger the Takeovers Code. The Directors are not aware of any other consequences which may arise under the Takeovers Code as a result of any purchase by the Company of its Shares.

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the total number of issued shares of the company would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.

10. SHARE REPURCHASE MADE BY THE COMPANY

During the six months prior to the Latest Practicable Date, the Company has repurchased a total of 22,000,000 Shares on the Stock Exchange, details of which are as follows:

Date of repurchase	No. of Shares repurchased	Highest price paid per Share HK$	Lowest price paid per Share HK$
October 9, 2024	43,000	0.55	0.55
October 15, 2024	1,962,000	0.60	0.57
October 16, 2024	87,500	0.60	0.60
October 17, 2024	540,000	0.60	0.56
October 18, 2024	404,500	0.60	0.59
October 21, 2024	455,500	0.60	0.59
October 23, 2024	240,500	0.60	0.58
October 24, 2024	452,500	0.60	0.59
October 25, 2024	636,000	0.60	0.59
October 28, 2024	210,500	0.60	0.59
October 29, 2024	403,500	0.60	0.59
October 30, 2024	837,000	0.60	0.58
October 31, 2024	411,000	0.60	0.58
November 1, 2024	903,000	0.60	0.58
November 4, 2024	507,000	0.60	0.56
November 5, 2024	353,000	0.59	0.57
November 6, 2024	811,500	0.60	0.56
November 7, 2024	278,500	0.60	0.59
November 8, 2024	255,000	0.60	0.59
November 11, 2024	2,211,500	0.59	0.56
November 12, 2024	538,000	0.60	0.59
November 13, 2024	385,000	0.60	0.58
November 14, 2024	1,093,500	0.60	0.57
November 15, 2024	691,000	0.60	0.56

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

Date of repurchase	No. of Shares repurchased	Highest price paid per Share HK$	Lowest price paid per Share HK$
November 18, 2024	596,500	0.59	0.55
November 19, 2024	453,000	0.56	0.54
November 20, 2024	387,000	0.59	0.56
November 21, 2024	474,000	0.59	0.58
November 22, 2024	1,932,500	0.59	0.54
November 25, 2024	206,500	0.57	0.56
November 26, 2024	580,000	0.57	0.55
November 27, 2024	545,000	0.59	0.56
November 28, 2024	35,000	0.59	0.59
November 29, 2024	60,000	0.59	0.59
December 2, 2024	136,500	0.61	0.61
December 3, 2024	210,500	0.62	0.61
December 4, 2024	355,000	0.64	0.63
December 5, 2024	445,000	0.64	0.61
December 9, 2024	873,000	0.61	0.59

Save as disclosed above, the Company has not purchased, sold or redeemed any of its Shares (whether on the Stock Exchange or otherwise) during the six months prior to the Latest Practicable Date.

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

The biographical details of the Directors proposed to be re-elected at the AGM are set out below:

(1) Mr. Yang Wenlong

Mr. Yang Wenlong (楊文龍) ("Mr. Yang"), aged 63, is the founder and controlling Shareholder of the Company. Mr. Yang was appointed as the executive Director of the Company on August 20, 2014. Mr. Yang is also the Chairman of the Board and President of the Company, and is responsible for supervising daily operations and business development, supervising overall business planning and implementation. Mr. Yang is the chairman of the Nomination Committee.

Mr. Yang is also currently a director of several subsidiaries of the Group, including Dingdang Health Limited and Dingdang Health Technology Group (HK) Limited. Mr. Yang has over 22 years of experience in the pharmaceutical and healthcare industry in the PRC. Mr. Yang has been the chairman of the board of directors and the president of Renhe (Group) Development Co., Ltd. since July 2001. From January 2023, Mr. Yang has been elected as a standing member of the thirteenth session of the Chinese People's Political Consultative Conference (CPPCC) of Jiangxi Province. Mr. Yang is also currently the vice chairman of Jiangxi Federation of Industry and Commerce (General Chamber of Commerce). From March 2013 to December 2022, Mr. Yang served as a deputy officer of the Central Population, Medicine and Health Committee of China National Democratic Construction Association (CNDCA). Mr. Yang served as the chairman of Yichun Federation of Industry and Commerce, and also consecutively served as a member of the eleventh, twelfth and thirteenth session of the National Committee of the CPPCC, a member of the ninth, tenth and eleventh session of CNDCA, as well as the vice chairman of the seventh, eighth and ninth session of Jiangxi Municipal Committee of CNDCA and the vice chairman of Zhangshu Committee of the CPPCC. Mr. Yang served as the chairman of the board and the general manager of Jiangxi Kangmei Medical Health Care Products Co., Ltd. (江西康美醫藥保健品有限公司), a company engages in medical and health business, from November 1998 to July 2001.

Mr. Yang obtained an MBA from Renmin University in November 2004 in Beijing, the PRC, obtained a certificate upon completion of the fifth China CEO program of Cheung Kong Graduate School of Business in November 2010 in Beijing, the PRC and obtained a DrAPS in applied finance from the University of Geneva in Geneva, the Switzerland in November 2022. Mr. Yang holds a certificate of senior economist issued by Ministry of Personnel of Jiangxi Province, now known as Jiangxi Province Human Resources and Social Security Department, in January 2004 and a Chinese herbalist certificate issued by Zhangshu Title Reform Leading Group (樟樹市職稱改革領導小組) in October 1997.

As at the Latest Practicable Date, Mr. Yang was deemed to be interested in an aggregate of 660,205,360 Shares and underlying Shares, within the meaning of Part XV of the SFO. Mr. Yang is a member of our Controlling Shareholders Group, and the father of Mr. Yang Yibin, an executive Director of the Company, and Mr. Yang Xiao, who are also members of our Controlling Shareholders Group.

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Yang has entered into a service contract with the Company and it has been renewed for a term of three years commencing on June 17, 2024 and shall be automatically renewed for a successive period of three years, subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association.

Mr. Yang has not received any monetary director fee as the executive Director as of the Latest Practicable Date but has received certain share-based compensation. For his remaining term as an executive Director, Mr. Yang may receive monetary remuneration from the Group with reference to his specific management position in the Company, which will be determined by the Board based on the recommendations of the Remuneration Committee, taking into account his performance assessment results, the operation and financial results of the Company and the market rate for his position. Details of such remuneration, if any, will be disclosed in the annual report of the Company.

Save as disclosed above, as at the Latest Practicable Date, Mr. Yang (i) did not hold any directorships in any other listed public companies in the past three years, (ii) did not have any other major appointments and professional qualifications, (iii) did not hold any other position at the Company or any subsidiary of the Company, (iv) did not have any relationship with any Director, senior management, substantial Shareholder or controlling Shareholder of the Company. As at the Latest Practicable Date, Mr. Yang has not been subject to any disciplinary actions by any relevant authorities and any stock exchange. Mr. Yang has confirmed that there is no other matter relating to his appointment that needs to be brought to the attention of the Shareholders, nor is there any other information to be disclosed pursuant to the requirements under Rules 13.51(2) (h) to (v) of the Listing Rules as at the Latest Practicable Date.

(2) Mr. Xu Ning

Mr. Xu Ning (徐寧) (“Mr. Xu”), aged 46, was appointed as the executive Director of the Company on May 26, 2021. Mr. Xu is also the Vice President of the Company, and is responsible for assisting the President with the day-to-day operation and management of the Group.

Mr. Xu has served as the vice president and chief financial officer of Dingdang Medicine Express Technology since January 2016 and a director of Dingdang Medicine Express Technology since September 2020. Mr. Xu is also currently a director of several subsidiaries and consolidated affiliated entities of the Group, including Dingdang (Beijing) Health Management Co., Ltd. (叮嘧(北京)健康管理有限公司), Dingdang Kuaiyao (Beijing) Technology Development Co., Ltd. (叮嘧快藥(北京)技術開發有限公司), Tianjin Delight Health Investment Limited (天津健興投資有限公司) and Tianjin Ding Health Technology Limited (天津叮健科技有限公司). Before joining the Group, Mr. Xu held positions in two media companies, including serving as the chief financial

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

officer of Dongfang Fengxing (Beijing) Media Culture Co., Ltd. (東方風行 (北京)傳媒文化有限公司) from July 2009 to December 2015 and the chief financial officer of Shanghai Framedia Advertising Development Co., Ltd. (上海框架廣告發展有限公司) from April 2007 to July 2009. Mr. Xu also served as the financial manager of China Economic Herald from July 2000 to June 2006.

Mr. Xu obtained a bachelor's degree of Tax from Shanghai University of Finance and Economics in Shanghai, the PRC in July 2000. He is an intermediate accountant since May 2007, an associate of The Chinese Institute of Certified Public Accountants (CICPA) since September 2010 (currently non-practising), and an associate of The Chartered Institute of Management Accountants (CIMA) since November 2020.

As at the Latest Practicable Date, Mr. Xu was deemed to be interested in an aggregate of 5,560,000 Shares and underlying Shares within the meaning of Part XV of the SFO.

Mr. Xu has entered into a service contract with the Company and it has been renewed for a term of three years commencing on June 17, 2024 and shall be automatically renewed for a successive period of three years, subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association.

Mr. Xu does not receive director fee as an executive Director, and is entitled to receive an annual remuneration of not more than RMB1,587,000 (but is subject to adjustment upon the approval by the Board) and certain share- or cash-based bonus according to his specific management position in the Group, which was determined by the Board based on the recommendations of the Remuneration Committee, taking into account his performance assessment results, the operation and financial results of the Company and the market rate for his position.

Save as disclosed above, as at the Latest Practicable Date, Mr. Xu (i) did not hold any directorships in any other listed public companies in the past three years, (ii) did not have any other major appointments and professional qualifications, (iii) did not hold any other position at the Company or any subsidiary of the Company, (iv) did not have any relationship with any Director, senior management, substantial Shareholder or controlling Shareholder of the Company. As at the Latest Practicable Date, Mr. Xu has not been subject to any disciplinary actions by any relevant authorities and any stock exchange. Mr. Xu has confirmed that there is no other matter relating to his appointment that needs to be brought to the attention of the Shareholders, nor is there any other information to be disclosed pursuant to the requirements under Rules 13.51(2) (h) to (v) of the Listing Rules as at the Latest Practicable Date.

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

(3) Dr. Fan Zhenhong

Dr. Fan Zhenhong (樊臻宏) (“Dr. Fan”), aged 57, was appointed as an independent non-executive Director of the Company on June 19, 2021 and such appointment is effective from September 1, 2022. Dr. Fan is a member of the Audit Committee and the Nomination Committee as well as the chairman of the Remuneration Committee of the Company, respectively.

Dr. Fan has rich experience working in investment management companies. He currently serves as the responsible officer of First Seafront Financial Limited (第一前海金融有限公司) since September 2019, and a non-executive director of Beijing Jianguang Asset Management Co., Ltd. (北京建廉資產管理有限公司) since October 2014, respectively. From May 2010 to September 2019, Dr. Fan served as the general manager of Tianjin Huitong Taihe Investment Management Co., Ltd. (天津匯通太和投資管理有限公司).

Dr. Fan obtained a bachelor’s degree of communication from Nanjing University of Posts and Telecommunications in Nanjing, the PRC in July 1987, a master’s degree of electrical machinery from Rutgers University in New Jersey, the United States in October 1992, and a PhD in Finance and Statistics from Stern School of Business, New York University in New York, the United States in January 2000, respectively.

Dr. Fan has entered into an appointment letter with the Company for a term of three years from the date of the Prospectus or until the third annual general meeting of the Company since the Listing Date (whichever ends earlier and subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association). Pursuant to the appointment letter entered into with the Company, Dr. Fan is entitled to receive an annual Director’s fee of HK$336,000, which was determined by the Board based on the recommendations of the Remuneration Committee, taking into account his performance assessment results, the operation and financial results of the Company and the market rate for his position. The appointment letter of Dr. Fan will be renewed for a term of three years upon his re-election.

Save as disclosed above, as at the Latest Practicable Date, Dr. Fan (i) did not hold any directorships in any other listed public companies in the past three years, (ii) did not have any other major appointments and professional qualifications, (iii) did not hold any other position at the Company or any subsidiary of the Company, (iv) did not have any relationship with any Director, senior management, substantial Shareholder or controlling Shareholder of the Company. As at the Latest Practicable Date, Dr. Fan did not hold any Shares and underlying Shares within the meaning of Part XV of the SFO and has not been subject to any disciplinary actions by any relevant authorities and any stock exchange. Dr. Fan has confirmed that there is no other matter relating to his appointment that needs to be brought to the attention of the Shareholders, nor is there any other information to be disclosed pursuant to the requirements under Rules 13.51(2) (h) to (v) of the Listing Rules as at the Latest Practicable Date.

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NOTICE OF ANNUAL GENERAL MEETING

DINGDANG HEALTH TECHNOLOGY GROUP LTD.

叮噹健康科技集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 09886)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of Dingdang Health Technology Group Ltd. (the "Company") will be held at Building 1, Yard 50, Dengshikou Street, Dongcheng District, Beijing, the PRC on Wednesday, May 28, 2025 at 2:00 p.m. (or any adjournment thereof) for the following purposes:

ORDINARY RESOLUTIONS

1. To receive and adopt the audited consolidated financial statements of the Company, its subsidiaries and its consolidated affiliated entities and the reports of the directors and auditor of the Company for the year ended December 31, 2024.

2. (a) To re-elect the following directors of the Company (the "Directors"):

i. To re-elect Mr. Yang Wenlong as an executive Director.

ii. To re-elect Mr. Xu Ning as an executive Director.

iii. To re-elect Dr. Fan Zhenhong as an independent non-executive Director.

(b) To authorize the board of Directors of the Company (the "Board") to fix the remuneration of the Directors.

1. To re-appoint Deloitte Touche Tohmatsu as the auditor of the Company and to authorize the Board to fix its remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

To consider, and if thought fit, to pass with or without modification the following resolutions as ordinary resolutions:

1. “THAT:

(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 “Stock Exchange”) (the “Listing Rules”), the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with additional shares (including sale or transfer of the treasury shares, if any (which shall have the meaning ascribed to it under the Listing Rules)) of US$0.0001 each in the share capital of the Company and to make or grant offers, agreements and options (including warrants, bonds 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;

(b) the approval in paragraph (a) above shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds 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 number of shares 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 defined in paragraph (d) below); or (ii) the exercise of the conversion rights attaching to any convertible securities issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company; or (iii) the exercise of warrants to subscribe for shares; or (iv) the exercise of options granted under any share option scheme or similar arrangement for the time being adopted by the Company; or (v) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares in accordance with the articles of association of the Company in force from time to time; shall not exceed 20% of the total number of shares in issue (excluding treasury shares, if any) as at the date of the passing of 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;

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NOTICE OF ANNUAL GENERAL MEETING

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law of the Cayman Islands to be held; or

(iii) the date on which such mandate is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

"Rights Issue" means an offer of shares or an offer or issue of warrants, options or other securities which carry a right to subscribe for shares, open for a period fixed by the Directors to the holders of shares or any class of shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares as at that date (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, or the expense or delay which may be involved in determining the exercise or extent of 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).

1. "THAT:

(a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to repurchase the shares on the Stock Exchange or on any other stock exchange on which 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 Listing Rules or those of any other recognized stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) above of this resolution shall be in addition to any other authorization given to the Directors and shall authorize the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase its shares at a price determined by the Directors;

(c) the aggregate number of shares, which may be repurchased by the Company pursuant to the approval in paragraph (a) above of this resolution during the Relevant Period shall not exceed 10% of the total number of shares in issue (excluding treasury shares, if any) as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

(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;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law of the Cayman Islands to be held; or

(iii) the date on which such mandate is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”

1. “THAT conditional upon resolutions numbered 4 and 5 above being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with additional shares and to make or grant offers, agreements, and options which might require the exercise of such powers pursuant to resolution numbered 4 above be and is hereby extended by the additional thereto of an amount representing the aggregate number of shares repurchased by the Company under the authority granted pursuant to resolution numbered 5 above, provided that such amount shall not exceed 10% of the total number of shares in issue (excluding treasury shares, if any) as at the date of passing the resolution.”

By order of the Board

DINGDANG HEALTH TECHNOLOGY GROUP LTD.

YANG WENLONG

Chairman

Hong Kong, April 30, 2025

Notes:

1. For the purpose of determining the identity of the shareholders entitled to attend and vote at the annual general meeting, the register of members of the Company will be closed from Friday, May 23, 2025 to Wednesday, May 28, 2025, both dates inclusive, during which period no transfer of shares will be registered. All transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Thursday, May 22, 2025.

2. Any shareholders of the Company entitled to attend and vote at the meeting is entitled to appoint one or, if he/she is the holder of two or more shares, more proxies 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.

For the avoidance of doubt and for the purposes of the Listing Rules, holders of treasury shares of the Company (if any) are not entitled to vote at the Company’s general meetings.

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NOTICE OF ANNUAL GENERAL MEETING

1. In the case of joint holders of shares in the Company, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), seniority being determined by the order in which names stand in the register of members.

2. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorized in writing, or if the appointor is a corporation, under the hand of an officer or attorney duly authorized, and must be deposited with the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) not less than 48 hours before the time appointed for the holding of the meeting (i.e. not later than 2:00 p.m. on Monday, May 26, 2025) or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

3. With respect to resolution numbered 2 of this notice, Mr. Yang Wenlong, Mr. Xu Ning and Dr. Fan Zhenhong, shall retire from office of directorship and shall offer themselves for re-election in accordance with the articles of association of the Company. Details of their information which are required to be disclosed under the Listing Rules are set out in Appendix II to the circular of the Company dated April 30, 2025.

4. With respect to resolution numbered 4 of this notice, the Directors of the Company wish to state that they have no immediate plans to issue any new shares of the Company. Approval is being sought from the shareholders of the Company as a general mandate for the purposes of the Listing Rules.

5. With respect to resolution numbered 5 of this notice, the Directors of the Company wish to state that they will exercise the powers conferred by the general mandate to repurchase shares of the Company in circumstances which they deem appropriate for the benefits of shareholders of the Company. The explanatory statement containing the information necessary to enable shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own shares, as required by the Listing Rules, is set out in Appendix I to the accompanied circular dated April 30, 2025.

6. Pursuant to Rule 13.39(4) of the Listing Rules, voting for all the resolutions set out in this notice will be taken by poll at the above meeting. On a poll, votes may be given either personally or by proxy.

As of the date of this notice, the executive Directors are Mr. YANG Wenlong, Mr. XU Ning, Mr. YU Lei, Mr. YU Qinglong and Mr. YANG Yibin, the non-executive Director is Ms. CAI Li, and the independent non-executive Directors are Mr. ZHANG Shouchuan, Dr. FAN Zhenhong and Mr. JIANG Shan.

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