Elife Holdings Limited — Proxy Solicitation & Information Statement 2022

Jan 7, 2022

==> picture [278 x 52] intentionally omitted <==

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 223)

Form of Proxy for Extraordinary General Meeting to be held on 25 January 2022 (or any adjournment thereof)

I/We[(Note][1)] , of[(Note][1)]

being the registered holder(s) of[(Note][2)]

ordinary share(s) of HK$0.02 each in the capital of Elife Holdings Limited (the ‘‘Company’’) HEREBY APPOINT[(Note][3)] the chairman of the meeting, or failing him

of

as my proxy to attend, act and vote for me/us and on my/our behalf at the extraordinary general meeting (the ‘‘EGM’’) (or any adjournment thereof) of the Company to be held at Unit 806, Level 8, Core D, Cyberport 3, 100 Cyberport Road, Hong Kong on Tuesday, 25 January 2022 at 11:00 a.m. or any adjournment thereof in respect of the resolutions set out in the notice of the EGM as indicated below, and if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS For[(Note][4)] Against[(Note][4)]

1. To approve the Share Consolidation (as defined in the circular of the Company dated 10 January 2022 (the ‘‘Circular’’)) and the transactions contemplated in connection with or incidental to the Share Consolidation.

2. To approve, confirm and ratify the Connected New Shares Grant (as defined in the Circular) to the following persons conditional upon the ordinary resolution no. 1 being approved and becoming unconditional and effective:

==> picture [162 x 48] intentionally omitted <==

• (a) grant of 5,800,000 Connected Awarded Shares (as defined in the Circular) to Mr. Zhu Qian;

• (b) grant of 5,400,000 Connected Awarded Shares (as defined in the Circular) to Mr. Zhang Shaoyan;

• (c) grant of 600,000 Connected Awarded Shares (as defined in the Circular) to Mr. Jing Bingkun;

• (d) grant of 600,000 Connected Awarded Shares (as defined in the Circular) to Mr. Chow Chi Fai;

• (e) grant of 600,000 Connected Awarded Shares (as defined in the Circular) to Ms. Lau Yat Ning.

Signature[(Note][5)] : Date this

day of

2022

Notes:

1. Full name(s) and address(es) (as shown in the register of members) to be inserted in BLOCK CAPITALS.

2. Please insert the number of ordinary shares of the Company registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital registered in your name(s).

3. If any proxy other than the chairman of the EGM is preferred, please delete the words ‘‘the chairman of the meeting, or’’ and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ABOVE RESOLUTION, TICK IN THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE ABOVE RESOLUTION, TICK IN THE BOX MARKED ‘‘AGAINST’’. Failure to complete the box will entitle your proxy to cast his votes at his or her discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney or other person duly authorised.

6. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s). For this purpose seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

7. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of such power of attorney or authority, must be deposited at the Company’s Hong Kong branch share registrar and transfer office, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen ’s Road East, Wanchai, Hong Kong, or via the designated URL (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company not less than 48 hours before the time fixed for holding the EGM (or any adjournment thereof) (as the case may be) at which the person named in the instrument proposes to vote.

8. A proxy need not be a member of the Company but must attend the EGM in person to represent you.

9. Completion and return of this form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.