Elife Holdings Limited — Proxy Solicitation & Information Statement 2024

Sep 5, 2024

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 223)

FORM OF PROXY FOR ANNUAL GENERAL MEETING FOR THE YEAR ENDED 31 MARCH 2024 TO BE HELD ON 30 SEPTEMBER 2024

I/We [(Note 1)]

of

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

ordinary shares of HK$0.1 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/our proxy to attend, act and vote for me/us and on my/our behalf at the annual general meeting (the “ AGM ”) (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 Monday, 30 September 2024 at 11:00 a.m. in respect of the resolutions set out in the notice of AGM 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 consider and approve the audited consolidated the reports of the directors of theCompany(the “Director(s)”) and the auditor for the financialyear ended 31 March 2024.
2.	(a)To re-elect Mr. Zhao Zhenzhongas an executive Director.
	(b)To re-elect Mr. Guo Wei as an executive Director.
	(c)To re-elect Mr. WongHoi Kuen as an independent non-executive Director.
	(d)To re-elect Mr. Cheng Wing Keung, Raymond as an independent non-executiveDirector.
	(e)To authorise the board of Directors (the “Board”) to fix the Directors’ remuneration.
3.	To re-appoint HLB Hodgson Impey Cheng Limited as the Company’s auditor andauthorise the Board to fix their remuneration for theyear ending31 March 2025.
	SPECIAL RESOLUTION	For(Note 4)	Against(Note 4)
4.	To approve and confirm the adoption of the amended and restated memorandum ofassociation and second amended and restated articles of association of the Company andto authorise any one director of the Company to execute all such documents and do allsuch other acts and things to effect the same.

* The full text of the proposed resolutions is set out in the notice of AGM dated 6 September 2024.

Signature [ (Note 5)] :

Date this day of 2024

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 AGM 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 AGM other than those referred to in the notice convening the AGM.

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 notarially certified copy thereof, must be deposited at the Company’s share registrar in Hong Kong, Tricor Tengis Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, 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 AGM (or any adjournment thereof).

8. A proxy need not be a member of the Company but must attend the AGM 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 AGM or any adjournment thereof if you so wish.