Elife Holdings Limited — Proxy Solicitation & Information Statement 2026

Jan 9, 2026

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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 2025 TO BE HELD ON 30 JANUARY 2026

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 Friday, 30 January 2026 at 11:30 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 financial statement and the reports of
	the directors of the Company (the "Director(s)") and the auditor for the financial year
	ended 31 March 2025.
2.	(a) To re-elect Mr. Zhao Zhenzhong as an executive Director.
	(b) To re-elect Ms. Qin Jiali as an executive Director.
	(c) To re-elect Mr. Guo Wei as an executive Director.
	(d) To re-elect Ms. Tan Xin as an executive Director.
	(e) To re-elect Mr. Zhang Zhilin as an executive Director.
	(f) 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 and
	authorise the Board to fix their remuneration for the year ending 31 March 2026.
4.	To approve the adoption of the New Share Scheme and the Scheme Mandate Limit
	(each as defined in the circular of the Company dated 9 January 2026 (the "Circular")) and the termination of the Existing Share Schemes (as defined in the
	Circular), and to authorise the Directors to do such acts and things and enter into
	such transactions, arrangements and agreements as the Directors may in their sole
	discretion consider necessary, desirable or expedient in order to give full effect to
	and implement the New Share Scheme.
5.	To grant a general mandate to the Directors to allot and issue shares of the Company up
	to 20% of the existing issued share capital of the Company as at the date of passing this
	resolution (excluding treasury shares of the Company, if any).
6.	To grant a general mandate to the Directors to repurchase shares of the Company up to
	10% of the existing issued share capital of the Company as at the date of passing this
	resolution (excluding treasury shares of the Company, if any).
7.	To extend the general mandate granted to the Directors to issue shares of the Company
	under resolution 5 by including the amount of the shares repurchased by the Company under resolution 6.
	SPECIAL RESOLUTION	For (Note 4)	Against (Note 4)
8.	To approve and confirm the adoption of amended and restated memorandum of
	association and the second amended and restated articles of association of the Company
	with immediate effect upon the approval by the shareholders of the Company at the AGM,
	to authorise any Director to execute all such documents and do all such other acts and
	things to effect the same.
*	The full text of the proposed resolutions is set out in the notice of AGM dated 9 January 2026.
	Signature (Note 5): Date this	day of	2026
Notes:

I/We (Note 1)

• 1. Full name(s) and address(es) (as shown in the register of members) to be inserted in BLOCK CAPITALS.
• 1. 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)
• 1. 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.
• 1. 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.
• 1. 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.
• 1. 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.
• 1. 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 Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, or via the designated URL (https://evoting.vistra.com/) 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).
• 1. A proxy need not be a member of the Company but must attend the AGM in person to represent you.
• 1. 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.

Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting of the Company (the "Purposes"). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy's (or proxies') name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Tricor Investor Services Limited at the above address.

PERSONAL INFORMATION COLLECTION STATEMENT