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Fangzhou Inc. — Proxy Solicitation & Information Statement 2026
May 22, 2026
50964_rns_2026-05-22_f155722a-de0d-4c4b-b5e2-2bc35ad7b6ef.pdf
Proxy Solicitation & Information Statement
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方舟健客
Fangzhou Inc.
方舟云康控股有限公司
(A company incorporated in the Cayman Islands with limited liability)
(Stock code: 6086)
FORM OF PROXY
ANNUAL GENERAL MEETING TO BE HELD ON JUNE 16, 2026
OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF
I/We (Note 1)
of (Note 1)
being the registered holder(s) of (Note 2) ____ shares of US$0.00002 each in the capital of Fangzhou Inc. (the “Company”), HEREBY APPOINT (Note 3) the chairman of the meeting or ____ of (Note 3)
with (Email address) _______
as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company (the “AGM”) to be held by way of a virtual meeting via online platform on Tuesday, June 16, 2026 at 9:30 a.m. or at any adjournment or postponement thereof (as the case may be) for the purpose of considering and, if thought fit, passing the following resolutions as set out in the notice convening the AGM dated May 22, 2026 (the “Notice of AGM”) and at the AGM or at any adjournment or postponement thereof (as the case may be) to vote for me/us in my/our name(s) in respect of the said resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.
| ORDINARY RESOLUTIONS | FOR (Note 4) | AGAINST (Note 4) | |
|---|---|---|---|
| 1. | To receive and adopt the audited consolidated financial statements and the reports of the directors and auditor of the Company and its subsidiaries for the year ended December 31, 2025. | ||
| 2. | (A) To re-elect the following persons as the directors of the Company (the “Director(s)”): | ||
| (i) To re-elect Mr. ZOU Yuming as an executive Director; | |||
| (ii) To re-elect Mr. WANG Haijiao as an executive Director; | |||
| (iii) To re-elect Mr. XIE Fangmin as a non-executive Director; | |||
| (iv) To re-elect Ms. KANG Wei as an independent non-executive Director. | |||
| (B) To authorise the board of Directors (the “Board”) to fix the remuneration of the Directors. | |||
| 3. | To re-appoint KPMG as the auditor of the Company and authorise the Board to fix their remuneration. | ||
| 4. | (A) To grant a general mandate to the Directors to allot, issue and deal with additional shares (including any sale or transfer of treasury shares out of the treasury) not exceeding 20% of the issued shares of the Company (excluding any treasury shares). | ||
| (B) To grant a general mandate to the Directors to repurchase shares not exceeding 10% of the issued shares of the Company (excluding any treasury shares). | |||
| (C) To extend the authority given to the Directors pursuant to ordinary resolution numbered 4(A) to allot, issue and deal with additional shares (including any sale or transfer of treasury shares out of the treasury) by adding the number of shares repurchased under ordinary resolution numbered 4(B). | |||
| SPECIAL RESOLUTION | |||
| 5. | To approve the proposed amendments to the existing articles of association of the Company by adopting the new articles of association of the Company* |
Dated ____ day of ____, 2026
Signature(s) (Note 5) _______
Notes:
- Full name(s) and address(es) must be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.
- Please insert the number of shares 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 shares of the Company registered in your name(s).
- A member who is a holder of two or more shares and entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote on his/her behalf provided that if more than one proxy is so appointed, the appointment shall specify the number of shares of which each such proxy is so appointed. If any proxy other than the chairman of the AGM is preferred, strike out the words “the chairman of the meeting or” and insert the name and address of the proxy desired in the space provided.
- IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK THE BOX MARKED “AGAINST”. Failure to tick a box will entitle your proxy to cast your vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any amendment of a resolution or any resolution properly put to the AGM other than those referred to in the Notice of AGM.
- This proxy must be signed by you or your attorney duly authorised in writing or, in case of a corporation, either executed under seal or under the hand of an officer, attorney or other person duly authorized to sign the same.
- 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 of each power or authority, must be lodged with the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Quater’s Road East, Wanchai, Hong Kong not later than 48 hours before the time fixed for holding the AGM (i.e. before 9:30 a.m. on Sunday, June 14, 2026) or any adjournment or postponement thereof).
- In the case of joint holders of a share, the vote of the senior who tenders a vote (or by proxy) shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.
- The proxy need not be a member of the Company. Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting at the AGM if he/she/it so wishes. In such event, the instrument appointing a proxy shall be deemed to be revoked.
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ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
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The full text of the special resolution has been set out in the Notice of AGM.
PERSONAL INFORMATION COLLECTION STATEMENT
“Personal Data” in this statement has the same meaning as “personal data” defined in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“PDPO”), which include your and your proxy’s name and address. Your supply of the Personal Data is on a voluntary basis and for the purpose of processing your instructions as stated in this Proxy Form (the “Purpose”). If you fail to supply sufficient information, the Company may not be able to process your instructions. The Company may disclose or transfer the Personal Data to its subsidiaries, its Share Registrar and/or third party service provider who provides administrative, computer and other services to the Company for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. The Personal Data will be retained for such period as may be necessary to fulfil the Purposes (including for verification and record purposes). Request for access to and/or correction of the Personal Data can be made in accordance with the provisions of the PDPO and any such request should be in writing and sent to the Personal Data Privacy Officer of Computershare Hong Kong Investor Services Limited at the above address.