HealthyWay Inc. — Proxy Solicitation & Information Statement 2025

Apr 23, 2025

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HealthyWay Inc.

健康之路股份有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2587)

FORM OF PROXY FOR THE 2025 ANNUAL GENERAL MEETING

I/We (Note 1)

of

being the holder(s) of shares of US$0.00002 each in the capital of HealthyWay Inc. (the “Company”), HEREBY APPOINT the chairman of the meeting or

of

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”) or any adjournment thereof to be held at 10:00 a.m. on Tuesday, 3 June 2025 at 22nd Floor, No. 3 Building, F Zone, Fuzhou Software Park, 89 Software Avenue, Gulou District, Fuzhou, Fujian PRC for the purpose of considering and, if thought fit, passing the following resolutions as set out in the notice convening the AGM and at the AGM or any adjournment thereof 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	AGAINST
1.	To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the “Director(s)”) and the auditor of the Company for the year ended 31 December 2024.
2.	(a) To re-elect Mr. Zhang Wanneng as an executive Director.
	(b) To re-elect Mr. Chen Jing as an executive Director.
	(c) To re-elect Mr. Zhang Xiangming as a non-executive Director.
	(d) To authorise the board of Directors (the “Board”) to fix the remuneration of the Directors.
3.	To re-appoint KPMG as auditor of the Company and authorise the Board to fix its remuneration.
4.	To grant a general mandate to the Directors to repurchase, and either cancel or hold in treasury, shares not exceeding 10% of the total number of issued shares of the Company (excluding treasury shares, if any).
5.	To grant a general mandate to the Directors to allot, issue and deal with additional shares not exceeding 20% of the total number of issued shares of the Company (excluding treasury shares, if any).
6.	To extend the general mandate to the Directors to issue, allot and deal with additional shares of the Company by the aggregate number of the shares repurchased by the Company.

Signature(s):

Dated:

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Notes:

1. Full name(s) and address(es) shall be inserted in BLOCK CAPITALS. The name of all joint registered holders should be stated. A member of the Company entitled to attend and vote at the AGM is entitled to appoint a proxy or more than one proxy (for member holding two or more Shares) to attend and, on a poll, vote in his/her/its stead. A proxy need not be a member of the Company.

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

3. 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. The proxy need not be a member of the Company but must attend the AGM in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PUT A TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PUT A TICK IN THE BOX MARKED “AGAINST”. Failure to do so will entitle your proxy to vote or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the AGM or any adjournment thereof 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 duly authorised.

6. In the case of joint holders of Shares in the Company, the vote of a 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), and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.

7. To be valid, this form of proxy, together with any 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 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 the holding of the AGM (i.e. at or before 10:00 a.m. on Sunday, 1 June 2025) or any adjournment thereof.

8. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish, and in such event, the form of proxy shall be deemed to be revoked.

9. Unless the context otherwise requires, capitalised terms used herein shall have the same meaning as those defined in the circular of the Company dated 24 April 2025.

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PERSONAL INFORMATION COLLECTION STATEMENT

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 authorised 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/Computershare Hong Kong Investor Services Limited – Personal Data Privacy Officer at the above address.