Jenscare Scientific Co., Ltd. — Proxy Solicitation & Information Statement 2022

Dec 6, 2022

==> picture [68 x 66] intentionally omitted <==

Jenscare Scientific Co., Ltd. 寧波健世科技股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock code: 9877)

PROXY FORM FOR THE THIRD EXTRAORDINARY GENERAL MEETING TO BE HELD ON FRIDAY, DECEMBER 23, 2022

	Number of shares to which this proxy form relates_(Note 1)_	Unlisted shares H shares

I/We [(Note][2)] (name) of (address) being the registered holder(s) of Unlisted share/H shares [(Note][3)] in the issued share capital of Jenscare Scientific Co., Ltd. (the “ Company ”) hereby appoint the chairman of the meeting (Note 4) or (name) of (address) as my/our proxy(ies) to attend and vote for me/us and on my/our behalf at the third extraordinary general meeting of the Company (the “ Third EGM ”) to be held at Meeting Room, 3/F, Block 5, B Area, No. 777 Binhai 4th Road, Hangzhou Bay New Area, Ningbo, Zhejiang Province, PRC on Friday, December 23, 2022 at 2:00 p.m. or any adjournment thereof as hereunder indicated in respect of the resolutions set out in the notice of the Third EGM dated December 7, 2022, or, if no such indication is given, as my/our proxy thinks fit.

SPECIAL RESOLUTION FOR(Note 5) AGAINST(Note 5) ABSTAIN(Note 5) 1. To consider and approve the proposed amendments to the articles of association of the Company. ORDINARY RESOLUTIONS 2. To consider and approve the proposed adjustments to the employee incentive plans of the Company. 3. To consider and approve the authorization to the board of directors of the Company to handle matters related to the employee incentive plans of the Company.

Date: 2022 Signature [(Note][6)] :

Notes:

1. Please delete as appropriate and insert the number of shares of the Company registered in your name(s) to which this proxy form relates. If a number is inserted, this proxy form will be deemed to relate only to those shares. If no number is inserted, this proxy form will be deemed to relate to all the shares of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.

2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint registered shareholders should be stated.

4. Please insert the number of shares registered in your name(s) and delete as appropriate.

5. If any proxy other than the chairman of the Third EGM is preferred, please strike out the words “the chairman of the meeting” and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the Third EGM is entitled to appoint a proxy or more than one proxy(ies) to attend the Third EGM and vote on his/her behalf. A proxy need not be a shareholder of the Company. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him/her.

6. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PUT A TICK (“ ✓ ”) IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PUT A TICK (“ ✓ ”) IN THE BOX MARKED “AGAINST”. IF YOU WISH TO VOTE ABSTENTION ON A RESOLUTION, PLEASE PUT A TICK (“ ✓ ”) IN THE BOX MARKED “ABSTAIN”. If no direction is given, your proxy may either vote or abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Third EGM other than those referred to in the notice convening the Third EGM.

7. This proxy form 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 a director or attorney duly authorised to sign the same. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

8. Any abstention vote or waiver of voting shall be deemed as “abstain”. Blank, wrong, illegible or uncast votes shall be deemed as the voters’ waiver of their voting rights, and the voting results representing the shares held by such voters shall be counted as “abstain”. The abstention vote shall be regarded as valid votes when the Company counts the votes in respect of the relevant matter.

9. In 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 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.

11. To be valid, this proxy form 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 (i) the Company’s headquarters in the People’s Republic of China (“ PRC ”) at Block 5, B Area, No. 777 Binhai 4th Road, Hangzhou Bay New Area, Ningbo, Zhejiang Province, PRC (for holders of unlisted shares of the Company) or (ii) the Company’s H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H shares of the Company) not less than 24 hours before the time appointed for the Third EGM.

12. Completion and return of the proxy form will not preclude you from attending and voting at the Third EGM or any adjourned meeting thereof (as the case may be) if you so wish. If you attend and vote at the Third EGM in person, the authority of your proxy will be revoked.