Jenscare Scientific Co., Ltd. — Proxy Solicitation & Information Statement 2023

Apr 20, 2023

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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 2023 FIRST CLASS MEETING OF H SHAREHOLDERS TO BE HELD ON MONDAY, MAY 15, 2023

Number of H shares to which this proxy form relates [(Note][1)]

I/We [(Note][2)]

(name) of

(address) being the registered holder(s) of

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 2023 first class meeting of H shareholders of the Company 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 (Monday) May 15, 2023 at 2:00 p.m. (the “ Meeting ”) (and any adjournment thereof) for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and at the Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below [(Note][4)] .

	SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS		FOR(Note 5)	FOR(Note 5)	AGAINST(Note 5) ABSTAIN(Note 5)	AGAINST(Note 5) ABSTAIN(Note 5)	AGAINST(Note 5) ABSTAIN(Note 5)	AGAINST(Note 5) ABSTAIN(Note 5)	AGAINST(Note 5) ABSTAIN(Note 5)
1.	To consider and approve the	proposed issue of A shares (the “Issue of A
	Shares”) as follows (each and every item as a separate				resolution):
	i. Class of new Shares to be issued
	ii. Place of listing
	iii. Nominal value of new	Shares to be		issued
	iv. Issue size
	v. Target subscribers
	vi. Method of issuance
	vii. Pricing methodology
	viii. Strategic placing
	ix. Method of underwriting
	x. Schedule of issuance
	xi. Use of proceeds
	xii. Expenses in relation to the Issue of A Shares
	xiii. Validity period of the resolutions
2.	To consider and approve the authorization to the board of directors of the
	Company (the “Board of Directors”) to fully handle matters in connection
	with the Issue of A Shares and the listing			on the Science and Technology
	Innovation Board of the Shanghai Stock Exchange (the				“STAR Market”).
3.	To consider and approve the investment projects to				be funded by the
	proceeds raised from the Issue of A Shares and the feasibility analysis.
4.	To consider and approve the proposal		for accumulated profit distribution
	or the plan for undertaking	unrecovered		losses prior to the Issue of A
	Shares and the listing on the STAR Market.

	**SPECIAL **	RESOLUTIONS	RESOLUTIONS	RESOLUTIONS		FOR(Note 5)	AGAINST(Note 5)	ABSTAIN(Note 5)
5.	To consider and approve	the	Company’s three-year share price
	stabilization plan after the Company’s initial public offering of A Shares
	and listing on the STAR Market.
6.	To consider and approve the Company’s three-year dividend return plan
	for Shareholders after the Company’s initial public offering of A Shares
	and listing on the STAR Market.
7.	To consider and approve the analysis on the impact of dilution on
	immediate return by the Company’s initial public offering of A Shares and
	adoption of remedial measures.
8.	To consider and approve the undertakings and restraining measures
	relating to the Company’s Issue		of	A Shares and listing on the STAR
	Market, and to authorize the Board to make appropriate undertakings for
	the purpose of the Issue of A Shares in accordance				with the laws,
	regulations and regulatory documents of the PRC, the relevant regulations
	and policies of the securities regulatory departments, and combining the
	review for listing on the STAR Market in practice and the actual situation
	of the Company.
9.	To consider and approve the proposed amendments to the articles of
	association of the Company (the			“Articles”) pursuant to the Trial
	Administrative Measures of Overseas Securities Offering and Listing by
	Domestic Companies (《境內企業境外發行證券和上市管理試行辦法》) (the
	“Trial Measures”).
10.	To consider and approve the proposed amendments				to the Articles
	ancillary to the Issue of A Shares.

Date: 2023 Signature(s) [(Note][6)] :

Notes:

1. Please insert the number of H 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 H 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.

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

4. If any proxy other than the chairman of the Meeting 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 Meeting is entitled to appoint a proxy or more than one proxy(ies) to attend the Meeting 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.

5. 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 Meeting other than those referred to in the notice convening the Meeting.

6. 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.

10. 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 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 not less than 24 hours before the time appointed for the Meeting.

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