TATA Health International : Form of Proxy for Extraordinary General Meeting

TATA Health International Holdings Limited

TATA 健 康 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1255)

Form of Proxy for Extraordinary General Meeting

I/We, (Note 1)

of

being the registered holder(s) of

shares (Note 2) of HK$0.01 each in the share capital of the above-named

Company (the ''Company''), HEREBY APPOINT THE CHAIRMAN OF THE MEETING (Note 4) or

of

as my/our proxy to attend the Extraordinary General Meeting (and any adjourned meeting) of the Company to be held at Conference room, 5th floor, Shangying Building, No.8, Xuhong Middle Road, Xuhui District, Shanghai, the People's Republic of China on Thursday, 13 May 2021 at 11 : 00 a.m. for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the said meeting and at such 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.

All capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 28 April 2021 unless the context requires otherwise.

ORDINARY RESOLUTIONS

FOR (Notes 5 & 6)

AGAINST (Notes 5 & 6)

1. ''THAT:
2. 1. the subscription agreement (the ''Subscription Agreement I'') dated 25 March 2021 (a copy of which has been produced to the meeting marked ''A'' and signed by the chairman of the meeting for the purpose of identification) and entered into by the Company as issuer, Fly Smart Limited as subscriber and PENG Yan as warrantor in relation to the subscription of 3,846,000 new shares of the Company (the ''Subscription Shares I'') at the subscription price of HK$2.60 per share and the transactions contemplated thereby be and are hereby approved;
   2. the directors of the Company be and are hereby granted a specific mandate to exercise all the powers of the Company to allot and issue the Subscription Shares I, subject to and in accordance with the terms and conditions set out in the Subscription Agreement I; and
   3. any one director of the Company be and is hereby authorised to sign, execute, perfect and deliver all such documents and deeds, and do all acts, matters and things, as the case may be in his/her discretion consider desirable or expedient to give effect to the Subscription Agreement I and all the transactions contemplated thereunder (including the allotment and issue of the Subscription Shares I pursuant thereto) and to agree to such variation, amendment or waiver as are, in the opinion of such director of the Company, in the interest of the Company provided that such variation, amendment or waiver shall not be fundamentally different from the terms as provided in the Subscription Agreement I.''
3. ''THAT:
4. 1. the subscription agreement (the ''Subscription Agreement II'') dated 25 March 2021 (a copy of which has been produced to the meeting marked ''B'' and signed by the chairman of the meeting for the purpose of identification) and entered into by the Company as issuer and Crystal Cosmic Limited as subscriber in relation to the subscription of 11,538,000 new shares of the Company (the ''Subscription Shares II'') at the subscription price of HK$2.60 per share and the transactions contemplated thereby be and are hereby approved;
   2. the directors of the Company be and are hereby granted a specific mandate to exercise all the powers of the Company to allot and issue the Subscription Shares II, subject to and in accordance with the terms and conditions set out in the Subscription Agreement II; and
   3. any one director of the Company be and is hereby authorised to sign, execute, perfect and deliver all such documents and deeds, and do all acts, matters and things, as the case may be in his/her discretion consider desirable or expedient to give effect to the Subscription Agreement II and all the transactions contemplated thereunder (including the allotment and issue of the Subscription Shares II pursuant thereto) and to agree to such variation, amendment or waiver as are, in the opinion of such director of the Company, in the interest of the Company provided that such variation, amendment or waiver shall not be fundamentally different from the terms as provided in the Subscription Agreement II.''
5. ''THAT:
6. 1. the subscription agreement (the ''Subscription Agreement III'') dated 25 March 2021 (a copy of which has been produced to the meeting marked ''C'' and signed by the chairman of the meeting for the purpose of identification) and entered into by the Company as issuer and ZHU Tongxia as subscriber in relation to the subscription of 7,692,000 new shares of the Company (the ''Subscription Shares III'') at the subscription price of HK$2.60 per share and the transactions contemplated thereby be and are hereby approved;
   2. the directors of the Company be and are hereby granted a specific mandate to exercise all the powers of the Company to allot and issue the Subscription Shares III, subject to and in accordance with the terms and conditions set out in the Subscription Agreement III; and
   3. any one director of the Company be and is hereby authorised to sign, execute, perfect and deliver all such documents and deeds, and do all acts, matters and things, as the case may be in his/her discretion consider desirable or expedient to give effect to the Subscription Agreement III and all the transactions contemplated thereunder (including the allotment and issue of the Subscription Shares III pursuant thereto) and to agree to such variation, amendment or waiver as are, in the opinion of such director of the Company, in the interest of the Company provided that such variation, amendment or waiver shall not be fundamentally different from the terms as provided in the Subscription Agreement III.''

ORDINARY RESOLUTIONS

FOR (Notes 5 & 6)

AGAINST (Notes 5 & 6)

1. ''THAT:
2. 1. the subscription agreement (the ''Subscription Agreement IV'') dated 25 March 2021 (a copy of which has been produced to the meeting marked ''D'' and signed by the chairman of the meeting for the purpose of identification) and entered into by the Company as issuer and MIAO Xianrui as subscriber in relation to the subscription of 3,846,000 new shares of the Company (the ''Subscription Shares IV'') at the subscription price of HK$2.60 per share and the transactions contemplated thereby be and are hereby approved;
   2. the directors of the Company be and are hereby granted a specific mandate to exercise all the powers of the Company to allot and issue the Subscription Shares IV, subject to and in accordance with the terms and conditions set out in the Subscription Agreement IV; and
   3. any one director of the Company be and is hereby authorised to sign, execute, perfect and deliver all such documents and deeds, and do all acts, matters and things, as the case may be in his/her discretion consider desirable or expedient to give effect to the Subscription Agreement IV and all the transactions contemplated thereunder (including the allotment and issue of the Subscription Shares IV pursuant thereto) and to agree to such variation, amendment or waiver as are, in the opinion of such director of the Company, in the interest of the Company provided that such variation, amendment or waiver shall not be fundamentally different from the terms as provided in the Subscription Agreement IV.''
3. ''THAT:
4. 1. the subscription agreement (the ''Subscription Agreement V'') dated 25 March 2021 (a copy of which has been produced to the meeting marked ''E'' and signed by the chairman of the meeting for the purpose of identification) and entered into by the Company as issuer and HAN Liang as subscriber in relation to the subscription of 1,923,000 new shares of the Company (the ''Subscription Shares V'') at the subscription price of HK$2.60 per share and the transactions contemplated thereby be and are hereby approved;
   2. the directors of the Company be and are hereby granted a specific mandate to exercise all the powers of the Company to allot and issue the Subscription Shares V, subject to and in accordance with the terms and conditions set out in the Subscription Agreement V; and
   3. any one director of the Company be and is hereby authorised to sign, execute, perfect and deliver all such documents and deeds, and do all acts, matters and things, as the case may be in his/her discretion consider desirable or expedient to give effect to the Subscription Agreement V and all the transactions contemplated thereunder (including the allotment and issue of the Subscription Shares V pursuant thereto) and to agree to such variation, amendment or waiver as are, in the opinion of such director of the Company, in the interest of the Company provided that such variation, amendment or waiver shall not be fundamentally different from the terms as provided in the Subscription Agreement V.''
5. ''THAT:
6. 1. subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of and permission to deal in the Subscription Shares, the grant of the specific mandate to the directors of the Company to allot and issue 28,845,000 new shares of the Company under the Subscription Agreements be and is hereby approved, and any one director of the Company be and is hereby authorised to do all such things and take all such actions as he may consider necessary or desirable to implement and/or give effect to any of the matters relating to or incidental to the allotment and issue of 28,845,000 new shares of the Company under Subscription Agreements.''
7. ''THAT Mr. Lai Wenjing be re-elected as an executive director of the Company.''

Dated this

day of

2021.

Signature (Note 7):

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of 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 of the Company registered in your name(s).
3. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. The proxy need not be a member of the Company but must attend the meeting in person to represent the member.
4. If any proxy other than the Chairman 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. A member of the Company who is the holder of two or more shares may appoint more than one proxy to attend and vote on his/her/its behalf at the meeting provided that if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED ''FOR''. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED ''AGAINST''. Failure to complete any or all the boxes will entitle your proxy to cast his/her votes 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. All resolutions will be put to vote by way of poll at the meeting. Every member of the Company present in person (in the case of a member being a corporation, by its duly authorized representative) or by proxy shall have one vote for every fully paid share of which he/she/it is the holder. A person entitled to more than one vote on a poll need not use all his/her votes or cast all the votes he/she uses in the same way and in such cases, please state the relevant number of shares in the appropriate box(es) above.
7. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney or other person duly authorized.
8. To be valid, this form of proxy together with the power of attorney (if any) 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, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding this meeting (i.e. not later than 11 : 00 a.m. on Tuesday, 11 May 2021) or the adjourned meeting.
9. 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 votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names of the joint holders stand in the Register of Members of the Company in respect of the joint holding.
10. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting and, in such event, the form of proxy shall be deemed to be revoked.
11. References to time and dates in this form of proxy are to Hong Kong time and dates.

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 extraordinary general 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's Branch Share Registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong.