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NOTICE OF ANNUAL GENERAL MEETING

2024-06-11 00:00:00

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.GLORY HEALTH INDUSTRY LIMITED国瑞健康产业有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 2329) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the annual general meeting (the “Meeting”) of Glory Health Industry Limited (the “Company”) will be held at 10:00 a.m. on Friday June 28 2024 at Round Table Meeting Room 10 Floor East Block Hademen Plaza 8- 1#Chongwenmenwai Street Dongcheng District Beijing PRC to consider and if thought fit transact the following resolutions: Ordinary Resolutions 1. To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the “Directors”) and the auditors (the “Auditors”) of the Company for the year ended December 31 2023; 2. (A) To approve each as a separate resolution the re-election of the following retiring Directors: (a) To re-elect Mr. Zhang Zhangsun as an executive Director (b) To re-elect Ms. Yang Huabin as an executive Director (c) To re-elect Mr. Feng Yang as an executive Director (d) To re-elect Mr. Zhao Yuhong as an executive Director (e) To re-elect Ms. Chen Jinrong as an independent non- executive Director (f) To re-elect Ms. Deng Zhidong as an independent non- executive Director (B) To authorize the board of Directors to fix the directors’ remuneration; 3. To re-appoint Solar CPA Limited as auditors of the Company and to authorize the board of Directors to fix their remuneration; 1To consider and if thought fit pass with or without amendments the following resolutions as ordinary resolutions of the Company. 4. “THAT:(a) subject to paragraph (c) below pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and all other applicable laws the exercise by the Directors (the “Directors”) of the Company during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot issue and deal with the unissued shares (the “Shares”) of HK$0.001 each in the share capital of the Company and to make or grant offers agreements and options (including warrants bonds notes and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require the exercise of such powers be and the same is hereby generally and unconditionally approved; (b) the approval in paragraph (a) above shall authorize the Directors during the Relevant Period to make or grant offers agreements and options (including warrants bonds notes and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period; (c) the aggregate number of Shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above otherwise than pursuant to: (i) a Rights Issue (as hereinafter defined in paragraph (d) below); (ii) the exercise of options granted under the share option scheme or similar arrangement for the time being adopted by the Company from time to time; (iii) any scrip dividend or similar arrangements providing for allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association (the “Articles of Association”) of the Company and other relevant regulations in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares; shall not exceed 20% of the aggregate number of Shares in issue as at the date of the passing of this resolution and the said approval shall be limited accordingly; and 2d. for the purpose of this resolution the “Relevant Period” means the period from the date of passing of this resolution until whichever is the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable law of the Cayman Islands to be held; or (iii) the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.“Rights Issue” means an offer of Shares or offer or issue of warrants options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to the holders of Shares or any class of Shares whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of or the requirements of or the expenses or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of or the requirements of jurisdiction outside Hong Kong or any recognized regulatory body or any stock exchange outside HongKong).” 5. “THAT:(a) subject to paragraph (b) below the exercise by the Directors during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to purchase the shares of HK$0.001 each in the share capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which Shares may be listed and recognized by the Securities and Futures Commission of Hong Kong (the “SFC”) and the Stock Exchange for such purpose and subject to and in accordance with the rules and regulations of the SFC the Stock Exchange the Companies Law (2013 Revision) of the Cayman Islands and all other applicable laws as amended from time to time in this regard be and the same is hereby generally and unconditionally approved; (b) the aggregate number of Shares which may be purchased or 3agreed to be purchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate number of Shares in issue as at the date of the passing of this resolution and the said approval shall be limited accordingly; and (c) for the purpose of this resolution “Relevant Period” means the period from the date of passing of this resolution until whichever is the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any other applicable law of the Cayman Islands to be held; or (iii) the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of theshareholders of the Company in general meeting.” 6. “THAT conditional upon resolutions numbered 4 and 5 above being passedthe unconditional general mandate granted to the Directors to allot issue and deal with the unissued shares of the Company pursuant to resolution numbered 4 above be and it is hereby extended by the addition to the aggregate number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Director pursuant to or in accordance with such general mandate of a number representing the aggregate number of Shares purchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolutionnumbered 5 above.” By order of the Board Glory Health Industry Limited Zhang Zhangsun Chairman Beijing June 7 2024 4Registered office: Head office and principal place of business in Hong Kong: Cricket Square Hutchins Drive PO Box 2681 17/F. Leighton Centre Grand Cayman KY1-1111 77 Leighton Road Causeway Bay Cayman Islands Hong Kong Notes: 1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint another person as his proxy to attend and vote in his stead. A member who is the holder of two or more shares (the “Shares”) in the Company may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company. 2. In the case of joint holders of Shares any one of such joint holders may vote either in person or by proxy in respect of such Share as if he were solely entitled thereto but if more than one of such joint holders are present at the Meeting personally or by proxy that one of the said persons so present whose name stands first in the register in respect of such Shares shall alone be entitled to vote in respect thereof. 3. In order to be valid the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorized in writing or if the appointor is a corporation either under seal or under the hand of an officer or attorney duly authorized and must be deposited with the Hong Kong branch share registrar (the “Branch Share Registrar”) of the Company Computershare Hong Kong Investor Services Limited at 17M Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong (together with the power of attorney or other authority if any under which it is signed or a notarially certified copy thereof) before 10:00 a.m. on Wednesday June 26 2024. 4. The register of members of the Company will be closed from Monday June 24 2024 to Friday June 28 2024 (both days inclusive) during which period no transfer of the Shares will be effected. In order to qualify for attending the Meeting or any adjournment thereof all transfers of Shares accompanied by the relevant share certificate(s) must be lodged with the Branch Share Registrar at Shops 1712-1716 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong by no later than 4:30 p.m. on Friday June 21 2024. 5. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the Meeting or any adjournment thereof and in such event the instrument appointing a proxy shall be deemed to be revoked. 6. In relation to resolutions numbered 4 and 6 above approval is being sought from the Shareholders for the grant to the Directors of a general mandate to authorize the allotment and issue of Shares in accordance with all applicable laws and the Listing Rules. The Directors have no immediate plans to issue any new Shares other than Shares which may fall to be allotted and issued upon exercise of the subscription rights attached to options granted under the share option scheme of the Company or any scrip dividend scheme which may be approved by the Shareholders. 7. In relation to resolution numbered 5 above approval is being sought from Shareholders for the grant to the Directors of a general mandate to repurchase Shares in accordance with all applicable laws and the Listing Rules. The Directors wish to state that they will exercise the powers conferred thereby to purchase Shares in circumstances which they deem appropriate for the benefit of the Shareholders. 5As at the date of this notice the Directors are: Executive Directors Mr. Zhang Zhangsun (Chairman) Ms. Ruan Wenjuan Ms. Yang Huabin Mr. Feng Yang and Mr. Zhao Yuhong Independent non-executive Directors Ms. Chen Jinrong and Mr. Deng Zhidong This notice is prepared in both English and Chinese. In the event of any inconsistency the English text of the notice shall prevail over the Chinese text. 6