TATA Health International : NOTICE OF EXTRAORDINARY GENERAL MEETING

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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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ''EGM'') of TATA Health International Holdings Limited (the ''Company'') will be held at Conference room, 5th floor, Shangying Building, No. 8, Xuhong Middle Road, Xuhui District, Shanghai, the People's Republic of China at 11 : 00 am on Thursday, 13 May 2021 at for considering and, if though fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. ''THAT:

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

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1. 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.''

2. ''THAT:

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.''

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1. ''THAT:
2. 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.''
3. ''THAT:
4. 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

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1. 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.''

5. ''THAT:

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.''

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1. ''THAT:
2. 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.''
3. ''THAT Mr. Lai Wenjing be re-elected as an executive director of the Company.''

Yours faithfully,

By order of the Board

TATA Health International Holdings Limited

Yang Jun

Chairman

Hong Kong, 28 April 2021

Registered Office:

Clifton House

75 Fort Street

PO Box 1350

Grand Cayman KY1-1108

Cayman Islands

Principal place of business:

Flat F-J, 11th Floor

Block 2, Kwai Tak Industrial Centre

15-33 Kwai Tak Street

Kwai Chung

New Territories

Hong Kong

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Notes:

1. Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. A shareholder who is the holder of two or more Shares of the Company may appoint more than one proxy to represent him to attend and vote on his behalf. 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.
2. In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited at the Company's branch share registrar and transfer office in Hong Kong, 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 the holding of the EGM (i.e. at or before 11 : 00 am on 11 May 2021 (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the EGM and, in such event, the term of proxy shall be deemed to be revoked.
3. All times and dates specified herein refer to Hong Kong local times and dates.

As at the date of this notice, the Board comprises two executive Directors, namely, Mr. Yang Jun and Mr. Lai Wenjing; five non-executive Directors, namely, Mr. Lin Zheming, Mr. Law Fei Shing, Mr. Lin Jun, Mr. Chu Chun Ho, Dominic and Mr. Chen Anhua and four independent non-executive Directors, namely, Mr. Xie Rongxing, Mr. Lum Pak Sum, Prof. Yan Haifeng and Ms. Tan Yuying.

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