UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month
of May 2026
Commission File Number: 001-34656
H World Group Limited
(Registrant’s name)
No. 1299 Fenghua Road
Jiading District
Shanghai
People’s Republic of China
(86) 21 6195-2011
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
EXHIBIT INDEX
| Number |
|
Description of Document |
| |
|
|
| Exhibit 99.1 |
|
Notice of Annual General Meeting |
| Exhibit 99.2 |
|
Proxy Statement for Annual General Meeting |
| Exhibit 99.3 |
|
Proxy Form for Annual General Meeting |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
|
H World Group Limited |
| |
|
(Registrant) |
| |
|
|
| |
|
|
| Date: May 11, 2026 |
By: |
/s/ Qi Ji |
| |
Name: |
Qi Ji |
| |
Title: |
Executive Chairman of the Board of Directors |
Exhibit
99.1
H
WORLD GROUP LIMITED
(Incorporated
in the Cayman Islands with limited liability)
(NASDAQ
Ticker: HTHT, HKEX Stock Code: 1179)
NOTICE
OF ANNUAL GENERAL MEETING
to
be held on June 26, 2026
(or
any adjourned or postponed meeting thereof)
NOTICE
IS HEREBY GIVEN that an Annual General Meeting (“AGM”) of H World Group Limited (the “Company”)
will be held at No. 1299 Fenghua Road, Jiading District, Shanghai, People’s Republic of China on June 26, 2026 at 10:00
a.m., local time, and at any adjourned or postponed meeting thereof, for the following purposes:
AGENDA
To
consider and, if thought fit, pass the following resolutions:
| 1. | Resolved,
As An Ordinary Resolution: |
THAT
the ratification of appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP as auditor of the Company for 2026 and
the authorization for the directors of the Company to determine the remuneration of the auditor be and is hereby authorized and approved.
| 2. | Resolved,
As An Ordinary Resolution: |
THAT
the re-election of Mr. Justin Martin Leverenz (appointed by the board of directors of the Company on August 15, 2025) as
a director of the Company, whose biography is set forth in Exhibit A, be and is hereby authorized and approved.
| 3. | Resolved,
As An Ordinary Resolution: |
THAT
the re-election of Ms. Yi Zhang (alias Bonnie Yi Zhang) (appointed by the board of directors of the Company on August 15,
2025) as an independent director and the chairwoman of the audit committee of the Company, whose biography is set forth in Exhibit B,
be and is hereby authorized and approved.
| 4. | Resolved,
As An Ordinary Resolution: |
THAT
each director or officer of the Company or Conyers Trust Company (Cayman) Limited be and is hereby authorized to take any and every
action that might be necessary, appropriate or desirable to effect the foregoing resolutions as such director, officer or Conyers Trust
Company (Cayman) Limited, in his, her or its absolute discretion, thinks fit and to attend to any necessary registration and/or filing
for and on behalf of the Company.
ORDINARY
SHARES RECORD DATE AND ADS RECORD DATE
The
board of directors of the Company has fixed the close of business on May 18, 2026 Hong Kong time, as the record date (the “Ordinary
Shares Record Date”) of ordinary shares of the Company, par value US$0.00001 per share (“Ordinary Shares”).
Holders of record of the Company’s Ordinary Shares as of the Ordinary Shares Record Date are entitled to attend and vote at the
AGM and any adjourned or postponed meeting thereof.
Holders
of record of American Depositary Shares (the “ADSs”) as of the close of business on May 18, 2026, New York time
(the “ADS Record Date”) who wish to exercise their voting rights for the underlying Ordinary Shares must give voting
instructions to Citibank, N.A., the depositary of the ADSs.
ATTENDING
THE AGM
Only
holders of record of Ordinary Shares as of the Ordinary Shares Record Date are entitled to attend and vote at the AGM. Please note that
holders of ADSs are not entitled to attend the AGM. Any ADS holder who appears at the venue of the AGM will not be allowed to attend
the AGM. Any ADS holder that wishes to attend the AGM or vote directly must cancel their ADS(s) in exchange for Ordinary Shares
and will need to make arrangements to deliver their ADS(s) to Citibank, N.A., as depositary of the ADS(s), for cancellation with
sufficient time to allow for the delivery and exchange of them for the underlying Ordinary Shares before the Ordinary Shares Record Date.
We
encourage shareholders planning to attend the AGM in person to preregister by sending an email to chenyao002@hworld.com.
PROXY
FORMS AND ADS VOTING CARDS
A
holder of Ordinary Shares as of the Ordinary Shares Record Date may appoint a proxy to exercise his or her rights at the AGM. A holder
of ADSs as of the ADS Record Date will need to instruct Citibank, N.A., the depositary of the ADSs, as to how to vote the Ordinary Shares
represented by the ADSs. Please refer to the proxy form (for holders of Ordinary Shares) or ADS voting card (for holders of ADSs), which
is attached to and made a part of this notice and also the proxy statement for further details and instructions. The proxy statement
and the proxy form are also available for viewing on the “Investor Relations—News & Events—AGM Summary”
section of our website at https://ir.hworld.com/news-and-events/agm-summary and the website of The Stock Exchange of Hong Kong Limited
at www.hkexnews.hk.
Holders
of record of the Company’s Ordinary Shares as of the Ordinary Shares Record Date are cordially invited to attend the AGM in person.
Your vote is important. You are urged to complete, sign, date and return the accompanying proxy form to us (for holders of Ordinary Shares)
or your ADS voting card to Citibank, N.A. (for holders of the ADSs) as promptly as possible and before the prescribed deadline if you
wish to exercise your voting rights. We must receive the proxy form via Computershare Hong Kong Investor Services Limited at 17M Floor,
Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong by no later than 10:00 a.m., Hong Kong time, on June 24, 2026
to ensure your representation at the AGM, and Citibank, N.A. must receive your ADS voting card by no later than 10:00 a.m., New York
time, on June 17, 2026 to enable the votes attaching to the Ordinary Shares represented by your ADSs to be cast at the AGM.
ANNUAL
REPORT
You
may obtain a copy of the Company’s annual report on Form 20-F and/or Hong Kong annual report, free of charge, from the Company’s
website at https://ir.hworld.com, or from the SEC’s website at www.sec.gov (for the annual report on Form 20-F) or the website
of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk (for the Hong Kong annual report).
| |
By
Order of the Board of Directors, |
| |
Qi
JI |
| |
Executive
Chairman |
Hong
Kong, May 11, 2026
Exhibit
99.2
H
WORLD GROUP LIMITED
(Incorporated
in the Cayman Islands with limited liability)
(NASDAQ
Ticker: HTHT, HKEX Stock Code: 1179)
Proxy
Statement for Annual General Meeting
to
be held on June 26, 2026
(or
any adjourned or postponed meeting thereof)
GENERAL
The
board of directors (the “Board”) of H World Group Limited (the “Company” or “we”) is soliciting proxies
for the annual general meeting of shareholders of the Company (the “AGM” or the “General Meeting”) to be held
on June 26, 2026 at 10:00 a.m. (local time). The AGM will be held at No. 1299 Fenghua Road, Jiading District, Shanghai,
People’s Republic of China.
You
can review and download the proxy statement and the proxy form at the “Investor Relations—News & Events—AGM
Summary” section of the Company’s website at https://ir.hworld.com/news-and-events/agm-summary, and website of The Stock
Exchange of Hong Kong Limited at www.hkexnews.hk.
RECORD
DATE, SHARE OWNERSHIP AND QUORUM
Only
holders of the Company’s ordinary shares, par value US$0.00001 per share (“Ordinary Shares”) of record as of the close
of business on May 18, 2026, Hong Kong time (the “Ordinary Shares Record Date”) are entitled to attend and vote at the
AGM.
Holders
of American Depositary Shares (“ADSs”) issued by Citibank, N.A., as depositary of the ADSs, and representing our Ordinary
Shares are not entitled to attend or vote at the AGM under the Company’s amended and restated memorandum of association (the “Memorandum”)
and second amended and restated articles of association (the “Articles”). Please note that any ADS holder who appears at
the venue of the AGM will not be allowed to attend the AGM. Holders of ADSs as of the close of business on May 18, 2026, New York
time (the “ADS Record Date”) will be able to instruct Citibank, N.A., the depositary of the ADSs and the holder of record
(through a nominee) of the Ordinary Shares represented by ADSs, as to how to vote the Ordinary Shares represented by such ADSs. Citibank,
N.A., as depositary of the ADSs, will endeavor, to the extent practicable and legally permissible, to vote or cause to be voted at the
AGM the Ordinary Shares it holds in respect of the ADSs in accordance with the instructions which it has timely and properly received
from ADS holders.
One
or more shareholders of the Company entitled to vote and present in person or by proxy or (in the case of a shareholder being a corporation)
by its duly authorized representative representing not less than one-third in nominal value of the total issued voting shares in the
Company, shall be a quorum for all purposes.
VOTING
AND SOLICITATION
Each
Ordinary Share issued and outstanding as of the close of business on the Ordinary Shares Record Date is entitled to one vote at the AGM.
Each resolution put to the vote at the AGM will be decided by poll. Where required by the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited, a shareholder of the Company who has a material interest in the matter to be approved by
a particular resolution will be required to abstain from voting on such resolution.
The
solicitation materials are available on the Company’s website (https://ir.hworld.com), on the website of the U.S. Securities and
Exchange Commission (www.sec.gov) and on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk).
VOTING
BY HOLDERS OF ORDINARY SHARES
When
proxy forms are properly dated, executed and returned by holders of Ordinary Shares to the mailing address set forth in the proxy form
before 10:00 a.m., Hong Kong Time, on June 24, 2026 (the deadline for the return of such proxy forms), the Ordinary Shares represented
by all properly executed proxies returned to the Company will be voted at the AGM as indicated or, if no instruction is given, the holder
of the proxy will vote the Ordinary Shares in his discretion, unless a reference to the holder of the proxy having such discretion has
been deleted and initialed on this Form of Proxy. Where the chairman of the AGM acts as proxy and is entitled to exercise his discretion,
he is likely to vote the Ordinary Shares for the resolutions. As to any other business that may properly come before the AGM, all properly
executed proxies will be voted by the persons named therein in accordance with their discretion. Where any holder of Ordinary Shares
affirmatively abstains from voting on any particular resolution, the votes attaching to such Ordinary Shares will not be included or
counted in the determination of the number of Ordinary Shares present and voting for the purposes of determining whether such resolution
has been passed (but they will be counted for the purposes of determining the quorum, as described above).
VOTING
BY HOLDERS OF ADSs
The
nominee of Citibank, N.A. (the Depositary of the ADSs) is the holder of record for all the Ordinary Shares represented by the ADSs and
as such the nominee is the only person who may attend and vote those Ordinary Shares at the AGM on behalf of the Depositary and the holders
of ADSs.
We
have requested Citibank, N.A., as Depositary of the ADSs, to distribute to all holders of record of ADSs as of the ADS Record Date, the
notice of the AGM and an ADS Voting Card. Upon the timely receipt from any holders of record of ADSs of voting instructions in the manner
specified, Citibank, N.A. will endeavor, to the extent practicable and legally permissible, to vote or cause to be voted the number of
Ordinary Shares represented by the ADSs in accordance with such voting instructions. Under the terms of the deposit agreement for the
ADSs (the “Deposit Agreement”), Citibank, N.A. will not vote or attempt to exercise the right to vote other than in accordance
with such voting instructions or such deemed instructions as further described in the paragraphs below.
There
is no guarantee that a holder of ADSs will receive the materials described above with sufficient time to enable such holder to return
voting instructions to Citibank, N.A. in a timely manner, in which case the Ordinary Shares underlying your ADSs may not be voted in
accordance with your wishes.
If
an ADS voting card is missing voting instructions, Citibank, N.A. shall deem the holder of the ADSs in question to have instructed Citibank,
N.A. to vote in favor of the items set forth in the ADS voting card. If an ADS Voting Card contains conflicting voting instructions as
to any issue to be voted on at the AGM, Citibank, N.A. shall deem the holder of the ADSs in question to have instructed Citibank, N.A.
to abstain from voting on such issue.
If
no timely instructions are received by Citibank, N.A. from a holder of ADSs by 10:00 a.m., New York Time, June 17, 2026, under the
terms of the Deposit Agreement, Citibank, N.A. will deem such holder of ADSs to have instructed it to give a discretionary proxy to a
person designated by the Company to vote the Ordinary Shares represented by such holder’s ADSs, unless voting at the meeting is
by show of hands and unless the Company has informed Citibank, N.A. that (x) the Company does not wish such proxy to be given, (y) substantial
opposition exists, or (z) the rights of holders of Ordinary Shares may be materially adversely affected, in each case in accordance
with the terms of the Deposit Agreement.
REVOCABILITY
OF PROXIES AND ADS VOTING CARDS
Any
proxy given by a holder of Ordinary Shares by means of a proxy form, and any voting instructions given by an ADS holder by means of an
ADS voting card, pursuant to this solicitation may be revoked: (a) for holders of Ordinary Shares or ADSs, by submitting a written
notice of revocation or a fresh proxy form or fresh ADS Voting Card, as the case may be, bearing a later date, which must be received
by the deadlines for returning the proxy forms or ADS voting cards set forth above, or (b) for holders of Ordinary Shares only,
by attending the AGM and voting in person.
PROPOSAL
1:
Ordinary
Resolution
Ratification
of appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP as auditor of the Company for 2026 and the authorization
for the directors of the Company to determine the remuneration of the auditor
The
Board proposes to ratify and approve the appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2026.
In
the event the shareholders fail to ratify the appointment, the audit committee of the Board (the “Audit Committee”) will
appoint different independent auditors with the requisite qualifications and competence and such appointment will be ratified by the
Company’s shareholders at the next general meeting of the Company. Even if the appointment is ratified at the AGM, the Audit Committee,
in its discretion, may appoint different independent auditors at any time during the year if it determines that such a change would be
in the Company’s and its shareholders’ best interests. Such appointment of different independent auditors shall also be ratified
by the Company’s shareholders at the next general meeting of the Company.
THE
BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF APPOINTMENT OF DELOITTE TOUCHE TOHMATSU CERTIFIED PUBLIC ACCOUNTANTS LLP
AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026.
PROPOSAL
2:
Ordinary
Resolution
Authorization
for the re-election of Mr. Justin Martin Leverenz (appointed by the Board on August 15, 2025) as a director of the Company
The
Board proposes to re-elect Mr. Justin Martin Leverenz (appointed by the Board on August 15, 2025) as a director of the Company,
whose biography is set forth in Exhibit A.
THE
BOARD RECOMMENDS A VOTE “FOR” THE AUTHORIZATION OF RE-ELECTION OF MR. JUSTIN MARTIN LEVERENZ (APPOINTED ON AUGUST 15, 2025)
AS A DIRECTOR OF THE COMPANY.
PROPOSAL
3:
Ordinary
Resolution
Authorization
for the re-election of Ms. Yi Zhang (alias Bonnie Yi Zhang) (appointed by the Board on August 15, 2025) as an independent director
and the chairwoman of the audit committee of the Company
The
Board proposes to re-elect Ms. Yi Zhang (alias Bonnie Yi Zhang) (appointed by the Board on August 15, 2025) as an independent
director and the chairwoman of the audit committee of the Company, whose biography is set forth in Exhibit B, be and is hereby authorized
and approved.
THE
BOARD RECOMMENDS A VOTE “FOR” THE AUTHORIZATION OF RE-ELECTION OF MS. YI ZHANG (ALIAS BONNIE YI ZHANG) (APPOINTED ON AUGUST
15, 2025) AS AN INDEPENDENT DIRECTOR OF THE COMPANY.
PROPOSAL
4:
Ordinary
Resolution
Authorization
and approval of each director or officer of the Company or Conyers Trust Company (Cayman) Limited to take any and every action that might
be necessary, appropriate or desirable to effect the foregoing resolutions as such director, officer or Conyers Trust Company (Cayman)
Limited, in his, her or its absolute discretion, thinks fit and to attend to any necessary registration and/or filing for and on behalf
of the Company.
THE
BOARD RECOMMENDS A VOTE “FOR” THE GENERAL RESOLUTION.
OTHER
MATTERS
We
know of no other matters to be submitted to the AGM. If any other matters properly come before the AGM, it is the intention of the persons
named in the form of proxy to vote the Ordinary Shares they represent as the Board may recommend.
| |
By
Order of the Board of Directors, |
| |
Qi
JI |
| |
Executive
Chairman |
Dated:
May 11, 2026
EXHIBIT A
Mr. Justin
Martin Leverenz’s Biography
Justin
Martin Leverenz has served as our executive director since August 2025. Mr. Leverenz was the Chief Investment Officer and a
Senior Portfolio Manager of Invesco Developing Markets Fund from May 2007 to July 2025. He joined Invesco Ltd. in 2019 when
it combined with OppenheimerFunds. Mr. Leverenz managed the OppenheimerFunds Developing Markets Fund, which was renamed the Invesco
Developing Markets Fund, beginning in May 2007. He was a Portfolio Manager at OppenheimerFunds from 2007 to 2019, having started
in 2004 as a senior research analyst supporting Global Equity Strategy. Prior to joining OppenheimerFunds, Mr. Leverenz was a director
of Pan-Asian Technology Research for Goldman Sachs in Asia, where he covered technology companies in the region. He also served as the
Head of Equity Research in Taiwan, China for Barclays de Zoete Wedd and as a Portfolio Manager for Martin Currie Investment Managers
in Scotland. Mr. Leverenz obtained his bachelor’s degree in Chinese Studies and Political Economy from the University of California
and his master’s degree in international economics from the University of California. He is a Chartered Financial Analyst®
(CFA®) charter holder.
EXHIBIT B
Ms. Yi
Zhang (alias Bonnie Yi Zhang) ’s Biography
Yi
Zhang has served as our independent director since August 2025. Ms. Zhang has served as the Chief Financial Officer of SINA
Corporation since March 2015. From March 2014 to March 2015, Ms. Zhang was the Chief Financial Officer of Weibo Corporation
(NASDAQ: WB; HKEX: 09898), one of SINA’s subsidiaries. Prior to joining Weibo, Ms. Zhang was the Chief Financial Officer of
AdChina Ltd., a company operating an integrated internet advertising platform in China, from May 2011 to February 2014. From
October 2007 to April 2011, Ms. Zhang was an audit partner of Deloitte Touche Tohmatsu based in Shanghai, with a focus
on serving Chinese companies listed in the United States and Chinese companies making initial public offerings in the United States.
Ms. Zhang has served as an independent director of Yatsen Holding Limited (NYSE: YSG), a NYSE listed company since November 2020.
Ms. Zhang has also served as an independent non-executive director of Swire Pacific Limited (HKEX: 0019), a Hong Kong-based international
conglomerate with a diversified portfolio of market leading businesses since June 2022. Since February 2023, Ms. Zhang
has served as an independent director of Hesai Group (NASDAQ: HSAI), a NASDAQ listed technology company. Ms. Zhang graduated summa
cum laude with a B.A. in Business Administration from McDaniel College in Maryland in 1997. She is a member of the American Institution
of Certified Public Accountants.
Exhibit
99.3
H
WORLD GROUP LIMITED
(Incorporated
in the Cayman Islands with limited liability)
(NASDAQ
Ticker: HTHT, HKEX Stock Code: 1179)
Form of
Proxy for Annual General Meeting
to
be held on June 26, 2026
(or
any adjourned or postponed meeting thereof)
INTRODUCTION
This
Form of Proxy is furnished in connection with the solicitation by the Board of Directors of H World Group Limited, a Cayman Islands
exempted company (the “Company”), of proxies from the holders of the issued and outstanding ordinary shares, par value
US$0.00001 per share, of the Company (the “Ordinary Shares”) to be exercised at the Annual General Meeting of the
Company (the “AGM”) to be held at No. 1299 Fenghua Road, Jiading District, Shanghai, People’s Republic
of China on June 26, 2026 at 10:00 a.m. (local time), and at any adjourned or postponed meeting thereof, for the purposes set
forth in the accompanying Notice of Annual General Meeting. This Form of Proxy is not intended for use by holders of our American
Depositary Shares (the “ADSs”). Holders of ADSs who wish to vote the Ordinary Shares represented by their ADSs must instruct
Citibank, N.A., the depositary for the ADSs, on how to vote the Ordinary Shares represented by ADSs.
Only
the holders of record of the Ordinary Shares at the close of business on May 18, 2026 are entitled to notice of and to vote at the
AGM. In respect of the matter requiring shareholders’ vote at the AGM, each Ordinary Share is entitled to one vote. The quorum
of the AGM is one or more shareholders entitled to vote and present in person or by proxy or (in the case of a Shareholder being a corporation)
by its duly authorized representative representing not less than one-third in nominal value of the total issued voting shares in the
Company .
The
Ordinary Shares represented by all properly executed proxies returned to the Company will be voted at the AGM as indicated or, if no
instruction is given, the holder of the proxy will vote the Ordinary Shares in his discretion, unless a reference to the holder of the
proxy having such discretion has been deleted and initialed on this Form of Proxy. Where the chairman of the AGM acts as proxy and
is entitled to exercise his discretion, he is likely to vote the Ordinary Shares for the resolutions. As to any other business that may
properly come before the AGM, all properly executed proxies will be voted by the persons named therein in accordance with their discretion.
The Company does not presently know of any other business which may come before the AGM. However, if any other matter properly comes
before the AGM, or any adjourned or postponed meeting thereof, which may properly be acted upon, unless otherwise indicated the proxies
solicited hereby will be voted on such matter in accordance with the discretion of the proxy holders named therein. Any holder of Ordinary
Shares giving a proxy has the right to revoke it at any time before it is exercised (i) by submitting a written notice of revocation
or a fresh proxy form, bearing a later date, which must be received by the deadlines for returning the proxy forms set forth above, or
(ii) by voting in person at the AGM.
To
be valid, this Form of Proxy must be completed, signed and returned to Computershare Hong Kong Investor Services Limited at 17M
Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible no later than 10:00 a.m., Hong Kong time,
on June 24, 2026 to ensure your representation at the AGM.
H
WORLD GROUP LIMITED
(Incorporated
in the Cayman Islands with limited liability)
(NASDAQ
Ticker: HTHT, HKEX Stock Code: 1179)
Form of
Proxy for Annual General Meeting
to
Be Held at No. 1299 Fenghua Road, Shanghai, People’s Republic of China on June 26, 2026 at 10:00 a.m. (local time)
(the “Annual General Meeting”)
(or
any adjourned or postponed meeting thereof)
I/We
of ,
being
the registered holder of
ordinary
shares1, par value US$0.00001 per share, of H World Group Limited (the “Company”), hereby appoint the Chairman
of the Annual General Meeting2
or
of
as
my/our proxy to attend and act for me/us at the Annual General Meeting (or at any adjourned or postponed meeting thereof) of the
Company, and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks
fit3.
| No. |
RESOLUTIONS |
FOR3 |
AGAINST3 |
ABSTAIN3 |
1. |
The
ordinary resolution as set out in the Notice of Annual General Meeting regarding the ratification of appointment of Deloitte Touche
Tohmatsu Certified Public Accountants LLP as auditor of the Company for 2026 and the authorization for the directors of the Company
to determine the remuneration of the auditor. |
|
|
|
| 2. |
The
ordinary resolution as set out in the Notice of Annual General Meeting regarding the authorization of the re-election of Mr. Justin
Martin Leverenz (appointed by the board of directors of the Company on August 15, 2025) as a director of the Company. |
|
|
|
| 3. |
The
ordinary resolution as set out in the Notice of Annual General Meeting regarding the authorization of the re-election of Ms. Yi
Zhang (alias Bonnie Yi Zhang) (appointed by the board of directors of the Company on August 15, 2025) as an independent director
and the chairwoman of the audit committee of the Company. |
|
|
|
4. |
The
ordinary resolution as set out in the Notice of Annual General Meeting regarding the authorization of each director or officer of
the Company or Conyers Trust Company (Cayman) Limited to take any and every action that might be necessary, appropriate or desirable
to effect the foregoing resolutions as such director, officer or Conyers Trust Company (Cayman) Limited, in his, her or its absolute
discretion, thinks fit and to attend to any necessary registration and/or filing for and on behalf of the Company. |
|
|
|
| * | please
refer to the Notice of Annual General Meeting for full text of the resolutions. |
| Dated, |
|
2026 |
Signature(s)4 |
|
| 1 | Please
insert the number of shares registered in your name(s) to which this proxy relates.
If no number is inserted, this form of proxy will be deemed to relate to all the shares in
the Company registered in your name(s). |
| 2 | If
any proxy other than the Chairman of the Annual General Meeting is preferred, strike out the words “the Chairman of the Annual
General Meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder, who is the
holder of two or more shares, may appoint one or more proxies to attend and vote in his stead. Any alteration made to this form
of proxy must be initialed by the person(s) who sign(s) it. |
| 3 | IMPORTANT:
If you wish to vote for a particular resolution, tick the appropriate box marked “for”.
If you wish to vote against a particular resolution, tick the appropriate box marked “against”.
If you wish to abstain from voting on a particular resolution, tick the appropriate box marked
“abstain”. |
| 4 | 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 under seal or executed under the hand of an officer
or attorney duly authorized to sign the same. |
