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BrainAurora Medical Technology Limited Proxy Solicitation & Information Statement 2026

Apr 28, 2026

51030_rns_2026-04-28_dfe123a6-0cb4-4a17-be51-99adae07491a.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in BrainAurora Medical Technology Limited 脑动极光医疗科技有限公司, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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脑动极光 BRAINAU

BrainAurora Medical Technology Limited 脑动极光医疗科技有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 6681)

(1) PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES;
(2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS;
(3) PROPOSED RE-APPOINTMENT OF AUDITOR; AND
(4) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of BrainAurora Medical Technology Limited 脑动极光医疗科技有限公司 to be held by way of online meeting on Thursday, June 18, 2026 at 10:00 a.m. is set out on pages AGM-1 to AGM-6 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (66nao.cn).

Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting (i.e. by no later than 10:00 a.m. on Tuesday, June 16, 2026) or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting at the Annual General Meeting or any adjournment thereof via the Vistra eVoting Portal if they so wish. If you attend and vote at the Annual General Meeting via the Vistra eVoting Portal, the form of proxy that you have completed and returned will be revoked. Treasury Shares, if any, registered under the name of the Company, shall have no voting rights at the Annual General Meeting. For the avoidance of doubt, for the purpose of the Listing Rules, Treasury Shares, if any, pending withdrawal from and/or transferring through CCASS shall not bear any voting rights at the Annual General Meeting.

April 28, 2026


CONTENTS

Page

GUIDANCE FOR THE ANNUAL GENERAL MEETING 1
DEFINITIONS 3
LETTER FROM THE BOARD 7
Appendix I - DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION I-1
Appendix II - EXPLANATORY STATEMENT II-1
NOTICE OF ANNUAL GENERAL MEETING AGM-1

  • i -

GUIDANCE FOR THE ANNUAL GENERAL MEETING

ONLINE ANNUAL GENERAL MEETING

An online Annual General Meeting enables the Shareholders to attend the meeting via an online platform allowing them to attend, participate, submit questions and vote electronically and to view live streaming of the Annual General Meeting.

Shareholders participating in the Annual General Meeting via such online platform will also be counted towards the quorum. The inability of any Shareholder or his/her proxy or (in the case of a Shareholder being a corporation) its duly authorised representative to access, or continue to access, such online platform despite adequate electronic facilities have been made available by the Company, shall not affect the validity of the Annual General Meeting or the resolutions passed, or any business conducted at the Annual General Meeting or any action taken pursuant to such business provided that a quorum is present throughout the Annual General Meeting.

HOW TO ATTEND AND VOTE

Shareholders who propose to attend the Annual General Meeting and exercise their voting rights can achieve such in one of the following ways:

(1) attend the Annual General Meeting via an online platform, namely, the Vistra eVoting Portal, which enables live streaming and interactive platform for questions and answers and submission of their votes online; or

(2) appoint the chairman of the Annual General Meeting or other persons as their proxies to vote on their behalf via the Vistra eVoting Portal.

Shareholders can refer to the notice of the Annual General Meeting and the Online Meeting User Guide (by scanning the QR code provided on the Notification Letter, which is expected to be despatched to the Shareholders on Thursday, June 11, 2026 by post) in relation to attending the Annual General Meeting by electronic means.

Shareholders should note that only one device is allowed per login. Please keep the login details in safe custody for the Annual General Meeting and do not disclose them to anyone else. Neither the Company nor its Hong Kong branch share registrar assumes any obligation or liability whatsoever in connection with the transmission of the login details or any use of the login details for attendance, voting or otherwise. The submission of votes through Vistra eVoting Portal using your login details will be conclusive evidence for the votes cast by you as a Shareholder. The Company, its agents and its Hong Kong branch share registrar take no responsibility for all or any losses or other consequences caused by or resulting from any unauthorised use of the login details.

  • 1 -

GUIDANCE FOR THE ANNUAL GENERAL MEETING

If your proxy (except when the chairman of the Annual General Meeting is appointed as proxy) wishes to attend the Annual General Meeting and vote online, you must provide a valid email address of your proxy to the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited. If no email address is provided, your proxy cannot attend the Annual General Meeting and vote online. The email address so provided will be used by the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, for providing the login details for attending and voting at the Annual General Meeting via the Vistra eVoting Portal. If your proxy has not received the login details by email by 5:00 p.m. on Tuesday, June 16, 2026, you shall contact the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, via telephone hotline at (852) 2980 1333 or via email at [email protected] for the necessary arrangements.

Non-registered Shareholders whose Shares are held in the CCASS through banks, brokers, custodians or HKSCC may also be able to attend and vote at the Annual General Meeting. They shall consult directly with their banks or brokers or custodians (as the case may be) for the necessary arrangements. You will be asked to provide your email address, which will be used by the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, for providing the login details for attending the Annual General Meeting electronically through the Vistra eVoting Portal.

  • 2 -

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

“Annual General Meeting” or “AGM”
the annual general meeting of the Company to be held by way of online meeting on Thursday, June 18, 2026 at 10:00 a.m. or any adjournment thereof, the notice of which is set out on pages AGM-1 to AGM-6 of this circular

“Articles of Association” or “Articles”
the amended and restated articles of association of our Company conditionally adopted on December 24, 2024, and with effect from the Listing Date, as amended from time to time

“associate(s)”
has the meaning ascribed thereto under the Listing Rules

“Audit Committee”
the audit committee of the Board

“Board” or “Board of Directors”
the board of Directors of our Company

“business day”
a day on which banks in Hong Kong are generally open for normal banking business to the public and which is not a Saturday, Sunday or public holiday in Hong Kong

“CCASS”
the Central Clearing and Settlement System, a securities settlement system established and operated by the HKSCC

“China”, “Mainland China” or “PRC”
The People’s Republic of China, but for the purpose of this circular and for geographical reference only and except where the context requires otherwise, references in this circular to “China” and the “PRC” do not apply to Hong Kong, Macau and Taiwan

“close associate(s)”
has the meaning ascribed thereto under the Listing Rules

“Companies Act” or “Cayman Companies Act”
the Companies Act, Cap. 22 (As Revised) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time

“Company” or “our Company”
BrainAurora Medical Technology Limited 脑动极光医疗科技有限公司, a company incorporated under the laws of the Cayman Islands with limited liability on April 25, 2023

  • 3 -

DEFINITIONS

“connected person(s)” has the meaning ascribed thereto under the Listing Rules

“controlling shareholder(s)” has the meaning ascribed thereto under the Listing Rules

“core connected person(s)” has the meaning ascribed thereto under the Listing Rules

“Director(s)” the director(s) of the Company

“Extension Mandate” a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares to be repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the Issue Mandate

“Global Offering” the offer for subscription of an aggregate of 181,112,000 Shares at an offer price of HK$3.22 under the Hong Kong public offering and the international offering of the Company

“Group” or “our Group” our Company and all of our subsidiaries or, where the context so requires, in respect of the period before our Company became the holding company of its present subsidiaries, the businesses operated by such subsidiaries or their predecessors (as the case may be)

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

“HKSCC” Hong Kong Securities Clearing Company Limited

“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

“Issuance Mandate” a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and/or deal with the additional Shares (including any sale or transfer of Treasury Shares) not exceeding 20% of the aggregate number of the Shares in issue (excluding any Treasury Shares) as at the date of passing of the relevant resolution granting the relevant mandate

“Latest Practicable Date” April 23, 2026, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

  • 4 -

DEFINITIONS

"Listing"
the listing of our Shares on the Main Board

"Listing Date"
January 8, 2025, the date on which dealings in the Shares first commenced on the Main Board

"Listing Rules"
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended or supplemented from time to time

"Main Board"
the stock exchange (excluding the option market) operated by the Stock Exchange which is independent from and operated in parallel with the GEM of the Stock Exchange

"Memorandum" or "Memorandum of Association"
the amended and restated memorandum of association of our Company conditionally adopted on December 24, 2024 with effect from the Listing Date, as amended from time to time

"Nomination Committee"
the nomination committee of the Board

"Pre-IPO Share Award Scheme"
the share award scheme adopted by the Company on July 30, 2023

"Remuneration Committee"
the remuneration committee of the Board

"Repurchase Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10% of the aggregate number of the Shares in issue (excluding any Treasury Shares) as at the date of passing of the relevant resolution granting the relevant mandate

"SFC"
the Securities and Futures Commission of Hong Kong

"SFO"
the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended, supplemented or otherwise modified from time to time

"Share(s)"
ordinary shares in the share capital of our Company with a par value of US$0.0000001 each

"Shareholder(s)"
holder(s) of Share(s)

  • 5 -

  • 6 -
DEFINITIONS
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“subsidiary(ies)” has the meaning ascribed thereto in Section 15 of the Companies Ordinance
“substantial shareholder(s)” has the meaning ascribed thereto under the Listing Rules
“Takeovers Code” the Code on Takeovers and Mergers issued by the SFC, as amended, supplemented or otherwise modified from time to time
“Treasury Share(s)” has the meaning ascribed thereto under the Listing Rules
“United States” the United States of America, its territories, its possessions and all areas subject to its jurisdiction
“US$” United States dollars, the lawful currency of the United States
“%” per cent

LETTER FROM THE BOARD

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脑动极光 BRAINAU

BrainAurora Medical Technology Limited

脑动极光医疗科技有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 6681)

EXECUTIVE DIRECTOR

Mr. Tan Zheng (Chairman of the Board)

NON-EXECUTIVE DIRECTORS

Mr. Deng Feng

Mr. Yang Fan

Ms. Wang Jingbo

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Lam Yiu Por

Dr. Duan Tao

Mr. Tu Lei

PRINCIPAL PLACE OF BUSINESS IN HONG KONG

Room 1910, 19/F

Lee Garden One

33 Hysan Avenue

Causeway Bay

Hong Kong

REGISTERED OFFICE

4-210, Governors Sq.

23 Lime Tree Bay Avenue

PO Box 32311

Grand Cayman KY1-1209

Cayman Islands

April 28, 2026

To the Shareholders

Dear Sir or Madam

(1) PROPOSED GRANTING OF GENERAL MANDATES

TO ISSUE SHARES AND REPURCHASE SHARES;

(2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS;

(3) PROPOSED RE-APPOINTMENT OF AUDITOR;

AND

(4) NOTICE OF ANNUAL GENERAL MEETING

I. INTRODUCTION

The purpose of this circular is to provide you with the notice of Annual General Meeting and further information regarding the following proposals to be put forward at the Annual General Meeting: (i) the grant to the Directors of the Issue Mandate, the Repurchase Mandate and the Extension Mandate; (ii) the re-election of the retiring Directors; and (iii) the re-appointment of the auditor, and to give the Shareholders notice of the Annual General Meeting at which ordinary resolutions as set out in the notice of Annual General Meeting will be proposed.


LETTER FROM THE BOARD

II. MATTERS TO BE RESOLVED AT THE AGM

1. Proposed Granting of General Mandate to Issue Shares

In order to ensure flexibility and give discretion to the Directors, in the event that it becomes desirable for the Company to issue any new Shares, approval is to be sought from the Shareholders for the general mandate to issue the Shares. At the Annual General Meeting, an ordinary resolution no. 5(A) will be proposed to grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with the additional Shares (including any sale or transfer of Treasury Shares) in the share capital of the Company of up to 20% of the aggregate number of the Shares in issue (excluding any Treasury Shares) as at the date of passing of the resolution in relation to the Issue Mandate.

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,358,278,000 Shares (excluding any Treasury Shares). Subject to the passing of the ordinary resolution no. 5(A) and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the Annual General Meeting, the Company will be allowed to issue (or transfer out of treasury) a maximum of 271,655,600 Shares under the Issue Mandate, representing 20% of the aggregate number of the Shares in issue (excluding any Treasury Shares).

The Directors wish to state that they have no immediate plans to issue any new Shares pursuant to the Issue Mandate.

The Issue Mandate will continue to be in force from the passing of the said resolution until 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 to be held under any applicable laws or the Articles of Association; or (iii) the revocation or variation of the authority given under the resolution by an ordinary resolution of the Shareholders in general meeting.

2. Proposed Granting of General Mandate to Repurchase Shares

In addition, in order to give the Company the flexibility to repurchase Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase the Shares representing up to 10% of the aggregate number of the Shares in issue (excluding any Treasury Shares) as at the date of passing of the resolution in relation to the Repurchase Mandate.

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,358,278,000 Shares (excluding any Treasury Shares). Subject to the passing of the ordinary resolution no. 5(B) and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the Annual General Meeting, the Company will be allowed to repurchase a maximum of 135,827,800 Shares under the Repurchase Mandate, representing 10% of the aggregate number of the Shares in issue (excluding any Treasury Shares).

  • 8 -

LETTER FROM THE BOARD

The Repurchase Mandate, if approved, will continue in force until 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 to be held under any applicable laws or the Articles of Association; or (iii) the revocation or variation of the authority given under the resolution by an ordinary resolution of the Shareholders of the Company in general meeting.

The Company has no current intention of exercising the Repurchase Mandate.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.

3. Proposed Granting of Extension Mandate

Subject to a separate approval of the ordinary resolution no. 5(C), the number of Shares to be repurchased by the Company under ordinary resolution no. 5(B) will also be added to extend the 20% limit of the Issue Mandate as mentioned in the ordinary resolution no. 5(A), provided that such additional number shall not exceed 10% of the aggregate number of the Shares in issue (excluding any Treasury Shares) as at the date of passing the resolutions in relation to the Issue Mandate and the Repurchase Mandate.

4. Proposed Re-Election of Retiring Directors

Pursuant to Article 108(a) of the Articles of Association, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years. Pursuant to Article 108(a) of the Articles of Association, a retiring Director shall be eligible for re-election. Each of the executive Directors, non-executive Directors and independent non-executive Directors has entered into a service contract or a letter of appointment (as the case may be) with the Company for a term of three years.

Pursuant to Article 112 of the Articles of Association, any Director appointed by the Board to fill a casual vacancy shall hold office only until the first annual general meeting of the Company after their appointment and be subject to re-election at such meeting.

In accordance with Article 108(a) of the Articles of Association, Mr. Deng Feng and Dr. Duan Tao shall retire from their offices as Directors at the Annual General Meeting. In addition, Mr. Tu Lei who has been appointed by the Board on November 18, 2025 and Mr. Yang Fan and Ms. Wang Jingbo who have been appointed by the Board on April 15, 2026 shall hold office only until the first annual general meeting of the Company after their appointment pursuant to article 112 of the Articles of Association. All of the retiring Directors, being eligible, will offer themselves for re-election at the Annual General Meeting.


LETTER FROM THE BOARD

Independence of the retiring independent non-executive Director

Mr. Tu Lei, being the independent non-executive Director, confirmed his independence with reference to the factors set out in Rule 3.13 of the Listing Rules.

Recommendation of the Nomination Committee

Having reviewed the Board's composition, the respective performance, knowledge, qualifications, skills, experience and time commitment of each of Mr. Deng Feng, Mr. Yang Fan, Ms. Wang Jingbo, Dr. Duan Tao and Mr. Tu Lei, and the ability of Mr. Deng Feng, Mr. Yang Fan, Ms. Wang Jingbo, Dr. Duan Tao and Mr. Tu Lei to continue to contribute to the Board, with reference to the Nomination Policy and the Board Diversity Policy, and the independence of all independent non-executive Directors, the Nomination Committee has recommended to the Board the re-election as Directors of each of Mr. Deng Feng, Mr. Yang Fan, Ms. Wang Jingbo, Dr. Duan Tao and Mr. Tu Lei, who are due to retire at the Annual General Meeting.

Recommendation of the Board

Taking into consideration the recommendations of the Nomination Committee, the Nomination Policy and the Board Diversity Policy, the Board is of the view that Mr. Deng Feng, Mr. Yang Fan, Ms. Wang Jingbo, Dr. Duan Tao and Mr. Tu Lei will continue to bring broader views, valuable insights and professionalism to the Board whilst having sufficient diversity for the Board to discharge its functions effectively. Accordingly, the Board considers the re-election of each of Mr. Deng Feng, Mr. Yang Fan, Ms. Wang Jingbo, Dr. Duan Tao and Mr. Tu Lei to be in the best interests of the Company and the Shareholders as a whole.

At the Annual General Meeting, ordinary resolutions will be proposed to re-elect each of Mr. Deng Feng, Mr. Yang Fan, Ms. Wang Jingbo, Dr. Duan Tao and Mr. Tu Lei as non-executive/independent non-executive Director (as applicable).

Details of the above retiring Directors who are subject to re-election at the Annual General Meeting are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules.

5. Proposed Re-Appointment of the Auditor

Deloitte Touche Tohmatsu will retire as the auditor of the Company at the Annual General Meeting and, being eligible, offer themselves for re-appointment.

An ordinary resolution will be proposed at the Annual General Meeting to approve the re-appointment of Deloitte Touche Tohmatsu, as the auditor of the Company until the conclusion of the next annual general meeting of the Company. The re-appointment of the independent auditor of the Company has been reviewed by the Audit Committee which made recommendation to the Board that the re-appointment be submitted and proposed for Shareholders' approval at the Annual General Meeting. After negotiation between the Company and Deloitte Touche Tohmatsu, the audit fee in respect of audit services for the year ending December 31, 2026 is expected to range from RMB1.6 million to RMB2.0 million, which was determined with reference to (i) the fees paid to Deloitte Touche Tohmatsu in respect of the audit services for the year ended December 31, 2025, (ii) the expected audit scope and timetable considering the Company's business nature and complexity, and (iii) the anticipated workload of, and resources required from Deloitte Touche Tohmatsu.

  • 10 -

LETTER FROM THE BOARD

III. CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Monday, June 15, 2026 to Thursday, June 18, 2026, both days inclusive, during which period no share transfers can be registered.

In order to be eligible for attending and voting at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Friday, June 12, 2026 or any adjournment thereof (as the case may be).

IV. NOTICE OF ANNUAL GENERAL MEETING

Set out on pages AGM-1 to AGM-6 of this circular is the notice of the Annual General Meeting containing, inter alia, ordinary resolutions in relation to granting the Directors the Issue Mandate, the Repurchase Mandate and the Extension Mandate, as well as approving the re-election of the retiring Directors and the proposed re-appointment of auditor.

V. FORM OF PROXY

A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (66nao.cn). Whether or not you intend to be present at the Annual General Meeting, please complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as possible but in any event not less than 48 hours before the time fixed for the holding of the Annual General Meeting (i.e. by no later than 10:00 a.m. on Tuesday, June 16, 2026) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude Shareholders from attending and voting at the Annual General Meeting or any adjourned meeting thereof via the Vistra eVoting Portal if they so wish and in such event, the form of proxy shall be deemed to be revoked.

VI. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting (save for certain procedural or administrative matters) must be taken by poll. The chairman of the Annual General Meeting shall therefore demand voting on all resolutions set out in the notice of Annual General Meeting be taken by way of poll pursuant to Article 72 of the Articles of Association.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative shall have one vote for every fully paid Share of which he/she/it is the holder. A Shareholder entitled to more than one vote on a poll needs not use all his/her/its votes or cast all the votes he/she/it uses in the same way.


LETTER FROM THE BOARD

VII. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters or other material facts not contained in this circular, which, if omitted, would make any statement in this circular misleading.

VIII. RECOMMENDATION

The Directors consider that the proposed resolutions in relation to granting the Directors the Issue Mandate, the Repurchase Mandate and the Extension Mandate, as well as approving the re-election of the retiring Directors and the proposed re-appointment of auditor, are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

Except for Wisdomspirit Holding Limited, being a wholly-owned entity of Trident Trust Company (HK) Limited, the trustee of the trust established pursuant to the Pre-IPO Share Award Scheme, over the unvested Shares under the Pre-IPO Share Award Scheme, which shall abstain from voting on matters that require Shareholders' approval under Rule 17.05A of the Listing Rules, no other Shareholder is required to abstain from voting in respect of any of the resolutions to be proposed at the Annual General Meeting.

Treasury Shares, if any, registered under the name of the Company, and repurchased Shares pending cancellation, shall have no voting rights at the Annual General Meeting. For the avoidance of doubt, for the purpose of the Listing Rules, Treasury Shares, if any, pending withdrawal from and/or transferring through CCASS shall not bear any voting rights at the Annual General Meeting. As at the Latest Practicable Date, no Treasury Shares were held by the Company, and there are no repurchased Shares pending cancellation.

IX. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the Appendices to this circular. The English text of this circular shall prevail over the Chinese text.

Yours faithfully

For and on behalf of the Board

BrainAurora Medical Technology Limited

脑动极光医疗科技有限公司

Mr. Tan Zheng

Chairman and Executive Director

  • 12 -

APPENDIX I

DETAILS OF RETIRING DIRECTORS PROPOSED

FOR RE-ELECTION

The following are the biographical details of the Directors (as required by the Listing Rules) proposed to be re-elected at the Annual General Meeting.

(1) Mr. Deng Feng – Non-Executive Director

Mr. Deng Feng, aged 63, has served as our director since April 2023 and was re-designated as our non-executive Director on July 30, 2023.

Mr. Deng has over 23 years of experience in venture capital, computer engineering and telecommunication industry. He founded Northern Light Venture Capital in January 2006 and served as its founding managing partner, focusing on investment in high technology, internet, consumption and healthcare sectors. He obtained a bachelor's and a master's degree in electronic engineering from Tsinghua University in China in July 1986 and December 1988, respectively, a master's degree in computer engineering from the University of Southern California in U.S. in August 1993, and a master of business administration degree from the Wharton Business School of the University of Pennsylvania in U.S. in May 2005. Mr. Deng served as a director in New Hope Group (新希望集團有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 000876.SZ), from September 2016 to May 2022. Mr. Deng also served as a director in iRay Technology Company Limited (上海奕瑞光電子科技股份有限公司) from July 2017 to March 2022. Mr. Deng has been serving as a director in Burning Rock Biotech Ltd., a company listed on Nasdaq (stock ticker: BNR) since August 2016. He also served as a director in Hillstone Network Communication Technology Co. (山石網科通信技術股份有限公司), a company listed on the Shanghai Stock Exchange (stock code: 688030.SH), from December 2018 to January 2022. From August 2018 to June 2022, he served as a director in Cytek Biosciences Inc., a company listed on Nasdaq (stock ticker: CTKB).

Mr. Deng does not have any other relationships with any director, senior management, substantial shareholders or controlling shareholders of the Company. Save as disclosed above, he does not at present nor did he in the past three years hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas. As at the Latest Practicable Date, Mr. Deng has interested in 126,854,000 Shares within the meaning of Part XV of the SFO.

Mr. Deng has entered into an appointment letter with the Company for an initial term of three years commencing from the Listing Date, which may be terminated by not less than 3 months notice in writing served by either the non-executive Director or our Company.

Mr. Deng is not entitled to receive any remuneration in his capacity as non-executive Director under his appointment letter.

– I-1 –


APPENDIX I

DETAILS OF RETIRING DIRECTORS PROPOSED

FOR RE-ELECTION

(2) Mr. Yang Fan – Non-Executive Director

Mr. Yang Fan (楊帆), aged 45, has been appointed as a non-executive Director on April 15, 2026. He graduated from Carleton University with a bachelor’s degree in economic in 2004 and obtained a master’s degree in business administration from Cheung Kong Graduate School of Business in 2012. He further obtained an executive master’s degree of business administration from Guanghua School of Management of Peking University in 2020. Mr. Yang has over 20 years of experience in corporate finance. Since March 2023, he has served as a non-executive director of Immunotech Biopharm Ltd (stock code: 06978), a company listed on the Main Board of the Stock Exchange. Since 2016, he has held a number of senior management position in Tasly Financial Leasing Co., Ltd (天士力融資租賃有限公司) and currently serves as its director and president. From 2014 to 2016, he served as the executive director of the aviation investment division of China Minsheng Investment Co., Ltd. (中國民生投資股份有限公司) and the director of CM Luxembourg Investment S.A. Prior to that, Mr. Yang has held various senior and managerial positions in a number of financial leasing corporation and financial institutions.

Mr. Yang does not have any other relationships with any director, senior management, substantial shareholders or controlling shareholders of the Company. Save as disclosed above, he does not at present nor did he in the past three years hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas. As at the Latest Practicable Date, Mr. Yang did not have any interests in the Shares or underlying shares of the Company within the meaning of Part XV of the SFO.

Mr. Yang has entered into an appointment letter with the Company for an initial term of three years commencing from April 15, 2026, which may be terminated by not less than 3 months notice in writing served by either the non-executive Director or our Company.

Mr. Yang is not entitled to receive any remuneration in his capacity as non-executive Director under his appointment letter.

(3) Ms. Wang Jingbo – Non-Executive Director

Ms. Wang Jingbo (王晶菠), aged 42, has been appointed as a non-executive Director on April 15, 2026. She has over 20 years of extensive experience in the field of sales management, with a long-term focus on pharmaceutical marketing and team management. She obtained a master’s degree in applied psychology and management from the Brest Business School in 2021. Ms. Wang joined Xi’an Xingye Pharmaceutical Co., Ltd (西安興業醫藥有限公司) in 2006, and has successively served as a sales representative, sales manager, and sales director of the northern China region. Since 2020, she has been the deputy general manager of sales of Xi’an Xingye Pharmaceutical Co., Ltd (西安興業醫藥有限公司).

– I-2 –


APPENDIX I

DETAILS OF RETIRING DIRECTORS PROPOSED

FOR RE-ELECTION

Ms. Wang does not have any other relationships with any director, senior management, substantial shareholders or controlling shareholders of the Company. She does not at present nor did he in the past three years hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas. As at the Latest Practicable Date, Ms. Wang did not have any interests in the Shares or underlying shares of the Company within the meaning of Part XV of the SFO.

Ms. Wang has entered into an appointment letter with the Company for an initial term of three years commencing from April 15, 2026, which may be terminated by not less than 3 months notice in writing served by either the non-executive Director or our Company.

Ms. Wang is not entitled to receive any remuneration in his capacity as non-executive Director under her appointment letter.

(4) Dr. Duan Tao – Independent Non-Executive Director

Dr. Duan Tao (段濤), aged 62, has been appointed as an independent non-executive Director on the Listing Date. He is primarily responsible for supervising and providing independent advice on the operations and management of the Group. He is also a member of the Audit Committee, Remuneration Committee and Nomination Committee.

Since August 2000, Dr. Duan has been serving as the vice president and then the president Shanghai First Maternity and Infant Health Hospital of Tongji University (同濟大學附屬上海市第一婦嬰保健院). Dr. Duan has served as the project leader of the National Key Research and Development Program (國家重點研發計劃項目負責人) from July 2018 to December 2020 for “Research and Development of New Technologies for Intrauterine Diagnosis and Treatment of Major Fetal Diseases (重大胎兒疾病宮內診斷和治療新技術研發).” He has been awarded as the Shanghai Excellent Discipline Leader (上海市優秀學術帶頭人) for the year of 2014 and Shanghai Medical Leader (上海市醫學領軍人才) for the year of 2015. Dr. Duan graduated from Shandong Medical University (山東醫科大學, currently known as Shandong University Cheeloo College of Medicine (山東大學齊魯醫學院)) and majored in medicine in China in July 1987. He obtained a doctor’s degree of medicine in Shanghai Medical University (上海醫科大學) (currently known as Shanghai Medical College of Fudan University (復旦大學上海醫學院)) in China in July 1992.

Dr. Duan does not have any other relationships with any director, senior management, substantial shareholders or controlling shareholders of the Company. He does not at present nor did he in the past three years hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas. As at the Latest Practicable Date, Dr. Duan did not have any interests in the Shares or underlying shares of the Company within the meaning of Part XV of the SFO.

– I-3 –


APPENDIX I

DETAILS OF RETIRING DIRECTORS PROPOSED

FOR RE-ELECTION

Dr. Duan has entered into an appointment letter with the Company for an initial term of three years commencing from the Listing Date, which may be terminated by not less than 3 months notice in writing served by either the non-executive Director or our Company.

Dr. Duan is entitled to receive an annual director’s fee of HK$300,000 in his capacity as independent non-executive Director under his appointment letter, which was determined by the Board with reference to the recommendation from the Remuneration Committee and having regard to his duties and responsibilities, performance, qualification, experience, as well as prevailing market conditions and the remuneration policy of the Company.

(5) Mr. Tu Lei – Independent Non-Executive Director

Mr. Tu Lei (涂雷), aged 44, has been appointed as an independent non-executive Director in November 2025. He is primarily responsible for supervising and providing independent advice on the operations and management of the Group. He is also the chairman of the Remuneration Committee and a member of the Audit Committee and the Nomination Committee.

Mr. Tu has ample experience in corporate finance and corporate management. He worked at various branches of Standard Chartered Bank under Standard Chartered PLC, a company listed on the London Stock Exchange (stock code: STAN) and the Stock Exchange (stock code: 2888), from April 2005 to September 2016, where he successively held roles including associate, associate director, director and executive director. From September 2016 to July 2023, he continued his career at different branches of Credit Suisse Group AG, where he successively worked as managing director, head of structuring of Greater China of APAC financing group and head of APAC financing group of North Asia at Credit Suisse (Hong Kong) Limited; chief executive officer and member of the board at Credit Suisse Securities (China) Limited; and managing director and co-head and head of APAC financing group at Credit Suisse (Hong Kong) Limited. From July 2023 to September 2025, Mr. Tu served as managing director and head of APAC corporate book of global lending unit at UBS Group. Mr. Tu obtained his bachelor’s degrees in computer science and economics from Truman State University in the United States in December 2004.

Mr. Tu does not have any other relationships with any director, senior management, substantial shareholders or controlling shareholders of the Company. Save as disclosed above, he does not at present nor did he in the past three years hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas. As at the Latest Practicable Date, Mr. Tu did not have any interests in the Shares or underlying shares of the Company within the meaning of Part XV of the SFO.

Mr. Tu has entered into an appointment letter with the Company for an initial term of three years commencing from November 18, 2025, which may be terminated by not less than 3 months notice in writing served by either the independent non-executive Director or our Company.

– I-4 –


APPENDIX I DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Tu is entitled to receive an annual director’s fee of HK$300,000 in his capacity as independent non-executive Director under his appointment letter, which was determined by the Board with reference to the recommendation from the Remuneration Committee and having regard to his duties and responsibilities, performance, qualification, experience, as well as prevailing market conditions and the remuneration policy of the Company.

OTHER INFORMATION

Save as disclosed above, none of the Directors has or is proposed to have entered into any service agreement or appointment letter with any member of the Group (excluding agreements expiring or determinable by any member of the Group within one year without payment of compensation other than statutory compensation).

There are no other matters concerning each of the aforementioned retiring Directors’ re-election that needs to be brought to the attention of the Shareholders, and there is no other information that which is discloseable nor is/was he/she involved in any matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules.

  • I-5 -

APPENDIX II

EXPLANATORY STATEMENT

The following is the explanatory statement required by the Stock Exchange to be sent to the Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate.

1. LISTING RULES

The Listing Rules permit a company whose primary listing is on the Stock Exchange to repurchase its shares on the Stock Exchange and any other stock exchange on which the securities of the company are listed and such exchange is recognized by the SFC and the Stock Exchange subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchase of shares by such company must be approved in advance by an ordinary resolution of Shareholders, either by way of a general repurchase mandate or by specific approval of a particular transaction.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,358,278,000 Shares (excluding any Treasury Shares) of nominal value of US$0.0000001 each. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the Annual General Meeting, the Company will be allowed to repurchase a maximum of 135,827,800 Shares, representing 10% of the aggregate number of the Shares in issue (excluding any Treasury Shares) during the period ending on 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 to be held under any applicable laws or the Articles of Association; or (iii) the revocation or variation of the authority given under the resolution by an ordinary resolution of the Shareholders of the Company in general meeting.

3. REASONS FOR AND FUNDING OF REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase its Shares. A repurchase of Shares may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net value of the Company and/or its earnings per Share and will only be made when the Directors believe that such repurchase will be to the benefit of the Company and the Shareholders as a whole.

The Directors propose that the repurchase of Shares under the Repurchase Mandate would be financed from internal resources of the Company. It is envisaged that the funds required for any repurchase would be derived from the capital paid up on the Shares being repurchased and from the distributable profits of the Company, as well as any funds legally available for such purposes in accordance with the Articles of Association, the Cayman Companies Act or other applicable laws of the Cayman Islands and the Listing Rules. The Cayman Companies Act provides that the amount of capital repaid in connection with a share repurchase may be paid


APPENDIX II

EXPLANATORY STATEMENT

out of the profits of the Company or the proceeds of a fresh issue of Shares made for the purposes of the repurchase or out of capital subject to and in accordance with the Cayman Companies Act. The amount of premium over the par value of the Shares payable on repurchase may only be paid out of either the profits of the Company or out of the share premium account before or at the time the Shares are repurchased in the manner provided for in the Cayman Companies Act.

4. MATERIAL ADVERSE IMPACT

The Directors currently have no intention to repurchase any Shares, and they would only exercise the power to repurchase Shares in circumstances where they consider that such repurchase would be in the best interests of the Company and the Shareholders as a whole. The Directors are of the view that any repurchase of Shares (including the exercise of the Repurchase Mandate in full) would not have a material adverse impact on the working capital or gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company for the year ended December 31, 2025, being the date to which the latest published audited consolidated financial statements of the Company were made up. The Directors do not propose to exercise the Repurchase Mandate to an extent which would, in the circumstances, have a material adverse effect on the working capital or gearing position of the Company.

5. GENERAL MATTERS

The Company may cancel such repurchased Shares or hold them as Treasury Shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.

For the avoidance of doubt, pursuant to the applicable laws of the Cayman Islands, Treasury Shares must be held in the name of the Company. For any Treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the Treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the Treasury Shares from CCASS, and either re-register them in its own name as Treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as Treasury Shares.

  • II-2 -

APPENDIX II

EXPLANATORY STATEMENT

6. EFFECT OF THE TAKEOVERS CODE

If, as a result of a repurchase of the Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase in the Shareholder or Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

To the best knowledge and belief of the Directors, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of an exercise of the proposed Repurchase Mandate.

7. DIRECTORS, THEIR CLOSE ASSOCIATES AND THE COMPANY’S CORE CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge having made reasonable enquiries, any of their close associates has any present intention, in the event that the Repurchase Mandate is approved by Shareholders, to sell Shares to the Company. No core connected person of the Company has notified the Company that he/she/it has any present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

8. UNDERTAKING

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases pursuant to the proposed Repurchase Mandate in accordance with the Listing Rules, the Cayman Companies Act or other applicable laws of the Cayman Islands and the Articles of Association.

The Company confirms that neither the explanatory statement nor the Repurchase Mandate has unusual features.

9. SHARE REPURCHASE BY THE COMPANY

During the six months prior to the Latest Practicable Date, the Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise).


APPENDIX II

EXPLANATORY STATEMENT

10. SHARE PRICES

The highest and lowest prices per Share at which the Shares have traded on the Stock Exchange during each of the previous 12 months preceding the Latest Practicable Date were as follows:

Month Share Price Per Share
Highest HK$ Lowest HK$
2025
April 7.810 5.500
May 7.390 5.820
June 7.500 6.170
July 6.460 5.390
August 5.950 4.980
September 17.790 5.220
October 9.650 7.420
November 7.780 6.000
December 7.020 5.380
2026
January 8.480 4.620
February 5.220 3.770
March 4.920 3.880
April (up to the Latest Practicable Date) 4.790 3.950

NOTICE OF ANNUAL GENERAL MEETING

img-2.jpeg

脑动极光 BRAINAU

BrainAurora Medical Technology Limited

脑动极光医疗科技有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 6681)

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "Annual General Meeting") of BrainAurora Medical Technology Limited 脑動極光醫療科技有限公司 (the "Company") will be held by way of online meeting on June 18, 2026 at 10:00 a.m. for the following purposes. Words and expressions that are not expressly defined in this notice of Annual General Meeting shall bear the same meanings as those defined in the circular of the Company dated April 28, 2026.

ORDINARY RESOLUTIONS

  1. To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the "Directors") and auditor of the Company for the year ended December 31, 2025.

  2. To re-elect the following retiring Directors:

(a) Mr. Deng Feng as a non-executive Director;
(b) Mr. Yang Fan as a non-executive Director;
(c) Ms. Wang Jingbo as a non-executive Director;
(d) Dr. Duan Tao as an independent non-executive Director; and
(e) Mr. Tu Lei as an independent non-executive Director.

  1. To authorise the board of Directors (the "Board") to fix the remuneration of the Directors.

  2. To re-appoint Deloitte Touche Tohmatsu as auditor of the Company and to authorise the Board to fix their remuneration.

  3. To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

(A) "THAT

(i) subject to paragraph (iii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional

  • AGM-1 -

NOTICE OF ANNUAL GENERAL MEETING

shares in the capital of the Company (including any sale or transfer of treasury shares (which shall have the meaning ascribed to it under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") out of treasury or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;

(ii) the approval in paragraph (i) of this resolution above shall be in addition to any other authorisation given to the directors of the Company and shall authorise the directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;

(i) the aggregate number of shares which may be allotted or agreed conditionally or unconditionally to be allotted (including any sale or transfer of treasury shares out of treasury) (whether pursuant to options or otherwise) by the directors of the Company during the Relevant Period (as hereinafter defined) pursuant to paragraph (i) of this resolution above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined); or (2) the grant or exercise of any option under the option scheme of the Company or any other option, scheme or similar arrangement for the time being adopted for the grant or issue to the directors, officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (3) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (4) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed the aggregate of 20% of the aggregate number of the shares of the Company in issue (excluding any treasury shares) as at the date of passing this resolution and the said approval shall be limited accordingly; and

  • AGM-2 -

NOTICE OF ANNUAL GENERAL MEETING

(ii) for the purposes of this resolution:

(a) “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

(1) the conclusion of the next annual general meeting of the Company;

(2) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held;

(3) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

(b) “Rights Issue” means an offer of shares in the capital of the Company, or an offer or issue of warrants, options or other securities giving rights to subscribe for shares, open for a period fixed by the directors of the Company to holders of shares in the capital of the Company or any class thereof whose names appear on the register of members on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the directors of the Company 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 expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).

(B) “That:

(i) subject to paragraph (iii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and recognised for this purpose by the Securities and Futures Commission and the Stock Exchange under the Code on Share Buy-backs and, subject to and in accordance with all applicable laws and the Rules

  • AGM-3 -

NOTICE OF ANNUAL GENERAL MEETING

Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), be and is hereby generally and unconditionally approved;

(ii) the approval in paragraph (i) of this resolution above shall be in addition to any other authorisation given to the directors of the Company and shall authorise the directors of the Company during the Relevant Period (as hereinafter defined) to procure the Company to repurchase its shares at a price determined by the Directors;

(iii) the aggregate number of the shares of the Company in issue, which may be repurchased by the Company during the Relevant Period (as hereinafter defined) pursuant to the approval in paragraph (i) above shall not exceed 10% of the aggregate number of the shares of the Company in issue (excluding any treasury shares) as at the date of passing of this resolution, and the said approval shall be limited accordingly;

(iv) subject to the passing of each of the paragraphs (i), (ii) and (iii) of this resolution, any prior approvals of the kind referred to in paragraphs (i), (ii) and (iii) of this resolution which had been granted to the directors of the Company and which are still in effect be and are hereby revoked; and

(v) for the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

(a) the conclusion of the next annual general meeting of the Company;

(b) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and

(c) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

(C) “That conditional upon the resolutions numbered 5(A) and 5(B) set out in the notice convening this meeting being passed, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and otherwise deal with additional shares of the Company (including any sale or transfer of treasury shares out of treasury) and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the ordinary resolution numbered 5(A) set out in the notice convening this meeting be and is hereby extended by the addition to the

  • AGM-4 -

NOTICE OF ANNUAL GENERAL MEETING

aggregate number of the shares of the Company in issue which may be allotted or agreed conditional or unconditionally to be allotted by the directors of the Company pursuant to such general mandate of the aggregate number of the shares of the Company in issue to be repurchased by the Company under the authority granted pursuant to ordinary resolution numbered 5(B) set out in the notice convening this meeting, provided that such extended number shall not exceed 10% of the aggregate number of the shares of the Company in issue (excluding any treasury shares) as at the date of passing of this resolution.”

By Order of the Board

BrainAurora Medical Technology Limited

脑动极光医疗科技有限公司

Tan Zheng

Chairman and Executive Director

Hong Kong, April 28, 2026

REGISTERED OFFICE

PRINCIPAL PLACE OF BUSINESS IN HONG KONG

4-210, Governors Sq.

Room 1910, 19/F

23 Lime Tree Bay Avenue

Lee Garden One

PO Box 32311

33 Hysan Avenue

Grand Cayman KY1-1209

Causeway Bay

Cayman Islands

Hong Kong

Notes:

(i) A shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her; a proxy need not be a shareholder of the Company. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the Annual General Meeting. On a poll, votes may be given either personally or by proxy.

(ii) In the case of joint holders, any one of such joint holders may vote at the Annual General Meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the Annual General Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

(iii) In order to be valid, a form of proxy must be deposited at the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting (i.e. no later than 10:00 a.m. on Tuesday, June 16, 2026) or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting at the above meeting or any adjourned meeting thereof via the Vistra eVoting Portal if they so wish and, in such event, the form of proxy shall be deemed to be revoked.

(iv) In the case of joint holders of any share(s), only one pair of login username and password will be provided to the joint holders. Any one of such joint holders may attend or vote in respect of such share(s) as if he/she/it was solely entitled thereto.

  • AGM-5 -

NOTICE OF ANNUAL GENERAL MEETING

(v) The register of members of the Company will be closed from Monday, June 15, 2026 to Thursday, June 18, 2026, both days inclusive, during which period no share transfers can be registered. The record date for determining the entitlement of the Shareholders to attend and vote at the Annual General Meeting will be Thursday, June 18, 2026. In order to qualify for attending and voting at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Friday, June 12, 2026.

(vi) Non-registered Shareholders whose Shares are held in the Central Clearing and Settlement System through banks, brokers, custodians or Hong Kong Securities Clearing Company Limited may also be able to attend and vote at the online meeting. In this regard, they shall consult directly with their banks, brokers or custodians (as the case may be) for the necessary arrangements.

(vii) In respect of ordinary resolutions numbered 2 above, Mr. Deng Feng, Mr. Yang Fan, Ms. Wang Jingbo, Dr. Duan Tao and Mr. Tu Lei shall retire at the Annual General Meeting and being eligible, have offered themselves for re-election at the above meeting. Details of the above retiring directors of the Company are set out in Appendix I to the accompanied circular dated April 28, 2026.

(viii) In respect of the ordinary resolution numbered 5(A) above, the Directors wish to state that they have no immediate plans to issue any additional shares (including any sale or transfer of treasury shares out of treasury) of the Company. Approval is being sought from the shareholders of the Company as a general mandate for the purposes of the Listing Rules.

(ix) In respect of ordinary resolution numbered 5(B) above, the Directors wish to state that they will exercise the powers conferred by the general mandate to repurchase shares of the Company in circumstances which they deem appropriate for the benefits of shareholders of the Company. The explanatory statement containing the information necessary to enable shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own shares, as required by the Listing Rules, is set out in Appendix II to the accompanied circular dated April 28, 2026.

As of the date of this announcement, the Board comprises: (i) Mr. Tan Zheng as executive director; (ii) Mr. Deng Feng, Mr. Yang Fan and Ms. Wang Jingbo as non-executive directors; and (iii) Mr. Lam Yiu Por, Dr. Duan Tao and Mr. Tu Lei as independent non-executive directors.

  • AGM-6 -