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Gaush Meditech Ltd AGM Information 2026

Apr 29, 2026

50577_rns_2026-04-29_83bf6c21-b6be-4ab0-b2db-dd541bf4f708.pdf

AGM Information

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

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Gaush Meditech Ltd 高視醫療科技有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2407)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “ AGM ”) of Gaush Meditech Ltd (the “ Company ”) will be held at Room 1901, Building A, Zhonghui Plaza, No. 11 Dongzhimen South Avenue, Dongcheng District, Beijing, China on Thursday, May 28, 2026 at 3:00 p.m. for the following purposes:

Ordinary Resolutions

  1. To receive and adopt the audited consolidated financial statements of the Company for the year ended December 31, 2025 and the reports of the directors and auditors thereon.

  2. (a) To re-elect the following retiring directors of the Company (the “ Director(s) ”):

    • (i) To re-elect Mr. Zhao Xinli as an executive Director;

    • (ii) To re-elect Mr. Zhang Jianjun as an executive Director;

    • (iii) To re-elect Ms. Li Wenqi as an executive Director; and

  3. (b) To authorize the board of Directors (the “ Board ”) to fix the remuneration of the Directors.

  4. To re-appoint Ernst & Young as auditor of the Company and authorize the Board to fix their remuneration within a range of approximately RMB4.5 million to RMB4.7 million.

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  1. To consider and, if thought fit, pass with or without modification the following resolutions as ordinary resolutions:

  2. (A) “ That :

    • (i) subject to compliance with the prevailing requirements of the Listing Rules and paragraph (iii) below, the exercise by the Directors during the Relevant Period (as defined hereinafter) of all the powers of the Company to allot, issue and/or otherwise deal with additional shares of the Company (including any sale or transfer of treasury shares 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) above shall be in addition to any other authorization given to the Directors and shall authorize the Directors during the Relevant Period (as defined hereinafter) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;

    • (iii) the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (or in the case of treasury shares, sold or transferred) (whether pursuant to options or otherwise) by the Directors during the Relevant Period (as defined hereinafter) pursuant to paragraph (i) above, otherwise than pursuant to:

      • (1) any Rights Issue (as defined hereinafter);

      • (2) the grant or exercise of any option under any share option scheme of the Company (if applicable) or any other option scheme or similar arrangements 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 and/or other eligible participants specified thereunder of options to subscribe for shares or rights to acquire shares of the Company;

      • (3) any scrip dividend or similar arrangement providing for the allotment and issue of the shares of the Company 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; or

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  • (4) any issue of shares of 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:

  • (5) (a) 20% of the total number of issued shares of the Company (excluding treasury shares, if any) as at the date of passing this resolution; and

  • (b) (if the Board is so authorized by resolution numbered 4(C)) the aggregate number of shares of the Company repurchased by the Company subsequent to the passing of resolution numbered 4(B) (up to a maximum equivalent to 10% of the total number of issued shares of the Company (excluding treasury shares, if any) as at the date of passing resolution numbered 4(B)),

and the approval shall be limited accordingly; and

  • (iv) for the purpose of this resolution:

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

    • (1) the conclusion of the next annual general meeting of the Company, at which time the authorization set forth in this resolution shall expire, unless the meeting passes an ordinary resolution to extend it (with or without conditions);

    • (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 passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution; and

  • (b) “ Rights Issue ” means an offer of shares of the Company or an issue of warrants, options or other securities giving rights to subscribe for shares of the Company, open for a period fixed by the Directors to holders of shares of the Company on the register of members of the Company on a fixed record

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date in proportion to their then holdings of such shares of the Company (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the 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 recognized regulatory body or any stock exchange applicable to the Company).”

(B) “ That :

  • (i) subject to compliance with the prevailing requirements of the Listing Rules and paragraph (ii) of this resolution, the exercise by the Directors during the Relevant Period (as defined hereinafter) of all the powers of the Company to repurchase and cancel or hold in treasury, 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 which is recognized 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 Governing the Listing of Securities on the Stock Exchange (the “ Listing Rules ”), be and is hereby generally and unconditionally approved;

  • (ii) the aggregate number of shares of the Company to be repurchased and cancelled or held in treasury, pursuant to the approval in paragraph (i) of this resolution shall not exceed 10% of the total number of issued shares of the Company (excluding treasury shares, if any) as at the date of passing of this resolution, and the said approval shall be limited accordingly;

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

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  • (iv) for the purpose of this resolution:

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

  • (a) the conclusion of the next annual general meeting of the Company, at which time the authorization set forth in this resolution shall expire, unless the meeting passes an ordinary resolution to extend it (with or without conditions);

  • (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 passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.”

  • (C) “ That conditional upon the resolutions numbered 4(A) and 4(B) set out in this notice being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and/or otherwise deal with (including any sale or transfer of treasury shares out of treasury) new shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the resolution numbered 4(A) set out in this notice be and is hereby extended by the addition to the number of issued shares of the Company which may be allotted or agreed conditional or unconditionally to be allotted (or in the case of treasury shares, sold or transferred) by the Directors pursuant to such general mandate of an amount representing the number of issued shares of the Company repurchased by the Company under the authority granted pursuant to resolution numbered 4(B) set out in this notice, provided that such extended amount shall represent up to 10% of the total number of issued shares of the Company (excluding treasury shares, if any) as at the date of passing of the said resolutions.”

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  1. To consider, as special business and, if thought fit, pass the following resolution as a special resolution:

Special Resolution

That the existing sixth amended and restated memorandum and articles of association of the Company be amended in the manner as set out in the circular of the Company dated April 29, 2026 (the “ Circular ”) and the seventh amended and restated memorandum and articles of association of the Company in the form of the document marked “A” and produced to the AGM and for the purpose of identification initialled by the chairman of the AGM, which consolidates all the proposed amendments mentioned in the Circular, be approved and adopted in substitution for and to the exclusion of the existing sixth amended and restated memorandum and articles of association of the Company with immediate effect and that any Director or company secretary of the Company be and is hereby authorised to do all things necessary to implement the adoption of the seventh amended and restated memorandum and articles of association of the Company.”

By order of the Board Gaush Meditech Ltd Mr. Gao Tieta

Chairman and Executive Director

Hong Kong, April 29, 2026

Registered Office:

4th Floor, Harbour Place 103 South Church Street P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands

Head Office and Principal Place of Business in the People’s Republic of China: Room 1901, Building A, Zhonghui Plaza No. 11 Dongzhimen South Avenue Dongcheng District, Beijing, China

Principal Place of Business in Hong Kong:

31/F, Tower Two, Times Square

1 Matheson Street Causeway Bay Hong Kong

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Notes:

  • (i) Ordinary resolution numbered 4(C) will be proposed to the shareholders of the Company for approval provided that ordinary resolutions numbered 4(A) and 4(B) are passed by the shareholders of the Company.

  • (ii) A shareholder entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend, speak and vote in his/her/its stead. The proxy does not need to be a shareholder of the Company.

  • (iii) Where there are joint registered holders of any shares, any one of such persons may vote at the above meeting (or at any adjournment of it), either personally or by proxy, in respect of such shares as if he/she/it was solely entitled thereto, but the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.

  • (iv) In order to be valid, the completed form of proxy, must be deposited at the Company’s branch share registrar in Hong Kong, 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 certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practice in Hong Kong) at least 48 hours before the time appointed for holding the above meeting (i.e. at or before 3:00 p.m. on Tuesday, May 26, 2026) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the above meeting or any adjourned meeting thereof if they so wish, and in such event, the form of proxy shall be deemed to be revoked.

  • (v) For the purpose of determining the entitlement of the shareholders of the Company to attend and vote at the above meeting, the register of members of the Company will be closed from Friday, May 22, 2026 to Thursday, May 28, 2026, both days inclusive, during which period no transfer of shares will be registered. The record date for determining the eligibility to attend and vote at the above meeting will be Thursday, May 28, 2026. In order to be eligible to attend and vote at the above meeting, the shareholders of the Company must deliver all properly completed transfer forms accompanied by the relevant share certificate(s) to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration of relevant transfers not later than 4:30 p.m. on Thursday, May 21, 2026.

  • (vi) In respect of ordinary resolutions numbered 3(a) above, Mr. Zhao Xinli, Mr. Zhang Jianjun and Ms. Li Wenqi shall retire and, being eligible, offered themselves for re-election as Directors at the above meeting. Details of the above retiring Directors are set out in Appendix I to the circular dated April 29, 2026.

  • (vii) In respect of the ordinary resolution numbered 4(A) above, the Directors wish to state that they have no immediate plans to issue any new shares of the Company referred therein. Approval is being sought from the shareholders of the Company as a general mandate for the purposes of the Listing Rules.

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  • (viii) In respect of ordinary resolution numbered 4(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 and for the benefits of the shareholders of the Company. The explanatory statement containing the information necessary to enable the shareholders of the Company 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 circular dated April 29, 2026.

  • (ix) Pursuant to Rule 13.39(4) of the Listing Rules, voting for all the resolutions set out in this notice will be taken by poll at the above meeting.

As at the date of this notice, the Board comprises Mr. Gao Tieta as Chairman and executive Director, Mr. Liu Xinwei, Mr. Zhao Xinli, Mr. Zhang Jianjun and Ms. Li Wenqi as executive Directors, Dr. David Guowei Wang as non-executive Director, and Mr. Feng Xin, Mr. Wang Li-Shin and Mr. Chan Fan Shing as independent non-executive Directors.

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