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Meihao Medical Group Co., Ltd Proxy Solicitation & Information Statement 2026
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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 licensed dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Meihao Medical Group Co., Ltd, you should at once hand this circular and the accompanying 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 disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
Meihao Medical Group Co., Ltd
美皓醫療集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1947)
PROPOSAL FOR
GENERAL MANDATES TO ISSUE SHARES AND
REPURCHASE SHARES, RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
Unless the context otherwise requires, capitalised terms used in this cover page shall have the same meanings as those defined in the section headed "Definitions" in this circular.
A notice convening the AGM of Meihao Medical Group Co., Ltd to be held at 10:00 a.m. on Thursday, 18 June 2026 at Conference Room, 5/F., Zhu Pu Building, No. 352 Jiangbin West Road, Lucheng District, Wenzhou City, Zhejiang Province, PRC, at which, among other things, the above proposals will be considered, is set out on pages 19 to 23 of this circular.
Whether or not you intend to attend the meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish. For the avoidance of doubt and for the purpose of the Listing Rules, holders of treasury shares of the Company (if any) shall abstain from voting at the Company's AGM.
24 April 2026
CONTENTS
Page
Definitions 1
Letter from the Board
- Introduction 5
- Issue Mandate, Repurchase Mandate and Extension Mandate 5
- Re-election of Directors 7
- Notice of Annual General Meeting 8
- Form of Proxy 8
- Voting by Poll 8
- Closure of Register of Members for Annual General Meeting 8
- Responsibility Statement 9
- Recommendation 9
- General 9
- Miscellaneous 9
Appendix I — Explanatory Statement on Repurchase Mandate 10
Appendix II — Details of the Directors Proposed for Re-election at the Annual General Meeting 14
Notice of Annual General Meeting 19
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"AGM" or "Annual General Meeting"
the annual general meeting of the Company to be convened and held at 10:00 a.m. on Thursday, 18 June 2026 at Conference Room, 5/F., Zhu Pu Building, No. 352 Jiangbin West Road, Lucheng District, Wenzhou City, Zhejiang Province, PRC, notice of which is set out on pages 19 to 23 of this circular and any adjournment thereof
"Articles" or "Articles of Association"
the second amended and restated memorandum and articles of association of the Company, as amended from time to time
"associate(s)"
has the meaning as defined under the Listing Rules
"CCASS"
the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited
"Board"
the board of Directors
"Companies Act"
the Companies Act, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands as amended, supplemented or otherwise modified from time to time
"Company"
Meihao Medical Group Co., Ltd (美皓醫療集團有限公司), an exempted company incorporated in the Cayman Islands with limited liability on 18 November 2019, the shares of which are listed on the Main Board of the Hong Kong Stock Exchange (Stock Code: 1947)
"Director(s)"
director(s) of the Company
"Extension Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the AGM to the effect that the aggregate number of the Shares which may be allotted and issued under the Issue Mandate may be extended by an addition of an amount representing the aggregate number of Shares repurchased under the Repurchase Mandate
"Group"
the Company with its subsidiaries and consolidated affiliated entities
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DEFINITIONS
| “HK$” | Hong Kong dollars, the lawful currency of Hong Kong |
|---|---|
| “Hong Kong” | the Hong Kong Special Administrative Region of the People’s Republic of China |
| “Hong Kong Stock Exchange” or “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Issue Mandate” | a general mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with Shares (including any sale or transfer of treasury shares out of treasury) of up to 20% of the total number of Shares in issue (excluding any treasury shares) as at the date of passing of the relevant resolution granting such mandate |
| “Latest Practicable Date” | 20 April 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein |
| “Listing Date” | 14 December 2022, on which the Shares are listed on the Hong Kong Stock Exchange and from which dealings in the Shares are permitted to commence on the Hong Kong Stock Exchange |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange |
| “Memorandum” | the memorandum of association of the Company as amended, supplemented or modified from time to time |
| “Memorandum and Articles of Association” | the memorandum and articles of association of the Company as amended, supplemented or modified from time to time |
| “Ordinary Resolution(s)” | the proposed ordinary resolution(s) as referred to in the AGM Notice |
| “PRC” | the People’s Republic of China, for the purpose of this circular, shall exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan |
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DEFINITIONS
"Repurchase Mandate"
a general mandate proposed to be granted to the Directors at the AGM to repurchase Shares of up to 10% of the total number of Shares in issue (excluding any treasury shares) as at the date of passing of the relevant resolution granting such mandate
"SFO"
the Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time
"Share(s)"
ordinary share(s) in the share capital of the Company with a par value of HK$0.01 each
"Shareholder(s)"
holder(s) of the Shares
"Takeovers Code"
the Codes on Takeovers and Mergers and Share Buybacks, as amended, supplemented or otherwise modified from time to time
"treasury shares"
has the meaning ascribed to it under the Listing Rules, as amended and supplemented from time to time
"%"
per cent
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LETTER FROM THE BOARD
Meihao Medical Group Co., Ltd
美皓醫療集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1947)
Executive Directors:
Mr. Wang Xiaomin (Chairman)
Dr. Zhou Jian
Independent Non-executive Directors:
Mr. Ng Ming Chee
Ms. Tam Hon Shan Celia
Mr. Zhang Yongcun
Registered office:
89 Nexus Way
Camana Bay
Grand Cayman KY1-9009
Cayman Islands
Principal place of business in
Hong Kong:
Unit 11, 5/F
Bedford Factory Building
No. 51 Bedford Road
Tai Kok Tsui
Kowloon
Hong Kong
Head office and principal place of
business in the PRC:
197 Fuqian Street
Lucheng District
Wenzhou City
Zhejiang Province
PRC
24 April 2026
To the Shareholder(s),
Dear Sir or Madam,
PROPOSAL FOR
GENERAL MANDATES TO ISSUE SHARES AND
REPURCHASE SHARES, RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
LETTER FROM THE BOARD
1. INTRODUCTION
The purpose of this circular is to inter alia provide you with information in respect of the resolutions to be proposed at the AGM to seek approval of the Shareholders in respect of, among other matters, (i) to grant the Issue Mandate and the Repurchase Mandate to the Directors; (ii) the re-election of the retiring Directors; and (iii) to give you notice of the AGM.
2. ISSUE MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE
Issue 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, pursuant to the Listing Rules, for the Issue Mandate to issue Shares. At the AGM, an ordinary resolution no. 4(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 out of treasury) up to 20% of the number of the issued Shares (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, there were 600,154,350 Shares in issue. Subject to the passing of the ordinary resolution no. 4(A) and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the AGM, the Company will be allowed to issue a maximum of 120,030,870 Shares.
In addition, subject to a separate approval of the ordinary resolution no. 4(C), the number of Shares purchased by the Company under ordinary resolution no. 4(B) will also be added to extend the 20% limit of the Issue Mandate as mentioned in ordinary resolution no. 4(A) provided that such additional amount shall not exceed 10% of the total number of issued Shares as at the date of passing the resolutions in relation to the Issue Mandate and the Repurchase Mandate.
The Directors wish to state that they have no immediate plans to issue any new Shares of the Company pursuant to the Issue Mandate.
Repurchase Mandate to Repurchase Shares
In addition, an ordinary resolution will be proposed at the Annual General Meeting to grant the Repurchase Mandate to the Directors to exercise the power of the Company to repurchase issued Shares representing up to 10% of the aggregate number of issued shares of the Company as at the date of the passing of the resolution in relation to the Repurchase Mandate (excluding any treasury shares). Assuming that there is no change in the number of the issued Shares (excluding any treasury shares) during the period between the Latest Practicable Date and the date of the AGM, the maximum number of Shares which may be repurchased pursuant to the Repurchase Mandate will be 60,015,435 Shares, being 10% of
LETTER FROM THE BOARD
the total number of issued Shares as at the date of passing of such resolution (excluding any treasury shares).
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 any treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company will adopt appropriate measures to ensure that it does not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in the Company's own name as treasury shares, which may include the Company not (or procure its broker not to) giving any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the treasury shares deposited with CCASS.
As required by the Listing Rules, an explanatory statement in connection with the Repurchase Mandate is set out in Appendix I 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 AGM.
Extension Mandate
An ordinary resolution will be proposed at the AGM, such that, subject to the passing of the aforesaid ordinary resolutions of the Issue Mandate and the Repurchase Mandate, to extend the number of Shares to be issued and allotted under the Issue Mandate (including a sale or transfer of treasury Shares) by an additional number representing such number of Shares repurchased under the Repurchase Mandate.
Any reference to an allotment, issue, grant, offer or disposal of shares shall include the sale or transfer of treasury shares in the capital of the Company (including to satisfy any obligation upon the conversion or exercise of any convertible securities, options, warrants or similar rights to subscribe for shares of the Company) to the extent permitted by, and subject to the provisions of, the Listing Rules and applicable laws and regulations.
Subject to the approval of the above proposals by the Shareholders at the Annual General Meeting, the Issue Mandate and the Repurchase Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; or (b) the expiration of the period within which the Company is required by the Companies Act or the Articles of Association to hold its next annual general meeting; or (c) when revoked or varied by ordinary resolution(s) of the Shareholders in a general meeting prior to the next annual general meeting of the Company.
LETTER FROM THE BOARD
Under the Listing Rules, the Company is required to give to the Shareholders all information which is reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the resolution in respect of the proposed grant of the Repurchase Mandate at the AGM. An explanatory statement for such purpose is set out in Appendix I to this circular.
3. RE-ELECTION OF DIRECTORS
The Board currently consists of five Directors, namely Mr. Wang Xiaomin, Dr. Zhou Jian, Mr. Ng Ming Chee, Ms. Tam Hon Shan Celia and Mr. Zhang Yongcun.
In accordance with Article 108 of the Articles of Association, at every annual general meeting one-third of the Directors for the time being, or, if their number is not a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. A retiring Director shall retain office until the close of the meeting at which he retires and shall be eligible for re-election.
Mr. Wang Xiaomin, being an executive Director, and Ms. Tam Hon Shan Celia, being an independent non-executive Director, will retire by rotation at the AGM and, being eligible, offer themselves for re-election.
The nomination committee of the Board has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's Board Diversity Policy and the Company's policy for the nomination of Directors as set forth in the terms of reference of the nomination committee of the Board, the Company's corporate strategy, and the independence of all independent non-executive Directors. Ms. Tam Hon Shan Celia confirmed her independency pursuant to Rule 3.13 of the Listing Rules. The nomination committee had assessed and reviewed the annual written confirmation of independence of Ms. Tam Hon Shan Celia as an independent non-executive Director based on the independence criteria as set out in Rule 3.13 of the Listing Rules and confirmed that they remain independent.
The nomination committee has recommended to the Board the re-election of all the retiring Directors at the AGM. As a good corporate governance practices, each of the retiring Directors abstained from voting at the relevant Board meeting on the respective propositions of their recommendations for re-election by the Shareholders at the AGM.
Details of the retiring Directors who are subject to the re-election at the AGM are set out in Appendix II to this circular in accordance with the relevant requirements of the Listing Rules. The biography of the retiring Directors set out in Appendix II to this circular indicates the perspectives, skills and experience each individual can bring to the Board and contribute to the diversity of the Board.
LETTER FROM THE BOARD
4. NOTICE OF ANNUAL GENERAL MEETING
The AGM Notice, which contains, inter alia, the ordinary resolutions relating to the proposal for the granting of the Issue Mandate, the Repurchase Mandate and the Extension Mandate, and re-election of retiring Directors, is set out on pages 19 to 23 of this circular.
5. FORM OF PROXY
A form of proxy for use at the AGM is enclosed herewith. Such form of proxy is also published on the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.meihaomedical.com. Whether or not you are able to attend the meeting, you are requested to complete the form of proxy and return it to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.
6. VOTING BY POLL
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the general meeting, in good faith, decides to allow a resolution which relates purely to procedural or administrative matter to be voted by a show of hands. Accordingly, each of the resolutions put to vote at the AGM will be taken by way of poll.
On a poll, every Shareholder present in person or by proxy (or being a corporation by its duly authorised representative) shall have one vote for each Share registered in his/her/its name in the register of members. A Shareholder entitled to more than one vote needs not use all his/her/its votes or cast all the votes he/she/it has in the same manner.
7. CLOSURE OF REGISTER OF MEMBERS FOR ANNUAL GENERAL MEETING
For the purpose of determining the identity of the Shareholders entitled to attend and vote at the AGM, the register of members of the Company will be closed from Monday, 15 June 2026 to Thursday, 18 June 2026 both dates inclusive, during which period no transfer of Shares will be effected. In order to qualify for attending the AGM, all transfers accompanied by the relevant certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Friday, 12 June 2026.
Holders of treasury shares (if any) shall abstain from voting on matters that require shareholders’ approval at the AGM.
LETTER FROM THE BOARD
8. 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 the omission of which would make any statement herein or this circular misleading.
9. RECOMMENDATION
The Directors are of the opinion that the proposals referred to in this circular are in the best interests of the Company and the Shareholders and therefore recommend you to vote in favour of all the relevant resolutions to be proposed at the AGM.
10. GENERAL
Your attention is also drawn to the appendices to this circular.
11. MISCELLANEOUS
The English version of this circular shall prevail over the Chinese version for the purpose of interpretation.
By order of the Board
Meihao Medical Group Co., Ltd
Wang Xiaomin
Chairman and executive Director
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APPENDIX I
EXPLANATORY STATEMENT ON REPURCHASE MANDATE
This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the Repurchase Mandate.
1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES
The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:
(i) the shares to be repurchased by a company must be fully paid-up; and
(ii) all on market repurchase of shares by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a specific approval in relation to specific transactions or by a general mandate to the directors of the company to make such repurchase, and a copy of such resolution together with the necessary documentation have been delivered to the Stock Exchange in accordance with the Listing Rules.
2. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 600,154,350 Shares. Subject to the passing of the ordinary resolution for repurchase of Shares and on the basis that no further new Shares are issued or repurchased up to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 60,015,435 Shares, representing 10% of the aggregate number of the total issued Shares as at the date of the passing of the ordinary resolution for repurchase of Shares during the period (excluding any treasury shares) ending on the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the Company is required by the Articles of Association or any applicable laws to hold its next annual general meeting; or (iii) when varied or revoked by an ordinary resolution of the Shareholders in general meeting.
3. REASONS FOR REPURCHASE
Repurchase of Shares will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets of the Company and/or its earnings per Share.
4. FUNDING OF REPURCHASE OF SHARES
Any repurchase of the Shares would be funded entirely from the cash flow or working capital facilities available to the Company, and will, in any event be made out of funds legally
APPENDIX I
EXPLANATORY STATEMENT ON REPURCHASE MANDATE
available for the purpose in accordance with the Articles and the applicable laws of the Cayman Islands and the Listing Rules. Such funds include, but are not limited to, profits available for distribution and/or the proceeds of a new issue of Shares made for the purpose of the repurchase or out of capital, if the Company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business. The Company may not purchase securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.
5. GENERAL
There might be a material adverse impact on the working capital or gearing position as compared with the position disclosed in the audited financial statements of the Company for the year ended 31 December 2024 in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period.
However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
6. SHARE PRICES
The highest and lowest prices at which the Shares have traded on the Stock Exchange during previous twelve months up to the Latest Practicable Date were as follows:
| Share Prices | ||
|---|---|---|
| Highest | ||
| HK$ | Lowest | |
| HK$ | ||
| 2025 | ||
| April | 0.360 | 0.325 |
| May | 0.410 | 0.290 |
| June | 0.300 | 0.280 |
| July | 0.320 | 0.280 |
| August | 0.450 | 0.329 |
| September | 0.410 | 0.320 |
| October | 0.360 | 0.285 |
| November | 0.355 | 0.300 |
| December | 0.400 | 0.345 |
| 2026 | ||
| January | 0.390 | 0.350 |
| February | 0.390 | 0.350 |
| March | 0.375 | 0.340 |
| April (up to and including the Latest Practicable Date) | 0.400 | 0.345 |
APPENDIX I
EXPLANATORY STATEMENT ON 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 (as defined in the Listing Rules) 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 (as defined in the Listing Rules) 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 OF THE DIRECTORS
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate pursuant to the proposed resolution in accordance with the Listing Rules and the applicable laws of Cayman Islands.
9. TAKEOVERS CODE
If on exercise of the powers of repurchase 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. As a result, a Shareholder (within the meaning under the Takeovers Code), 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.
As at the Latest Practicable Date, Mr. Wang Xiaomin and Ms. Zheng Man (the spouse of each other) are deemed to be interested in 372,110,000 Shares, representing approximately 62% of the issued share capital of the Company, within the meaning of Part XV of the SFO. In the event that the Directors should exercise in full the Repurchase Mandate, the interests in the Company of Mr. Wang Xiaomin and Ms. Zheng Man will be increased to approximately 68.99% of the issued Shares, but such increase would not trigger the obligation for Mr. Wang Xiaomin and Ms. Zheng Man to make a mandatory general offer under the Takeovers Code as the Shares owned by Mr. Wang Xiaomin and Ms. Zheng Man account for more than 50% of the issued share capital of the Company before such increase. The Directors are not aware of any other consequences which may arise under the Takeovers Code as a result of any purchase by the Company of its Shares.
The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the total number of issued shares of the Company would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.
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APPENDIX I
EXPLANATORY STATEMENT ON
REPURCHASE MANDATE
10. SHARE REPURCHASE MADE BY THE COMPANY
The Company has not repurchased any of the Shares (whether on the Stock Exchange or otherwise) for they year ended 31 December 2025 and up to the Latest Practicable Date.
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APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION AT THE ANNUAL GENERAL MEETING
The following are the particulars of the retiring Directors (as required by the Listing Rules) proposed for re-election.
EXECUTIVE DIRECTOR
Mr. Wang Xiaomin
Mr. Wang Xiaomin (王曉敏, “Mr. Wang”), aged 52, is the co-founder of our Group and was appointed as a Director on 20 November 2019 and was re-designated as an executive Director on 29 January 2020. Mr. Wang is also the chairman of the Board and chief executive officer responsible for overall strategic planning and overseeing general management and daily operation of our Group. Save for Wenzhou Hospital, Wenzhou Oral Care and Binda Oral Care, Mr. Wang also holds directorships in each of the subsidiaries of our Group. He is also the chairman of the Nomination Committee and a member of the Remuneration Committee.
Mr. Wang is an entrepreneur who has around 18 years of experience in hospital management in the dental service industry in the PRC. Before participating in the private dental service industry, from March 1993 to June 2004, Mr. Wang worked in Property Management Bureau of the Wenzhou People's Government (温州市房產管理局). With insight in private dental service industry, he established the predecessor company of Wenzhou Hospital, which first obtained the Medical Institution Practicing License in September 2004. To allow more flexibility in managing his business as a sole proprietor at the initial stage of development of his business, Mr. Wang instead commenced the provision of private dental services to individuals in Wenzhou through establishing an individual proprietorship enterprise (個人獨資企業), namely Wenzhou Dental Hospital (温州牙科醫院) (the "Predecessor Entity"), in April 2005, where he was responsible for overall strategic planning and overseeing general management and daily operation of the Predecessor Entity. Subsequently in March 2011, Mr. Wang and Ms. Zheng Man, an executive Director and general manager of the Company, co-founded Wenzhou Hospital, our first operating subsidiary as a platform for the continuation and further expansion of the dental service business, and began our Group's private dental service business, and the Predecessor Entity was dissolved by way of liquidation.
Mr. Wang graduated from China University of Geosciences (中國地質大學) after completion of a two-year professional learning programme of legal studies through online learning in the PRC in April 2005. He then obtained a master's degree in hospital management in September 2008 jointly offered by Nankai University (南開大學) in the PRC and Flinders University in Australia, and completed a professional programme in stomatology from Shandong Liming Technology Vocational College (山東力明科技職業學院) in the PRC in July 2017. Mr. Wang currently holds a number of public positions. Since May 2011, Mr. Wang has been serving as the executive vice president of U.A.E. Wenzhou Chamber of Commerce (阿聯酋温州商會). In March 2015, he was appointed as the executive vice president of Wenzhou Non-public Medical Institutions Association (温州市非公立醫療機構協會) and he was further appointed as the president of the stomatology branch of the aforesaid association (温州市非公立醫療機構協會口腔醫療分會) in January 2016. In April and September 2017, Mr. Wang was appointed as the
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APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION AT THE ANNUAL GENERAL MEETING
executive president of Wenzhou Lucheng Overseas Chinese Association (温州鹿城海外華僑華人聯合會) and the executive chairman of the Youth Committee of Wenzhou Lucheng Overseas Chinese Association (温州鹿城海外華僑華人聯合會青年委員會), respectively. Later in October 2017, he was further appointed as the executive vice president of Young Overseas Chinese Association of Zhejiang Province (浙江省僑界青年聯合會).
Mr. Wang is the spouse of Ms. Zheng Man, who retired as an executive Director and general manager of the Company upon the conclusion of the annual general meeting held 18 June 2025.
Mr. Wang has entered into a service agreement with the Company pursuant to which he agreed to act as an executive Director for an initial term of three years commencing from the Listing Date which shall continue thereafter (subject to the Articles and the Listing Rules). Each party may terminate the service agreement by giving to the other not less than three months' prior notice in writing. In accordance with the Articles and the Listing Rules, Mr. Wang shall retire and shall be eligible for re-election at least once every three years. In 2025, Mr. Wang shall be entitled to receive a director's fee of RMB771,175.78 in total (with effect from 18 June 2025, Mr. Wang voluntarily reduced his monthly remuneration to RMB1 to accommodate the business needs and development of the Group) for his service as an executive Director as determined by the Board with reference to his performance and responsibilities, performance of the Group and prevailing market practice.
As at the Latest Practicable Date, Mr. Wang is a substantial shareholder of the Company and he is deemed to be interested 372,110,000 shares of the Company, of which 282,110,000 shares and 45,000,000 shares of the Company held by JTC (China) Co., LTD (健齒康(中國)有限公司) ("JTC BVI") and Ricon (China) Co., LTD (瑞康(中國)有限公司) ("Ricon BVI") respectively, both JTC BVI and Ricon BVI is directly and wholly owned by Mr. Wang, representing approximately 54.5% of the total issued share capital of the Company. Mr. Wang is also interested in 45,000,000 shares in Meihao (China) Co., LTD (美皓(中國)有限公司) ("Meihao BVI"). Meihao BVI is directly and wholly owned by Ms. Zheng Man who retired as an executive Director and general manager of the Company upon the conclusion of the annual general meeting held 18 June 2025, Mr. Wang and Ms. Zheng Man are the spouse of one another, and are therefore deemed to be interested in any Shares in which one another is interested. In aggerate, Mr. Wang is interested and is deemed to be interest in 372,110,000 shares of the Company, representing approximately 62% of the total issued share capital of the Company, pursuant to Part XV of SFO. Save as disclosed herein, Mr. Wang does not hold any interests in the shares within the meaning of Part XV of the SFO.
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APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION AT THE ANNUAL GENERAL MEETING
INDEPENDENT NON-EXECUTIVE DIRECTOR
Ms. Tam Hon Shan Celia
Ms. Tam Hon Shan Celia (譚漢珊, “Ms. Tam”), aged 53, was appointed as an independent non-executive Director on 8 November 2022. Ms. Tam is responsible for supervising the management of the Group and providing independent judgement to our Board. She is also the chairperson of the Remuneration Committee and a member of the Audit Committee and the Nomination Committee.
Ms. Tam has over 25 years of experience in financial management. From June 1991 to May 1994, Ms. Tam was a senior financial clerk at Bates Hong Kong Ltd. From August 1994 to October 1997, Ms. Tam served as an accountant at Draft Worldwide Ltd, where she was responsible for managing the financial matters of the company. From October 1997 to May 1999, Ms. Tam served as an accountant at Baker Norton Asia Ltd, where she was principally responsible for financial matters. From June 1999 to November 2000, Ms. Tam served as a senior accountant at World Pioneer Ltd., where she was responsible for setting up the accounting system and managing the accounting functions of the company. From November 2000 to October 2003, Ms. Tam was the finance and administration manager at Infoserve Technology Hong Kong Ltd., where she was responsible for the management of finance, administration and human resources matters. From October 2003 to August 2004, Ms. Tam served as a senior financial manager at e.Energy Technology Limited where she was responsible for managing the finance department, administration department and human resources department, coordinating the daily financial management and reporting directly to the CEO. From August 2004 to March 2007, Ms. Tam served as the group finance manager at Heal Force Development Limited (香港力康發展有限公司) where she was responsible for the financial management of 20 subsidiaries in Hong Kong and mainland, including budget management, capital control, tax planning, financial analysis, and IPO relevant issues. From April 2007 to September 2013, Ms. Tam served as the head of financial department at NetDragon Websoft Holdings Limited (網龍網絡控股有限公司) (stock code: 0777) where she formulated financial development strategies and internal control system of financial management for the company in accordance with the listing requirements of the Stock Exchange and provided financial analysis and decision-making for the company's operations, business development, and other matters. From in January 2011 to February 2015, Ms. Tam served as the chief financial officer and a vice president at 91 Wireless Websoft Limited, a wholly-owned subsidiary of Baidu Inc., a company listed on NASDAQ (NASDAQ ticker: BIDU), where she was responsible for supervising and managing the finance, legal, human resources, internal control, government relationship and administration departments. From September 2014 to March 2018, Ms. Tam was an independent non-executive director and the chairlady of the audit committee and a member of the nomination committee of Zhejiang Tengy Environmental Technology Co., Ltd (浙江天潔環境科技股份有限公司) (stock code: 1527). From December 2019 to May 2025, Ms. Tam has served as an independent non-executive director of Icon Culture Global Company Limited (天泓文創國際集團有限公司) (stock code: 8500), where she was responsible for supervising the Group's compliance, corporate governance matters and providing independent judgment and advice to the Group.
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APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION AT THE ANNUAL GENERAL MEETING
Ms. Tam is a member of The Hong Kong Institute of Certified Public Accountants since April 2002 and a fellow of The Association of Chartered Certified Accountants since November 2006. Ms. Tam obtained a bachelor's degree in business accounting from University of Lincolnshire and Humberside (currently known as University of Lincoln), United Kingdom in April 2000, and a master's degree in educational counselling from The Education University of Hong Kong in July 2018.
Ms. Tam entered into a letter of appointment with the Company dated 8 November 2022 for a term of three years commencing from the Listing Date, which may be terminated by not less than three months' notice in writing served by either party on the other. Ms. Tam is entitled to receive Director's fees of HK$180,000 per annum. The remuneration of Ms. Tam was determined by the Board upon recommendation from remuneration committee of the Company with reference to his duties and responsibilities in the Company.
Save as disclosed above, as at the Latest Practicable Date, Ms. Tam (i) does not have any interests in the shares of the Company within the meaning of Part XV of SFO; (ii) did not hold any directorships in the last three years in any public companies the securities of which are listed on any securities market in Hong Kong or overseas; (iii) does not hold any other positions with the Company or other members of the Group; and (iv) does not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company.
Save as disclosed above, there are no other matters related to the appointment that need to be brought to the attention of the Shareholders of the Company in connection with Ms. Tam's re-election and there is no other information that should be disclosed pursuant to paragraph 13.51(2)(h) to (v) of the Listing Rules.
The total amount of the Directors' remuneration for the year ended 31 December 2025 received by each of the retiring Directors are set out in the financial statements of the Company's 2025 annual report. The Directors' remuneration is determined by the Remuneration Committee of the Company having regard to the Director's performance, duties and responsibilities with the Company, the Company's performance and profitability, the Company's remuneration policy and the market trends for some position.
APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION AT THE ANNUAL GENERAL MEETING
DIRECTOR'S INTEREST
Save as disclosed in this circular, to the best knowledge of the Company, each of the Directors who stand for re-election (i) does not hold other positions in the Company or other members of the Group, (ii) does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, does not have any relationship with any other Director, senior management, substantial shareholder or Controlling Shareholder of the Company, (iii) does not have any interest in the securities within the meaning of Part XV of the Securities and Futures Ordinance, and (iv) has no information to disclose pursuant to any of the requirements of Rule 13.51(2)(h)-13.51(2)(v) of the Listing Rules; and there are no other matters that need to be brought to the attention of the Shareholders.
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NOTICE OF ANNUAL GENERAL MEETING
Meihao Medical Group Co., Ltd
美皓醫療集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1947)
NOTICE IS HEREBY GIVEN THAT an annual general meeting of Meihao Medical Group Co., Ltd (the "Company") will be held at 10:00 a.m. on Thursday, 18 June 2026 at Conference Room, 5/F., Zhu Pu Building, No. 352 Jiangbin West Road, Lucheng District, Wenzhou City, Zhejiang Province, PRC for the following purposes:
AS ORDINARY RESOLUTIONS
-
To receive and adopt the audited consolidated financial statements and the reports of the directors of the Company (the "Directors") and auditor for the year ended 31 December 2025.
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(i) To re-elect Mr. Wang Xiaomin as an executive Director.
(ii) To re-elect Ms. Tam Hon Shan Celia as an independent non-executive Director.
(iii) To authorise the board (the "Board") of Directors to fix the remuneration of the Directors.
- To re-appoint McMillan Woods (Hong Kong) CPA Limited as auditor and to authorise the Board to fix its remuneration.
To consider and, if thought fit, pass the following resolutions as ordinary resolutions of the Company (with or without amendments):
- "THAT:
(a) subject to the following provisions of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.01 each in the share capital of the Company (the "Shares"), (including any sale or transfer of treasury shares out of treasury), and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which
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NOTICE OF ANNUAL GENERAL MEETING
would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of the conversion rights attaching to any convertible securities 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; (iii) the exercise of warrants to subscribe for Shares; (iv) the exercise of options granted under any share option scheme or similar arrangement for the time being adopted by the Company; or (v) any scrip dividend scheme or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles of Association of the Company in force from time to time; shall not exceed 20% of the aggregate number of Shares of the Company in issue (excluding any treasury shares) as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
(d) for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law of the Cayman Islands to be held; or
(iii) the date on which such mandate is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.
"Rights Issue" means an offer of Shares open for a period fixed by the Directors to the holders of Shares or any class of Shares whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the directors 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 expense or delay which may be involved in determining the exercise or extent of any restrictions or
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NOTICE OF ANNUAL GENERAL MEETING
obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).
Any reference to an allotment, issue, grant, offer or disposal of shares shall include the sale or transfer of treasury shares in the capital of the Company (including to satisfy any obligation upon the conversion or exercise of any convertible securities, options, warrants or similar rights to subscribe for shares of the Company) to the extent permitted by, and subject to the provisions of, the Listing Rules and applicable laws and regulation.”
- “THAT:
(a) subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase the Shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or those of any other recognised stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf 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;
(c) the aggregate number of Shares of the Company in issue, which may be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the aggregate number of Shares of the Company in issue (excluding any treasury shares) as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
(d) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law of the Cayman Islands to be held; or
(iii) the date on which such mandate is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”
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NOTICE OF ANNUAL GENERAL MEETING
- "THAT conditional upon resolutions numbered 4 and 5 above being passed, the general mandate granted to the Directors to allot, issue and deal with additional Shares (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 resolution numbered 4 above be and is hereby extended by the additional thereto of an amount representing the aggregate number of Shares repurchased by the Company under the authority granted pursuant to resolution numbered 5 above, provided that such amount shall not exceed 10% of the aggregate number of Shares of the Company in issue (excluding any treasury shares) as at the date of passing the resolution."
By order of the Board
Meihao Medical Group Co., Ltd
Wang Xiaomin
Chairman and executive Director
Hong Kong, 24 April 2026
Notes:
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For the purpose of determining the identity of the shareholders entitled to attend and vote at the meeting, the register of members of the Company will be closed from Monday, 15 June 2026 to Thursday, 18 June 2026 both dates inclusive, during which period no transfer of shares will be effected. All transfers accompanied by the relevant certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Friday, 12 June 2026.
-
A member of the Company entitled to attend and vote at the meeting is entitled to appoint one or, if he is the holder of two or more shares, more proxies to attend and vote instead of him. A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
-
In the case of joint holders of shares in the Company, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), seniority being determined by the order in which names stand in the register of members.
-
In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorise in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney or other person duly authorise, and must be deposited with the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) not less than 48 hours before the time fixed for holding of the Meeting. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.
-
With respect to resolution numbered 2 of this notice, Mr. Wang Xiaomin and Ms. Tam Hon Shan Celia shall retire from office of directorship and shall offer themselves for re-election in accordance with the articles of association of the Company. Details of their information which are required to be disclosed under the Listing Rules are set out in Appendix II to the circular of the Company dated 24 April 2026.
NOTICE OF ANNUAL GENERAL MEETING
-
In relation to the resolutions numbered 4 and 6 of this notice, approval is being sought from the Shareholders for the grant to the Directors of a general mandate to authorize the allotment and issue of Shares in accordance with all applicable laws and the Listing Rules.
-
With respect to resolution numbered 5 of this notice, the directors of the Company 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 I to the accompanied circular dated 24 April 2026.
-
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. On a poll, votes may be given either personally or by proxy.
-
To the extent that there are any inconsistencies between the English version and the Chinese version of this notice, the English version shall prevail.
-
In the event that a typhoon signal no. 8 or above is hoisted or a black rainstorm warning signal is in force on the day of the meeting, shareholders are suggested to visit the Company's website (http://www.meihaomedical.com) for arrangements of the meeting.
As at the date of this notice, the executive Directors are Mr. Wang Xiaomin and Dr. Zhou Jian, and the independent non-executive Directors are Mr. Ng Ming Chee, Ms. Tam Hon Shan Celia and Mr. Zhang Yongcun.
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