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MicroPort CardioFlow Medtech Corporation Proxy Solicitation & Information Statement 2024

Aug 29, 2024

50410_rns_2024-08-29_6d7b18c3-a731-4280-8d99-df90859bbf1a.pdf

Proxy Solicitation & Information Statement

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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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MicroPort CardioFlow Medtech Corporation 微 創心 通醫 療科 技有 限公 司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 2160)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of the Company (the “ EGM ”) to be held on Friday, September 20, 2024 at 10:00 a.m. at No. 501 Niudun Road, Zhangjiang Hi-Tech Park, Pudong New District, Shanghai, China, for the following purposes. Unless otherwise defined, capitalized terms used in this notice shall have the same meanings as those in the circular of the Company dated August 30, 2024.

ORDINARY RESOLUTION

  1. the Equity Transfer Agreement dated August 22, 2024 entered into between MP CardioFlow and Shanghai MicroPort Medical, and the transaction contemplated thereunder be and are hereby approved, ratified and confirmed; and

  2. each of the Directors be and is hereby authorized to do all such acts and things and sign, agree, ratify or execute all such documents and take all such steps as the Director in his/her discretion may consider necessary, appropriate, desirable or expedient to implement, give effect to or in connection with the Equity Transfer Agreement and the transaction contemplated thereunder.

Yours faithfully,

By order of the Board MicroPort CardioFlow Medtech Corporation Chen Guoming

Chairman

Hong Kong, August 30, 2024

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Notes:

  • (i) For the purpose of determining the identity of the shareholders of the Company entitled to attend and vote at the EGM, the register of members of the Company will be closed from Monday, September 16, 2024 to Friday, September 20, 2024, 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 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 pm on Friday, September 13, 2024.

  • (ii) A shareholder entitled to attend and vote at the above EGM 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 shareholder of the Company.

  • (iii) In the case of joint holders of any Share, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such Share as if he/she were solely entitled thereto. However, if more than one of such joint holders be present at the EGM personally or by proxy, 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.

  • (iv) In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorized 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 authorized, and must be deposited with the Hong Kong share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712−1716, 17th 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 EGM (i.e. not later than 10:00 a.m., Wednesday, September 18, 2024). The completion and delivery of the form of proxy shall not preclude the shareholders from attending and voting in person at the EGM (or any adjourned meeting thereof) if they so wish and in such event, the form of proxy shall be deemed to be revoked.

  • (v) All resolutions at the EGM will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

  • (vi) Shareholders attending the EGM in person or by proxy shall bear their own travelling and accommodation expenses, and shall produce their identity documents.

  • (vii) References to dates and time in this notice are to Hong Kong dates and time.

  • (viii) The English text of this notice shall prevail over the Chinese text for the purpose of interpretation.

As of the date of this notice, the executive Directors are Mr. Jeffrey R Lindstrom, Mr. Zhao Liang and Ms. Yan Luying, the non-executive Directors are Mr. Chen Guoming, Mr. Zhang Junjie and Ms. Wu Xia, and the independent non-executive Directors are Mr. Jonathan H. Chou, Dr. Ding Jiandong and Ms. Sun Zhixiang.

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