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MicroPort CardioFlow Medtech Corporation Proxy Solicitation & Information Statement 2025

Jun 4, 2025

50410_rns_2025-06-04_cd79c9ac-02b7-4333-a374-5a996eae54ff.pdf

Proxy Solicitation & Information Statement

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MicroPort 心通医疗

MicroPort CardioFlow Medtech Corporation

微创心通医疗科技有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2160)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING

TO BE HELD ON FRIDAY, JUNE 27, 2025

I/We $^{(Note 1)}$

of _________ (address),

being the registered holder(s) of _________ shares $^{(Note 2)}$

of US$0.000005 each in the share capital of MicroPort CardioFlow Medtech Corporation (the “Company”) HEREBY

APPOINT $^{(Note 3)}$ THE CHAIRMAN OF THE MEETING or _________ (name)

of _________ (address),

as my/our proxy to attend the annual general meeting (and at any adjournment thereof) of the Company to be held on Friday, June 27, 2025 at 10:00 a.m. at No. 1661 Zhangdong Road, Zhangjiang Hi-Tech Park, Pudong New District, Shanghai, China for the purposes of considering and, if thought fit, passing the resolutions set out in the notice convening the said meeting and at such meeting (and at any adjournment thereof) to vote for me/us in my/our name(s) in respect of the resolutions as indicated below:

ORDINARY RESOLUTIONS FOR $^{(Note 4)}$ AGAINST $^{(Note 4)}$
1. To consider and receive the audited consolidated financial statements of the Company and its subsidiaries and the reports of directors of the Company (the “Directors”) and the auditor of the Company for the year ended December 31, 2024
2. To grant a general mandate to the Directors to repurchase shares of the Company not exceeding 10% of the total number of the issued share capital of the Company (excluding treasury shares)
3. To grant a general mandate to the Directors to allot, issue and deal with additional shares of the Company not exceeding 20% of the total number of the issued share capital of the Company (excluding treasury shares)
4. To extend the general mandate granted to the Directors to issue shares of the Company by adding thereto the shares to be bought back by the Company
5. (i) To re-elect Mr. Chen Guoming as a non-executive Director
(ii) To re-elect Mr. Zhang Ruinian as an executive Director
(iii) To re-elect Mr. Zhao Liang as an executive Director
6. (i) To consider and approve the Equity Transfer Agreement dated May 30, 2025, and the transaction contemplated thereunder
(ii) To consider and authorize such further acts and things and to sign and execute all such other or further documents or agreements and to take all such steps which, in the opinion of the Directors (or a duly authorized committee thereof), may be necessary, appropriate, desirable or expedient to implement and/or give effect to the terms of, or the transaction contemplated by the Equity Transfer Agreement and to agree to such variation, amendments or waiver of matters relating thereto as are, in the opinion of the Directors (or a duly authorized committee thereof), in the interests of the Company
7. To authorise the board of directors of the Company (the “Board”) to fix the remuneration of the Directors

ORDINARY RESOLUTIONS FOR(Note 4) AGAINST(Note 4)
8. To re-appoint KPMG as the auditor of the Company and authorize the Board to fix its remuneration
  • Unless otherwise defined, capitalized terms used in this form shall have the same meanings as those in the circular of the Company dated June 5, 2025.

Dated this __ day of __ 2025

Signature (Note 5): ____

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
  2. Please insert the number of shares of the Company registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).
  3. If any proxy other than the Chairman of the meeting is preferred, please strike out the words "THE CHAIRMAN OF THE MEETING" and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint one or more (if he/she/it holds more than one share) proxies to attend and vote instead of him/her/it. If more than one proxy is appointed, the appointment shall specify the number of shares in respect of which each such proxy (or proxies) is so appointed. A proxy need not be a shareholder of the Company. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
  4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (✓) IN THE RELEVANT BOX BELOW THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK (✓) IN THE RELEVANT BOX BELOW THE BOX MARKED "AGAINST". Failure to tick a box will entitle your proxy (or proxies) to cast your vote at his/her discretion. Your proxy (or proxies) will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.
  5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney or other person duly authorised.
  6. Every shareholder of the Company present in person or by proxy or, being a corporation, is present by its duly authorised representative, shall have one vote for every fully paid share of which he/she/it is the holder.
  7. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.
  8. To be valid, this form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be delivered to 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 not less than 48 hours before the time fixed for holding the annual general meeting (i.e. not later than 10:00 a.m. on Wednesday, June 25, 2025) or any adjournment thereof.
  9. The proxy need not be a shareholder of the Company but must attend the meeting in person to represent you.
  10. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish and in such event the form of proxy shall be deemed to be revoked.
  11. Shareholders or their proxies attending the meeting shall produce their identity documents.
  12. References to dates and time in this form of proxy are to Hong Kong dates and time.
  13. References herein to an allotment, issue or dealing with securities or shares shall include a sale or transfer of treasury shares listed on The Stock Exchange of Hong Kong Limited.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the annual general meeting of the Company (the "Purposes"). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy's (or proxies') name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Personal Data Privacy Officer, Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.