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MicroPort CardioFlow Medtech Corporation Proxy Solicitation & Information Statement 2026

Jan 26, 2026

50410_rns_2026-01-26_9f17e72a-85c0-4936-915c-ec4a4b8be6ba.pdf

Proxy Solicitation & Information Statement

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January 27, 2026

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 your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in MicroPort CardioFlow Medtech Corporation (the "Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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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MicroPort®微创心通

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)

PROPOSED SHARE CONSOLIDATION

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM of the Company to be convened and held at No. 501 Niudun Road, Zhangjiang Hi-Tech Park, Pudong New District, Shanghai, China on Wednesday, February 11, 2026 at 10:00 a.m. is set out on pages 19 to 21 of this circular. A form of proxy for use at the EGM is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (http://www.hkexnews.hk) and the Company (http://www.cardioflowmedtech.com) respectively.

Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company's Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

References to dates and time in this circular are to Hong Kong dates and time. Where the context so permits or requires in this circular, words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders and vice versa.


CONTENTS

Page

Definitions ... 1
Expected Timetable ... 4
Letter from the Board ... 6
Notice of EGM ... 19

  • i -

DEFINITIONS

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

“Board” the board of Directors

“Business Day” a day other than a Saturday, Sunday, public holiday and on which banks are open for inter-bank clearing of cheques in Hong Kong

“CCASS” the Central Clearing and Settlement System established and operated by HKSCC

“CCASS Operational Procedures” the operational procedures of HKSCC in relation to CCASS, containing the practices, procedures and administrative requirements relating to operations and functions of CCASS from time to time in force

“Company” MicroPort CardioFlow Medtech Corporation (微创心通医疗科技有限公司), an exempted company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange (stock code: 2160)

“Consolidated Share(s)” ordinary shares of US$0.000025 each in the share capital of the Company after the Share Consolidation becomes effective

“Director(s)” the directors of the Company

“EGM” the extraordinary general meeting of the Company to be convened on Wednesday, February 11, 2026 for the purpose of considering and, if thought fit, approving the Share Consolidation

“Existing Share(s)” ordinary shares of US$0.000005 each in the share capital of the Company before the Share Consolidation becomes effective

  • 1 -

  • 2 -

DEFINITIONS

"General Rules of CCASS"
the terms and conditions regulating the use of HKSCC's services, as may be amended, supplemented and/or otherwise modified from time to time and where the context so permits, shall include the CCASS Operational Procedures

"Group"
the Company and its subsidiaries

"HK$"
Hong Kong dollars, the lawful currency of Hong Kong

"HKSCC"
Hong Kong Securities Clearing Company Limited

"HKSCC Operational Procedures"
the operational procedures of the HKSCC, containing the practices, procedures and administrative or other requirements relating to the operations and functions of CCASS, as from time to time in force

"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China

"Latest Practicable Date"
January 22, 2026, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

"Listing Committee"
the listing committee of the Stock Exchange

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange

"MicroPort®"
MicroPort Scientific Corporation (微創醫療科學有限公司), an exempted company incorporated in the Cayman Islands with limited liability whose shares are listed on the Main Board of the Stock Exchange (stock code: 00853)

"Share(s)"
the Existing Share(s) or as the context may require, the Consolidated Share(s)


  • 3 -

DEFINITIONS

"Share Consolidation"
the proposed share consolidation on the basis that every five (5) issued Existing Shares be consolidated into one (1) Consolidated Share and to round down the number of Consolidated Shares in the issued share capital of the Company to the nearest whole number by disregarding each and every fractional Consolidated Share which would otherwise arise therefrom

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

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"US$"
United States dollars, the lawful currency of the United States of America

"%"
per cent


EXPECTED TIMETABLE

The expected timetable for the implementation of the Share Consolidation is set out below. The expected timetable is subject to the results of the EGM and has been prepared on the assumption that all the conditions to the Share Consolidation will be fulfilled or otherwise waived, and is therefore for indicative purpose only. Any change to the expected timetable will be announced in a separate announcement by the Company as and when appropriate.

Events

Time and Date

Despatch date of circular with notice of the EGM . . . . . on or before Tuesday, January 27, 2026

Latest date and time for lodging transfer
documents in order to qualify for attending
and voting at the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Thursday, February 5, 2026

Closure of register of members for determination
of the entitlement to attend and vote at the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . From Friday, February 6, 2026 to
Wednesday, February 11, 2026
(both dates inclusive)

Latest date and time for lodging forms of proxy
for the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Monday, February 9, 2026

Record date for attending the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, February 11, 2026

Expected date and time of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Wednesday, February 11, 2026

Announcement of poll results of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, February 11, 2026

The following events are conditional upon the fulfilment of the conditions for the implementation of the Share Consolidation as set out in this circular. Subject to the above, the following timetable, including but not limited to, the effective date of the Share Consolidation, will remain unchanged even if that day is a severe weather trading day.

Effective date of the Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, February 13, 2026

First day for free exchange of existing share
certificates for new share certificates for the
Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday, February 13, 2026

Dealings in the Consolidated Shares commence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday, February 13, 2026

  • 4 -

EXPECTED TIMETABLE

Original counter for trading in the Existing Shares
in board lots of 1,000 Existing Shares (in the
form of existing share certificates) temporarily closes . . . 9:00 a.m. on Friday, February 13, 2026

Temporary counter for trading in the Consolidated
Shares in board lots of 200 Consolidated Shares
(in the form of existing share certificates) opens . . . . . 9:00 a.m. on Friday, February 13, 2026

Original counter for trading in the Consolidated
Shares in board lots of 1,000 Consolidated
Shares (in the form of new share certificates) re-opens . . . . . . . . . . . 9:00 a.m. on Wednesday,
March 4, 2026

Parallel trading in the Consolidated Shares (in the
form of new share certificates and existing share
certificates) commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, March 4, 2026

Designated broker starts to stand in the market to
provide matching services for odd lots of the
Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, March 4, 2026

Designated broker ceases to stand in the market
to provide matching services for odd lots of
the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, March 24, 2026

Temporary counter for trading in the Consolidated
Shares in board lots of 200 Consolidated Shares
(in the form of existing share certificates) closes . . . . . 4:10 p.m. on Tuesday, March 24, 2026

Parallel trading in Consolidated Shares (in the form
of new share certificates and existing share
certificates) ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Tuesday, March 24, 2026

Last date and time for free exchange of existing
share certificates for new share certificates for
the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Thursday, March 26, 2026

  • 5 -

LETTER FROM THE BOARD

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MicroPort®微创心通

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)

Executive Directors:

Mr. Zhang Ruinian (President)

Mr. Philippe Wanstok

Non-executive Directors:

Mr. Chen Guoming (Chairman)

Dr. Brian Chang

Mr. Deng Aoyi

Ms. Wu Xia

Independent Non-executive Directors:

Dr. Hu Bingshan

Mr. Jonathan H. Chou

Ms. Sun Zhixiang

Registered office:

Vistra (Cayman) Limited

P.O. Box 31119 Grand Pavilion

Hibiscus Way, 802 West Bay Road

Grand Cayman, KY1-1205

Cayman Islands

Head office and principal place of business in the PRC:

No. 1661 Zhangdong Road

Zhangjiang Hi-Tech Park

Pudong New District

Shanghai, PRC

Principal Place of Business

in Hong Kong:

Room 1901, 19/F, Lee Garden One

33 Hysan Avenue, Causeway Bay

Hong Kong

January 27, 2026

To the Shareholders

Dear Sir or Madam,

PROPOSED SHARE CONSOLIDATION

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING


LETTER FROM THE BOARD

INTRODUCTION

References are made to the announcement of the Company dated January 26, 2026 in relation to the Share Consolidation.

The purpose of this circular is to provide you with details of the Share Consolidation and notice of the EGM.

PROPOSED SHARE CONSOLIDATION

The Board proposes to implement the Share Consolidation on the basis that every five (5) issued and unissued Existing Shares of par value of US$0.000005 each in the share capital of the Company be consolidated into one (1) Consolidated Share of US$0.000025 each.

Effects of the Share Consolidation

As of the Latest Practicable Date, the authorized share capital of the Company is US$50,000, divided into 10,000,000,000 Existing Shares of par value of US$0.000005 each, of which 6,366,554,182 Existing Shares have been allotted and issued as fully paid to date and the Company holds no treasury shares. Upon the Share Consolidation becoming effective and assuming that no further Existing Shares are issued or bought back and cancelled from the Latest Practicable Date until the effective date of the Share Consolidation, the authorized share capital of the Company will include US$50,000 divided into 2,000,000,000 Consolidated Shares of par value of US$0.000025 each, of which 1,273,310,836 Consolidated Shares will be in issue and fully paid.

Upon the Share Consolidation becoming effective, the Consolidated Shares shall rank pari passu in all respects with each other.

Other than the expenses to be incurred in relation to the Share Consolidation, the implementation of the Share Consolidation will not alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders, save for any fractional Consolidated Shares which will not be allocated to the Shareholders who may otherwise be entitled.

Conditions of the Share Consolidation

The Share Consolidation is conditional upon fulfilling the following conditions:

(i) the passing of an ordinary resolution by the Shareholders at the EGM to approve the Share Consolidation;


LETTER FROM THE BOARD

(ii) the Listing Committee granting approval for the listing of, and permission to deal in, the Consolidated Shares upon the Share Consolidation becoming effective; and

(iii) the compliance with the relevant procedures and requirements under the Cayman Islands laws (where applicable) and the Listing Rules to effect the Share Consolidation.

Subject to the fulfilment of the conditions of the Share Consolidation, the effective date of the Share Consolidation is currently expected to be on Friday, February 13, 2026, being the second Business Day immediately after the date of passing of the ordinary resolution approving the Share Consolidation at the EGM.

As at the Latest Practicable Date, none of the above conditions has been fulfilled.

Listing application

An application will be made by the Company to the Listing Committee for the listing of, and the permission to deal in, the Consolidated Shares upon the Share Consolidation becoming effective.

Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange upon the Share Consolidation becoming effective, as well as compliance with the stock admission requirements of HKSCC, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS.

None of the Existing Shares or any other equity or debt securities in issue of the Company are listed or dealt in on any other stock exchange other than the Stock Exchange. Upon the Share Consolidation becoming effective, the Consolidated Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal is being or is currently proposed to be sought.


LETTER FROM THE BOARD

Other securities of the Company

As of the Latest Practicable Date, the Company has (i) outstanding share options entitling the holders thereof to subscribe for a total of 26,105,062 Existing Shares under the share scheme (the "Share Scheme") adopted by ordinary resolution passed by the Shareholders on June 27, 2023, and (ii) outstanding share options entitling the holders thereof to subscribe for a total of 54,087,144 Existing Shares under the share option scheme (the "Share Option Scheme") adopted by ordinary resolution passed by the Shareholders on March 13, 2020. Under the terms and conditions of the Share Scheme and the Share Option Scheme, the Share Consolidation may lead to adjustments to the number of Shares subject to the share options so far as unexercised and/or the exercise price. The Share Option Scheme was terminated on June 27, 2023. No further options shall be granted under the Share Option Scheme upon the termination of the Share Option Scheme but the provisions of the Share Option Scheme shall in all other respects remain in full force and effect to the extent necessary to give effect to the exercise any options granted prior thereto or otherwise as may be required in accordance with the provisions of the Share Option Scheme and options granted prior thereto but not yet exercised shall continue to be valid and exercisable in accordance with the Share Option Scheme.

Pursuant to the Share Scheme and the Share Option Scheme, in the event of any consolidation of Shares whilst any share option may become or remains exercisable, such corresponding alterations (if any) shall be made in the number of Shares subject to any outstanding share options of the Company and/or the subscription price per Share of each outstanding share option of the Company and the auditors of the Company or an independent financial adviser to be appointed by the Company shall confirm in writing to the Board that such adjustment(s) satisfy the relevant requirements under the Listing Rules.

As of the Latest Practicable Date, there are (i) no outstanding awarded Shares granted by the Company under the share award scheme (the "Share Award Scheme") adopted by the Company on March 30, 2021 and amended on August 29, 2023, and (ii) no outstanding awarded Shares granted by MicroPort Cardiac Rhythm Management Limited (微創心律管理有限公司), a current wholly-owned subsidiary of the Company, under its long-term incentive plan (the "CRM LTI Plan") adopted by it on June 30, 2020. Each of the Share Award Scheme and the CRM LTI Plan constitutes a share scheme that is funded by existing Shares as referred to under Rule 17.01(1)(b) of the Listing Rules and shall be subject to the applicable requirements under Rule 17.12 of the Listing Rules. Under the terms and conditions of the Share Award Scheme and the CRM LTI Plan, in the event the Company undertakes a consolidation of the Shares, the Board shall retain its absolute discretion to determine how to deal with the awarded Shares (including deeming all fractional share arising from the Share Consolidation as returned shares for the purposes of the Share Award Scheme or the CRM LTI Plan, as the case may be).

  • 9 -

LETTER FROM THE BOARD

Before the Share Consolidation, 205,860,237 and 0 share options are available for grant under the Share Scheme and the Share Option Scheme and 80,539,142 and 138,620,372 awarded shares are available for grant under the Share Award Scheme and the CRM LTI Plan. Upon the Share Consolidation, 41,172,047 and 0 share options are available for grant under the Share Scheme and the Share Option Scheme and 16,107,828 and 27,724,074 awarded shares are available for grant under the Share Award Scheme and the CRM LTI Plan.

As the adjustment(s) to the outstanding share options and the outstanding awarded Shares will be subject to the Share Consolidation taking effect and, with respect to the share options, the said written confirmation from the auditors of the Company or the independent financial adviser to be appointed by the Company, the Company will make further announcement(s) regarding such adjustment(s) in accordance with the Listing Rules as and when appropriate.

The expected adjustments to be made in respect of the outstanding share options under the Share Scheme or the Share Option Scheme as a result of the Share Consolidation are set out as follows:

  • 10 -

LETTER FROM THE BOARD

(i) Outstanding share options pursuant to the Share Scheme

Grantee Date of grant Exercise price per option before adjustment Exercise price per option after adjustment Number of Existing Share to be issued upon full exercise before the Share Consolidation becoming effective Adjusted number of Consolidated Shares to be issued upon full exercise
Directors and chief executive of the Company
Mr. Chen Guoming July 11, 2023 HK$2.054 HK$10.27 1,209,992 241,998
Mr. Zhang Ruinian March 28, 2025 HK$1.106 HK$5.53 2,000,000 400,000
Other employee participants in our Group
July 11, 2023 HK$2.054 HK$10.27 5,500,227 1,100,045
April 8, 2024 HK$1.002 HK$5.01 11,993,239 2,398,647
March 28, 2025 HK$1.106 HK$5.53 5,401,604 1,080,320

LETTER FROM THE BOARD

(ii) Outstanding share options pursuant to the Share Option Scheme

Grantee Date of grant Exercise price per option before adjustment Exercise price per option after adjustment Number of Existing Share to be issued upon full vesting before the Share Consolidation becoming effective Adjusted number of Consolidated Shares to be issued upon full exercise
Directors and chief executive of the Company
Mr. Chen Guoming March 31, 2020 US$0.16 US$0.80 5,000,000 1,000,000
January 19, 2022 HK$3.754 HK$18.77 1,209,992 241,998
March 30, 2022 HK$2.63 HK$13.15 332,654 66,530
March 30, 2023 HK$2.534 HK$12.67 410,300 82,060
Mr. Jonathan H. Chou March 30, 2023 HK$2.534 HK$12.67 449,683 89,936
Ms. Sun Zhixiang March 30, 2023 HK$2.534 HK$12.67 449,683 89,936
Other employee participants in our Group
March 31, 2020 US$0.16 US$0.80 13,318,925 2,663,785
March 31, 2021 HK$13.72 HK$68.6 2,470,000 494,000
October 4, 2021 HK$6.406 HK$32.03 2,000,000 400,000
January 19, 2022 HK$3.754 HK$18.77 7,469,127 1,493,825
March 30, 2022 HK$2.63 HK$13.15 435,963 87,192
June 22, 2022 HK$2.802 HK$14.01 1,650,000 330,000
March 30, 2023 HK$2.534 HK$12.67 4,400,457 880,091

LETTER FROM THE BOARD

Grantee Date of grant Exercise price per option before adjustment Exercise price per option after adjustment Number of Existing Share to be issued upon full vesting before the Share Consolidation becoming effective Adjusted number of Consolidated Shares to be issued upon full exercise
Related Entity Participants
Dr. Chang Zhaohua — Director of MicroPort® March 31, 2020 US$0.16 US$0.80 6,000,000 1,200,000
Other employees of MicroPort® March 31, 2020 US$0.16 US$0.80 8,330,360 1,666,072
June 22, 2022 HK$2.802 HK$14.01 160,000 32,000

Save as disclosed above, the Company does not have any other outstanding options, warrants or other securities in issue which are convertible into or giving rights to subscribe for, convert or exchange into, any Existing Shares or Consolidated Shares (as the case may be) as of the Latest Practicable Date.

NO CHANGE IN BOARD LOT SIZE

As of the Latest Practicable Date, the Existing Shares are traded on the Stock Exchange in board lot size of 1,000 Existing Shares. Upon the Share Consolidation becoming effective, the board lot size for trading on the Stock Exchange will remain unchanged at 1,000 Consolidated Shares.

Based on the closing price of HK$1.02 per Existing Share (equivalent to the theoretical closing price of HK$5.10 per Consolidated Share upon the Share Consolidation becoming effective) as quoted on the Stock Exchange as of the Latest Practicable Date, (i) the value of each board lot of 1,000 Existing Shares is HK$1,020; and (ii) the value of each board lot of 1,000 Consolidated Shares, assuming the Share Consolidation had already been effective, would be HK$5,100.


LETTER FROM THE BOARD

OTHER ARRANGEMENTS

Fractional entitlement to Consolidated Shares

The Consolidated Shares will be rounded down to a whole number and fractional Consolidated Shares arising from the Share Consolidation, if any, will be disregarded and will not be issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Shares regardless of the number of share certificates held by such holder.

Arrangement on odd lots trading and matching services

In order to facilitate the trading of odd lots of the Consolidated Shares arising from the Share Consolidation, the Company has appointed Computershare Hong Kong Investor Services Limited to provide matching services, on a best efforts basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares during the period from 9:00 a.m. on Wednesday, March 4, 2026 to 4:00 p.m. on Tuesday, March 24, 2026 (both days inclusive). Any Shareholder who wishes to use this matching service should, directly or through their brokers contact Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong or at telephone number (852) 2862 8555 during office hours (i.e. 9:00 a.m. to 6:00 p.m.) of the aforesaid period. Shareholders who would like to match odd lots are required to make an appointment in advance by dialing the telephone number of Computershare Hong Kong Investor Services Limited set out above.

Holders of odd lots of the Consolidated Shares should note that the matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Shareholders who are in any doubt about the odd lots trading arrangement are recommended to consult their own professional advisers.

Exchange of share certificates

Subject to the Share Consolidation becoming effective, which is currently expected to be on Friday, February 13, 2026, being the second Business Day immediately after the date of the EGM, the Shareholders may during business hours, on or after Friday, February 13, 2026, and until Thursday, March 26, 2026 (both dates inclusive) submit existing share certificates in the color of blue for the Existing Shares to the Company's Hong Kong branch share registrar, Computershare

  • 14 -

LETTER FROM THE BOARD

Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, in exchange for new share certificates in the color of light gold for the Consolidated Shares at the expense of the Company.

Thereafter, share certificates of the Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be specified by the Stock Exchange) by the Shareholders for each share certificate for the Existing Shares submitted for cancellation or each new share certificate issued for the Consolidated Shares, whichever the number of share certificates cancelled/issued is higher.

Subject to the Share Consolidation becoming effective, after 4:10 p.m. on Tuesday, March 24, 2026, trading will only be in Consolidated Shares and existing share certificates for the Existing Shares will continue to be good evidence of legal title and may be exchanged for new share certificates for Consolidated Shares at any time but will not be accepted for delivery, trading and settlement purposes.

REASONS FOR THE SHARE CONSOLIDATION

The "Guide on Trading Arrangements for Selected Types of Corporate Actions" issued by the Hong Kong Exchanges and Clearing Limited has stated that, among others, taking into account the minimum transaction costs for a securities trade, the expected value per board lot should be greater than HK$2,000. The "Consultation Paper on Board Lot Framework Enhancements in the Hong Kong Securities Market" issued by the Hong Kong Exchanges and Clearing Limited has proposed that, the existing board lot value floor to be decreased from HK$2,000 to HK$1,000.

The Company has considered alternative ratios for the Share Consolidation. After careful consideration, the Board determined that the proposed ratio of 5 into 1 is appropriate as it strikes a balance between increasing the trading price per Share and minimizing the potential impact of odd lots and fractional Shares on Shareholders. The Company believes that a lower consolidation ratio may not sufficiently address the trading price and board lot value concerns, whereas a higher ratio could create greater inconvenience for Shareholders.

In view of the following: (i) the Existing Shares are currently trading slightly above HK$1,000 but below HK$2,000 per board lot, based on the closing price of HK$1.02 per Existing Share as quoted on the Stock Exchange as at the Latest Practicable Date; (ii) the Existing Shares were traded below HK$1,000 per board lot at certain times during the past year; and (iii) the board lot size of 1,000 Existing Shares, the Board proposes to implement the Share Consolidation to comply with the trading requirements under the Listing Rules, such that the expected board lot value will be HK$5,100, which will exceed HK$2,000.

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LETTER FROM THE BOARD

In view of the recent trading prices of the Shares, it is considered that the Share Consolidation will enable the Company to comply with the trading requirements under the Listing Rules and reduce the overall transaction and handling costs of dealings in the Shares as a proportion of the market value of each board lot, since most of the banks or securities houses will charge minimum transaction costs for each securities trade. With a corresponding upward adjustment in the trading price of the Consolidated Shares, it is believed that the Share Consolidation will maintain the trading amount for each board lot at a reasonable level and make investing in the Shares more attractive to a broader range of investors, and thus further broaden the shareholder base of the Company.

The Board believes that the Share Consolidation will not have any material adverse effect on the financial position of the Group nor result in change in the relative rights of the Shareholders, save for any fractional Consolidated Shares to which Shareholders may otherwise be entitled.

In view of the above reasons, the Company considers that the Share Consolidation is justifiable to achieve the above-mentioned purposes notwithstanding the potential costs and impact arising from creation of odd lots to Shareholders. Taking into account the potential benefits and the insignificant amount of costs to be incurred, the Board is of the view that the Share Consolidation is beneficial to and in the interests of the Company and the Shareholders as a whole.

The Directors have also considered the potential impact of the Share Consolidation on the Company's equity fundraising and other corporate actions in the coming twelve months. By raising the trading price per Share, the Share Consolidation is expected to provide the Company with greater flexibility for future equity fundraising exercises, such as the issuance of new Shares or convertible securities, and to better align the trading price with market expectations. The Directors believe that this will enhance the Company's ability to seize potential fundraising opportunities in a timely and efficient manner. As of the Latest Practicable Date, the Company had no intention to carry out other corporate actions or arrangements that may affect the trading in the Shares, including share consolidation, share subdivision or change in board lot size, in the next twelve months. Nevertheless, the Company may and intends to conduct equity and/or fund-raising exercises as and when suitable fund-raising opportunities arise in order to support future development and operations of the Group. The Company has assessed and believes that the proposed Share Consolidation ratio (i.e., 5 into 1) is reasonable and appropriate in view of its intended equity fundraising plans. The Directors are satisfied that the trading price of the Consolidated Shares, following the Share Consolidation, will remain at a level that complies with the trading requirements of the Stock Exchange and avoids the risk of falling below HK$0.10 per share, which could otherwise affect the Company's ability to conduct equity fundraising efficiently. The Company considers that the Share Consolidation is necessary to raise the per-Share market price of the Existing Shares, providing the flexibility to capture favorable funding opportunities. While the size of potential fundraising exercises has not yet been determined, such

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LETTER FROM THE BOARD

exercises are not expected to affect the board lot value of the Consolidated Shares in a way that would breach the Stock Exchange’s trading requirements or cause the trading price to fall below HK$0.10 per share. The Company will make further announcement in this regard in accordance with the Listing Rules as and when appropriate.

Shareholders and potential investors of the Company should note that the abovementioned possible fund-raising exercises may or may not materialize. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares. If they are in any doubt, they should consult their professional advisers.

THE EGM

The EGM will be convened and held for the Shareholders to consider and, if thought fit, approve the Share Consolidation. The aforesaid approval shall be obtained by way of a poll.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder has a material interest in the Share Consolidation. Therefore, no Shareholder is required to abstain from voting for the resolution to approve the Share Consolidation at the EGM.

The notice of EGM is set out on pages 19 to 21 of this circular.

A proxy form for use by the Shareholders at the EGM is enclosed herewith. Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and deposit the same at the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the EGM or any adjournment thereof. The completion and return of the form of proxy will not preclude you from attending and voting at the EGM in person.

CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Friday, February 6, 2026 to Wednesday, February 11, 2026, both days inclusive, during which period no transfer of Shares can be registered. In order to ascertain shareholders’ rights for the purpose of attending and voting at the EGM, all transfers, accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong branch share

  • 17 -

LETTER FROM THE BOARD

registrar and transfer office, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Thursday, February 5, 2026.

RESPONSIBILITY OF THE DIRECTORS

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.

RECOMMENDATION

The Directors are of the opinion that the terms and conditions of the Share Consolidation are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolution(s) to approve the Share Consolidation.

MISCELLANEOUS

In case of any inconsistency between the English version and the Chinese translation of this circular and the form of proxy, the English version shall prevail.

As the Share Consolidation is subject to the satisfaction of conditions, the Share Consolidation may or may not become effective. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares and if they are in any doubt about their position, they should consult their professional advisers.

By Order of the Board

MicroPort CardioFlow Medtech Corporation

Chen Guoming

Chairman


NOTICE OF EGM

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MicroPort®微创心通

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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of MicroPort CardioFlow Medtech Corporation (the "Company") will be held at No. 501 Niudun Road, Zhangjiang Hi-Tech Park, Pudong New District, Shanghai, China on Wednesday, February 11, 2026 at 10:00 a.m. to transact the following ordinary business. Unless otherwise defined, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated January 27, 2026:

ORDINARY RESOLUTION

  1. "THAT subject to and conditional upon (i) the Listing Committee of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") granting the listing of, and permission to deal in, the Consolidated Shares (as defined below); and (ii) the compliance by the Company with all relevant procedures and requirements under the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules") to effect the Share Consolidation, with effect from the second business day immediately following the day of passing of this resolution:

(a) every five (5) issued and unissued existing shares of a par value of US$0.000005 each in the share capital of the Company be consolidated into one (1) consolidated share (the "Consolidated Share") of US$0.000025 each, and such Consolidated Shares shall rank pari passu in all respects with each other and shall have the rights and privileges and be subject to the restrictions in respect of the ordinary shares of the Company;

(b) immediately following the Share Consolidation becoming effective, and assuming that no changes on the authorised share capital of the Company from the date hereof until the effective date of the Share Consolidation, the authorised share capital of the Company will become US$50,000 divided into 2,000,000,000 Consolidated Shares with par value of US$0.000025 each;

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NOTICE OF EGM

(c) all fractional Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to the shareholders but will be aggregated and, if possible, sold for the benefit of the Company in such manner and on such terms as the directors (the "Directors") of the Company may think fit; and

(d) the Directors and each of them be and are fully authorised to take any and all steps, and to do and/or procure to be done any and all acts and things, and to approve, sign and execute (under hand, seal or as a deed) any documents which they in their absolute discretion consider necessary, desirable, expedient or appropriate to effect and implement this resolution and to exercise such discretion in connection, relating to or arising from the Share Consolidation and/or the matters contemplated herein, with such modifications thereto (if any) as they/he/she may from time to time consider necessary, expedient and/or appropriate in order to implement, finalise and give full effect to the Share Consolidation."

By Order of the Board

MicroPort CardioFlow Medtech Corporation

Chen Guoming

Chairman

Shanghai, PRC, January 27, 2026

Notes:

  1. To be valid, the instrument appointing a proxy must be in writing under the hand of the appointor or of his attorney authorised in writing or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

  2. Any member of the Company entitled to attend and vote at the meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. On a poll votes may be given either personally or by proxy.

  3. A proxy need not be a member of the Company. A member may appoint more than one proxy to attend on the same occasion. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 48 hours before the time for holding the meeting or the adjourned meeting or poll (as the case may be) at which the person named in such instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.

  4. The register of members of the Company will be closed from Friday, February 6, 2026 to Wednesday, February 11, 2026, both days inclusive, in order to determine the eligibility of shareholders of the Company to attend and vote the above meeting, during which period no share transfers will be registered. To be eligible to attend and vote at the above meeting, all properly completed transfer forms accompanied by the relevant share certificates must be


NOTICE OF EGM

lodged for registration with the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Thursday, February 5, 2026.

  1. 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.

  2. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

  3. As of the date of this notice, the executive Directors are Mr. Zhang Ruinian and Mr. Philippe Wanstok, the non-executive Directors are Mr. Chen Guoming, Dr. Brian Chang, Mr. Deng Aoyi and Ms. Wu Xia, and the independent non-executive Directors are Mr. Jonathan H. Chou, Ms. Sun Zhixiang and Dr. Hu Bingshan.

  4. 21 -