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MicroPort CardioFlow Medtech Corporation Proxy Solicitation & Information Statement 2026
50410_rns_2026-05-11_821010c7-5ca6-4768-986e-10375d1d8ae4.pdf
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 your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in MicroPort CardioFlow Medtech Corporation, you should at once hand this circular together with 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 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.
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)
(1) PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES;
(2) PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS;
(3) PROPOSED RE-APPOINTMENT OF AUDITOR;
AND
(4) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting of MicroPort CardioFlow Medtech Corporation to be held on Thursday, June 4, 2026 at 10:00 a.m. at No. 501 Niudun Road, Zhangjiang Hi-Tech Park, Pudong New District, Shanghai, China is set out on pages 27 to 32 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. 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 intend to attend the Annual General Meeting, you are required to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M/F, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting (i.e. not later than 10:00 a.m. on Tuesday, June 2, 2026) or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the Annual General Meeting if you so wish and in such event the form of proxy shall be deemed to be revoked.
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.
May 12, 2026
CONTENTS
Page
DEFINITIONS... 1
LETTER FROM THE BOARD... 4
INTRODUCTION... 5
PROPOSED GRANTING OF GENERAL MANDATE
TO REPURCHASE SHARES... 5
PROPOSED GRANTING OF GENERAL MANDATE
TO ISSUE NEW SHARES... 6
PROPOSED RE-ELECTION OF RETIRING DIRECTORS... 7
PROPOSED RE-APPOINTMENT OF AUDITOR... 8
ANNUAL GENERAL MEETING... 9
PROXY ARRANGEMENT... 9
VOTING BY POLL... 9
RECOMMENDATION... 10
APPENDIX I — GENERAL INFORMATION... 11
APPENDIX II — EXPLANATORY STATEMENT
ON THE REPURCHASE MANDATE... 13
APPENDIX III — DETAILS OF RETIRING DIRECTORS
PROPOSED TO BE RE-ELECTED... 18
NOTICE OF ANNUAL GENERAL MEETING... 27
- i -
DEFINITIONS
In this circular, unless otherwise defined or the context otherwise requires, the following terms or expressions shall have the following meanings:
“Annual General Meeting” or “AGM”
the annual general meeting of the Company to be held at on Thursday, June 4, 2026, at 10:00 a.m. at No. 501 Niudun Road, Zhangjiang Hi-Tech Park, Pudong New District, Shanghai, China, to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 27 to 32 of this circular, or any adjournment thereof
“Articles of Association”
the articles of association of the Company currently in force
“associate(s)”
has the meaning as defined in the Listing Rules
“Audit Committee”
the audit committee of the Company
“Board”
the board of Directors of the Company
“Companies Act”
the Companies Act (2025 Revision) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time
“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)
“controlling shareholder(s)”
has the meaning as defined in the Listing Rules
“CRM Group”
the predecessor and operating entities through which the CRM business was conducted prior to the establishment of MicroPort CRM
“Director(s)”
the director(s) of the Company
“Group”
the Company and its subsidiaries
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
- 1 -
DEFINITIONS
| “HKSCC” | Hong Kong Securities Clearing Company Limited |
|---|---|
| “Hong Kong” | the Hong Kong Special Administrative Region of the PRC |
| “Issue Mandate” | a general mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and/or deal in additional Shares (including any sale or transfer of treasury Shares) not exceeding 20% of the total number of the issued Shares (excluding any treasury Shares) as at the date of passing of the relevant resolution granting such mandate and adding thereto any Shares representing the aggregate number of Shares repurchased by the Company pursuant to the authority granted under the Repurchase Mandate |
| “Latest Practicable Date” | May 6, 2026, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein |
| “Listing Date” | February 4, 2021, being the date on which the Shares are first listed and from which dealings thereof are permitted to commence on the main board of Stock Exchange |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time |
| “Main Board” | the stock exchange (excluding the option market) operated by the Stock Exchange which is independent from and operated in parallel with the GEM of the Stock Exchange. For the avoidance of doubt, the Main Board excludes the GEM of the Stock Exchange |
| “Model Code” | the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 of the Listing Rules |
| “Nomination Committee” | the nomination committee of the Company |
| “PRC” or “China” | the People’s Republic of China, but for the purpose of this circular and unless otherwise indicated, excludes Hong Kong, Macau Special Administrative Region of the PRC and Taiwan |
| “Remuneration Committee” | the remuneration committee of the Company |
DEFINITIONS
"Repurchase Mandate"
a general mandate proposed to be granted to the Directors at the Annual General Meeting to buy back Shares not exceeding 10% of the total number of the issued Shares (excluding treasury Shares) as at the date of passing of the relevant resolution granting such mandate
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended from time to time
"Share(s)"
ordinary share(s) of nominal or par value of US$0.000025 each in the issued share capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company
"Share Consolidation"
the share consolidation effective on February 24, 2026 on the basis that every five (5) issued existing Shares consolidated into one (1) consolidated Share and to round down the number of consolidated Shares in the issued share capital of the Company to the nearest whole number by disregarding each and every fractional consolidated Share which would otherwise arise therefrom
"Shareholder(s)"
holder(s) of the Share(s) from time to time
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
the Codes on Takeovers and Mergers and Share Buy-Backs issued by the Securities and Futures Commission in Hong Kong, as amended from time to time
"treasury Shares"
has the meaning ascribed thereto under the Listing Rules
"US$"
United States dollars, the lawful currency of the United States of America
"%"
per cent
- 3 -
LETTER FROM THE BOARD
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
Mr. Philippe Wanstok
Non-executive Directors:
Mr. Chen Guoming (Chairman of the Board)
Dr. Brian Chang (Co-Chairman)
Mr. Deng Aoyi
Ms. Wu Xia
Independent non-executive Directors:
Mr. Jonathan H. Chou
Ms. Sun Zhixiang
Dr. Hu Bingshan
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. 501 Niudun Road
Zhangjiang Hi-Tech Park
Pudong New District
Shanghai, PRC
Principal place of business in France:
4 Avenue Réaumur, Clamart
92140 France
Principal place of business in Hong Kong:
Room 1901, 19/F, Lee Garden One
33 Hysan Avenue, Causeway Bay
Hong Kong
May 12, 2026
To the Shareholders
Dear Sir/Madam,
(1) PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES;
(2) PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS;
(3) PROPOSED RE-APPOINTMENT OF AUDITOR; AND
(4) NOTICE OF ANNUAL GENERAL MEETING
LETTER FROM THE BOARD
INTRODUCTION
The purpose of this circular is to provide Shareholders with the notice of Annual General Meeting and further information in relation to, amongst others, the following resolutions to be proposed at the Annual General Meeting: (i) the granting of the Repurchase Mandate and the Issue Mandate to the Directors; (ii) the re-election of the retiring Directors; and (iii) the re-appointment of auditor.
PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES
Pursuant to the annual general meeting of the Company held on June 27, 2025, a general mandate was granted to the Directors to repurchase Shares. Such mandate will lapse at the conclusion of the Annual General Meeting.
In order to give the Company the flexibility to repurchase Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of a general mandate to the Directors to exercise all powers of the Company to repurchase Shares not exceeding 10% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing of the relevant resolution, amounting to 127,331,143 Shares, assuming that the issued share capital of the Company remains unchanged as at the date of Annual General Meeting.
The Repurchase Mandate will remain in effect until the earliest of: (i) the conclusion of the next annual general meeting of the Company unless otherwise renewed by an ordinary resolution of the Shareholders in a general meeting, either unconditionally or subject to conditions; or (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held pursuant to the applicable laws or the Articles of Association; or (iii) the date on which such an authority is varied or revoked by an ordinary resolution of the Shareholders passed in a general meeting of the Company.
With reference to the Repurchase Mandate, the Directors wish to state that they have no immediate plan to repurchase any Shares pursuant thereto.
An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed 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 proposed at the Annual General Meeting.
LETTER FROM THE BOARD
PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE NEW SHARES
Pursuant to the annual general meeting of the Company held on June 27, 2025, a general mandate was granted to the Directors to issue Shares. Such mandate will lapse at the conclusion of the Annual General Meeting.
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, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of a general mandate to the Directors to exercise all powers of the Company to allot, issue and deal with additional Shares not exceeding 20% of the total number of the issued Shares (excluding treasury Shares) as at the date of passing of the relevant resolution, amounting to 254,662,287 Shares, assuming that the issued share capital of the Company remains unchanged as at the date of Annual General Meeting.
In addition, an ordinary resolution to extend the Issue Mandate by adding the number of Shares repurchased by the Company pursuant to the Repurchase Mandate will also be proposed at the Annual General Meeting.
The Issue Mandate will remain in effect until the earliest of: (i) the conclusion of the next annual general meeting of the Company unless otherwise renewed by an ordinary resolution of the Shareholders in a general meeting, either unconditionally or subject to conditions; or (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held pursuant to the applicable laws or the Articles of Association; or (iii) the date on which such an authority is varied or revoked by an ordinary resolution of the Shareholders passed in a general meeting of the Company.
With reference to the Issue Mandate, the Directors wish to state that they have no immediate plans to issue any new Shares pursuant thereto.
References herein to allotment, issue or dealing with securities or Shares shall include a sale or transfer of treasury Shares held under the name of the Company pursuant to the applicable requirements under the Listing Rules.
LETTER FROM THE BOARD
PROPOSED RE-ELECTION OF DIRECTORS
As of the date of this circular, the Board comprises Mr. Zhang Ruinian and Mr. Philippe Wanstok as executive Directors, Mr. Chen Guoming as the chairman and non-executive Director, Dr. Brian Chang as the co-chairman and non-executive Director, Mr. Deng Aoyi and Ms. Wu Xia as non-executive Directors and Mr. Jonathan H. Chou, Ms. Sun Zhixiang and Dr. Hu Bingshan as independent non-executive Directors.
Pursuant to Article 16.19 of the Articles of Association, at every annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not three or 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. Any Director appointed pursuant to Article 16.2 of the Articles of Association shall not be taken into account in determining which Directors are to retire by rotation. A retiring Director shall retain office until the close of the meeting at which he retires and shall be eligible for re-election thereat.
Pursuant to Article 16.2 of the Articles of Association, the Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an addition to the Board. Any Director so appointed shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election at that meeting.
Accordingly, the following Directors, namely, Dr. Brian Chang, Mr. Philippe Wanstok, Mr. Deng Aoyi, Dr. Hu Bingshan, Ms. Wu Xia and Mr. Jonathan H. Chou shall retire at the Annual General Meeting.
Dr. Brian Chang, Mr. Philippe Wanstok, Mr. Deng Aoyi, Dr. Hu Bingshan and Mr. Jonathan H. Chou, being eligible, will offer themselves for re-election at the Annual General Meeting, whereas Ms. Wu Xia, a non-executive Director, has informed the Board that she would not offer herself for re-election at the Annual General Meeting due to other work arrangement. Therefore, Ms. Wu Xia will retire from her position as the non-executive Director and cease to be a member of the Commercialization Committee with effect from the conclusion of the Annual General Meeting. Ms. Wu Xia has confirmed that she has no disagreement with the Board and there is no matter relating to her retirement that needs to be brought to the attention of the Shareholders or the Stock Exchange. The Board would like to thank Ms. Wu Xia for her contributions to the Company during her tenure of office.
Details of the above retiring Directors who are standing for re-election at the Annual General Meeting are set out in Appendix III to this circular in accordance with the relevant requirements of the Listing Rules.
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LETTER FROM THE BOARD
PROPOSED RE-APPOINTMENT OF AUDITOR
In accordance with Rule 13.88 of the Listing Rules, an ordinary resolution will be proposed at the Annual General Meeting to re-appoint KPMG as the external auditor of the Company to hold office from the conclusion of the Annual General Meeting until the next annual general meeting and to authorize the Board to fix their remuneration for the year ending December 31, 2026. The re-appointment of the auditors of the Company has been reviewed by the Audit Committee which made recommendation to the Board that the re-appointment be submitted and proposed for Shareholders' approval at the Annual General Meeting. As KPMG is relatively familiar with the Group's financials and affairs, the Board considers that the audit and other related work in respect of the Group for the year ending December 31, 2026 could be performed more efficiently by KPMG, which is in the best interests of the Company and the Shareholders as a whole.
The estimated audit fee for the audit of the consolidated financial statements of the Group for the financial year ending 31 December 2026 is expected to be in the range of approximately US$0.9 million to US$1.2 million.
The estimated audit fee represents a fair and reasonable estimation, after due consideration and arm's length negotiation between the Group and KPMG. The estimation takes into account various factors such as the size and structure of the Group, the nature and complexity of the Group's businesses, the expected scope, timetable and direction of the audit and the time and resources deployed by the auditor.
Furthermore, the estimated audit fee assumes there will be no material changes in the Group's businesses and operations, accounting policies or regulatory environment, and that the Group will provide timely and adequate assistance and information as required for the audit.
The estimated audit fee is preliminary in nature and may be subject to adjustment depending on, among other things, changes in the scope of audit work and other relevant factors as the engagement progresses. Accordingly, the final audit fee may differ from the estimated amount set out above.
LETTER FROM THE BOARD
ANNUAL GENERAL MEETING
The notice of the Annual General Meeting is set out on pages 27 to 32 of this circular.
For determining the eligibility to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Monday, June 1, 2026 to Thursday, June 4, 2026, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, all transfer of Shares, accompanied by the relevant share certificates and transfer forms, must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, for registration not later than 4:30 p.m. on Friday, May 29, 2026. The record date for determining the Shareholders’ eligibility to attend and vote at the AGM is Thursday, June 4, 2026.
PROXY ARRANGEMENT
A form of proxy for use at the Annual General Meeting is enclosed with this circular. Such form of proxy is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.cardioflowmedtech.com). Whether or not you intend to attend the Annual General Meeting, you are required to complete and sign the form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time fixed for the holding of the Annual General Meeting (i.e. not later than 10:00 a.m. on Tuesday, June 2, 2026) or any adjournment thereof. Completion and delivery of the form of proxy shall not preclude you from attending and voting in person at the Annual General Meeting if you so wish and in such event the form of proxy shall be deemed to be revoked.
VOTING BY POLL
Pursuant to Rule 13.39(4) of the Listing Rules, any resolution put to the vote of the Shareholders at a general meeting must be taken by poll except where the chairman of the Annual General Meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.
LETTER FROM THE BOARD
RECOMMENDATION
The Directors consider that all the proposed resolutions including the granting of the Repurchase Mandate, the granting and extension of the Issue Mandate, the re-election of retiring Directors and the re-appointment of auditors are in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.
Yours faithfully,
By order of the Board
MicroPort CardioFlow Medtech Corporation
Chen Guoming
Chairman
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APPENDIX I
GENERAL INFORMATION
RESPONSIBILITY STATEMENT
This circular, for which the Directors of the Company 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.
MATERIAL ADVERSE CHANGE
As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading positions of the Company since December 31, 2025, being the date to which the latest published audited financial statement of the Company have been made up.
INTERESTS OF DIRECTORS
The Directors are not aware of any Director or his respective associates having, as of the Latest Practicable Date, any interest in any business which competes or is likely to compete, either directly or indirectly, with the business of the Group which would be required to be disclosed under the Listing Rules.
No Director was materially interested in any contract or arrangement subsisting at the Latest Practicable Date which was significant to the business of the Group taken as a whole.
None of the Directors has, or has had, any direct or indirect interest in any assets which have been acquired or disposed of by or leased to or which are proposed to be acquired, disposed of by or leased to, any member of the Group.
MISCELLANEOUS
The Company's share registrar in Hong Kong is Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.
The principal place of business of the Company in Hong Kong is located at Room 1901, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong.
APPENDIX I
GENERAL INFORMATION
The English text of this circular and the accompanying form of proxy shall prevail over the Chinese text in the case of any inconsistency.
If there is any inconsistency between the English text of this circular and its Chinese translation, the English text of this circular shall prevail. For ease of reference, the names of Chinese laws and regulations, government authorities, institutions, natural persons, or other entities (including certain subsidiaries) have been included in this circular in the Chinese and English languages, and in the event of any inconsistency, the Chinese version shall prevail.
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APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Repurchase Mandate.
1. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 1,273,311,439 Shares.
Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, i.e. being 1,273,311,439 Shares, the Directors would be authorized under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, a total of 127,331,143 Shares which represent 10% of the total number of Shares (excluding treasury Shares) in issue as at the date of the Annual General Meeting, i.e., being 1,273,311,439 Shares.
2. REASONS FOR SHARE REPURCHASE
The Directors believe that it is in the best interests of the Company and Shareholders for the Directors to have general authority from the Shareholders to enable the Directors to repurchase the Shares in the market. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per Share of the Company and will only be made when the Directors believe that such repurchase will benefit the Company and Shareholders.
3. FUNDING OF SHARE REPURCHASE
Shares repurchase must be funded legally available for such purpose in accordance with the Articles of Association of the Company and the applicable laws of the Cayman Islands, being profits of the Company or out of the proceeds of a new issue of the Shares made for the purpose of the repurchase, or, if authorised by the Articles of Association and subject to the Companies Act, out of capital of the Company, and, in the case of any premium payable on the repurchase, out of the profits of the Company or from sums standing to the credit of the share premium account of the Company before or at the time the Shares are bought back in the manner provided for in the Cayman Companies Act.
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APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
4. IMPACT OF SHARE REPURCHASE
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited consolidated financial statements for the year ended December 31, 2025 contained in the 2025 annual report of the Company) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.
5. EFFECT OF TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING
If as a result of a repurchase of Shares 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 of voting rights for the purposes of Rule 32 of the Takeovers Code. Accordingly, if a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase of the Shareholder's interest, could obtain or consolidate control of the Company, it will become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, to the best knowledge and belief of the Directors, the following Shareholders have beneficial interests representing 5% or more of the issued share capital of the Company within the meaning of Part XV of the SFO:
| Name of Shareholders | Number of Shares held | Approximate percentage of interest in the issued share capital of the Company (Note) | Approximate percentage of interest in the issued share capital of the Company in the event the Repurchase Mandate is exercised in full (Note) |
|---|---|---|---|
| MicroPort International Corp. Limited | 343,377,154 | 26.97% | 29.96% |
| Shanghai MicroPort Limited | 222,571,136 | 17.48% | 19.42% |
| Sino Rhythm Limited | 121,694,733 | 9.56% | 10.62% |
| SPR-VI Holdings Limited | 107,700,363 | 8.46% | 9.40% |
APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
| Name of Shareholders | Number of Shares held | Approximate percentage of interest in the issued share capital of the Company (Note) | Approximate percentage of interest in the issued share capital of the Company in the event the Repurchase Mandate is exercised in full (Note) |
|---|---|---|---|
| China International Capital Corporation Limited | 64,693,281 | 5.08% | 5.65% |
Note: The calculation is based on the total number of 1,273,311,439 Shares in issue as at the Latest Practicable Date.
To the best knowledge of the Company, the Directors are not aware of any consequences which would arise under the Takeover Code as a result of an exercise of the proposed Repurchase Mandate.
The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares held by the public shareholders falling below the prescribed minimum percentage required by the Stock Exchange.
6. GENERAL
None of the Directors or, to the best of their knowledge, having made all reasonable enquiries, any of their respective close associates currently intends to sell any Shares to the Company, if the Repurchase Mandate is approved by the Shareholders.
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise their power to repurchase any Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Articles of Association and applicable laws of the Cayman Islands.
As at the Latest Practicable Date, no core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the proposed Repurchase Mandate is approved by the Shareholders.
APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
Subject to the applicable requirements under the Listing Rules, the Company may cancel the repurchased Shares following settlement of any such repurchase or hold them as treasury Shares, subject to, for example, market conditions and its capital management needs at the relevant time of the repurchases. Should the Company decide to hold repurchased Shares as treasury Shares, the Company will, upon completion of the Share repurchase, withdraw the repurchased Shares from CCASS and register the treasury Shares in the Company's name. The Company may re-deposit its treasury Shares into CCASS only if it has an imminent plan to resell these treasury Shares on the Stock Exchange and will complete such resale as soon as possible. The Company will have appropriate measures to ensure that it would not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the relevant laws with respect to treasury Shares. These measures include, for example, an approval by the Board that (i) the Company should procure its broker not to give any instructions to HKSCC to vote at general meetings for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, the Company should withdraw the treasury Shares from CCASS, and either re-register them in the Company's name as treasury Shares or cancel them, in each case before the record date for the dividends or distributions. Holders of treasury Shares (if any) shall abstain from voting on matters that require Shareholders' approval at the Company's general meetings.
- SHARE REPURCHASE MADE BY THE COMPANY
The Company had not repurchased any Shares on the Stock Exchange from the Listing Date to the Latest Practicable Date.
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APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
8. SHARE PRICES
The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the 12 months prior to the Latest Practicable Date were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2025 | | |
| April | 4.90 | 3.50 |
| May | 4.60 | 3.85 |
| June | 5.45 | 4.00 |
| July | 7.55 | 4.40 |
| August | 8.45 | 6.10 |
| September | 7.75 | 6.20 |
| October | 7.95 | 5.85 |
| November | 6.20 | 5.40 |
| December | 6.05 | 4.95 |
| 2026 | | |
| January | 6.40 | 3.95 |
| February | 4.40 | 3.41 |
| March | 3.89 | 2.54 |
| April | 3.28 | 2.35 |
| May (up to and including the Latest Practicable Date) | 2.65 | 2.32 |
APPENDIX III
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
DIRECTORS STANDING FOR RE-ELECTION
The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting.
(1) Dr. Brian Chang
Position and Experience
Dr. Brian Chang (“Dr. Chang”), aged 34, was appointed as the co-chairman of the Board and a non-executive Director of our Company on December 15, 2025 and is mainly responsible for participating in decision-making on important matters of our Group and the high-level oversight of the management and operations of our Group. Since June 2025, he has also served as the chief medical officer of MicroPort Scientific Corporation, the controlling shareholder of the Company (“MicroPort®”), whose shares are listed on the Stock Exchange (stock code: 0853).
Dr. Chang has a professional background as a physician scientist and engineer. He has over a decade of experience in the medical technology industry, having co-founded and led early-stage research, development, and business strategy at several medical technology ventures. Previously, Dr. Chang served as a postdoctoral and lecturer at Massachusetts Institute of Technology (“MIT”), where he oversaw interdisciplinary research teams and developed curriculum in cardiovascular physiology and medical technology. His academic research has focused on cardiac support devices and extracorporeal systems. He has authored 17 peer-reviewed publications and is a named inventor on multiple patents related to cardiovascular and extracorporeal technologies. Dr. Chang received numerous honors, including the Paul & Daisy Soros Fellowship, the Seidman Prize for Outstanding Thesis, and teaching awards from both Harvard Medical School and MIT.
Dr. Chang obtained a bachelor’s degree and a master’s degree in mechanical engineering from Carnegie Mellon University in December 2013 and May 2014, respectively, graduating with University Honors and a minor in biomedical engineering. He obtained a Ph.D. in medical engineering and medical physics from the MIT in June 2018 and a M.D. from Harvard Medical School in May 2023, graduating magna cum laude. He completed his residency in Internal Medicine at Massachusetts General Hospital through the Stanbury physician-scientist program in June 2025.
Saved as disclosed above, Dr. Chang does not hold any directorship in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position within the Company.
APPENDIX III
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
Length of service and emoluments
Dr. Chang entered into a letter of appointment with the Company on December 15, 2025. The initial term of his appointment letter commences from December 15, 2025 (date of the appointment) for a period of three years, and shall be subject to re-election as and when required under the Articles of Association and the Listing Rules, until terminated in accordance with the terms and conditions of the appointment letter or by either party giving to the other not less than three months' prior notice in writing. Pursuant to the letter of appointment entered into with the Company, Dr. Chang is not entitled to receive director's fee from the Company.
Relationships
Dr. Chang does not have any relationship with any directors or senior management or substantial shareholders or controlling shareholders of the Company.
Interest in Shares
As at December 31, 2025, Dr. Chang was not interested or deemed to be interested in any shares, underlying Shares or debenture of the Company or any of its associated corporations within the meaning of Part XV of the SFO.
Matters that need to be brought to the attention of the Shareholders
Saved as disclosed above, there are no other matters concerning Dr. Chang that need to be brought to the attention of the Shareholders and there is no other information relating to Dr. Chang that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
(2) Mr. Philippe Wanstok
Position and Experience
Mr. Philippe Wanstok ("Mr. Wanstok"), aged 63, was appointed as an executive Director and the president of our Company on December 15, 2025 and is mainly responsible for the Group's commercialization strategy and commercial operations. He has been serving as the president of MicroPort Cardiac Rhythm Management Limited (微創心律管理有限公司) ("MicroPort CRM") since November 2024. He joined the CRM Group in November 2017 as vice president of global sales and served as the senior vice president of global sales and marketing of MicroPort CRM from September 2019 to November 2024.
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APPENDIX III
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
Mr. Wanstok has over 36 years of experience in the medical devices industry. Prior to joining the CRM Group, from 1988 to 1995, Mr. Wanstok worked at Medtronic plc, a medical devices and medical technology company offering therapies for different health conditions (including cardiac rhythm management) whose shares are listed on the New York Stock Exchange (NYSE: MDT). From 1995 to 1998, Mr. Wanstok worked at InControl Inc. (“InControl”), a company focused on designing and developing medical devices aiming at treating atrial fibrillation as the general manager for South Europe. InControl was acquired by Guidant Corporation, a company principally engaged in the design and manufacturing of cardiovascular medical products, in 1998. From 1998 to 2006, Mr. Wanstok worked at Guidant Corporation with different roles including EMEA CRM marketing director and general manager of Spain. From 2006 to 2009, Mr. Wanstok worked at Boston Scientific Corporation, a medical devices company whose shares are listed on the New York Stock Exchange (NYSE: BSX), where he was primarily responsible for establishing and launching marketing strategies for all international geographies. From 2009 to 2012, Mr. Wanstok returned to Medtronic plc as the CRM international general manager. From July 2012 to May 2017, he served as the chief commercial officer at CVRx Inc., a company engaged in the development and manufacturing of medical devices aiming at treating heart failure, whose shares are listed on the NASDAQ (symbol: CVRX).
Mr. Wanstok graduated from Paris University (Paris I-La Sorbonne) in France in June 1990, and completed a DESS in foreign trade, a diploma which is only accessible after obtaining a master’s degree, in October 1989 with a major in economics.
Saved as disclosed above, Mr. Wanstok did not hold any directorship in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position within the Company.
Length of service and emoluments
Mr. Wanstok entered into a service agreement with the Company on December 15, 2025. The initial term of his service agreement commences from December 15, 2025 (date of the appointment) for a period of three years, and shall be subject to re-election as and when required under the Articles of Association and the Listing Rules, until terminated in accordance with the terms and conditions of the service agreement or by either party giving to the other not less than 30 days’ prior notice in writing. Pursuant to the service agreement entered into with the Company, Mr. Wanstok is not entitled to receive director’s fee from the Company.
APPENDIX III
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
Relationships
Mr. Wanstok does not have any relationship with any directors or senior management or substantial shareholders or controlling shareholders of the Company.
Interest in Shares
As at December 31, 2025, Mr. Wanstok was interested or deemed to be interested in 18,523,140 shares (equivalent to 3,704,628 Shares after the Share Consolidation became effective), representing approximately 0.29% of the existing issued share capital of the Company and shares in its associated corporation pursuant to Part XV of the SFO.
Matters that need to be brought to the attention of the Shareholders
Saved as disclosed above, there are no other matters concerning Mr. Wanstok that need to be brought to the attention of the Shareholders and there is no other information relating to Mr. Wanstok that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
(3) Mr. Deng Aoyi
Position and Experience
Mr. Deng Aoyi (鄧奧弋) (“Mr. Deng”), aged 29, was appointed as a non-executive Director of our Company on December 15, 2025 and is mainly responsible for participating in decision-making of important matters of our Group and the high-level oversight of the management and operations of our Group. Mr. Deng has also been serving as a director of MicroPort CRM since November 2025.
Mr. Deng has amassed extensive experience in research, investment, and management across the healthcare sector. In November 2025, he joined MicroPort CRM and was appointed as a director of MicroPort CRM, where he was primarily responsible for participating in discussions on the group's major decision-making matters and providing strategic opinions and suggestions on the group's operation and management. Currently serving at Yunfeng Capital (雲鋒基金), Mr. Deng leads and participates in investments and cross-border transactions across multiple sectors including biopharmaceuticals, cell therapies, medical devices and healthcare services. He has spearheaded or played a key role in the investment and post-investment management of nearly 20 portfolio companies to date.
APPENDIX III
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
Mr. Deng obtained his bachelor's degree from Peking University Health Science Center (北京大學醫學部) in China and a dual bachelor's degree in economics from the National School of Development at Peking University (北京大學國家發展研究院) in July 2020. He obtained a master's degree in finance from Fudan University (復旦大學) in June 2022.
Saved as disclosed above, Mr. Deng did not hold any directorship in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position within the Company.
Length of service and emoluments
Mr. Deng entered into a letter of appointment with the Company on December 15, 2025. The initial term of his appointment letter commences from December 15, 2025 (date of the appointment) for a period of three years, and shall be subject to re-election as and when required under the Articles of Association and the Listing Rules, until terminated in accordance with the terms and conditions of the appointment letter or by either party giving to the other not less than three months' prior notice in writing. Pursuant to the letter of appointment entered into with the Company, Mr. Deng is not entitled to receive director's fee from the Company.
Relationships
Mr. Deng does not have any relationship with any directors or senior management or substantial shareholders or controlling shareholders of the Company.
Interest in Shares
As at December 31, 2025, Mr. Deng was not interested or deemed to be interested in any shares, underlying Shares or debenture of the Company or any of its associated corporations within the meaning of Part XV of the SFO.
Matters that need to be brought to the attention of the Shareholders
Saved as disclosed above, there are no other matters concerning Mr. Deng that need to be brought to the attention of the Shareholders and there is no other information relating to Mr. Deng that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
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APPENDIX III
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
(4) Dr. Hu Bingshan
Position and Experience
Dr. Hu Bingshan (胡冰山) (“Dr. Hu”), aged 44, was appointed as an independent non-executive Director of our Company on June 27, 2025 and is mainly responsible for supervising and providing independent judgment to our Board.
Dr. Hu has successively served as associate professor and professor at the University of Shanghai for Science and Technology (上海理工大學) since November 2016. His main research field is rehabilitation and nursing robotics. From October 2010 to November 2016, Dr. Hu worked as a space robotics systems engineer at the Shanghai Aerospace System Engineering Institute in the China Aerospace Science and Technology Corporation (中國航天科技集團公司上海宇航系統工程研究所). In 2015, he also served as a visiting scholar at the University of Hamburg in Germany. Dr. Hu serves as a committee member for the Sports Health and Industry Promotion Committee of China Association of Rehabilitation Medicine (中國康復醫學會運動健康與產業發展專委會) and other relevant academic organizations. He received the First Prize and the Second Prize of Science and Technology from the China Association of Rehabilitation Medicine (中國康復醫學會) in October 2023 and in September 2024, respectively. Dr. Hu has published more than 50 papers in internationally recognized journals or academic conferences. He is also an inventor or co-inventor of more than 70 Chinese and overseas patents.
Dr. Hu obtained his bachelor’s degree in electrical engineering and automation and his master’s degree in power electronics and electric drives from Harbin University of Science and Technology (哈爾濱理工大學) in July 2003 and April 2006, respectively, and obtained his Ph.D. in mechatronic engineering from Shanghai Jiao Tong University (上海交通大學) in December 2010.
Saved as disclosed above, Dr. Hu did not hold any directorship in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position within the Company.
Length of service and emoluments
Dr. Hu entered into a letter of appointment with the Company on June 27, 2025. The initial term of his appointment letter commences from June 27, 2025 (date of the appointment) for a period of three years, and shall be subject to re-election as and when required under the Articles of Association and the Listing Rules, until terminated in accordance with the terms and conditions of
APPENDIX III
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
the appointment letter or by either party giving to the other not less than three months' prior notice in writing. Pursuant to the letter of appointment entered into with the Company, Dr. Hu is entitled to an annual director's fee of RMB200,000.
Relationships
Dr. Hu does not have any relationship with any directors or senior management or substantial shareholders or controlling shareholders of the Company.
Interest in Shares
As at December 31, 2025, Dr. Hu was not interested or deemed to be interested in any shares, underlying Shares or debenture of the Company or any of its associated corporations within the meaning of Part XV of the SFO.
Matters that need to be brought to the attention of the Shareholders
Saved as disclosed above, there are no other matters concerning Dr. Hu that need to be brought to the attention of the Shareholders and there is no other information relating to Dr. Hu that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
(5) Mr. Jonathan H. Chou
Position and Experience
Mr. Jonathan H. Chou (周嘉鴻) ("Mr. Chou"), aged 61, was appointed as an independent non-executive Director of our Company on January 15, 2021 and is primarily responsible for providing independent oversight and judgment to our Board.
Mr. Chou is a seasoned finance executive and advisor with over 30 years of international experience across the semiconductor, electronics and industrial sectors. He was most recently the chief financial officer of UTAC Holdings Ltd., a global semiconductor assembly and test services provider, where he also oversaw the group's information technology and human resources functions, completing his tenure in February 2024. Prior to that, Mr. Chou served as chief financial officer of Kulicke & Soffa Industries, Inc. (NASDAQ: KLIC), a leading provider of semiconductor packaging and electronic assembly solutions and concurrently held the position of interim chief executive officer from 2015 to 2016. During his tenure, he was also responsible for the company's
APPENDIX III
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
global IT and facilities operations. Earlier in his career, he held senior finance leadership roles in multinational corporations including Honeywell, Tyco ADT, Lucent Technologies Bell Labs, and Public Service Enterprise Group.
Mr. Chou has been serving as an independent non-executive director of MicroPort® since September 2010 and an independent non-executive director of Shanghai MicroPort MedBot (Group) Co., Ltd. (上海微創醫療機器人(集團)股份有限公司) (a company listed on the Stock Exchange, stock code: 02252) since November 2025. He is also chairman of the board of the Emerging Markets Investors Alliance, a not-for-profit organization promoting sustainable governance among institutional investors, and advises several private-equity-backed companies including AddVita Pte. Ltd., an Asian healthcare distribution platform backed by SeaTown (a Temasek-linked fund).
Mr. Chou obtained his bachelor's degree in economics from the State University of New York at Buffalo in the United States in February 1988 and a master's degree in business administration from Duke University's Fuqua School of Business in the United States in December 1999. He has served on the East Asia Regional Advisory Board of Duke University's Fuqua School of Business since 2013.
Saved as disclosed above, Mr. Chou did not hold any directorship in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position within the Company.
Length of service and emoluments
Mr. Chou entered into an appointment letter with the Company on February 4, 2024 for a term of three years commencing from February 4, 2024 (subject always to re-election as and when required under the Articles of Association and the Listing Rules) until terminated in accordance with the terms and conditions of the appointment letter or by either party giving to the other not less than three month's prior notice in writing. Pursuant to the appointment letter entered into with the Company, Mr. Chou is entitled to an annual director's fee of RMB200,000.
Relations
Mr. Chou does not have any relationship with any directors or senior management or substantial shareholders or controlling shareholders of the Company.
APPENDIX III
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
Interest in Shares
As at December 31, 2025, Mr. Chou was interested or deemed to be interested in 449,683 Shares (equivalent to 89,936 Shares after the Share Consolidation became effective), representing approximately 0.01% of the issued share capital of the Company pursuant to Part XV of the SFO.
Matters that need to be brought to the attention of the Shareholders
Saved as disclosed above, there are no other matters concerning Mr. Chou that need to be brought to the attention of the Shareholders and there is no other information relating to Mr. Chou that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
DIRECTOR'S REMUNERATION
The total amount of the Directors' remuneration for the year ended December 31, 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 Company's and the Director's performance.
NOTICE OF ANNUAL GENERAL MEETING
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 IS HEREBY GIVEN that the annual general meeting (the “Annual General Meeting”) of MicroPort CardioFlow Medtech Corporation (the “Company”) will be held on Thursday, June 4, 2026 at 10:00 a.m. at No. 501 Niudun Road, Zhangjiang Hi-Tech Park, Pudong New District, Shanghai, China, for the following purposes:
ORDINARY RESOLUTIONS
-
To consider and receive the audited consolidated financial statements of the Company and its subsidiaries and the reports of directors of the Company (“Directors”) and the auditors of the Company for the year ended December 31, 2025;
-
To consider as special business and, if thought fit, pass with or without amendments the following resolutions as ordinary resolutions:
“THAT:
(i) subject to paragraph (ii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company (the “Shares”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the Shares may be listed and recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange in accordance with all applicable laws including The Codes on Takeovers and Mergers and Share Buy-Backs and The Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”), be and is hereby generally and unconditionally approved;
NOTICE OF ANNUAL GENERAL MEETING
(ii) the aggregate number of shares, which may be bought back pursuant to the approval in paragraph (i) above during the Relevant Period shall not exceed 10% of the total number of the issued share capital of the Company (excluding treasury shares) as at the date of passing of this resolution, and the said approval shall be limited accordingly; and
(iii) for the purpose of this Resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(a) the conclusion of the next annual general meeting of the Company;
(b) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; or
(c) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting.”
- To consider as special business and, if thought fit, pass with or without amendments the following resolutions as ordinary resolutions:
“THAT:
(i) subject to paragraph (iii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and otherwise deal with additional Shares in the capital of the Company, or options, warrants or similar rights to subscribe for Shares or other securities convertible into Shares and to make or grant offers, agreements and/or options (including bonds, warrants and debentures exchangeable for or convertible into Shares) and rights of exchange or conversion which may require the exercise of such powers be and is hereby generally and unconditionally approved;
(ii) the approval in paragraph (i) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options (including bonds, warrants and debentures exchangeable or convertible into Shares) and rights of exchange or conversion which may require the exercise of such power after the end of the Relevant Period;
NOTICE OF ANNUAL GENERAL MEETING
(iii) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period pursuant to paragraph (i) or (ii) of this resolution above, otherwise than pursuant to:
(a) a Rights Issue (as hereinafter defined);
(b) the grant or exercise of any option under any share option scheme of the Company (if applicable) or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the directors of the Company, officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for Shares or rights to acquire Shares;
(c) any scrip dividend scheme or similar arrangement providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company; or
(d) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into Shares,
shall not exceed 20% of the total number of the issued share capital of the Company (excluding treasury shares) as at the date of passing this resolution and the approval shall be limited accordingly; and
(iv) for the purpose of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
(1) the conclusion of the next annual general meeting of the Company;
(2) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; or
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NOTICE OF ANNUAL GENERAL MEETING
(3) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and
"Rights Issue" means an offer of Shares, or an offer or issue of warrants, options or other securities which carry a right to subscribe for Shares, open for a period fixed by the Directors to holders of Shares whose names appear on the register of members on a fixed record date in proportion to their holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).
- To consider as special business and, if thought fit, pass with or without amendments the following resolutions as ordinary resolutions:
"THAT conditional upon the passing of the resolutions 2 and 3, the general mandate referred to in the resolution 3 be and is hereby extended by the addition to the aggregate number of Shares which may be allotted, issued or otherwise dealt with or agreed conditionally or unconditionally to be allotted, issued or otherwise dealt with by the Directors pursuant to such general mandate of an amount representing the aggregate number of Shares bought back or otherwise acquired by the Company pursuant to the general mandate pursuant to resolution 2, provided that such extended amount shall not exceed 10% of the total number of the issued share capital of the Company (excluding treasure shares) as at the date of passing this resolution."
- To re-elect the following directors of the Company (the "Directors"), each as a separate resolution:
(i) To re-elect Dr. Brian Chang as a non-executive Director;
(ii) To re-elect Mr. Philippe Wanstok as an executive Director;
(iii) To re-elect Mr. Deng Aoyi as a non-executive Director;
(iv) To re-elect Dr. Hu Bingshan as an independent non-executive Director; and
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NOTICE OF ANNUAL GENERAL MEETING
(v) To re-elect Mr. Jonathan H. Chou as an independent non-executive Director.
- To authorise the board of directors of the Company (the “Board”) to fix the remuneration of the Directors; and
- To re-appoint KPMG as auditors of the Company and authorize the Board to fix their remuneration.
By order of the Board
MicroPort CardioFlow Medtech Corporation
Chen Guoming
Chairman
Hong Kong, May 12, 2026
Notes:
(i) For the purpose of determining the identity of the shareholders of the Company entitled to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Monday, June 1, 2026 to Thursday, June 4, 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 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, May 29, 2026. The record date for determining the Shareholders' eligibility to attend and vote at the AGM is Thursday, June 4, 2026.
(ii) A shareholder entitled to attend and vote at the above Annual General 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 shareholder of the Company.
(iii) In the case of joint holders of any Share, any one of such persons may vote at the Annual General Meeting, 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 Annual General Meeting 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 17M/F, Hopewell Centre, 183 Queen's Road East, Wan Chai, 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 Annual General Meeting (i.e. not later than 10:00 a.m. on Tuesday, June 2, 2026). The completion and delivery of the form of proxy shall not preclude the shareholders from attending and voting in person at the Annual General Meeting (or
NOTICE OF ANNUAL GENERAL MEETING
any adjourned meeting thereof) if they so wish and in such event, the form of proxy shall be deemed to be revoked. For the avoidance of doubt, holders of treasury shares of the Company (if any) are not entitled to vote at the Company's general meetings.
(v) All resolutions at the Annual General Meeting 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) In respect of the ordinary resolutions 2, 3 and 4, the Directors wish to state that they have no immediate plans to repurchase any existing Shares or issue any new Shares.
(vii) Shareholders attending the Annual General Meeting in person or by proxy shall bear their own travelling and accommodation expenses, and shall produce their identity documents.
(viii) References to dates and time in this notice are to Hong Kong dates and time.
(ix) The English text of this notice shall prevail over the Chinese text for the purpose of interpretation.
(x) 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.
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