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MicroPort NeuroScientic Corporation — Proxy Solicitation & Information Statement 2025
Jun 2, 2025
50421_rns_2025-06-02_5b35af78-99af-4e40-a528-07ec08bce3b4.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 a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in MicroPort NeuroScientific Corporation, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly 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微创脑科学
MicroPort NeuroScientific Corporation
微創腦科學有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2172)
SCRIP DIVIDEND IN RELATION TO THE FINAL DIVIDEND
FOR THE YEAR ENDED 31 DECEMBER 2024;
PROPOSED RE-ELECTION OF DIRECTOR;
PROPOSED ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTOR;
PROPOSED RE-APPOINTMENT OF AUDITORS;
PROPOSED GRANTING OF GENERAL MANDATES TO
BUY BACK SHARES AND TO ISSUE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting of MicroPort NeuroScientific Corporation to be held at 10:00 a.m. on Friday, 27 June 2025 at 1601 Zhangdong Road, Zhangjiang Hi-Tech Park, Shanghai, the People's Republic of China is set out on pages 19 to 23 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 Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.microportneurosci.com). Holders of treasury shares, if any, have no voting rights at the general meeting(s) of the Company.
Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed 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 Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not later than 10:00 a.m. on Wednesday, 25 June 2025 (Hong Kong Time). Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting if they so wish.
3 June 2025
CONTENTS
Page
Definitions 1
Letter from the Board
- Introduction 5
- Scrip Dividend Scheme 5
- Proposed Re-election of Director 7
- Proposed Election of Independent Non-executive Director 8
- Proposed Re-appointment of Auditors 8
- Proposed Granting of the Share Buy-back Mandate 8
- Proposed Granting of the Issuance Mandate 9
- Responsibility Statement 9
- Annual General Meeting and Proxy Arrangement 9
- Recommendation 10
Appendix I — Details of the Directors Proposed to be Re-elected and Elected at the Annual General Meeting 11
Appendix II — Explanatory Statement 15
Notice of Annual General Meeting 19
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"Annual General Meeting"
the annual general meeting of the Company to be held at 10:00 a.m. on Friday, 27 June 2025 at 1601 Zhangdong Road, Zhangjiang Hi-Tech Park, Shanghai, the People's Republic of China, to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 19 to 23 of this circular, or any adjournment thereof
"Audit Committee"
the audit committee of the Company
"Board"
the board of Directors
"Company"
MicroPort NeuroScientific Corporation, an exempted company incorporated in the Cayman Islands, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 2172)
"Director(s)"
the director(s) of the Company
"Final Dividend"
the proposed final dividend of HK$0.11 per Share for the year ended 31 December 2024
"Group"
the Company and its subsidiaries
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
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DEFINITIONS
"Issuance Mandate"
a general mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares (including any sale or transfer of treasury shares out of treasury) of not exceeding 20% of the total number of Shares of the Company in issue (excluding treasury shares) as at the date of passing of the proposed ordinary resolution contained in item 6 of the notice of the Annual General Meeting as set out on pages 19 to 23 of this circular
"Latest Practicable Date"
27 May 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time
"Memorandum and Articles of Association"
the memorandum and articles of association of the Company currently in force
"Nomination Committee"
the nomination committee of the Company
"PRC"
the People's Republic of China
"Qualifying Shareholders"
the Shareholders whose registered addresses are in Hong Kong as shown on the register of members of the Company on the Record Date, other than Shareholder(s) whose name(s) appear(s) on the register of members of the Company on the Record Date and whose registered address(es) on that date is/are outside Hong Kong (if any) to whom the Directors, based on legal advice provided by legal advisers and on account either of legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place, consider it necessary or expedient to exclude such Shareholder(s) from the Scrip Dividend Scheme
"Record Date"
8 July 2025, being the record date for determining the entitlement to the Final Dividend
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DEFINITIONS
"Remuneration Committee" the remuneration committee of the Company
"RMB" Renminbi, the lawful currency of the PRC
"Scrip Dividend Scheme" the scheme proposed by the Directors in relation to the Final Dividend which offer the Qualifying Shareholders an alternative to elect to receive such dividend wholly or partly by an allotment and issue of new Shares credited as fully paid in lieu of cash payment
"Scrip Shares" new Shares to be allotted and issued pursuant to the Scrip Dividend Scheme
"SFC" the Securities and Futures Commission of Hong Kong
"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Share(s)" ordinary share(s) of the Company
"Share Buy-back Mandate" a general mandate proposed to be granted to the Directors to buy back Shares on the Stock Exchange of not exceeding 10% of the total number of Shares of the Company in issue (excluding treasury shares) as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting as set out on pages 19 to 23 of this circular
"Shareholder(s)" holder(s) of Share(s)
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Takeovers Code" the Codes on Takeovers and Mergers approved by the Securities and Futures Commission as amended from time to time
"treasury shares" has the meaning ascribed to it under the Listing Rules
"%" per cent
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LETTER FROM THE BOARD
MicroPort微創腦科學
MicroPort NeuroScientific Corporation
微創腦科學有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2172)
Executive Directors:
Mr. Xie Zhiyong
Mr. Wang Yiqun Bruce
Non-executive Directors:
Dr. Chang Zhaohua (Chairman)
Mr. Sun Qingwei
Mr. Wang Lin
Ms. Wu Xia
Independent Non-executive Directors:
Dr. Xu Yi
Dr. Zhang Haixiao
Mr. Fan Xin
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
Pudong New Area, Shanghai
PRC
Principal Place of Business in Hong Kong:
Room 1922, 19/F
Lee Garden One, 33 Hysan Avenue
Causeway Bay
Hong Kong
3 June 2025
To the Shareholders
Dear Sir/Madam,
SCRIP DIVIDEND IN RELATION TO THE FINAL DIVIDEND
FOR THE YEAR ENDED 31 DECEMBER 2024;
PROPOSED RE-ELECTION OF DIRECTOR;
PROPOSED ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTOR;
PROPOSED RE-APPOINTMENT OF AUDITORS;
PROPOSED GRANTING OF GENERAL MANDATES TO
BUY BACK SHARES AND TO ISSUE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
LETTER FROM THE BOARD
1. INTRODUCTION
The purpose of this circular is to provide you with information reasonably necessary to enable you to make decisions on whether to vote for or against the resolutions to be proposed at the Annual General Meeting for the approval of, among other matters (i) the payment of a Final Dividend (including the Scrip Dividend Scheme); (ii) the proposed re-election of the Director; (iii) the proposed election of independent non-executive Director; (iv) the proposed re-appointment of auditors; and (v) the granting of a Share Buy-back Mandate and Issuance Mandate.
2. SCRIP DIVIDEND SCHEME
Reference is made to the announcement of the Company dated 26 March 2025 in relation to the annual results of the Company for the year ended 31 December 2024 (the "Announcement").
It was stated in the Announcement that the Directors had resolved to recommend the payment of a Final Dividend of HK$0.11 per Share for the year ended 31 December 2024 to the Shareholders whose names appear on the register of members of the Company on the Record Date and also to recommend the Scrip Dividend Scheme to the Qualifying Shareholders, subject to the approval of the Shareholders on the payment of Final Dividend at the Annual General Meeting and the grant by the Listing Committee of the Stock Exchange of the listing of, and permission to deal in, the Scrip Shares to be allotted and issued pursuant thereto.
In arriving at the decision to recommend the Scrip Dividend Scheme to the Qualifying Shareholders, the Directors consider that while the Company should declare a Final Dividend, the retention of cash, which would otherwise have been paid to the Shareholders as a cash dividend, within the Group would enhance the continuous growth, maintain the financial stability and reduce the financing costs of the Group. On the other hand, the Scrip Dividend Scheme will give those Qualifying Shareholders who wish to further invest in the Company the opportunity to increase their equity investment in the Company.
Qualifying Shareholders are entitled to elect to have the Final Dividend to be paid wholly or partly in Shares instead of in cash. Shareholders whose registered addresses are outside Hong Kong (if any) as shown in the register of members of the Company on the Record Date may not be permitted to participate in the Scrip Dividend Scheme if the Directors consider that the circulation of an offer of such election to such Shareholders would or might be unlawful or impracticable and accordingly no form of election will be sent to such Shareholders and they will receive the Final Dividend wholly in cash. The Company will make enquiry regarding the legal restrictions under the laws of the relevant place and the requirements of the relevant regulatory body or stock
LETTER FROM THE BOARD
exchange for considering whether to exclude such Shareholder from the Scrip Dividend Scheme and it may only exclude such Shareholder on the basis that, having made such enquiry, it would be necessary or expedient to do so.
For the purpose of calculating the number of Scrip Shares, the value of the Scrip Shares will be fixed by the Board at its discretion with reference to the average of the closing prices of the Shares on the Stock Exchange for the five consecutive trading days ending on (and including) the Record Date less a discount of 10% (the "10% Discount") of such average price or the par value of Shares, whichever is higher. In determining the price at which the Scrip Shares will be issued, the Board will take into consideration the average closing price of the Shares for the five trading days immediately preceding the Record Date and market conditions. While the Company considers that a Final Dividend should be declared, the retention of the cash destined for payment of the Final Dividend could improve the financial stability of the Group and reduce the financing costs of the operation of the Group. As such, the Company is offering the 10% Discount in order to encourage more Qualifying Shareholders to take up the Scrip Shares as alternative in receiving their dividends.
The number of Scrip Shares to be issued will be rounded down to the nearest whole number of Scrip Shares and no Qualifying Shareholder is entitled to be allotted and issued any fraction of a Scrip Share under the Scrip Dividend Scheme. Fractional entitlements to Scrip Shares will be aggregated and sold for the benefit of the Company.
The Scrip Shares will rank pari passu in all respects with the Shares in issue on the date of allotment and issue of the Scrip Shares save that they will not be entitled to the Final Dividend for the year ended 31 December 2024.
On the condition that the payment of the above Final Dividend by way of the Scrip Dividend Scheme is approved by the Shareholders at the Annual General Meeting, a circular containing details of the Scrip Dividend Scheme, together with a form of election (to the Qualifying Shareholders only), will be despatched to the Shareholders on or about Wednesday, 23 July 2025.
Subject to the passing of the resolution concerned at the Annual General Meeting, application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Scrip Shares. No part of the Scrip Shares will 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 proposed to be sought.
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LETTER FROM THE BOARD
Closure of register of members
In order to determine the entitlement to the proposed Final Dividend, the register of members of the Company will be closed from Friday, 4 July 2025 to Tuesday, 8 July 2025, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for the proposed Final Dividend, all transfers of shares, accompanied by the relevant share certificates, must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, for registration not later than 4:30 p.m. on Thursday, 3 July 2025 (Hong Kong time), being the last registration date.
Subject to the approval by the Shareholders of the payment of a Final Dividend at the Annual General Meeting and the grant by the Listing Committee of the Stock Exchange of the listing of, and permission to deal in, the Scrip Shares on the Stock Exchange, the proposed Final Dividend is expected to be paid on or about Friday, 22 August 2025. Dividend warrants and share certificates for new shares to be issued under the Scrip Dividend Scheme will be despatched to the Shareholders by ordinary mail on or about Friday, 22 August 2025. The dealings in the Scrip Shares on the Stock Exchange are expected to commence on or around Monday, 25 August 2025.
3. PROPOSED RE-ELECTION OF DIRECTOR
In accordance with Article 26.4 of the Memorandum and Articles of Association, one-third of the Directors for the time being (or, if their number is not a multiple of three, then the number nearest to, but not less than, one-third) shall be subject to retirement by rotation at least once every three years. Any Directors required to stand for re-election pursuant to Article 26.3 shall not be taken into account in determining the number of Directors and which Directors are to retire by rotation. Accordingly, Mr. Wang Lin, Dr. Xu Yi and Dr. Zhang Haixiao shall retire at the Annual General Meeting. Mr. Wang Lin and Dr. Xu Yi, who want to devote more time to their other endeavours, do not offer themselves for re-election. Dr. Zhang Haixiao, being eligible, offer herself for re-election at the Annual General Meeting.
The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's board diversity policy and director nomination policy and the Company's corporate strategy, and the independence of all independent non-executive Directors. The Nomination Committee has recommended to the Board on the re-election of the aforementioned retiring Director. Dr. Zhang Haixiao has given confirmation of her independence pursuant to Rule 3.13 of the Listing Rules. The Company considers that Dr. Zhang Haixiao is
LETTER FROM THE BOARD
independent in accordance with the independence guidelines set out in the Listing Rules and will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity.
Details of the Director proposed for re-election at the Annual General Meeting are set out in Appendix I to this circular.
4. PROPOSED ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTOR
The Board recommends the election of Mr. Li Zhiyong as an independent non-executive Director of the Company with effect from the conclusion of the Annual General Meeting in view of his extensive knowledge and experience in the medical sector. Mr. Li Zhiyong has given confirmation of his independence pursuant to Rule 3.13 of the Listing Rules. The Company considers that Mr. Li Zhiyong is independent in accordance with the independence guidelines set out in the Listing Rules and will bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity.
The biographical details of Mr. Li Zhiyong are set out in Appendix I to this circular.
5. PROPOSED RE-APPOINTMENT OF AUDITORS
In accordance with Rule 13.88 of the Listing Rules, an ordinary resolution will be proposed at the Annual General Meeting (1) to re-appoint KPMG; and (2) to re-appoint KPMG Huazhen LLP as the overseas and domestic auditors of the Company for the year 2025 and until the next annual general meeting of the Company, to provide 2025 annual financial report audit services or other related consultancy services, and to authorize the Board to fix their remuneration.
The appointment of the auditors of the Company has been reviewed by the Audit Committee which made recommendation to the Board that the 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 31 December 2025 could be performed more efficiently by KPMG, which is in the best interests of the Company and the Shareholders as a whole.
6. PROPOSED GRANTING OF THE SHARE BUY-BACK MANDATE
In order to give the Company the flexibility to buy back Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Share Buy-back Mandate to the Directors to buy back Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares (excluding treasury shares) as at the date of
LETTER FROM THE BOARD
passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting as set out on pages 19 to 23 of this circular (i.e. a total of 57,562,256 Shares on the basis that the issued share capital of the Company (excluding treasury shares) remains unchanged on the date of the Annual General Meeting). The Directors wish to state that they have no immediate plan to buy back any Shares pursuant to the Share Buy-back Mandate. 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 granting of the Share Buy-back Mandate is set out in Appendix II to this circular.
7. PROPOSED GRANTING OF THE ISSUANCE MANDATE
In order to give the Company the flexibility to issue Shares (including any sale or transfer of treasury shares) if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Issuance Mandate to the Directors to allot, issue or deal with additional Shares (including any sale or transfer of treasury shares out of treasury) of not exceeding 20% of the total number of issued Shares (excluding treasury shares) as at the date of passing of the proposed ordinary resolution contained in item 6 of the notice of the Annual General Meeting as set out on pages 19 to 23 of this circular (i.e. a total of 115,124,513 Shares on the basis that the issued share capital of the Company (excluding treasury shares) remains unchanged). An ordinary resolution to extend the Issuance Mandate by adding the number of Shares bought back by the Company pursuant to the Share Buy-back Mandate will also be proposed at the Annual General Meeting.
8. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this document misleading.
9. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
The notice of the Annual General Meeting is set out on pages 19 to 23 of this circular.
Pursuant to the Listing Rules and the Memorandum and Articles of Association, any vote of Shareholders at a general meeting must 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
LETTER FROM THE BOARD
hands. Article 19.7 of the Memorandum and Articles of Association provides that, at any general meeting a resolution put to the vote of the meeting shall be decided on a poll. According to Article 20.1 of the Memorandum and Articles of Association, every shareholder present in person or by proxy shall have one vote for each share registered in his name in the register. An explanation of the detailed procedures of voting by poll will be provided to the Shareholders at the Annual General Meeting. The Company will publish an announcement of the poll results on the websites of the Stock Exchange and the Company after the Annual General Meeting in accordance with Rule 13.39(5) of the Listing Rules.
A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.microportneurosci.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not later than 10:00 a.m. on Wednesday, 25 June 2025 (Hong Kong time). Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish and in such event, your proxy form shall be deemed to be revoked.
10. RECOMMENDATION
The Directors consider that the resolutions in relation to, among others, (i) the payment of a Final Dividend (including the Scrip Dividend Scheme); (ii) the proposed re-election of the Director; (iii) the proposed election of independent non-executive Director; (iv) the proposed re-appointment of auditors; and (v) the granting of a Share Buy-back Mandate and Issuance Mandate are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.
Yours faithfully,
By Order of the Board
Dr. Chang Zhaohua
Chairman
APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AND ELECTED AT THE ANNUAL GENERAL MEETING
The following are details of the Directors being eligible, offer themselves for election and re-election at the Annual General Meeting.
(1) DR. ZHANG HAIXIAO
Position and experience
Dr. Zhang, born in 1971, was appointed as our independent non-executive Director on 22 June 2022. She is also the chairperson of the Nomination Committee and a member of the Audit Committee.
Dr. Zhang has over 26 years of working experience in law firms and acquired extensive corporate governance experience by providing legal consulting services including but not limited to anti-corruption compliance consulting, internal compliance investigation, intellectual property and anti-unfair competition law consulting services to a number of multinational companies and listed companies. From October 1998 to March 2000, she served as a legal assistant at the Shanghai Representative Office of Schulz Noack Bärwinkel Law Firm (舒諾貝律師事務所上海辦事處). From March 2000 to July 2003, she served as a practicing lawyer at the Shanghai Office of Beijing Junhe Law Firm (北京市君合律師事務所上海分所). From September 2004 to July 2006, she worked at Shanghai Bangxinyang Law Firm (上海邦信陽律師事務所). From July 2006 to March 2008, she served as a senior associate at the Shanghai Representative Office of Weil Gotshal & Manages LLP (威嘉國際律師事務所上海代表處), where she was primarily responsible for providing legal advice on mergers and acquisitions. From March 2008 to May 2009, she successively served as a senior legal consultant at the Shanghai Representative Office of WongPartnership LLP and a partner at Shanghai Yuanda Law Firm (上海元達律師事務所). From July 2009 to April 2019, she served as a partner at Beijing Zhonglun (Shanghai) Law Firm (北京市中倫(上海)律師事務所), where she was primarily responsible for providing legal advice on anti-corruption, compliance, intellectual property and dispute resolution related matters. Since April 2019, she has been serving as a partner at Beijing Anjie Broad Law Firm (北京安傑世澤律師事務所), where she was mainly responsible for providing legal advice on anti-corruption, compliance, intellectual property and dispute resolution related matters. From 2015 to 2019, she was continuously rated as the "Leading Individual in Compliance" by the international legal ranking institution Legal Band. She has also been serving as an expert member of the Arbitration and Anti-Corruption Working Group of the ICC Arbitration and ADR Committee of the International Chamber of Commerce since November 2019.
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APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AND ELECTED AT THE ANNUAL GENERAL MEETING
Dr. Zhang obtained her first bachelor's degree in industrial management engineering from Tongji University (同濟大學) (formerly known as Shanghai Institute of Building Materials Industry (上海建築材料工業學院)) in the PRC in July 1993 and her second bachelor's degree in international economic law from Fudan University (復旦大學) in the PRC in July 1995. She obtained her master's degree in law from University of Pennsylvania in the United States in May 2002 and her doctor's degree in law from Fudan University (復旦大學) in the PRC in June 2013.
Length of service and director's emoluments
Dr. Zhang has entered into an appointment letter with the Company for an initial term of three years commencing from 22 June 2022, subject to retirement by rotation and re-election in accordance with the Memorandum and Articles of Association and the Listing Rules, and is subject to termination as provided in the appointment letter. Pursuant to the appointment letter, Dr. Zhang is entitled to receive RMB200,000 per annum as director's fee from the Company. Dr. Zhang's remuneration will be subject to annual review by the Remuneration Committee and the Board from time to time with reference to the Company's remuneration policy, the prevailing market level and her responsibilities and performance.
Relationships
Save as disclosed above, Dr. Zhang does not have any relationship with any Directors, senior management, substantial shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of the Company.
Interest in Shares
As at the Latest Practicable Date, Dr. Zhang was not interested or deemed to be interested in shares, underlying shares or debentures of the Company or its associated corporation pursuant to Part XV of the SFO.
(2) MR. LI ZHIYONG
Position and experience
Mr. Li, born in 1976.
Mr. Li has served as Vice Chairman and Secretary General of China Association of Medical Equipment since April 2022. Prior to that, Mr. Li served as Project Specialist, Deputy Secretary General and Secretary General of China Association of Medical Equipment from 2007 to 2022.
APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AND ELECTED AT THE ANNUAL GENERAL MEETING
Mr. Li has long been committed to the promotion of medical equipment technological innovation and industrial development. As the deputy editor-in-chief, he has published the “Development Status and Trend of Medical Equipment in China” (《中國醫學裝備發展狀況與趨勢》) and the “Patent Report of Medical Equipment in China” (《中國醫學裝備專利報告》), and has carried out the construction of medical-industrial collaborative innovation platforms and surgical skills application training centers, and has published more than 20 papers.
Mr. Li has served as an independent director of China Meheco Group Co., Ltd. (SHEX: 600056.SH) since February 2023. Mr. Li has also served as an independent director of TINAVI Medical Technologies Co., Ltd. (SHEX: 688277.SH) since September 2023.
Mr. Li obtained an Executive Master of Business Administration degree from Tsinghua University in 2019. Mr. Li is also a certified senior information system project manager.
Length of service and director’s emoluments
Mr. Li will enter into an appointment letter with the Company for an initial term of three years, subject to retirement by rotation and re-election in accordance with the Memorandum and Articles of Association and the Listing Rules, and shall be subject to termination as provided in the appointment letter. Mr. Li’s remuneration will be subject to annual review by the Remuneration Committee and the Board from time to time with reference to the Company’s remuneration policy, the prevailing market level and his responsibilities and performance.
Relationships
Save as disclosed above, Mr. Li does not have any relationship with any Directors, senior management, substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company.
Interest in Shares
As at the Latest Practicable Date, Mr. Li was not interested or deemed to be interested in shares, underlying shares or debentures of the Company or its associated corporation pursuant to Part XV of the SFO.
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APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AND ELECTED AT THE ANNUAL GENERAL MEETING
GENERAL
There is no information in relation to each of Dr. Zhang Haixiao and Mr. Li Zhiyong which is disclosable nor is Dr. Zhang Haixiao and Mr. Li Zhiyong involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning the re-election of Dr. Zhang Haixiao and election of Mr. Li Zhiyong that need to be brought to the attention of the Shareholders.
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APPENDIX II
EXPLANATORY STATEMENT
1. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 575,622,568 Shares (excluding treasury shares) and the Company has 8,973,000 treasury shares.
Subject to the passing of the ordinary resolution set out in item 5 of the notice of the Annual General Meeting in respect of the granting of the Share Buy-back Mandate and on the basis that the issued share capital of the Company (excluding treasury shares) remains unchanged on the date of the Annual General Meeting, i.e. being 575,622,568 Shares, the Directors would be authorized under the Share Buy-back Mandate to buy back, during the period in which the Share Buy-back Mandate remains in force, a total of 57,562,256 Shares, representing 10% of the total number of Shares in issue (excluding treasury shares) as at the date of the Annual General Meeting.
2. REASONS FOR SHARE BUY-BACK
The Directors believe that the granting of the Share Buy-back Mandate is in the best interests of the Company and the Shareholders as a whole.
When exercising the Share Buy-back Mandate, the Directors may, subject to market conditions and the Company's capital management needs at the relevant time of the buy-backs, resolve to cancel the Shares bought back following settlement of any such buy-back or hold them as treasury shares. Shares bought back for cancellation may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. On the other hand, Shares bought back and held by the Company as treasury shares may be resold on the market at market prices to raise funds for the Company, or transferred or used for other purposes, and subject to compliance with the Listing Rules, the Memorandum and Articles of Association, and the laws of the Cayman Islands, Share buy-backs will only be made when the Directors believe that such a buy-back will benefit the Company and the Shareholders.
3. FUNDING OF SHARE BUY-BACK
Share buy-backs pursuant to the Share Buy-back Mandate would be financed entirely from the Company's available cash flow or working capital facilities. The Company may only apply funds legally available for Shares buy-back in accordance with its Memorandum and Articles of Association, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.
APPENDIX II
EXPLANATORY STATEMENT
4. IMPACT OF SHARE BUY-BACK
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 accounts contained in the annual report of the Company for the year ended 31 December 2024) in the event that the Share Buy-back Mandate was to be carried out in full at any time during the proposed buy-back period. However, the Directors do not intend to exercise the Share Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
5. MARKET PRICES OF SHARES
The highest and lowest prices at which the Shares had been traded on the Stock Exchange during each of the previous 12 months up to and including the Latest Practicable Date were as follows:
| Month | Highest HK$ | Lowest HK$ |
|---|---|---|
| 2024 | ||
| May | 10.00 | 8.24 |
| June | 9.60 | 6.21 |
| July | 8.59 | 6.22 |
| August | 7.97 | 6.80 |
| September | 9.54 | 7.28 |
| October | 12.02 | 8.74 |
| November | 10.70 | 8.77 |
| December | 10.18 | 8.53 |
| 2025 | ||
| January | 10.24 | 7.70 |
| February | 12.20 | 9.52 |
| March | 15.24 | 10.22 |
| April | 12.30 | 9.02 |
| May (up to the Latest Practicable Date) | 11.34 | 9.91 |
APPENDIX II
EXPLANATORY STATEMENT
6. GENERAL
To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Share Buy-back Mandate is approved by the Shareholders.
The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Buy-back Mandate is approved by the Shareholders.
The Directors will exercise the power of the Company to repurchase Shares pursuant to the Share Buy-back Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands and the Memorandum and Articles of Association.
The Company has confirmed that neither the explanatory statement nor the proposed share buy-back has any unusual features.
The Company confirms that the explanatory statement set out in this Appendix II contains the information required under Rule 10.06(1)(b) of the Listing Rules and that neither the explanatory statement nor the proposed share repurchase has unusual features. Following a repurchase of Shares, the Company may cancel any repurchased Shares and/or hold them as treasury shares subject to, among others, market conditions and its capital management needs at the relevant time of the repurchases, which may change due to evolving circumstances. For any treasury shares of the Company deposited with CCASS pending resale on the Stock Exchange, the Company shall, upon approval by the Board, implement the below Interim Measures which include (without limitation):
(i) procuring its broker not to give any instructions to HKSCC to vote at general meetings for the treasury shares deposited with CCASS;
(ii) in the case of dividends or distributions (if any and where applicable), withdrawing the treasury shares from CCASS, and either re-register them in its own name as treasury shares or cancel them, in each case before the relevant record date for the dividend or distributions; and
(iii) taking any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury shares.
APPENDIX II
EXPLANATORY STATEMENT
7. TAKEOVERS CODE
If as a result of a buy-back of Shares pursuant to the Share Buy-back 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 the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, MicroPort Scientific Investment LTD (“MP Scientific”) held approximately 53.18% of the total number of issued Shares. MP Scientific is directly wholly owned by MicroPort Scientific Corporation (“MicroPort”). By virtue of SFO, MicroPort is deemed to be interested in the Shares in which MP Scientific is interested. In the event that the Directors exercised in full the power to buy back and cancel Shares in accordance with the terms of the Buyback Mandate proposed at the Annual General Meeting (if the present shareholdings remain the same), the shareholding of both MicroPort and MP Scientific would be increased to approximately 58.99% of the total number of issued Shares. The Directors consider that such increase in shareholding will not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.
The Directors do not propose to exercise the Share Buy-back 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.
8. SHARE BUY-BACK MADE BY THE COMPANY
During the 6 months prior to the Latest Practicable Date, the Company has bought back a total of 1,681,000 Shares (on the Stock Exchange and the details are set out below).
| Date of buy-back | No. of Shares | Price Per Share | |
|---|---|---|---|
| Highest HK$ | Lowest HK$ | ||
| 1 April 2025 | 577,000 | 11.64 | 11.44 |
| 2 April 2025 | 271,000 | 11.62 | 11.44 |
| 3 April 2025 | 320,000 | 11.40 | 11.02 |
| 14 May 2025 | 213,000 | 10.80 | 10.60 |
| 15 May 2025 | 150,000 | 10.56 | 10.48 |
| 16 May 2025 | 150,000 | 10.42 | 10.32 |
NOTICE OF ANNUAL GENERAL MEETING
MicroPort微創腦科學
MicroPort NeuroScientific Corporation
微創腦科學有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2172)
NOTICE IS HEREBY GIVEN that the annual general meeting (the “Annual General Meeting”) of MicroPort NeuroScientific Corporation (the “Company”) will be held at 10:00 a.m. on Friday, 27 June 2025 at 1601 Zhangdong Road, Zhangjiang Hi-Tech Park, Shanghai, the People’s Republic of China for the following purposes:
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To receive and consider the audited consolidated financial statements of the Company and the reports of the directors and auditors for the year ended 31 December 2024.
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To declare and approve a final dividend of HK$0.11 per share in the capital of the Company for the year ended 31 December 2024 by way of a scrip dividend scheme with an option to elect to receive wholly or partly by an allotment and issue of shares credited as fully paid in lieu of cash payment.
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(a) To re-elect Dr. Zhang Haixiao as an independent non-executive director of the Company.
(b) To elect Mr. Li Zhiyong as an independent non-executive director of the Company.
(c) To authorize the board of directors of the Company (the “Board”) to fix the respective directors’ remuneration.
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To re-appoint KPMG and KPMG Huazhen LLP as auditors and to authorize the Board to fix their remuneration.
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NOTICE OF ANNUAL GENERAL MEETING
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT:
(a) subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to buy back its shares in accordance with all applicable laws, rules and regulations;
(b) the total number of shares of the Company to be bought back pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company (excluding treasury shares) as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be bought back under the mandate in paragraph (a) above as a percentage of the total number of issued shares (excluding treasury shares) at the date immediately before and after such consolidation or subdivision shall be the same; and
(c) for the purposes of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Memorandum and Articles of Association of the Company or any applicable laws to be held; and
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.”
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NOTICE OF ANNUAL GENERAL MEETING
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
"THAT:
(a) subject to paragraph (c) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company during the Relevant Period (as defined below) to allot, issue and deal with additional shares in the capital of the Company (including any sale or transfer of treasury shares out of treasury), and to make or grant offers, agreements and options which might require the exercise of such powers;
(b) the mandate in paragraph (a) above shall authorize the directors of the Company to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (including any sale or transfer of treasury shares (which shall have the meaning ascribed to it under the Listing Rules coming into effect from June 11, 2024) out of treasury) by the directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:
(i) a Rights Issue (as defined below);
(ii) the exercise of options under a share option scheme of the Company; and
(iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Memorandum and Articles of association of the Company,
shall not exceed 20% of the total number of issued shares of the Company (excluding treasury shares) as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be issued (including any sale or transfer of treasury shares out of treasury) under the mandate in paragraph (a) above as a percentage of the total number of issued shares (excluding treasury shares) at the date immediately before and after such consolidation or subdivision shall be the same; and
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NOTICE OF ANNUAL GENERAL MEETING
(d) for the purposes of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Memorandum and Articles of Association of the Company or any applicable laws to be held; and
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.
“Right Issue” means an offer of shares open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions 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 any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).
- “THAT conditional upon the passing of the resolutions set out in items 5 and 6 of the notice convening this meeting (the “Notice”), the general mandate referred to in the resolution set out in item 6 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors (including any sale or transfer of treasury shares out of treasury) pursuant to such general mandate of the number of shares bought back by the Company pursuant to the mandate referred to in resolution set out in item 5 of the Notice, provided that such amount shall not exceed 10% of the total number of issued shares (excluding treasury shares) of the Company as at the date of passing of this resolution.”
By Order of the Board
Dr. Chang Zhaohua
Chairman
Hong Kong, 3 June 2025
NOTICE OF ANNUAL GENERAL MEETING
Notes:
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All resolutions at the meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). Article 19.7 of the Memorandum and Articles of Association provides that, at any general meeting a resolution put to the vote of the meeting shall be decided on a poll. According to Article 20.1 of the Memorandum and Articles of Association, every shareholder present in person or by proxy shall have one vote for each share registered in his name in the register. An explanation of the detailed procedures of conducting a poll will be provided to shareholders at the meeting. 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.
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In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 10:00 a.m. on Wednesday, 25 June 2025 (Hong Kong time). Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
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For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from Tuesday, 24 June 2025 to Friday, 27 June 2025, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Monday, 23 June 2025 (Hong Kong time), being the last share registration date. Holders of treasury shares, if any, have no voting rights at the general meeting(s) of the Company.
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If a Typhoon Signal No. 8 or above is hoisted or a Black Rainstorm Warning Signal is in force at any time between 6:30 a.m. and 9:00 a.m. on the day of the meeting, the meeting will be adjourned. An announcement will be published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.microportneurosci.com) to notify Shareholders of the date, time and place of the adjourned meeting.
The meeting will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the meeting under bad weather conditions bearing in mind their own situations.
- A circular containing the explanatory statement on the ordinary resolution set out in item 5 set out in this Notice will be sent to all shareholders of the Company.
As at the date of this notice, the Board of the Company comprises Mr. Xie Zhiyong and Mr. Wang Yiqun Bruce as executive directors; Dr. Chang Zhaohua, Mr. Sun Qingwei, Mr. Wang Lin and Ms. Wu Xia as non-executive directors; Dr. Xu Yi, Dr. Zhang Haixiao and Mr. Fan Xin as independent non-executive directors.
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