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MicroPort Scientific Corporation Proxy Solicitation & Information Statement 2012

Apr 20, 2012

49512_rns_2012-04-19_550c3a85-eacf-4bcb-af14-b75d170893e5.pdf

Proxy Solicitation & Information Statement

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==> picture [32 x 32] intentionally omitted <==

MicroPort Scientific Corporation 微創醫療科學有限公司[*]

(Incorporated in in the Cayman Islands with limited liability)

(Stock code: 853)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON TUESDAY, 26 JUNE 2012

I/We [(Note][1)]

being the registered holder(s) of [(Note][2)]

of

shares of

US$0.00001 each in the share capital of MicroPort Scientific Corporation (the “Company”) hereby appoint the Chairman of the meeting [(Note][3)] or of

as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the annual general meeting (the “AGM”) of the Company for the year 2012 to be held at Lounge, M Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai District, Hong Kong on Tuesday, 26 June 2012 at 10:00 a.m. (and at any adjournment thereof).

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll [(Note][4)] .

ORDINARY RESOLUTIONS ORDINARY RESOLUTIONS ORDINARY RESOLUTIONS ORDINARY RESOLUTIONS FOR AGAINST
1. To receive and consider the audited consolidated financial statements and the
reports of the directors and auditors for the year ended 31 December 2011.
2. To declare a final dividend of HK$0.07 (equivalent to RMB0.06) per share for
the year ended 31 December 2011.
3. (a)
To re-elect Ms Yan Zhang as executive director.
(b)
To re-elect Mr Hongbin
Sun as executive director.
(c)
To re-elect Mr Qiyi Luo
as executive director.
(d)
To re-elect Mr Lei Ding
as non-executive director.
(e)
To authorize the board of directors to
fix the respective directors’
remuneration.
4. To re-appoint KPMG as auditors and to authorize the board of directors to fix
their remuneration.
5. To give a general mandate to the directors to repurchase shares of the
Company not exceeding 10% of the issued share capital of the Company as at
the date of this resolution.
6. To give a general mandate to the directors to issue additional shares of the
Company not exceeding 20% of the issued share capital of the Company as at
the date of this resolution.
7. To extend the general mandate granted to the directors to issue additional
shares of the Company by the aggregate nominal amount of the shares
repurchased by the Company.

Date: 2012 Signature(s) [(Note][5)]

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

  2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s). 3. Please insert the name and address of the proxy desired / If any proxy other than the Chairman of the meeting is preferred, please strike out the words “the Chairman of the meeting” and insert the name and address of the proxy desired in the space provided. A member entitled to attend and vote at the AGM may appoint a proxy to attend and on a poll, vote on his behalf, provided that if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

  3. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“”) THE BOX MARKED “AGAINST” . If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.

  4. This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorized.

  5. In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company.

  6. In order to be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, 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 less than 48 hours before the time fixed for holding the AGM or any adjournment thereof.

  7. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM if you so wish.

  8. for identification purpose only