MicroPort Scientific Corporation — Proxy Solicitation & Information Statement 2013

Dec 15, 2013

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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微創醫療科學有限公司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00853)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ EGM ”) of MicroPort Scientific Corporation (the “ Company ”) will be held at Lounge, M Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Friday, 3 January 2014 at 9:30 a.m. for the purposes of considering and, if thought fit, passing with or without amendments the following resolutions as ordinary resolutions. Expressions that are not expressly defined in this notice of EGM shall bear the same meaning as that defined in the circular dated 15 December 2013 (the “ Circular ”).

ORDINARY RESOLUTIONS

1. “ THAT conditional upon the passing of ordinary resolutions No. 2 to No. 5 set out in the notice convening the EGM:

• (a) the Asset Purchase Agreement (a copy of which is produced to the EGM marked “A” and initialed by the chairman of the EGM for identification purpose) and the transactions contemplated thereunder and the documentation thereof be and are hereby confirmed and approved; and

• (b) any one Director be and is hereby authorized for and on behalf of the Company to execute each other documents, instructions and agreements and to do all such acts or things deemed by him/ her to be incidental to, ancillary to, or in connection with the matters contemplated under this resolution and to agree to any amendment to any of the terms of the Asset Purchase Agreement which in the opinion of the Directors is not of a material nature and is in the interests of the Company.”

1. “ THAT conditional upon the passing of ordinary resolutions No. 1, and No. 3 to No. 5 set out in the notice convening the EGM:

• (a) the Credit Agreement, including the right of the Lender to convert the Term B Loan into 47,727,272 Shares (based on the initial Conversion Price of US$0.8800 per Share and assuming the whole of the Term B Loan of US$40 million and the accrued and unpaid interest to the maximum of US$2 million will be converted), (a copy of which is produced to the EGM marked “B” and initialed by the chairman of the EGM for identification purpose), incorporating, amongst other things, the events of default and undertakings provisions which have been summarised and disclosed on pages 49 to 54 of the Circular, and the transactions contemplated thereunder and the documentation thereof be and are hereby confirmed and approved;

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• (b) the allotment and issuance of the Shares (as mentioned in paragraph 2(a) above) to Otsuka subject to the terms and conditions of the Credit Agreement be and are hereby approved; and

• (c) any one Director be and is hereby authorized for and on behalf of the Company to execute each other documents, instructions and agreements and to do all such acts or things deemed by him/ her to be incidental to, ancillary to, or in connection with the matters contemplated under this resolution and to agree to any amendment to any of the terms of the Credit Agreement which in the opinion of the Directors is not of a material nature and is in the interests of the Company.”

1. “ THAT conditional upon the passing of ordinary resolutions No. 1 to No. 2 and No. 4 to No. 5 set out in the notice convening the EGM:

• (a) the Purchase Option Agreement including the License Agreement (a copy of which is produced to the EGM marked “C” and initialed by the chairman of the EGM for identification purpose) and the transactions contemplated thereunder and the documentation thereof be and are hereby confirmed and approved; and

• (b) any one Director be and is hereby authorized for and on behalf of the Company to execute each other documents, instructions and agreements and to do all such acts or things deemed by him/ her to be incidental to, ancillary to, or in connection with the matters contemplated under this resolution and to agree to any amendment to any of the terms of the Purchase Option Agreement or the License Agreement which in the opinion of the Directors is not of a material nature and is in the interests of the Company.”

1. “ THAT conditional upon the passing of ordinary resolutions No. 1 to No. 3 and No. 5 set out in the notice convening the EGM:

   • (a) the Japan OrthoRecon Distribution Agreement including the Buy-back Arrangement (a copy of which is produced to the EGM marked “D” and initialed by the chairman of the EGM for identification purpose) and the transactions contemplated thereunder be and are hereby confirmed and approved;

   • (b) the proposed annual caps in respect of the continuing connected transactions contemplated under the Japan OrthoRecon Distribution Agreement for each of the three years including and following the JODA Effective Date as set out in the Circular be and are hereby confirmed and approved; and

   • (c) any one Director be and is hereby authorized for and on behalf of the Company to execute each other documents, instructions and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to, or in connection with the matters contemplated under this resolution and to agree to any amendment to any of the terms of the Japan OrthoRecon Distribution Agreement (including the Buy-back Arrangement) which in the opinion of the Directors is not of a material nature and is in the interests of the Company.”

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5. “ THAT :

conditional upon the passing of ordinary resolutions No. 1 to No. 4 set out in the notice convening the EGM, the grant of the Specific Mandate to the Directors for the allotment and issuance of the Shares (as mentioned in paragraph 2(a) above) upon exercise of the conversion rights attached to the Term B Loan pursuant to the terms and conditions of the Credit Agreement be and is hereby approved.”

By Order of the Board MICROPORT SCIENTIFIC CORPORATION Dr. Zhaohua Chang Chairman

Hong Kong, 15 December 2013

Notes:

1. Any member of the Company entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and on a poll, vote instead of him/her/it. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its behalf. 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.

2. Where there are joint holders of any share of the Company, any one of such holders may vote at the EGM, either personally or by proxy, in respect of such share as if he/she/it was solely entitled thereto, but if more than one of such joint holders be present at the EGM personally or by proxy, then the one of such holders 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.

3. 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 less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. 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.

4. For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from Tuesday, 31 December 2013 to Friday, 3 January 2014, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, 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, 30 December 2013.

5. At the EGM (or at any adjournment thereof), the chairman of the meeting put each of the above resolutions to the vote by way of poll pursuant to the Listing Rules. The poll results will be published on the website of the Company and the website of the Stock Exchange in accordance with the Listing Rules.

As at the date of this notice, the executive Director is Dr. Zhaohua Chang; the non-executive Directors are Mr. Norihiro Ashida, Mr. Hiroshi Shirafuji and Mr. Ganjin Chen; and the independent non-executive Directors are Mr. Zezhao Hua, Mr. Jonathan H. Chou and Dr. Guoen Liu.

• for identification purpose only

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