MicroPort Scientific Corporation — Proxy Solicitation & Information Statement 2018

Apr 11, 2018

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 Scientific 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.

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微創醫療科學有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 853)

SCRIP DIVIDEND IN RELATION TO THE FINAL DIVIDEND FOR THE YEAR ENDED 31 DECEMBER 2017, PROPOSED RE-ELECTION OF RETIRING DIRECTORS, 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 Scientific Corporation to be held at the Meeting Room of Shanghai MicroPort, 1601 Zhangdong Road, ZJ Hi-Tech Park, Shanghai, The People’s Republic of China on Monday, 14 May 2018 at 10:00 a.m. is set out on pages 16 to 19 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 (http:// www.hkexnews.hk) and the Company (http://www.microport.com.cn).

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 12 May 2018 (Saturday) (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.

* for identification purpose only

12 April 2018

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Scrip Dividend Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Proposed Re-election of Retiring Directors. . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Proposed Granting of the Share Buy-back Mandate . . . . . . . . . . . . . . . . . . .	5
5.	Proposed Granting of the Issuance Mandate . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . .	7
8.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
**Appendix **	I – Details of the Retiring Directors Proposed to be
	Re-elected at the Annual General Meeting . . . . . . . . . . . . . . .	9
**Appendix **	II – Explanatory Statement on the Share Buy-back
	Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
**Notice of **	Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

– i –

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 the Meeting Room of Shanghai MicroPort, 1601 Zhangdong Road, ZJ Hi-Tech Park, Shanghai, The People’s Republic of China on Monday, 14 May 2018 at 10:00 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 16 to 19 of this circular, or any adjournment thereof

• “Articles of Association”

• the articles of association of the Company currently in force

• “Board” the board of Directors

• “Company”

MicroPort Scientific Corporation, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange

• “Director(s)” the director(s) of the Company

• “Group” the Company and its subsidiaries

• “HK$” Hong Kong dollar, the lawful currency of Hong Kong

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “Issuance Mandate”

• a general mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the total number of shares of the Company in issue as at the date of passing of the proposed ordinary resolution contained in item 9 of the notice of the Annual General Meeting as set out on pages 16 to 19 of this circular

• “Latest Practicable Date”

• 6 April 2018, 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

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DEFINITIONS

• “PRC” the People’s Republic of China, which for the purpose of this circular, shall exclude Hong Kong, the Macau Special Administrative Region of PRC and Taiwan

• “RMB” Renminbi, the lawful currency of the PRC

• “SFO”

• the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

• “Share(s)” ordinary share(s) of nominal value of US$0.00001 each in the 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

• “Shareholder(s)” holder(s) of Share(s)

• “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 as at the date of passing of the proposed ordinary resolution contained in item 8 of the notice of the Annual General Meeting as set out on pages 16 to 19 of this circular

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “%”

• per cent.

• “Takeovers Code” the Hong Kong Codes on Takeovers and Mergers

• “US$” United States dollars, the lawful currency of the United States of America

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LETTER FROM THE BOARD

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微創醫療科學有限公司[*]

(Incorporated in the Cayman Islands with limited liability) (Stock code: 853)

Executive Director:

Dr. Zhaohua Chang (Chairman)

Non-executive Directors: Mr. Norihiro Ashida Mr. Hiroshi Shirafuji Ms. Weiwei Chen Ms. Janine Junyuan Feng

Independent Non-executive Directors: Mr. Jonathan H. Chou Dr. Guoen Liu Mr. Chunyang Shao

Registered Office: P.O. Box 309, Ugland House Grand Cayman, KY1-1104 Cayman Islands

Head Office in PRC: 1601 Zhangdong Road Zhangjiang Hi-Tech Park Shanghai 201203 The People’s Republic of China

Principal Place of Business in Hong Kong: Level 54, Hopewell Centre 183 Queen’s Road East, Hong Kong 12 April 2018

To the Shareholders

Dear Sir/Madam,

SCRIP DIVIDEND IN RELATION TO THE FINAL DIVIDEND FOR THE YEAR ENDED 31 DECEMBER 2017, PROPOSED RE-ELECTION OF RETIRING DIRECTORS, PROPOSED GRANTING OF GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting to be held on 14 May 2018.

• for identification purpose only

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LETTER FROM THE BOARD

2. SCRIP DIVIDEND SCHEME

We refer to the announcement of the Company dated 27 March 2018 in relation to the annual results of the Company for the year ended 31 December 2017 (the “Announcement”). It was stated in the Announcement that the Directors had resolved to recommend the payment of a final dividend of HK$2.5 cent per Share for the year ended 31 December 2017 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 Shareholders, the Directors consider that while the Company should declare a final dividend for the financial year ended 31 December 2017, 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 made payable to them wholly in cash or in Shares. Shareholders whose registered addresses are outside Hong Kong as shown in the register of members of the Company on the Record Date (if any) 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. Should there be any Shareholder whose registered address is outside Hong Kong as shown in the register of members of the Company on the Record Date, 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 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 5% of such average price or the par value of Shares, whichever is higher. 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 2017.

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LETTER FROM THE BOARD

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 Friday, 13 July 2018.

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.

In order to determine the entitlement to the proposed final dividend for the year ended 31 December 2017, the register of members of the Company will be closed from Friday, 18 May 2018 to Wednesday, 23 May 2018, 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 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, 17 May 2018 (Hong Kong time), being the last registration date.

Subject to the approval by the Shareholders of 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 on the Stock Exchange, the proposed final dividend is expected to be paid on or about Wednesday, 15 August 2018. Dividend warrants and share certificates for new shares to be issued under the Scrip Dividend Scheme will be despatched by ordinary mail on or about Wednesday, 15 August 2018. The dealings in the Scrip Shares on the Stock Exchange are expected to commence on or around Thursday, 16 August 2018.

3. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 16.18 of the Articles of Association, Ms. Janine Junyuan Feng, Mr. Jonathan H. Chou and Dr. Guoen Liu shall retire from offices as Directors at the Annual General Meeting. All of the above retiring Directors, being eligible, will offer themselves for re-election at the Annual General Meeting.

Details of the Directors to be re-elected at the Annual General Meeting are set out in Appendix I to this circular.

4. PROPOSED GRANTING OF THE SHARE BUY-BACK MANDATE

At the annual general meeting of the Company held on 20 June 2017, a general mandate was granted to the Directors to buy back Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. 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

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LETTER FROM THE BOARD

number of issue Shares of the Company in issue as at the date of passing of the proposed ordinary resolution contained in item 8 of the notice of the Annual General Meeting as set out on pages 16 to 19 of this circular (i.e. a total of 1,460,917,343 Shares on the basis that the issued share capital of the Company 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.

5. PROPOSED GRANTING OF THE ISSUANCE MANDATE

At the annual general meeting of the Company held on 20 June 2017, 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 give the Company the flexibility to issue 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 of not exceeding 20% of the total number of Shares of the Company in issue as at the date of passing of the proposed ordinary resolution contained in item 9 of the notice of the Annual General Meeting as set out on pages 16 to 19 of this circular (i.e. a total of 1,460,917,343 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting). 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.

We refer to the announcement of the Company dated 27 April 2014 in respect of the subscription agreement (the “Subscription Agreement”) and issuance of USD100 million convertible bonds due 2019 (the “Bonds”) by the Company to Owap Investment Pte Ltd (“Owap”). Assuming full conversion of the Bonds at the initial conversion price of HK$6.84, the Bonds will be convertible into 113,669,590 Shares.

As disclosed in the announcement, according to the Subscription Agreement, for so long as any Bond remains outstanding, at any time the Company proposes to issue equity securities (subject to certain exceptions), Owap shall have the right of first refusal (the “Pre-emption Rights”) to subscribe for up to such portion of the new equity securities (the “Pre-emption Securities”) as would allow Owap to maintain the same level of shareholding on a fully diluted and as-converted basis as at the date when offered to exercise the Pre-emption Rights.

As at the Latest Practicable Date, the Company is unaware of any intention of Owap to exercise its Pre-emption Rights under the Subscription Agreement. Accordingly, the Company is unable to determine, as at the Latest Practicable Date, whether Owap will be a connected person (as defined in the Listing Rules) at the date of issue of the Pre-emption Securities (if any) and the number of Pre-emption Securities to be issued (if any).

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LETTER FROM THE BOARD

According to the Subscription Agreement, if Owap is, or would become due to the exercise of its Pre-emption Rights, a connected person (as defined in the Listing Rules) of the Company, as a result of which its subscription of the Pre-emption Securities would require approval by the Shareholders pursuant to the Listing Rules, no Pre-emption Securities may be issued to Owap until such Shareholders’ approval (and any other requisite consent or approval) is obtained.

If the Company is required to issue the Pre-emption Securities as a result of Owap’s exercise of its Pre-emption Rights, subject to compliance with the requirements of the Listing Rules, the Company may elect to utilise the Issuance Mandate for such purposes provided that Owap is not or will not become a connected person (as defined in the Listing Rules) of the Company due to the exercise of its Pre-emption Rights or the exercise of its Pre-emption Rights is not subject to Shareholders’ approval.

The Directors wish to state that as at the Latest Practicable Date, save for the possible issue of the Pre-emption Securities, they have no other immediate plan to issue new Shares pursuant to the Issuance Mandate.

6. 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.

7. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 16 to 19 of this circular.

Pursuant to the Listing Rules and the 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 hands. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under the Listing Rules.

In the event that Owap exercises its rights to convert the Bonds and becomes a shareholder of the Company, Owap and its controlled corporations will be considered as interested in the resolution no. 9 proposed to be passed at the Annual General Meeting on the Issuance Mandate. Accordingly, Owap and its controlling corporations, if holding any Shares, would abstain from voting on such resolution to be proposed at the Annual General Meeting. As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Owap and its controlled corporations did not hold any Shares.

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 (http://www.hkexnews.hk) and the Company

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LETTER FROM THE BOARD

(http://www.microport.com.cn). 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 12 May 2018 (Saturday) (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.

8. RECOMMENDATION

The Directors consider that the proposed payment of final dividend (including the Scrip Dividend Scheme), re-election of retiring Directors and granting of the Share Buy-back Mandate and the Issuance Mandate, and the adoption of the Subsidiary Share Option Scheme 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, For and on behalf of the Board Dr. Zhaohua Chang Chairman

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APPENDIX I DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting.

(1) Ms. Janine Junyuan Feng

Ms. Janine Junyuan Feng, born in 1969, was appointed as the Non-executive Director of the Company on 28 March 2016. Ms. Feng is currently a managing director of the Carlyle Group. Ms. Feng has been involved in many direct investments by the Carlyle Group in consumer, financial, and industrial companies in the PRC. Prior to joining the Carlyle Group, Ms. Feng worked for Credit Suisse First Boston’s New York office, engaging in investment banking business. Ms. Feng is currently serving as a non-executive director of Meinian Onehealth Healthcare (Group) Co., Ltd., a company listed on Shenzhen Stock Exchange (stock code: SZ: 002044). Ms. Feng received a Master of Business Administration degree from Harvard Business School and a Bachelor of Arts degree from Middlebury College.

Save as disclosed above, Ms. Feng did not hold any directorship in other listed public companies in Hong Kong or overseas in the last three years, and she is not related to any Directors, senior management, other substantial or controlling Shareholders (as defined in the Listing Rules) of the Company, nor does she hold any other positions with the Company or any of its subsidiaries.

As at the Latest Practicable Date, Ms. Feng did not have or was not deemed to have any interests or short positions in the shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

There is no Director service agreement entered into between Ms. Feng and the Company and Ms. Feng has no fixed term of service as a Director with the Company. As a Director, Ms. Feng is subject to retirement by rotation and re-election at annual general meetings in accordance with the Articles of Association. Ms. Feng is not entitled to receive any form of emolument from the Company.

There is no information which is discloseable nor is Ms. Feng involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Ms. Feng that need to be brought to the attention of the Shareholders.

(2) Mr. Jonathan H. Chou

Mr. Jonathan H. Chou, was appointed as our independent non-executive Director (“INED”) on 3 September 2010. Mr. Chou is currently the Chief Financial Officer of Nanometrics Incorporated (NASDAQ: NANO), a leading provider of advanced process control solutions. He was appointed on March 5, 2018, and is based at Nanometrics’s headquarters in Milpitas, California. Before Nanometrics, he held the position of Executive Vice President & Chief Financial Officer of Kulicke & Soffa Industries Incorporated (“K&S”), (NASDAQ: KLIC), a leading provider of semiconductor packaging and electronic assembly solutions supporting the global automotive, consumer, communications, computing

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APPENDIX I DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

and industrial segments. He was based in Singapore and held the Chief Financial Officer position since he joined K&S in December 2010 until February 2018. In addition to his Chief Financial Officer role, he also held a number of executive positions including Interim Chief Executive Officer from October 2015 through October 2016. He also covered global IT and facilities functions. Mr. Chou has over 25 years of financial leadership and management experience from industrial, semiconductor capital equipment and global electronics manufacturing industries. For the three years before K&S, Mr. Chou was the CFO of Feihe International, an NYSE-listed Sequoia Capital portfolio consumer goods company based in China, where he led the company to its successful NYSE Main Board listing. Before his U.S.-listed company CFO roles, Mr. Chou held Asia Pacific Regional CFO roles with Fortune 500 companies including Honeywell International, Tyco International, and Lucent Technologies. Mr. Chou holds an MBA from Duke University, Fuqua School of Business, North Carolina and a B.A. from the University at Buffalo, New York.

Save as disclosed above, Mr. Chou did not hold any directorship in other listed public companies in Hong Kong or overseas in the last three years, and he is not related to any Directors, senior management, other substantial or controlling Shareholders (as defined in the Listing Rules) of the Company, nor does he hold any other positions with the Company or any of its subsidiaries.

As at the Latest Practicable Date, Mr. Chou did not have or was not deemed to have any interests or short positions in the shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Mr. Chou has no fixed term of services as a Director with the Company. As a Director, Mr. Chou is subject to retirement by rotation and re-election at annual general meetings in accordance with the Articles of Association. Mr. Chou is entitled to receive a director’s fee of US$42,000 per annum. The emolument of Mr. Chou would be determined and adjusted by the Board and be approved at the general meeting of the Company with reference to the prevailing market conditions and his qualification, experience and responsibility.

There is no information which is discloseable nor is Mr. Chou involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Chou that need to be brought to the attention of the Shareholders.

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

(3) Dr. Guoen Liu

Dr. Guoen Liu, born in 1957, was appointed as our INED on 3 September 2010. Dr. Liu is a noted scholar in the fields of health and development economics, health reform and pharmaceutical economics. Dr. Liu is a Peking University (PKU) Yangtze River Scholar Professor of Economics at PKU National School of Development, and Director of PKU China Center for Health Economic Research. Dr. Liu sits on The China State Council Health Reform Advisory Commission, and the UN “Sustainable Development and Solution Network” (SDSN) Leadership Council led by Jeffrey Sachs of Columbia University, and Co-Chairs the SDSN Health Thematic Group. Prior to his current position, Dr. Liu was a full professor at PKU Guanghua School of Management, tenured associate professor at University of North Carolina at Chapel Hill, and assistant professor at University of Southern California. Dr. Liu also serves as editor or a member of the editorial board in academic journals in the field of health economics and pharmaceutical policy. Dr. Liu received his bachelor’s degree in mathematics from Southwestern University for Nationalities in 1981, his master’s degree in statistics from Southwestern University of Finance and Economics in 1985, his Ph.D. in economics from the City University of New York in 1991, and post-doctoral training in health economics from Harvard University in 1994.

Save as disclosed above, Dr. Liu did not hold any directorship in other listed public companies in Hong Kong or overseas in the last three years, and he is not related to any Directors, senior management, other substantial or controlling Shareholders (as defined in the Listing Rules) of the Company, nor does he hold any other positions with the Company or any of its subsidiaries.

As at the Latest Practicable Date, Dr. Liu did not have or was not deemed to have any interests or short positions in the shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Dr. Liu has no fixed term of service as a Director with the Company. As a Director, Dr. Liu is subject to retirement by rotation and re-election at annual general meetings in accordance with the Articles of Association. Dr. Liu is entitled to receive a director’s fee of US$38,000 per annum. The emolument of Dr. Liu would be determined and adjusted by the Board and be approved at the general meeting of the Company with reference to the prevailing market conditions and his qualification, experience and responsibility.

There is no information which is discloseable nor is Dr. Liu involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Dr. Liu that need to be brought to the attention of the Shareholders.

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EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

APPENDIX II

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,460,917,343 Shares.

Subject to the passing of the ordinary resolution set out in item 8 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 remains unchanged on the date of the Annual General Meeting, i.e. being 1,460,917,343 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 146,091,734 Shares, representing 10% of the total number of Shares in issue 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.

Shares buy-back 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 and 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

The company may only apply funds legally available for share 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.

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 2017) 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.

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EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

APPENDIX II

5. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which Shares have 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	Lowest
	HK$	HK$
2017
April	5.70	5.21
May	5.80	5.11
June	6.54	5.53
July	6.96	5.96
August	7.64	6.28
September	7.38	6.79
October	8.43	7.03
November	9.47	7.71
December	9.05	7.08
2018
January	9.58	7.57
February	8.45	7.42
March	8.72	6.86
April (up to the Latest Practicable Date)	8.69	8.23

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 have undertaken to the Stock Exchange to exercise the power of the Company to buy back Shares pursuant to the Share Buy-back Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

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EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

APPENDIX II

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, according to the register kept by the Company pursuant to section 336 of the SFO and so far as is known to, or to the best knowledge of the Directors, the following substantial Shareholders (as defined in the Listing Rules) were directly or indirectly interested in 10% or more of the issued capital of the Company. Their respective interest as at the Latest Practicable Date is shown under the column “Before repurchase” while their respective interest in the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the ordinary resolution in relation to the Share Repurchase Mandate to be proposed at the Annual General Meeting (and assuming that the issued share capital of the Company remains unchanged up to the date of the Annual General Meeting) is shown under the column “After repurchase”:

No. of Shares held Before repurchase Otsuka Medical Devices Co., Ltd. (Note 1) 382,994,120 26.21% We’Tron Capital Limited (Note 2) 217,110,000 14.86% Shanghai ZJ Hi-Tech Investment Corporation (Note 3) 221,748,050 15.17%	After repurchase 23.83% 13.51% 13.79%

The above are calculated based on issued Shares of 1,460,917,343 as at the Latest Practicable Date.

Notes:

1. Otsuka Holdings Co. Ltd. holds the entire issued share capital of Otsuka Medical Devices Co., Ltd. and therefore, is deemed to be interested in the same 382,994,120 Shares held by Otsuka Medical Devices Co., Ltd..

2. Maxwell Maxcare Science Foundation Limited holds 100% interest of Shanghai We’Tron Capital Corp. which in turn is interested in 94.19% interest of We’Tron Capital Limited. Therefore, Maxwell Maxcare Science Foundation Limited, Shanghai We’Tron Capital Corp. and We’Tron Capital Limited are interested in the same 217,110,000 Shares held by We’Tron Capital Limited.

3. Shanghai Zhangjiang (Group) Co., Ltd. is wholly-owned by the State-owned Assets Supervision and Administration Commission of the Shanghai Pudong New Area People’s Government. Shanghai Zhangjiang (Group) Co., Ltd. holds 100% interest in Shanghai Zhangjiang Science and Technology Investment Co., which in turn holds 100% interest in Shanghai Zhangjiang Science and Technology Investment (Hong Kong) Company Limited, which in turn holds 50% interest in Shanghai ZJ Hi-Tech Investment Corporation. Shanghai Zhangjiang (Group) Co., Ltd. also holds 50.75% interest in

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EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

APPENDIX II

Shanghai Zhangjiang Hi-Tech Park Development Co. Ltd., which in turn holds 100% interest in Shanghai Zhangjiang Haocheng Venture Capital Co., Ltd., which in turn holds 100% interest in Shanghai ZJ Holdings Limited, which in turn holds 50% in Shanghai ZJ Hi-Tech Investment Corporation. Shanghai ZJ Hi-Tech Investment Corporation holds 100% interest in Shanghai Zhangjiang Health Solution Holdings Limited. The interest in 221,748,050 Shares held by these companies relates to the same block of Shares by virtue of the long position in the Shares held by the following companies:

Name of Controlled Corporation Shanghai ZJ Hi-Tech Investment Corporation Shanghai Zhangjiang Health Solution Holdings Limited Total	No. of Shares 7,042,580 214,705,470 221,748,050	Approximate percentage of total number of Shares in issue (%) 0.48 14.69
		15.17

On the basis of the shareholding held by the Shareholders named above, an exercise of the Share Buy-back Mandate in full will result in Otsuka Medical Devices Co., Ltd. becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, 639,065,173 Shares, representing approximately 43.74% of the issued share capital of the Company, are in public hands. Assuming the exercise of the Share Buy-back Mandate in full, the number of Shares in public hands would be decreased to 492,973,439, representing approximately 37.49% of the issued share capital of the Company.

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 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.

8. SHARE BUY-BACK MADE BY THE COMPANY

During the 6 months prior to the Latest Practicable Date, the Company had not bought back any of the Shares (whether on the Stock Exchange or otherwise).

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NOTICE OF ANNUAL GENERAL MEETING

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微創醫療科學有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 853)

Notice is hereby given that the Annual General Meeting of MicroPort Scientific Corporation (the “ Company ”) will be held at Meeting Room of Shanghai MicroPort, 1601 Zhangdong Road, ZJ Hi-Tech Park, Shanghai, The People’s Republic of China on Monday, 14 May 2018 at 10:00 a.m. for the following purposes:

1. To receive the audited consolidated financial statements of the Company and the reports of the directors and auditors for the year ended 31 December 2017.

2. To declare and approve a final dividend of HK$2.5 cent per share in the capital of the Company for the year ended 31 December 2017 by way of a scrip dividend scheme (“ Scrip Dividend Scheme ”) with an option to elect to receive wholly by an allotment and issue of shares credited as fully paid in lieu of cash payment.

3. To re-elect Ms. Janine Junyuan Feng as a non-executive director of the Company.

4. To re-elect Mr. Jonathan H. Chou as an independent non-executive director of the Company.

5. To re-elect Dr. Guoen Liu as an independent non-executive director of the Company.

6. To authorize the board of directors of the Company (the “ Board ”) to fix the respective directors’ remuneration.

7. To re-appoint auditors and to authorize the Board to fix their remuneration.

8. 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;

* for identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

• (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 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 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 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.”

• 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 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 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

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NOTICE OF ANNUAL GENERAL MEETING

• (iii) any scrip dividend scheme or similar arrangement, including the Scrip Dividend Scheme (as defined in resolution number 2 above) 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 articles of association of the Company,

shall not exceed 20% of the total number of issued shares of the Company 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 under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and

• (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 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).”

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT conditional upon the passing of the resolutions set out in items 8 and 9 of the notice convening this meeting (the “ Notice ”), the general mandate referred to in the resolution set out in item 9 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 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

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NOTICE OF ANNUAL GENERAL MEETING

item 8 of the Notice, provided that such amount shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution.”

By Order of the Board Dr. Zhaohua Chang Chairman

12 April 2018

Notes:

1. 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 ”). 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.

2. Any shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and on a poll, vote instead of him. A proxy need not be a shareholder of the Company.

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 later than 10:00 a.m. on 12 May 2018 (Saturday) (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.

4. For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from Wednesday, 9 May 2018 to Monday, 14 May 2018, both dates 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, 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 8 May 2018 (Tuesday) (Hong Kong time), being the last share registration date.

5. For determining the entitlement the proposed final dividend for the year ended 31 December 2017, conditional on the passing of resolution numbered 2 above, the register of members of the Company will be closed from 18 May 2018 (Friday) to 23 May 2018 (Wednesday), both days inclusive, during which period no transfer of shares will be registered. In order to qualify for the proposed final dividend, 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 17 May 2018 (Thursday) (Hong Kong time), being the last registration date.

6. A circular containing further details concerning items 2 to 5 and 8 to 10 set out in the above notice will be sent to all shareholders of the Company.

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