MicroPort Scientific Corporation — Proxy Solicitation & Information Statement 2020

Jul 10, 2020

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in MicroPort Scientific Corporation, you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or the 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.

==> picture [65 x 68] intentionally omitted <==

==> picture [102 x 55] intentionally omitted <==

微創醫療科學有限公司[*]

(Incorporated in the Cayman Islands with limited liability) (Stock code: 00853)

SCRIP DIVIDEND SCHEME

IN RELATION TO THE FINAL DIVIDEND FOR THE YEAR ENDED 31 DECEMBER 2019

13 July 2020

LETTER FROM THE BOARD

==> picture [65 x 69] intentionally omitted <==

==> picture [102 x 56] intentionally omitted <==

微創醫療科學有限公司[*]

(Incorporated in the Cayman Islands with limited liability) (Stock code: 00853)

Executive Director: Dr. Zhaohua Chang (Chairman) Non-Executive Directors: Mr. Norihiro Ashida Dr. Yasuhisa Kurogi Mr. Hongliang Yu

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 the 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, Wanchai Hong Kong

13 July 2020

To the Shareholders

Dear Sir/Madam,

SCRIP DIVIDEND SCHEME IN RELATION TO THE FINAL DIVIDEND FOR THE YEAR ENDED 31 DECEMBER 2019

1. INTRODUCTION

On 30 March 2020, it was announced that the directors (the “ Directors ”) of MicroPort Scientific Corporation (the “ Company ”) recommended the payment of a final dividend (the “ Final Dividend ”) of HK5.3 cents per share of the Company (the “ Shares ”) for the year ended 31 December 2019 by way of cash, with an option to elect to receive wholly or partly by an allotment and issue of shares (the “ Scrip Shares ”) credited as fully paid in lieu of cash payment (the “ Scrip Dividend Scheme ”). The Final Dividend was approved at the annual general meeting of the Company held on 18 June 2020 (the “ AGM ”). The Final

– 1 –

LETTER FROM THE BOARD

Dividend is payable to shareholders of the Company (the “ Qualifying Shareholders ”) whose names appeared on the register of members of the Company on Monday, 29 June 2020 (the “ Record Date ”).

The purpose of this circular is to set out the procedures which apply in relation to the Scrip Dividend Scheme and the action which should be taken by the Qualifying Shareholders in relation thereto.

2. PARTICULARS OF THE SCRIP DIVIDEND SCHEME

Under the Scrip Dividend Scheme, the Qualifying Shareholders have the following choices in respect of the Final Dividend:

• (i) cash of HK5.3 cents for each Share held on the Record Date; or

• (ii) an allotment of Scrip Shares (the number of which is determined as explained below); or

• (iii) partly in cash and partly in the form of the Scrip Shares.

For the purpose of calculating the number of the Scrip Shares to be allotted pursuant to the Scrip Dividend Scheme, the market value of the Scrip Shares has been fixed at HK$27.54 per Share, which is the average of the closing prices per Share as quoted on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) for the five consecutive trading days up to and including 29 June 2020 (“ Average Closing Price ”) less a discount of 20% of such Average Closing Price. Accordingly, the number of the Scrip Shares which the Qualifying Shareholders will receive in respect of the existing Shares registered in their names as at the Record Date will be calculated as follows:

Number of Scrip Shares to be received = Number of Shares held on the Record Date X	HK$0.053 (Final Dividend)
	HK$22.032 (Average Closing Price) x (1-20%)

Based on the above, a maximum number of 4,177,204 Scrip Shares, representing approximately 0.241% of the existing issued share capital of the Company as at the Record Date and approximately 0.240% of the then issued share capital of the Company as enlarged by the issue of the Scrip Shares, could be issued. The last date and time on which the Qualifying Shareholders will be entitled to elect their desired form of the Final Dividend is 4:30 p.m. on 27 July 2020. The number of the Scrip Shares to be issued will be rounded down to the nearest whole number and no Qualifying Shareholder is entitled to be allotted and issued any fraction of a Scrip Share under the Scrip Dividend Scheme. Fraction entitlements to Scrip Shares will be aggregated and sold for the benefit of the Company. The Scrip Shares to be issued pursuant to the Scrip Dividend Scheme will, when they are issued, rank pari passu in all respects with the existing Shares of the Company except that they will not be entitled to the Final Dividend.

– 2 –

LETTER FROM THE BOARD

If no election for the Scrip Shares were received, the total cash dividend payable by the Company would be approximately HK$92,032,165.

The Scrip Shares will be issued by way of capitalisation of the Company’s profits and are non-renounceable.

3. ADVANTAGES OF THE SCRIP DIVIDEND SCHEME

The Scrip Dividend Scheme will give the Shareholders an opportunity to increase their investment in the Company at market value without incurring brokerage fees, stamp duty and related dealing costs. The Scrip Dividend Scheme will also be to the advantage of the Company because, to the extent that the Shareholders elect to receive the Scrip Shares, in whole or in part in lieu of a cash dividend, such cash which would otherwise have been paid to the Shareholders will be retained for the operation of the Company.

4. CONDITIONS OF THE SCRIP DIVIDEND SCHEME

The Scrip Dividend Scheme is conditional upon:

• (i) the Shareholders passing on ordinary resolution at the AGM declaring the Final Dividend; and

• (ii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Scrip Shares to be issued under the Scrip Dividend Scheme.

The condition set out in sub-paragraph (i) of this Section 4 has been satisfied. If the condition set out in sub-paragraph (ii) of this Section 4 is not satisfied, the Scrip Dividend Scheme will not become effective and the Election Forms (as defined below) will be void. In such a case, the Final Dividend will then be paid wholly in cash.

5. DISCLOSURE OF INTERESTS

The Qualifying Shareholders should note that an acquisition of Scrip Shares to be issued under the Scrip Dividend Scheme may give rise to disclosure requirements under Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Qualifying Shareholders who are in any doubt as to how these provisions may affect them as a result of the Scrip Shares are recommended to seek their own professional advice.

A form of election in relation to the Scrip Dividend Scheme (the “Election Form”) is enclosed for use by Qualifying Shareholders who wish to receive the Final Dividend wholly in the form of the Scrip Shares or partly in cash and partly in the form of the Scrip Shares in lieu of cash. Please read carefully the instructions below and the instructions printed on the Election Form.

– 3 –

LETTER FROM THE BOARD

(a) To receive only cash dividend

If you wish to receive only cash for the Final Dividend, you do not need to take any action. Therefore, please DO NOT return the Election Form.

(b) To receive only Scrip Shares for the Final Dividend

If you wish to receive only Scrip Shares for the Final Dividend, please just SIGN, DATE and RETURN the Election Form.

(c) To receive part cash dividend and part Scrip Shares for the Final Dividend

If you wish to receive your entitlement to the Final Dividend partly in cash and partly in Scrip Shares, please ENTER in Box C of the Election Form the number of Shares which you held on the Record Date for which you require the Final Dividend to be paid in Scrip Shares. Then SIGN, DATE and RETURN the Election Form.

If you elect to receive Scrip Shares in respect of a greater number of Shares than your registered holding on the Record Date, you will be deemed to have elected to receive only Scrip Shares in respect of ALL the Shares registered in your name on the Record Date. Therefore, you will receive only Scrip Shares for the Final Dividend.

The Election Form should be completed in accordance with the instructions printed thereon and returned, so that they are received by 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 not later than 4:30 p.m. on 27 July 2020. The latest time for returning the Election Form mentioned above will not be valid if there is a tropical cyclone warning signal number 8 or above, or a “black” rainstorm warning:

• (a) in force in Hong Kong at any local time before 12:00 noon and no longer in force after 12:00 noon on 27 July 2020. Instead the deadline for the submission of the Election Form will be 5:00 p.m. on the same business day; or

• (b) in force in Hong Kong at any local time between 12:00 noon and 4:30 p.m. on 27 July 2020. Instead, the deadline for the submission of the Election Form will be rescheduled to 4:30 p.m. on the next business day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:30 p.m.

Failure to complete and return the Election Form in accordance with the instructions printed thereon will result in the relevant Qualifying Shareholder’s dividend being paid wholly in the form of cash. No acknowledgement of receipt of the Election Form will be issued. No elections in respect of the Final Dividend may, after the relevant Election Forms are signed and returned to the Company’s share registrar in Hong Kong, be in any way withdrawn, revoked, superseded or altered.

– 4 –

LETTER FROM THE BOARD

As of the date of this circular, the Company has not received any information from its single largest Shareholder, Otsuka Medical Devices Co., Ltd., of its intention to receive the Final Dividend in cash, Scrip Shares or partly in cash and partly in Scrip Shares and particulars thereof.

6. QUALIFYING SHAREHOLDERS RESIDING OUTSIDE HONG KONG

This circular will not be registered or filed under the securities Laws or equivalent legislation of any jurisdiction other than Hong Kong.

Based on the Company’s register of members as at the Record Date, there were overseas Shareholders with registered addresses in the People’s Republic of China (“ PRC ”), among which, 916,652 Shares, representing approximately 0.053% of the total issued Shares of the Company, were held by China Securities Depository and Clearing Corporation Limited (“ ChinaClear ”). In view of the legal advices received from the relevant local legal counsels of the aforesaid jurisdictions, there are no legal restrictions under the laws or regulatory requirements of these jurisdictions from issuing the Scrip Shares and sending the relevant circular and Election Form to relevant Shareholders. Pursuant to the Frequently Asked Questions Series 29 issued by the Stock Exchange on 14 November 2014 and updated on 4 November 2016 and 13 July 2018 on the interpretation of the Rules Governing the Listing of Securities on the Stock Exchange (the “ Listing Rules ”), investors from the PRC who hold shares of the Company through ChinaClear as nominee under Shanghai Connect and Shenzhen Connect (the “ PRC Southbound Trading Investors ”) can participate in the Scrip Dividend Scheme through ChinaClear. ChinaClear will provide nominee services for the PRC Southbound Trading Investors to elect to receive the Scrip Shares in respect of all or part of his/her holding of shares of the Company in accordance with the relevant laws and regulations.

The PRC Southbound Trading Investors should seek advice from their intermediary (including broker, custodian, nominee or ChinaClear participants) and/or other professional advisers for details of the logistical arrangements as required by ChinaClear, and provide instructions with such intermediary in relation to the election to receive the Scrip Shares.

Based on the Company’s register of members as at the Record Date, the Company has one shareholder with an address in California, the United States of America, and one shareholder with an address in the British Virgin Islands. Pursuant to Rule 13.36(2)(a) of the Listing Rules, the Board has made enquiries regarding the legal restrictions under the applicable securities legislation of the relevant jurisdictions and the requirements of the relevant regulatory body or stock exchange with respect to the offer of the Scrip Shares to such overseas shareholders.

The Company has been advised that the Scrip Dividend Scheme could be extended to the overseas Shareholder in the British Virgin Islands, as no local regulatory compliance is required to be made in this jurisdiction.

With respect to the Shareholder residing in the United States holding 88,603 Shares as at the Record Date, the Company has been advised that local legal and regulatory requirements may have to be complied with if the Scrip Dividend Scheme is to be extended

– 5 –

LETTER FROM THE BOARD

to the Shareholder who resided there. In this connection, the Company considered that it would not be necessary or expedient to include this overseas Shareholder in the Scrip Dividend Scheme because of the time and costs involved in complying with the relevant legal and regulatory requirements. The Company will therefore send this circular to such Shareholder for information only. The election form will not be sent to this Shareholder and this Shareholder will only receive his dividend entitlement in cash.

Save as disclosed, no Shareholder will be excluded from the receipt of the Scrip Shares. However, it is the responsibility of any Shareholder receiving the Scrip Shares to satisfy itself as to full observance of the laws of any relevant territory, including obtaining any governmental or other consents which may be required.

For the avoidance of doubt, the Scrip Shares are not being offered to the public and the Election Form is not transferable. All Qualifying Shareholders residing outside Hong Kong should consult their professional advisers as to whether or not they are permitted to participate in the Scrip Dividend Scheme or whether any government or other consents are required or other formalities need to be observed. No Qualifying Shareholder receiving a copy of this circular and/or an Election Form in any territory outside Hong Kong may treat the same as an invitation to elect for Shares unless in the relevant territory such invitation could lawfully be made to him/her without the Company having to comply with any registration or other legal requirements, governmental or regulatory procedures or any other similar formalities. It is the responsibility of any Qualifying Shareholder outside Hong Kong who wishes to receive Scrip Shares under the Scrip Dividend Scheme to comply with the laws of the relevant jurisdictions including procedures or any other similar formalities. Persons who receive Scrip Shares in lieu of the cash dividend must also comply with any restrictions on the resale of the Shares which may apply outside Hong Kong.

7. LISTING AND DEALINGS

Application will be made to the Listing Committee of the Stock Exchange for listing of, and permission to deal in, the Scrip Shares to be allotted and issued pursuant to the Scrip Dividend Scheme.

It is expected that the relevant dividend and share certificates will be posted to the Shareholders by ordinary mail at the risk of those entitled thereto on or about 17 August 2020, and dealings of the Scrip Shares on the Stock Exchange are expected to commence on 18 August 2020. Unless a written instruction is given by a Shareholder to the Company’s share registrar in Hong Kong, one share certificate will be issued for all the Scrip Shares a Shareholder is entitled to.

Subject to the granting of the listing of, and permission to deal in, the Scrip Shares to be allotted and issued pursuant to the Scrip Dividend Scheme on the Stock Exchange, such Scrip Shares will be accepted as eligible securities by Hong Kong Securities Clearing Company Limited for deposit, clearance and settlement in the Central Clearing and Settlement System (“ CCASS ”). All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. Dealings in the

– 6 –

LETTER FROM THE BOARD

Shares may be settled through CCASS and you should seek the advice of your stockbroker or other professional adviser for details of these settlement arrangements and how such settlement arrangements will affect your rights and interests.

The Shares of the Company are only listed on the Stock Exchange. No part of the share capital of the Company is listed or dealt in on any other stock exchange and the Company is not currently seeking to list its securities on any other stock exchange.

8. RECOMMENDATION AND ADVICE

Whether or not it is to your advantage to receive cash or the Scrip Shares, in whole or in part, depends upon your own individual circumstances, and the decision in this regard and all effects resulting therefrom are the sole responsibility of each Qualifying Shareholder. If you are in any doubt as to what to do, you should consult your professional advisers.

Qualifying Shareholders who are trustees are recommended to take professional advice as to whether the choice of the Scrip Shares is within their powers and as to its effect having regard to the terms of the relevant trust instrument.

By Order of the Board MicroPort Scientific Corporation Dr. Zhaohua Chang Chairman

– 7 –