MicroPort Scientific Corporation — Proxy Solicitation & Information Statement 2020

Feb 27, 2020

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

==> 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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting (the “ EGM ”) of MicroPort Scientific Corporation (the “ Company ”) will be held at the Meeting Room of Shanghai MicroPort, 1601 Zhangdong Road, Zhangjiang Hi-Tech Park, Shanghai 201203, The People’s Republic of China on Friday, 13 March 2020 at 10:00 a.m., to consider and, if thought fit, pass the following as ordinary resolution. Persons entitled to attend and vote at the Extraordinary General Meeting are also allowed to attend through teleconference (Dial-in number: 400-810-5222 (Mainland China) or +852-3005-1328 (Hong Kong); Access code: 64473551).

1. “ THAT

• (a) the share option scheme (the “ Subsidiary Share Option Scheme ”) of MicroPort CardioFlow Medtech Corporation (the “ Subsidiary ”), a subsidiary of the Company, a copy of which is tabled at the meeting and marked “A” and initialed by the chairman of the meeting for identification purpose, be and is hereby approved and adopted; and the directors of the Subsidiary be and are hereby authorised to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the Subsidiary Share Option Scheme, including without limitation to:

  • (i) to administer or authorize a committee of the board to administer the Subsidiary Share Option Scheme under which share options will be granted to the Eligible Persons (as defined in the Subsidiary Share Option Scheme) eligible under the Subsidiary Share Option Scheme to subscribe for the ordinary shares of the Subsidiary (the “ Subsidiary Shares ”), including but not limited to determining and granting the share options in accordance with the terms of the Subsidiary Share Option Scheme;

* for identification purpose only

1

• (ii) to modify and/or amend the Subsidiary Share Option Scheme from time to time provided that such modification and/or amendment is effected in accordance with the terms of the Subsidiary Share Option Scheme relating to the modification and/or amendment and subject to Chapter 17 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”)

• (iii) to allot and issue from time to time such number of Subsidiary Shares in the share capital of the Subsidiary as may be required to be allotted and issued pursuant to the exercise of the share options under the Subsidiary Share Option Scheme and subject to the Listing Rules; and

• (iv) to consent, if it so deems fit and expedient, to such conditions, modifications and/or variations as may be required or imposed by the relevant authorities in relation to the Subsidiary Share Option Scheme.”

By order of the board of directors of MicroPort Scientific Corporation Dr. Zhaohua Chang Chairman

Shanghai, the People’s Republic of China, 28 February 2020

Notes:

1. For the purpose of determining the identity of the shareholders of the Company entitled to attend and vote at the EGM, the register of members of the Company will be closed from Tuesday, 10 March 2020 to Friday, 13 March 2020, both dates inclusive, during which period no transfer of shares will be effected. All transfers accompanied by the relevant certificates must be lodged with 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 for registration not later than 4:30 p.m. on Monday, 9 March 2020..

2. A member of the Company entitled to attend and vote at the EGM is entitled to appoint one or, if he is the holder of two or more shares of the Company, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

3. In the case of joint holders of shares in the Company, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), seniority being determined by the order in which names stand in the register of members.

4. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorized in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney or other person duly authorized, and must be deposited with the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) not less than 48 hours before the time fixed for holding of the EGM.

5. As the date of this notice, the board of directors of the Company comprises Dr. Zhaohua Chang as executive director; Mr. Norihiro Ashida, Mr. Hiroshi Shirafuji, Mr. Hongliang Yu as non-executive directors; and Mr. Jonathan H. Chou, Dr. Guoen Liu and Mr. Chunyang Shao as independent non-executive directors.

2