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MicroPort Scientific Corporation Proxy Solicitation & Information Statement 2024

May 3, 2024

49512_rns_2024-05-03_541608a3-4a04-46a1-81c6-1ae6bbfb4a98.pdf

Proxy Solicitation & Information Statement

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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)

SUPPLEMENTAL FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON WEDNESDAY, 22 MAY 2024

Number of shares to which this supplemental form of proxy relates [(Note][1)]

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I/We [(Note][2)]

of being the registered holder(s) of shares in the issued 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 2023 to be held at 1601 Zhangdong Road, Zhangjiang Hi-Tech Park, Shanghai 201203, the People’s Republic of China on Wednesday, 22 May 2024 at 10:00 a.m. (and at any adjournment thereof). Unless the context otherwise requires, capitalised terms used in this supplemental form of proxy shall have the same meanings as those defined in the supplemental circular dated 6 May 2024 of the Company.

Please tick (“✔”) the appropriate boxes to indicate how you wish your vote(s) to be cast [(Note][4)] .

ORDINARY RESOLUTION FOR AGAINST AGAINST
9. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary
resolution:
THAT
(a) the convertible facility agreement (the “Convertible Facility Agreement”) dated 5 April 2024 and
entered into between the Company as borrower and HFTY I Holdings Pte. Ltd., HFTY II Holdings
Pte. Ltd., HFTY III Holdings Pte. Ltd., and Jumbo Glorious Limited (the “Original Lenders”) as
lenders in relation to the convertible loan (the “Convertible Loan”) in the principal amount of
US$150,000,000 with an accordion option in the principal amount of up to US$50,000,000 by the
Company (a copy of the Convertible Facility Agreement having been produced to the Annual
General Meeting and marked “A” and initialed by the chairman of the Annual General Meeting for
the purpose of identification), and the transactions contemplated thereunder (including but not
limited to the entering into of the Convertible Loan and the allotment and issue of the conversion
shares (the “Conversion Shares”) upon exercise of conversion rights attaching to the Convertible
Loan) be and are hereby approved, confirmed and ratified;
(b) the Board of Directors be and is hereby granted a specific mandate to allot and issue the
Conversion Shares upon exercise of the conversion rights attached to the Convertible Loan in
accordance with the terms and conditions thereunder (the “Specific Mandate”); and
(c) any one or more Director(s) and/or the company secretary of the Company be and is/are hereby
authorised to implement and take all steps and do all acts and things and execute all such
documents (including under seal, where applicable) which he/she/they consider(s) necessary,
desirable or expedient to give effect to the Convertible Facility Agreement and the transactions
contemplated thereunder and the issue of Conversion Shares under the Specific Mandate.”
Date: 2024 Signature(s) (Note 5)

Notes:

  1. Please insert the number of shares registered in your name(s). If no number is inserted, this supplemental form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

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

  3. 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. Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint more than one proxy to attend and on a poll, vote instead of him. A proxy need not be a shareholder of the Company.

  4. In the case of a poll, every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.

  5. 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.

  6. This supplemental 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. ANY ALTERATION MADE TO THIS SUPPLEMENTAL FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  7. 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.

  8. In order to be valid, this supplemental 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 at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 10:00 a.m. on Monday, 20 May 2024 (Hong Kong time).

  9. Completion and delivery of the supplemental form of proxy will not preclude you from attending and voting at the AGM if you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.

  10. Notice onlyThis formserves”) (theofasproxy“ First a supplementis Proxy the supplemental Form to the”). originalIt willformnotformof affectproxyof proxythefor thevalidityforpurposetheofAGMtheof theFirst(despatchedsupplementalProxy Formto theresolutiondulyshareholderscompletedset outtogetherbyin youthe supplementalinwithrespectthe initialof noticethenoticeresolutionsof AGMconveningsetdatedoutthe6 inMayAGMthe2024AGMdated(“Notice. Supplemental 30 AprilIf 2024you Notice have(the already“”) AGM and validly appointed a proxy to attend and act on your behalf at the AGM but have not completed and returned this supplemental form of proxy, your proxy will have the right to vote on the supplemental resolution set out in the Supplemental Notice at his/her discretion. If you do not duly complete and deliver the First Proxy Form but have duly completed and delivered this supplemental form of proxy and validly appointed a proxy to attend and act for you at the AGM, your proxy will be entitled to vote at his/her discretion on the resolutions set out in the AGM Notice.

  11. for identification purpose only

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the AGM of the Company (the ‘Purposes’). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Computershare Hong Kong Investor Services Limited at the above address.