MicroTech Medical (Hangzhou) Co., Ltd. — Proxy Solicitation & Information Statement 2022

Nov 18, 2022

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MicroTech Medical (Hangzhou) Co., Ltd. ����������������

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 2235)

Form of proxy for use at the 2022 second class meeting of holders of Domestic Unlisted Shares to be held on December 7, 2022 or any adjournment thereof

Number of Unlisted Shares to which this proxy form relates (Note 1)

I/We[(Note][2)] of

being the holder(s) of Domestic Unlisted Shares[(Note][3)] of RMB1.00 each in the share capital of MicroTech Medical (Hangzhou) Co., Ltd. (the ‘‘Company’’) hereby appoint the chairman of the Meeting or[(Note][4)] of

as my/our proxy to attend and act for me/us at the 2022 second class meeting of holders of Domestic Unlisted Shares (the ‘‘Class Meeting of Holders of Domestic Unlisted Shares’’) to be held at 3:00 p.m. on Wednesday, December 7, 2022 at Business Conference Room, 3rd Floor, MicroTech Medical Administration Building, No. 108 Liuze Street, Cangqian Street, Yuhang District, Hangzhou, Zhejiang, China (or immediately after conclusion of the 2022 first extraordinary general meeting and the class meeting of holders of H shares of the Company to be held on the same date or any adjournment thereof) or at any adjournment of it for the purposes of voting for me/us in respect of the resolution as set out in the notice of the Class Meeting of Holders of Domestic Unlisted Shares as indicated below, and if no such indication is given, as my/our proxy thinks fit.

	Special Resolutions	Special Resolutions	For (Note 5)	Against (Note 5)	Abstain (Note 5)
	1.	To consider and approve the proposed A Share Offering:(a)Place of listing;(b)Class of securities to be issued;(c)Nominal value of shares;(d)Target subscribers;(e)Schedule of the offering;(f)Method of offering;(g)Offering size;(h)Pricing methodology;(i)Implementation of strategic placing upon issue;(j)Method of underwriting; and(k)Validity period of resolutions in relation to the Offering.
	2.	To consider and approve the authorization to the Company’s Board and itsauthorized persons to deal with specific matters relating to the proposed A ShareOffering with full discretion;
	3.	To consider and approve the investment projects financed by proceeds from theproposed A Share Offering and the relevant feasibility analysis;
	4.	To consider and approve the proposal for distribution of accumulated profitsretained or plan for undertaking of unrecovered losses incurred cumulatively priorto the A Share Offering;
	5.	To consider and approve the plan for stabilizing A Share price within three yearsafter the proposed A Share Offering as set out in Appendix I to the Circular;
	6.	To consider and approve the dilution of immediate return as a result of the A ShareOffering and recovery measures;
	7.	To consider and approve the plan for dividend distribution to Shareholders in threeyears after the proposed A Share Offering as set out in Appendix II to the Circular;
	8.	To consider and approve the undertakings and restraining measures in respect ofthe proposed A Share Offering as set out in Appendix III to the Circular.

Signature(s)[(Note][6)] :

Date:

Notes:

1. Please insert the number of Domestic Unlisted Shares of the Company registered in your name(s) to which this proxy form relates. If a number is inserted, this proxy form will be deemed to relate only to those Domestic Unlisted Shares. If no number is inserted, this proxy form will be deemed to relate to all Domestic Unlisted Shares of the Company registered in your name(s) (whether alone or jointly with others).

2. Please insert the full name(s) and address(es) as registered in the register of members of the Company in block letters.

3. Please insert the number of Domestic Unlisted Shares of the Company registered in your name(s).

4. If any proxy other than the chairman of the meeting of the Company is preferred, please strike out the words ‘‘the chairman of the Meeting or’’ and insert the name and address of the proxy desired in the space provided. You may appoint one or more proxies to attend and vote on your behalf. A proxy need not be a shareholder of the Company. Any alteration made to this proxy form must be initiated by the person(s) who sign(s) it.

5. Important: If you wish to vote for any resolution, please put a tick in the box marked ‘‘FOR’’ or insert the number of shares held by you. If you wish to vote against any resolution, please put a tick in the box marked ‘‘AGAINST’’ or insert the number of shares held by you. If you wish to abstain from voting for any resolution, please put a tick in the box marked ‘‘ABSTAIN’’ or insert the number of shares held by you. If no indication, your proxy will be entitled to exercise his/her discretion.

6. The instrument appointing a proxy shall be in writing under the hand of you or your attorney duly authorized in writing or, if the appointer is a corporation, either under its seal or under the hand of any officer or attorney duly authorized.

7. If an attending shareholder or proxy casts a vote of abstention or abstains from voting in respect of a resolution, the share(s) represented by that shareholder or proxy will be regarded as valid votes when the Company counts the votes with respect to that resolution.

8. In case of any abstention vote or waiver of voting, the voting results representing the Domestic Unlisted Shares held by a shareholder shall be counted as ‘‘Abstain’’. Blank, wrong, illegible or uncast votes shall be deemed as the voters’ waiver of their voting rights, and the voting results representing the Domestic Unlisted Shares held by such voters shall be counted as ‘‘Abstain’’. The abstention vote shall be regarded as valid votes when the Company counts the votes in respect of the relevant matter.

9. For details of the above resolution proposed to be considered and approved at the Class Meeting of Holders of Domestic Unlisted Shares, see the circular of the Company dated November 21, 2022.

10. 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 notarially certified copy of such power or authority, must be deposited with the Company’s office at No. 108 Liuze Street, Cangqian Street, Yuhang District, Hangzhou, Zhejiang, China as soon as practicable but in any event not less than 24 hours before the time appointed for holding the Class Meeting of Holders of Domestic Unlisted Shares (i.e. not later than December 6, 2022 at 3:00 p.m.), or any adjourned meeting thereof (as the case may be).

11. Where there are joint registered holders of Domestic Unlisted Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the Class Meeting of Holders of Domestic Unlisted Shares, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of the shares shall alone be entitled to vote in respect thereof.

12. You are reminded that completion and return of this proxy form will not preclude you from attending and voting in person at the Class Meeting of Holders of Domestic Unlisted Shares or any adjournment thereof (as the case may be) if you so wish, and in such event, the form of proxy shall be deemed to be revoked.

13. You shall produce your identity documents and supporting documents in respect of the shares of the Company held when attending the Class Meeting of Holders of Domestic Unlisted Shares. If corporate Shareholders appoint authorised representative to attend the Class Meeting of Holders of Domestic Unlisted Shares, the authorized representative shall produce his/her identity documents and a notarially certified copy of the relevant authorization instrument signed by the board of directors or other authorised parties of the corporate Shareholders or other notarially certified documents allowed by the Company. Proxies shall produce their identity documents and the proxy form signed by you or your attorney when attending the Class Meeting of Holders of Domestic Unlisted Shares.