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

Nov 18, 2022

50466_rns_2022-11-18_c9886764-ffb0-4171-9d0c-5ea087ac75af.pdf

Proxy Solicitation & Information Statement

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

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MicroTech Medical (Hangzhou) Co., Ltd. 微泰醫療器械(杭州)股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2235)

NOTICE OF THE 2022 SECOND CLASS MEETING OF HOLDERS OF H SHARES

NOTICE IS HEREBY GIVEN that the 2022 second class meeting of holders of H shares (the “ Class Meeting of H Shareholders ”) of MicroTech Medical (Hangzhou) Co., Ltd. (the “ Company ”) will be held at Business Conference Room, 3rd Floor, MicroTech Medical Administration Building, No. 108 Liuze Street, Cangqian Street, Yuhang District, Hangzhou, Zhejiang, China on Wednesday, December 7, 2022 at 2:45 p.m. (or immediately after conclusion of the 2022 first EGM) for the purposes of considering and, if deemed appropriate, approving the following resolutions. Unless otherwise indicated, capitalized terms used herein shall have the same meanings as ascribed to them in the circular dated November 21, 2022 issued by the Company (the “ Circular ”).

SPECIAL RESOLUTIONS

  1. To consider and approve the proposed A Share Offering (please refer to the content set out in the section headed “The Proposed A Share Offering” in the Circular for further details):

  2. (a) Place of listing;

  3. (b) Class of securities to be issued;

  4. (c) Nominal value of shares;

  5. (d) Target subscribers;

  6. (e) Schedule of the offering;

  7. (f) Method of offering;

  8. (g) Offering size;

  9. (h) Pricing methodology;

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  • (i) Implementation of strategic placing upon issue;

  • (j) Method of underwriting; and

  • (k) Validity period of resolutions in relation to the Offering.

  • To consider and approve the authorization to the Company’s board and its authorized persons to deal with specific matters relating to the proposed A Share Offering with full discretion (please refer to the content set out in the section headed “Authorization to the Board and its authorized persons to deal with specific matters relating to the proposed A Share Offering with full discretion” in the Circular for further details);

  • To consider and approve the investment projects financed by proceeds from the proposed A Share Offering and the relevant feasibility analysis (please refer to the content set out in the section headed "Investment Projects and/or Allocation to be financed by the Proceeds from the A Share Offering and the Relevant Feasibility Analysis" in the Circular for further details);

  • To consider and approve the proposal for distribution of accumulated profits retained or plan for undertaking of unrecovered losses incurred cumulatively prior to the A Share Offering (please refer to the content set out in the section headed “Proposal for distribution of accumulated profits retained or plan for undertaking of unrecovered losses incurred cumulatively prior to the A Share Offering” in the Circular for further details);

  • To consider and approve the plan for stabilizing A Share price within three years after the proposed A Share Offering as set out in Appendix I to the Circular;

  • To consider and approve the dilution of immediate return as a result of the A Share Offering and recovery measures (please refer to the content set out in the section headed “Dilution of immediate return as a result of the A Share Offering and recovery measures” in the Circular for further details);

  • To consider and approve the plan for dividend distribution to Shareholders in three years after the proposed A Share Offering as set out in Appendix II to the Circular;

  • To consider and approve the undertakings and restraining measures in respect of the proposed A Share Offering as set out in Appendix III to the Circular.

By Order of the Board MicroTech Medical (Hangzhou) Co., Ltd. Dr. Zheng Pan Chairman of the Board

Hangzhou, the PRC, November 21, 2022

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Notes:

  • (i) Any holder of H Shares entitled to attend and vote at the Class Meeting of H Shareholders is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her. A proxy need not be a member of the Company.

  • (ii) The instrument appointing a proxy shall be in writing under the hand of the appointer or of his/her 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.

  • (iii) 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 Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as practicable but in any event not less than 24 hours before the time appointed for holding the Class Meeting of H Shareholders (i.e. not later than December 6, 2022 at 2:45 p.m.), or any adjourned meeting thereof (as the case may be).

  • (iv) Completion and return of the form of proxy shall not preclude the Shareholders from attending and voting in person at the Class Meeting of H Shareholders or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

  • (v) Where there are joint registered holders of any share, 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 H Shareholders, 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.

  • (vi) For the purpose of determining the H Shareholders entitled to attend and vote at the Class Meeting of H Shareholders, the register of members of H Shares will be closed from December 2, 2022 to December 7, 2022 (both days inclusive). All transfer documents must be lodged with the Company’s H Share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on Thursday, December 1, 2022 for registration. The record date for determining the entitlement of the H shareholders of the Company to attend and vote at the Class Meeting of H Shareholders will be December 7, 2022.

  • (vii) Shareholders shall produce their identity documents and supporting documents in respect of the Shares held when attending the Class Meeting of H Shareholders. If corporate Shareholders appoint authorised representative to attend the Class Meeting of H Shareholders, 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 the Shareholders or their attorney when attending the Class Meeting of H Shareholders.

  • (viii) Shareholders attending the Class Meeting of H Shareholders shall be responsible for their own travel and accommodation expenses.

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  • (ix) All resolutions at the Class Meeting of H Shareholders will 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) pursuant to the Hong Kong Listing Rules of the Hong Kong Stock Exchange. The results of the poll will be published on the websites of the Hong Kong Stock Exchange and the Company in accordance with the Hong Kong Listing Rules of the Hong Kong Stock Exchange.

  • (x) All times refer to Hong Kong local time, except as otherwise stated.

  • (xi) For any matter relating to the Class Meeting of H Shareholders, please contact the securities representative or the investor relationship department of the Group (via email: [email protected]; ir@microtechmd. com, respectively, or telephone: 0571-88566373-866).

As at the date of this announcement, the board of directors of the Company comprises Dr. Zheng Pan, Dr. Yu Fei, Dr. Shi Yonghui and Ms. Liu Xiu as executive Directors, Mr. Hu Xubo and Ms. Gao Yun as non-executive Directors, and Dr. Li Lihua, Ms. Gao Jian, Ms. Wang Chunfeng and Mr. Ho Kin Cheong Kelvin as independent non-executive Directors.

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