MicroTech Medical (Hangzhou) Co., Ltd. — Proxy Solicitation & Information Statement 2023

Dec 7, 2023

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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)

PROXY FORM FOR USE AT THE 2023 FIRST EXTRAORDINARY GENERAL MEETING TO BE HELD ON DECEMBER 27, 2023 OR ANY ADJOURNMENT THEREOF

Number of Unlisted Shares/ H Shares to which this proxy form relates[(Note][1)]

I/We[(Note][2)] of being the holder(s) of Unlisted Shares/H 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 2023 first extraordinary general meeting of the Company (the ‘‘EGM’’) to be held at 2:30 p.m. on Wednesday, December 27, 2023 at Business Conference Room, 3rd Floor, MicroTech Medical Administration Building, No. 108 Liuze Street, Cangqian Street, Yuhang District, Hangzhou, Zhejiang, China or at any adjournment of it for the purposes of voting for me/us in respect of the resolutions as set out in the notice of the EGM as indicated below, and if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS	For (Note 5)	Against (Note 5)	Abstain (Note 5)
1.	To consider and approve the election of the following Directors (other than
	independent non-executive Directors) of the second session of the Board and
	authorize the Board to fix their remuneration:
1.1	to elect Dr. Zheng Pan as an executive Director of the Company;
1.2	to elect Dr. Yu Fei as an executive Director of the Company;
1.3	to elect Dr. Shi Yonghui as an executive Director of the Company;
1.4	to elect Ms. Liu Xiu as an executive Director of the Company;
1.5	to elect Mr. Mao Shuo as a non-executive Director of the Company;
1.6	to elect Ms. Gao Yun as a non-executive Director of the Company; and
1.7	to authorize the Board to fix the remuneration of Directors (other than independent
	non-executive Directors) of the second session of the Board.
2.	To consider and approve the election of the following independent non-executive
	Directors of the second session of the Board and authorize the Board to fix their
	remuneration:
2.1	to elect Dr. Li Lihua as an independent non-executive Director of the Company;
2.2	to elect Mr. Ho Kin Cheong Kelvin as an independent non-executive Director of the
	Company;
2.3	to elect Ms. Wang Chunfeng as an independent non-executive Director of the
	Company;
2.4	to elect Dr. Cheng Hua as an independent non-executive Director of the Company;
	and
2.5	to authorize the Board to fix the remuneration of independent non-executive
	Directors of the second session of the Board.
3.	To consider and approve the election of the following Supervisors (other than
	employee representative Supervisor) of the second session of the Supervisory
	Committee and authorize the Board to fix their remuneration:
3.1	To elect Mr. Lyu Cheng as a shareholders’ representative Supervisor of the
	Supervisory Committee;
3.2	To elect Mr. Zhao Zhiheng as a shareholders’ representative Supervisor of the
	Supervisory Committee; and
3.3	To authorize the Board to fix the remuneration of Supervisors (other than employee
	representative supervisor) of the second session of the Supervisory Committee.
	SPECIAL RESOLUTIONS	For (Note 5)	Against (Note 5)	Abstain (Note 5)
4.	To consider and approve the Proposed Amendments to the Articles of Association;
	and
5.	To consider and approve the proposed amendments to the Rules of Procedure of the
	Shareholders’ General Meeting.

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

Date:

Notes:

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

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 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 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 resolutions proposed to be considered and approved at the EGM, see the circular of the Company dated December 8, 2023.

10. In order to be valid, the proxy form 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 (for holders of H shares) or the Company’s office at No. 108 Liuze Street, Cangqian Street, Yuhang District, Hangzhou, Zhejiang, China (for holders of unlisted shares) as soon as practicable but in any event not less than 24 hours before the time appointed for holding the EGM (i.e. not later than December 26, 2023 at 2:30 p.m.), or any adjourned meeting thereof (as the case may be).

11. Where there are joint registered holders of any Shares of the Company, 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 EGM, 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 EGM or any adjournment thereof (as the case may be) if you so wish, and in such event, the proxy form 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 EGM. If corporate Shareholders appoint authorized representative to attend the EGM, 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 authorized 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 EGM.