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MicroTech Medical (Hangzhou) Co., Ltd. — Proxy Solicitation & Information Statement 2023
Dec 7, 2023
50466_rns_2023-12-07_eae526c0-7437-4cb5-a55f-54b479118e4a.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 2023 SECOND CLASS MEETING OF HOLDERS OF UNLISTED SHARES
NOTICE IS HEREBY GIVEN THAT the 2023 second class meeting of holders of Unlisted Shares (the ‘‘Class Meeting of Holders of Unlisted Shares’’) 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 27, 2023 at 3:15 p.m. (or immediately after the conclusion of the 2023 first extraordinary general meeting and the 2023 second class meeting of holders of H shares of the Company to be held on the same date or any adjournment thereof) for the purpose of considering and, if deemed appropriate, approving the following resolutions.
SPECIAL RESOLUTIONS
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To consider and approve the Proposed Amendments to the Articles of Association; and
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To consider and approve the proposed amendments to the Rules of Procedure of the Shareholders’ General Meeting.
By order of the Board
MicroTech Medical (Hangzhou) Co., Ltd. Zheng Pan Chairman of the Board
Hangzhou, the PRC, December 8, 2023
Notes:
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(i) Unless the context otherwise stated, capitalized terms used in this notice shall have the meanings as those defined in the circular of the Company dated December 8, 2023.
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(ii) Any shareholder of Unlisted Shares of the Company entitled to attend and vote at the Class Meeting of Holders of Unlisted Shares 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.
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(iii) 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.
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(iv) 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 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 Unlisted Shares (i.e. not later than December 26, 2023 at 3:15 p.m.), or any adjourned meeting thereof (as the case may be).
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(v) Completion and return of the proxy form shall not preclude the shareholders of the Company (the ‘‘Shareholders’’) from attending and voting in person at the Class Meeting of Holders of Unlisted Shares or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the proxy form shall be deemed to be revoked.
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(vi) 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 Holders of 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.
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(vii) The record date for determining the entitlement of holders of Unlisted Shares of the Company to attend and vote at the Class Meeting of Holders of Unlisted Shares will be December 27, 2023.
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(viii) Shareholders shall produce their identity documents and supporting documents in respect of the shares of the Company held when attending the Class Meeting of Holders of Unlisted Shares. If corporate Shareholders appoint authorized representative to attend the Class Meeting of Holders of 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 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 the Shareholders or their attorney when attending the Class Meeting of Holders of Unlisted Shares.
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(ix) Shareholders attending the Class Meeting of Holders of Unlisted Shares shall be responsible for their own travel and accommodation expenses.
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(x) All resolutions at the Class Meeting of Holders of Unlisted Shares 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 Listing Rules. The results of the poll will be published on the websites of the Hong Kong Stock Exchange and the Company in accordance with the Listing Rules.
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(xi) All times refer to Hong Kong local time, except as otherwise stated.
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(xii) For any matter relating to the Class Meeting of Holders of Unlisted Shares, please contact the securities representative or the investor relationship department of the Group (via email: [email protected]; [email protected], respectively, or telephone: 0571–88566373–866).
As at the date of this announcement, the executive Directors are Dr. Zheng Pan, Dr. Yu Fei, Dr. Shi Yonghui and Ms. Liu Xiu; the non-executive Directors are Mr. Hu Xubo and Ms. Gao Yun; and the independent non-executive Directors are Dr. Li Lihua, Ms. Wang Chunfeng, Mr. Ho Kin Cheong Kelvin and Dr. Cheng Hua.
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