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

Apr 26, 2023

50466_rns_2023-04-25_4b764f16-b017-421a-9195-729df291460b.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 notice, 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 notice.

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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 FIRST CLASS MEETING OF HOLDERS OF H SHARES

NOTICE IS HEREBY GIVEN THAT the 2023 first class meeting of holders of H shares (the ‘‘Class Meeting of Holders of H 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 Thursday, May 18, 2023 at 3:30 p.m. (or immediately after conclusion of the 2022 annual general meeting 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

  1. To consider and approve the adjustments to undertakings and restraining measures in relation to the A Share Offering; and

  2. To consider and approve the general mandate to repurchase H Shares.

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

Hangzhou, the PRC, April 26, 2023

Notes:

  • (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 April 26, 2023.

  • (ii) Any holder of H shares of the Company entitled to attend and vote at the Class Meeting of Holders of H 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.

  • (iv) 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 Holders of H Shares (i.e. not later than May 17, 2023 at 3:30 p.m.), or any adjourned meeting thereof (as the case may be).

  • (v) Completion and return of the form of proxy shall not preclude the shareholders of the Company (the ‘‘Shareholders’’) from attending and voting in person at the Class Meeting of Holders of H Shares 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.

  • (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 H 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.

  • (vii) For the purpose of determining the H shareholders of the Company entitled to attend and vote at the Class Meeting of Holders of H Shares, the register of members of H shares of the Company will be closed from May 15, 2023 to May 18, 2023 (both days inclusive). The record date for determining the entitlement of the H shareholders of the Company to attend and vote at the Class Meeting of Holders of H Shares will be May 18, 2023.

  • (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 H Shares. If corporate Shareholders appoint authorised representative to attend the Class Meeting of Holders of H 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 the Shareholders or their attorney when attending the Class Meeting of Holders of H Shares.

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

  • (x) All resolutions at the Class Meeting of Holders of H 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.

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

  • (xii) For any matter relating to the Class Meeting of Holders of H 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 notice, the executive directors of the Company are Dr. Zheng Pan, Dr. Yu Fei, Dr. Shi Yonghui and Ms. Liu Xiu; the non-executive directors of the Company are Mr. Hu Xubo and Ms. Gao Yun; and the independent non-executive directors of the Company are Dr. Li Lihua, Ms. Wang Chunfeng, Mr. Ho Kin Cheong Kelvin and Dr. Cheng Hua.

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