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MicroTech Medical (Hangzhou) Co., Ltd. Proxy Solicitation & Information Statement 2025

Dec 5, 2025

50466_rns_2025-12-05_306118e4-d1c7-433c-82ec-27639870fee4.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in MicroTech Medical (Hangzhou) Co., Ltd. , you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy and 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 circular.

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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)

(1) ADOPTION OF THE SHARE INCENTIVE SCHEME; (2) MANDATE TO THE BOARD AND/OR ADMINISTRATIVE COMMITTEE; AND (3) NOTICE OF 2025 FIRST EXTRAORDINARY GENERAL MEETING

Capitalized terms used in this cover page shall have the same meanings as defined in this circular.

The Company will convene and hold the EGM at Business Conference Room, 3rd Floor, MicroTech Medical Administration Building, No. 108 Liuze Street, Cangqian Street, Yuhang District, Hangzhou, Zhejiang, China on Wednesday, December 24, 2025 at 10:00 a.m., notice of which is set out on pages EGM-1 to EGM-2 of this circular. The proxy form enclosed herein are also published on the website of the Stock Exchange (www.hkexnews.hk) and the Company (www.microtechmd.com).

If you intend to attend the EGM by proxy, you are required to duly complete the accompanying proxy form according to the instructions printed thereon and return the same not less than 24 hours before the time fixed for the holding of the EGM or any adjournment thereof (as the case may be) (which is 10:00 a.m. on Tuesday, December 23, 2025 (or other date in the event of any adjournment thereof)). Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

For joint shareholders of any Shares, only the joint shareholder whose name appears first in the register of members is entitled to accept the certificate for the relevant shares from the Company, and receive notices or other documents of the Company. Any notice delivered to the aforesaid shareholder shall be deemed to have been delivered to all the joint shareholders of the relevant shares. Any joint shareholder may sign the proxy form, provided that if more than one joint shareholder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint shareholders. In this regard, the priority of shareholders shall be determined by the ranking of joint holders in the Company’s register of members in relation to the relevant shares.

Reference to times and dates in this circular are to Hong Kong local times and dates.

December 5, 2025

CONTENTS

Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
APPENDIX
— SUMMARY OF THE SHARE INCENTIVE SCHEME . . . . . . . . . . .
15
NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING. . . . . . . . EGM-1

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

  • “Administrative Committee” any Director(s) or authorized person(s) appointed by the Board from time to time to manage the Share Incentive Scheme

  • “Adoption Date” the date on which the Share Incentive Scheme is approved and adopted by the Shareholders at the EGM

  • “Articles of Association” the articles of association of the Company (as amended from time to time)

  • “associate(s)” has the meaning ascribed thereto under the Listing Rules

  • “Award(s)” the Option(s) or RSU(s) granted or to be granted under the Share Incentive Scheme

  • “Board” the board of Directors

  • “China” or “PRC” the People’s Republic of China

  • “Company” 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, the H Shares of which are listed on the Main Board of the Stock Exchange

  • “Company Law” the Company Law of the People’s Republic of China (中華 人民共和國公司法)

  • “connected person(s)” has the meaning ascribed thereto under the Listing Rules

  • “controlling shareholder(s)” has the meaning ascribed thereto under the Listing Rules

  • “Director(s)” the director(s) of the Company

“Domestic Share(s)” the ordinary share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and paid up in Renminbi and are unlisted shares which are held by domestic investors and currently not listed or traded in any stock exchange

– 1 –

DEFINITIONS

  • “EGM” the 2025 first extraordinary general meeting of the Company to be held on Wednesday, December 24, 2025

  • “Eligible Participant(s)”

  • Employee Participants, who are eligible to participate in the Share Incentive Scheme determined by the Board at its sole and absolute discretion

  • “Employee Participants”

  • directors and employees of the Company or any of its subsidiaries (including persons who are granted Awards as an inducement to enter into employment contracts with relevant companies)

  • “Exercise Period”

  • the exercise period of the Options under the Share Incentive Scheme, as determined by the Board, and in all circumstances all Options shall automatically lapse and expire not later than the last day of the 10-year period after the date of grant

  • “Exercise Price”

  • the price per H Share at which a Selected Participant may subscribe for the H Shares on the exercise of an Option under the Share Incentive Scheme

  • “Group”

  • the Company and its subsidiaries from time to time

  • “H Share(s)”

  • overseas-listed foreign share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, listed on the Main Board of the Stock Exchange

  • “H Share Scheme”

  • the 2022 H Share Award and Trust Scheme approved and adopted on June 22, 2022, as amended from time to time

  • “Hong Kong”

  • the Hong Kong Special Administrative Region of the PRC

  • “Latest Practicable Date”

  • December 3, 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

  • “Listing Rules”

  • the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

– 2 –

DEFINITIONS

  • “Option(s)”

the right granted by the Company to the Selected Participants to subscribe for a specified number of Shares of the Company at pre-determined price and terms in the future within a specified period

  • “Pre-IPO Employee Incentive the employee incentive schemes approved and adopted on Schemes” January 2, 2018 (as amended on September 21, 2020) and December 25, 2019 (as amended on September 21, 2020), respectively

  • “Prospectus” the prospectus of the Company dated October 6, 2021

  • “Remuneration Committee” the remuneration committee of the Board

  • “RSU(s)” a restricted share unit conferring the Selected Participants a conditional right upon vesting of the Award to obtain, as determined by the Board or Administrative Committee, either a Share or an equivalent value in cash with reference to the market value of a Share on the date on which such Share is sold as determined by the Trustee (if any) or the Administrative Committee in its absolute discretion, less any tax, fees, levies, stamp duty and other charges applicable

  • “Selected Participant(s)” any Eligible Participant(s) who is/are granted with Awards pursuant to the terms and conditions of the Share Incentive Scheme

  • “SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong (as amended and modified from time to time)

  • “Share(s)” the ordinary share(s) in the capital of the Company with a nominal value of RMB1.00 each, comprising the Domestic Shares and the H Shares

  • “Share Incentive Scheme” the share incentive scheme of the Company to be adopted by the Shareholders at the EGM

  • “Shareholder(s)” the holder(s) of the Shares

  • “Stock Exchange”

The Stock Exchange of Hong Kong Limited

– 3 –

DEFINITIONS

“subsidiary” has the meaning ascribed thereto under the Listing Rules
“Treasury Share(s)” has the meaning ascribed thereto under the Listing Rules
and unless the context requires, refers to the H Shares
repurchased and held by the Company in treasury
“Trust Deed” a trust deed to be entered into between the Company and
the Trustee (as restated, supplemented and amended from
time to time)
“Trustee(s)” any other trustee(s) from time to time appointed by the
Company under the Trust Deed to manage the Share
Incentive Plan, or any additional or substitute trustee(s)
“%” percent

– 4 –

LETTER FROM THE BOARD

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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)

Executive Directors: Dr. Zheng Pan (Chairman) Dr. Yu Fei Dr. Shi Yonghui Ms. Liu Xiu

Registered Office: No. 108 Liuze Street Cangqian Street Yuhang District, Hangzhou Zhejiang, China

Non-executive Directors:

Mr. Mao Shuo Ms. Gao Yun

Independent Non-executive Directors: Dr. Li Lihua Ms. Wang Chunfeng Mr. Ho Kin Cheong Kelvin Dr. Cheng Hua

Headquarters and Principal Place of Business in the PRC: No. 108 Liuze Street Cangqian Street Yuhang District, Hangzhou Zhejiang, China

Principal Place of Business in Hong Kong: 40th Floor Dah Sing Financial Centre No. 248 Queen’s Road East Wanchai, Hong Kong

December 5, 2025

To the Shareholders

Dear Sir or Madam,

(1) ADOPTION OF THE SHARE INCENTIVE SCHEME; (2) MANDATE TO THE BOARD AND/OR ADMINISTRATIVE COMMITTEE; AND (3) NOTICE OF 2025 FIRST EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

The EGM 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 24, 2025 at 10:00 a.m., the notice of which is set out on pages EGM-1 to EGM-2 of this circular.

The purpose of this circular is to provide you with the information of the resolutions to be considered at the EGM, so as to enable you to make an informed decision as to whether voting in favor of or against such resolutions.

– 5 –

LETTER FROM THE BOARD

II. MATTERS TO BE RESOLVED AT THE EGM

The resolution to be proposed at the EGM regarding the adoption of the Share Incentive Scheme will be considered by the Shareholders as a special resolution, while the resolution regarding the mandate to the Board and/or the Administrative Committee to handle matters pertaining to the Share Incentive Scheme will be considered by the Shareholders as an ordinary resolution.

Details of the matters to be resolved at the EGM are set out in the notice of the EGM on pages EGM-1 to EGM-2 of this circular. To enable you to get a better understanding of the resolutions to be proposed at the EGM and make informed decisions with sufficient and necessary information, we have provided particulars thereon in this circular and the accompanying appendice.

1. Adoption of the Share Incentive Scheme

Save for (i) the Pre-IPO Employee Incentive Schemes; and (ii) the H Share Scheme funded solely by existing H Shares, the Company had no other subsisting share schemes as at the Latest Practicable Date.

As at the Latest Practicable Date, all the share awards under the Pre-IPO Employee Incentive Schemes have been granted and vested.

Given the underlying Shares under the Pre-IPO Employee Incentive Schemes had already been issued and vested, there will not be any dilution effect to the issued Shares upon the issue or vesting of any Shares thereunder. No further award will be granted under the Pre-IPO Employee Incentive Schemes.

As at the Latest Practicable Date, all the awards granted under the H Share Scheme have been vested. For the avoidance of doubt, the H Share Scheme will remain effective and unchanged, as it is a share award scheme funded by existing H Shares only and does not involve issuance of new H Shares. The Company shall comply with the applicable disclosure requirements in accordance with Rule 17.12 of the Listing Rules and the requirements under Chapter 14A of the Listing Rules for any grant of awards to its connected persons.

The Share Incentive Scheme will be funded by the issue of new H Shares (including transfer of Treasury Shares) and therefore constitute a share scheme involving issue of new shares (including transfer of Treasury Shares) by the Company under Chapter 17 of the Listing Rules.

– 6 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, the Company has not identified any proposed Selected Participants for the coming 12 months including those who may require the approval by the Shareholders at the general meeting of the Company pursuant to Rule 17.04 of the Listing Rules.

As at the Latest Practicable Date, there were 421,078,000 Shares in issue, including 3,071,200 Treasury Shares. Assuming there is no change in the number of issued Shares during the period from the Latest Practicable Date to the Adoption Date, the total number of H Shares (including Treasury Shares) which may be issued in respect of the Awards to be granted under the Share Incentive Scheme shall not in aggregate exceed 41,800,680 H Shares, representing approximately 10% of the total number of Shares (excluding Treasury Shares) in issue as at the Adoption Date, to Eligible Participants (the “ Share Incentive Scheme Limit ”). The Company will satisfy the vesting and/or exercising of Awards by issue of new H Shares (including transfer of Treasury Shares).

The basis for determining the Share Incentive Scheme Limit includes (i) the potential dilution effect of the voting rights arising from grants to the Eligible Participants; (ii) the importance of striking a balance between achieving the purpose of the Share Incentive Scheme and protecting the Shareholders from the dilution effect of the voting rights from granting a substantial amount of Awards to the Eligible Participants; and (iii) the expected contribution to the development and growth of the Group attributable to the Eligible Participants. Taking into account the above, the Board considers that the Share Incentive Scheme Limit would not lead to an excessive dilution of voting rights of the existing Shareholders and is appropriate and reasonable.

Conditions for the Share Incentive Scheme

The Share Incentive Scheme shall take effect subject to the passing of the special resolution to approve the adoption of the Share Incentive Scheme by the Shareholders in general meeting. As at the Latest Practicable Date, the Share Incentive Scheme has been approved by the Board.

In relation to the conditions set out above, the adoption of the Share Incentive Scheme will be tabled at the EGM for Shareholders’ approval. No Shareholder is required to abstain from voting on the relevant resolution to approve the proposed adoption of the Share Incentive Scheme at the EGM.

The Directors believe that the provisions as well as such other terms as may be determined by the Board, will serve to protect the value of the Company as well as to achieve the purpose of the Share Incentive Scheme.

– 7 –

LETTER FROM THE BOARD

Eligible Participants and eligibility

The Eligible Participants for the Share Incentive Scheme include employee Participants, who shall be directors and employees of the Company or any of its subsidiaries (including persons who are granted Awards as an inducement to enter into employment contracts with relevant companies).

The basis of eligibility of any Eligible Participant to the grant of any Award shall be determined by the Board or the Administrative Committee at its sole discretion from time to time on the basis of the Eligible Participant’s contribution to the development and growth of the Group.

In assessing the Eligible Participant’s contribution, the Board or the Administrative Committee shall take into account various factors, including but not limited to, the nature and extent of contributions provided by such Eligible Participant to the Group, the special skills or technical knowledge possessed by them which is beneficial to the continuing development of the Group, the positive impacts which such Eligible Participant has brought to the Company’s business and development and whether granting Awards to such Eligible Participant is an appropriate incentive to motivate such Eligible Participant to continue to contribute towards the interests of the Company and its Shareholders. To be more specific, the Board or the Administrative Committee will consider all relevant factors as aforementioned and as appropriate, including, among others, (i) his/her skills, knowledge, experience, expertise and other relevant personal qualities; (ii) his/her performance, time commitment, responsibilities or employment conditions and the prevailing market practice; (iii) his/her contribution made to the growth of the Company; and (iv) his/her educational and professional qualifications, and knowledge in the industry.

The Company has no present intention to grant any Awards to the independent non-executive Directors. Independent non-executive Directors are included in the scope of Eligible Participants solely to provide flexibility and to allow the Company to recognise their contributions to the Group where appropriate, and not with any intention to grant equity-based remuneration with performance-related elements to such independent non-executive Directors.

Furthermore, even if the Company is to grant any Awards to the independent non-executive Directors, the grant will not be linked to performance-related elements, such as their participation in Board meetings, their voting habits and resolutions raised. However, such grant of Awards may form part of its remuneration package. Prior to granting any Awards to independent non-executive Directors (if any), the Company shall seek advice from its legal advisers to ensure full compliance with the Listing Rules, including and without limitation the requirements governing the independence of independent non-executive Directors under Rule 3.13, and to ensure that any such grant would not compromise their independence.

– 8 –

LETTER FROM THE BOARD

Vesting Period

The Directors are of the view that the vesting period is appropriate given that it is in line with the requirements of the Listing Rules while providing the Company with sufficient flexibility to determine the vesting of Awards that can provide sufficient incentive to the Selected Participants to achieve the purpose of the Share Incentive Scheme.

Performance targets

Performance targets include (i) the financial results of the Company and/or the Group; (ii) the achievement of key milestones in the Company and/or the Group’s business or product development; and (iii) performance appraisal of the Selected Participants. A description of the relevant performance targets (if any) will be included in the announcement of the grant of Awards in accordance with the Listing Rules.

As the performance targets, once set for a particular grant under the Share Incentive Scheme, will be closely linked to and specifically designed to support improvements in the Group’s financial performance and business operations, the Directors are of the view that the performance targets, as determined by the Board and/or the Administrative Committee at their sole and absolute discretion, will be consistent with and aligned to the purposes of the Share Incentive Scheme, namely: (i) to ensure the realization of the Company’s long-term business objectives and development strategy; (ii) to establish and improve the incentive and appraisal mechanisms for senior management, mid-level management and other key employees of the Company, retain and attract outstanding talents, with a view to enhancing the Company’s market competitiveness and sustainable development capabilities; and (iii) to further enhance the corporate governance structure of the Company.

Purchase Price

The consideration payable by a Selected Participant to the Company upon the vesting of the RSUs under the Share Incentive Scheme shall be determined at the sole and absolute discretion of the Board and/or Administrative Committee with reference to the current closing price of H shares, the purpose of the Share Incentive Scheme, and the characteristics of the relevant Selected Participants. The Board are of the view that the purchase price of the RSUs reflects the Company’s incentive arrangement which corresponds to the Company’s recognition of the performance of the Eligible Participants and is in line with the purpose of the Share Incentive Scheme.

The consideration payable by a Selected Participant upon the exercising of the Options under the Share Incentive Scheme shall be determined by the Board and/or Administrative Committee at its absolute discretion, provided that it shall not be less than the highest of (i) the closing price of

– 9 –

LETTER FROM THE BOARD

the H Shares as shown in the daily quotations sheet of the Stock Exchange on the date of grant, which must be a Business Day; and (ii) the average of the closing prices of the H Shares as shown in the daily quotations sheets of the Stock Exchange for the five (5) business days immediately preceding the date of grant. The Board are of the view that the Exercise Price are in consistency with the Listing Rules and reflects the Company’s corresponds to the Company’s recognition of the performance of the Eligible Participants and is in line with the purpose of the Share Incentive Scheme.

Clawback Mechanism

Without prejudice to the terms of the Share Incentive Scheme, in the case that a Selected Participant commits a misconduct or is involved in a material misstatement in the Company’s financial statements, (i) the unvested Awards of such Selected Participant shall lapse entirely or partially or subject to further vesting conditions, and (ii) the H Shares underlying any vested Awards shall be disposed to the person(s) designated by the Company at a consideration equal to the purchase price paid by such Selected Participant, as determined by the Board at its sole and absolute discretion. The disposal under the clawback mechanism to a Director and other connected persons of the Company will be subject to compliance with Chapter 14A of the Listing Rules, including the applicable reporting, announcement, the independent non-executive Directors’ approval and/or independent Shareholders’ approval requirements under Chapter 14A.

The Board are of the view that the clawback mechanism in the Share Incentive Scheme provides a choice for the Company to clawback the equity incentives granted to Selected Participants culpable of misconduct and is in line with the purpose of the Share Incentive Scheme and the interests of Shareholders.

Key terms of the Share Incentive Scheme

A summary of the key terms of the Share Incentive Scheme to be approved at the EGM is set out in the appendix to this circular.

None of the Directors is trustee of the Share Incentive Scheme or have a direct or indirect interest in the trustees.

A special resolution will be proposed at the EGM to consider and approve the adoption of the Share Incentive Scheme.

– 10 –

LETTER FROM THE BOARD

2. Mandate to the Board and/or Administrative Committee to handle matters pertaining to the Share Incentive Scheme

In order to procure the implementation of the Share Incentive Scheme, approval is sought from the Shareholders at the EGM for a mandate to the Board and/or the Administrative Committee to handle matters pertaining to the Share Incentive Scheme with full authority, including, but not limited to, the following powers:

  • (a) to construe and interpret the rules of the Share Incentive Scheme and the terms of the Award granted under the Share Incentive Scheme;

  • (b) to supervise the administration, implementation and operation of the Share Incentive Scheme;

  • (c) to make or vary such arrangements, guidelines, procedures and/or regulations for the administration, interpretation, implementation and operation of the Share Incentive Scheme, provided that they are not inconsistent with the rules of the Share Incentive Scheme;

  • (d) to determine how the vesting of the Awards and the exercise of the Options will be settled pursuant to the terms of the Share Incentive Scheme;

  • (e) to determine whether any Eligible Participants are entitled to be granted Awards from time to time, including on the basis of their contributions to the development and growth of the Company or such other factors deemed appropriate;

  • (f) to grant Awards to those Eligible Participants whom it shall select from time to time;

  • (g) to determine the terms and conditions of the Awards and determine whether the vesting conditions are met;

  • (h) to establish and administer the performance targets in respect of the rules of the Share Incentive Scheme, and to assess and determine whether the performance targets are attained by individual Selected Participant;

  • (i) to approve the form of the award notice and vesting notice from time to time;

  • (j) to exercise any right as may be granted by the Shareholders from time to time;

– 11 –

LETTER FROM THE BOARD

  • (k) to determine the execution, amendment and termination of the Share Incentive Scheme and obtain any approvals from the Shareholders’ meeting as required by the terms of the Share Incentive Scheme and/or the relevant regulatory authorities necessary for such changes as required by laws, regulations, or relevant regulatory authorities;

  • (l) to engage bank(s), broker(s), trustee(s), accountant(s), legal adviser(s), consultant(s) and other agent(s) or professional institution(s) for the purpose of the Share Incentive Scheme;

  • (m) subject to articles of the rule 17.03 (18) of Chapter 17 of the Listing Rules, to sign, execute, amend and terminate documents (including the trust deed, if any) relating to the Share Incentive Scheme and take such other steps or actions to give effect to the terms and intent of the Share Incentive Scheme;

  • (n) to establish a trust (if needed) for the management of the Share Incentive Scheme, and to issue instructions to the trustee regarding grants, vesting, etc.; and

  • (o) to submit an application for the listing of new H Shares to the Stock Exchange and upon completion of the allotment and issuance of new H Shares under the Share Incentive Scheme, to increase the Company’s registered capital and make appropriate and necessary amendments to the Articles of Association based on the method, type, and number of new H Shares allotted and issued, as well as the Company’s shareholding structure at the time of completion. In addition, to handle registration or filing matters as required by the relevant government authorities such as industry and commerce, taxation, etc.

The above mandate to the Board and/or the Administrative Committee shall be valid for the period during which the Share Incentive Scheme remains valid and effective.

An ordinary resolution will be proposed at the EGM to consider and approve the mandate to the Board and/or Administrative Committee to handle matters pertaining to the Share Incentive Scheme.

III. THE EGM

For the purpose of determining the Shareholders entitled to attend and vote at the EGM, the register of members of the Company will be closed from Friday, December 19, 2025 to Wednesday, December 24, 2025 (both days inclusive). Shareholders whose names appear on the register of members of the Company on Wednesday, December 24, 2025 are entitled to attend and vote at the EGM. In order to qualify for the entitlement to attend and vote at the EGM, the

– 12 –

LETTER FROM THE BOARD

Shareholders must lodge all transfer forms accompanied by the relevant share certificates 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 18, 2025 for registration. The proxy form for use at the EGM is enclosed in this circular and published on the website of the Stock Exchange (www.hkexnews.hk) and the Company (www.microtechmd.com).

If you intend to appoint a proxy to attend the EGM, you are required to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 24 hours before the time appointed for holding of the EGM (i.e. Tuesday, December 23, 2025 at 10:00 a.m.) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the meeting, or any adjourned meeting, should you so wish and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

All resolutions to be proposed at the EGM will be decided by way of poll. The Company shall publish an announcement in respect of the poll results of the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

To the best of the Directors’ knowledge, information and belief, and having made all reasonable enquiries, no Shareholders are required to abstain from voting at the EGM.

IV. DOCUMENTS AVAILABLE ON DISPLAY

A copy of the Share Incentive Scheme will be published on the Stock Exchange’s website (www.hkexnews.hk) and the Company’s website (www.microtechmd.com) for at least 14 days prior to the date of the EGM.

V. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make this Circular or any statement herein misleading.

– 13 –

LETTER FROM THE BOARD

VI. RECOMMENDATION

The Directors consider that all resolutions set out in the notice of EGM for consideration and approval by Shareholders are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all resolutions to be proposed at the EGM.

Yours faithfully,

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

Chairman of the Board

– 14 –

SUMMARY OF THE SHARE INCENTIVE SCHEME

APPENDIX

1. Purpose

The purposes of the Share Incentive Scheme are (i) to ensure the realization of the Company’s long-term business objectives and development strategy; (ii) to establish and improve the incentive and appraisal mechanisms for senior management, mid-level management and other key employees of the Company, retain and attract outstanding talents, with a view to enhancing the Company’s market competitiveness and sustainable development capabilities; and (iii) to further enhance the corporate governance structure of the Company.

2. Effectiveness and Duration

The Share Incentive Scheme shall take effect on the Adoption Date. Subject to any early termination as may be determined by the Board pursuant to the terms of the Share Incentive Scheme, the Share Incentive Scheme shall be valid and effective for a period of ten (10) years commencing from the Adoption Date, after which no Awards will be granted, but the provisions of the Share Incentive Scheme shall in all other respects remain in full force and effect and the Awards granted during the term of the Share Incentive Scheme may continue to be valid in accordance with their respective terms of grant.

3. Administration

The Board, its Administrative Committee and/or its authorized person shall have the sole and absolute right to make decisions or determinations as it shall deem appropriate or desirable in respect of the administration of the Share Incentive Scheme. The Board may delegate the authority to administer the Share Incentive Scheme to the Administrative Committee or its authorized person.

4. Eligibility

The Eligible Participants for the Share Incentive Scheme only include Employee Participants, who shall be directors and employees of the Company or any of its subsidiaries (including persons who are granted Awards as an inducement to enter into employment contracts with relevant companies).

The basis of eligibility of any Eligible Participant to the grant of any Award shall be determined by the Board or the Administrative Committee at its sole discretion from time to time on the basis of the Eligible Participant’s contribution to the development and growth of the Company.

– 15 –

SUMMARY OF THE SHARE INCENTIVE SCHEME

APPENDIX

In assessing the Eligible Participant’s contribution, the Board or the Administrative Committee shall take into account various factors, including but not limited to, the nature and extent of contributions provided by such Eligible Participant to the Company, the special skills or technical knowledge possessed by them which is beneficial to the continuing development of the Company, the positive impacts which such Eligible Participant has brought to the Company’s business and development and whether granting Awards to such Eligible Participant is an appropriate incentive to motivate such Eligible Participant to continue to contribute towards the interests of the Company and its Shareholders. To be more specific, the Board or the Administrative Committee will consider all relevant factors as aforementioned and as appropriate, including, among others: (i) his/her skills, knowledge, experience, expertise and other relevant personal qualities; (ii) his/her performance, time commitment, responsibilities or employment conditions and the prevailing market practice; (iii) his/her contribution made to the growth of the Company; and (iv) his/her educational and professional qualifications, and knowledge in the industry.

5. Maximum Number of H Shares Available

(A) Scheme Mandate Limit

The total number of H Shares (including Treasury Shares) which may be issued in respect of the Awards to be granted under the Share Incentive Scheme shall not in aggregate exceed 41,800,680 H Shares, representing approximately 10% of the total number of Shares (excluding Treasury Shares) in issue as at the Adoption Date (assuming there is no change in the number of issued Shares (excluding Treasury Shares) during the period between the Latest Practicable Date and the Adoption Date) (the “ Scheme Mandate Limit ”). Awards lapsed in accordance with terms of the Share Incentive Scheme shall not be regarded as utilised for the purpose of calculating Scheme Mandate Limit.

(B) Refreshment of the Scheme Mandate Limit

Subject to the terms and conditions of the Share Incentive Scheme,

  • (a) the Company may seek approval of the Shareholders at general meeting to refresh the Scheme Mandate Limit after three years from the date of Shareholders’ approval for the last refreshment (or the Adoption Date);

  • (b) any refreshment within any of the aforesaid three-year period must be approved by Shareholders, subject to the following provisions:

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  • (i) any controlling shareholders of the Company and their associates (or if there are no controlling shareholder, the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates) must abstain from voting in favour of the relevant resolution at the general meeting; and

  • (ii) the Company must comply with the requirements under Rules 13.39(6) and (7), 13.40, 13.41 and 13.42 of the Listing Rules;

  • (c) the above requirements do not apply if the refreshment is made immediately after an issue of Shares by the Company to its Shareholders on a pro rata basis as set out in Rule 13.36(2)(a) of the Listing Rules such that the unused part of the Scheme Mandate Limit upon refreshment is the same as the unused part of the Scheme Mandate Limit immediately before the issue of Shares, rounded to the nearest whole Share;

  • (d) the total number of H Shares which may be issued in respect of all options and awards to be granted under all of the schemes of the Company under the scheme mandate as “refreshed” must not exceed 10% of the Shares in issue (excluding Treasury Shares) as at the date of approval of the refreshed scheme mandate; and

  • (e) the Company may seek separate approval by the Shareholders in general meeting for granting options or awards beyond the Scheme Mandate Limit provided the options or awards in excess of the Scheme Mandate Limit are granted only to participants specifically identified by the Company before such approval is sought. The Company shall send a circular to the Shareholders containing the name of each Selected Participant who may be granted such Awards, the number and terms of the Awards to be granted to each Selected Participant, and the purpose of such grants with an explanation as to how the terms of the Awards serve such purpose. The number and terms of Awards to be granted to such Selected Participants must be fixed before the Shareholders’ approval.

If the Company conducts a share consolidation or subdivision after the Scheme Mandate Limit has been approved in general meeting, the maximum number of H Shares that may be issued in respect of all options and awards to be granted under all of the schemes of the Company under the Scheme Mandate Limit as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same, rounded to the nearest whole share.

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(C) Maximum entitlement of Selected Participant

Where any grant of Awards to a Selected Participant would result in the new H Shares issued or to be issued in respect of all options and awards granted to such person (excluding any Awards lapsed in accordance with the terms of the Share Incentive Scheme) in the 12-month period up to and including the date of such grant representing in aggregate over 1% of the total number of relevant class of shares in issue (excluding treasury shares), such grant must be separately approved by Shareholders at general meeting with such Selected Participant and his/her close associates (or associates if the Selected Participant is a connected person) abstaining from voting.

Any grant of Awards to a Director, chief executive or substantial shareholder of the Company, or any of their respective associates, must be approved by the independent non-executive Directors (excluding any independent non-executive Director who is the grantee of Awards).

Where any grant of RSUs under the Share Incentive Scheme to a Director (other than an independent non-executive Director) or chief executive of the Company, or any of their respective associates, would result in the H Shares issued and to be issued in respect of all awards granted (excluding any Awards lapsed in accordance with the terms of the Share Incentive Scheme) to such person in the 12-month period up to and including the date of such grant representing in aggregate over 0.1% of the total number of the Shares in issue (excluding treasury shares), such grant of RSUs must be approved by Shareholders in general meeting (with such Selected Participant, his/her associates and all core connected persons of the Company abstaining from voting in favour at such general meeting). In such event, the Company shall comply with the requirements under Rules 13.40, 13.41 and 13.42 of the Listing Rules.

Where any grant of Awards to an independent non-executive Director or a substantial shareholder of the Company, or any of their respective associates, would result in the H Shares issued and to be issued and the Treasury Shares transferred or to be transferred in respect of all awards and options granted (excluding any Awards lapsed in accordance with the terms of the Share Incentive Scheme) to such person in the 12-month period up to and including the date of such grant, representing in aggregate over 0.1% of the total number of the Shares in issue, such further grant of Awards must be approved by the Shareholders in general meeting (with such Selected Participant, his/her associates and all core connected persons of the Company abstaining from voting in favour at such general meeting). In such event, the Company shall comply with the requirements under Rules 13.40, 13.41 and 13.42 of the Listing Rules.

Any Share underlying an Award which is lapsed (whether voluntarily or involuntarily) in accordance with the terms of the Share Incentive Scheme shall not be counted for purposes of calculating the Scheme Mandate Limit.

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6. Grant of Awards

Grant of Options

On and subject to the terms of the Share Incentive Scheme, the Board and/or the Administrative Committee (as the case may be) shall be entitled from time to time during the term of the Share Incentive Scheme to grant Options to any Selected Participant. An Option may be granted on such terms and conditions (such as by linking the vesting of the Option to the attainment or performance of milestones or targets by any member of the Group or the Selected Participant) as the Board and/or Administrative Committee may determine, and shall take into account various factors, including without limitation, the financial results of the Company and/or the Group, the achievement of key milestones in the Company and/or the Group’s business or product development, and the year-end performance appraisal of the Selected Participants, provided that such terms and conditions shall be consistent with any other terms and conditions of the Share Incentive Scheme.

The Exercise Price shall be the price determined in accordance with term 9 and notified to any Selected Participant by the Board or the Administrative Committee (subject to any adjustments under the Share Incentive Scheme), and in no event shall it be lower than prescribed under the Listing Rules of the Stock Exchange.

No consideration is payable by a Selected Participant to the Company for acceptance of the Option under the Share Incentive Scheme.

Grant of RSUs

On and subject to the terms of the Share Incentive Scheme, the Board and/or the Administrative Committee (as the case may be) shall be entitled at any time during the term of the Share Incentive Scheme to grant RSUs to any Selected Participant. An RSU may be granted on such terms and conditions (such as by linking the vesting of the Award to the attainment or performance of milestones or targets by any member of the Group or the Selected Participant) as the Board and/or the Administrative Committee may determine, and shall take into account various factors, including without limitation, the financial results of the Company and/or the Group, the achievement of key milestones in the Company and/or the Group’s business or product development, and the year-end performance appraisal of the Selected Participants, provided that such terms and conditions shall be consistent with any other terms and conditions of the Share Incentive Scheme.

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SUMMARY OF THE SHARE INCENTIVE SCHEME

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The purchase price of the H Shares underlying the RSUs shall be determined at the sole and absolute discretion of the Board and/or Administrative Committee with reference to the current closing price of H shares, the purpose of the Share Incentive Scheme, and the characteristics of the relevant Selected Participants.

No consideration is payable by a Selected Participant to the Company for acceptance of the RSUs under the Share Incentive Scheme.

7. Restrictions on Grant

The Company shall not grant any Awards to Selected Participants pursuant to the Share Incentive Scheme, or provide any instruction in respect of the grant of Awards:

  • (i) where the Company has information that must be disclosed under Rule 13.09 of the Listing Rules or where the Company reasonably believes there is inside information which must be disclosed under Part XIVA of the SFO, until the date (included) when such inside information has been published on the websites of the Stock Exchange and the Company;

  • (ii) within the period commencing 60 days (in the case of annual results) or 30 days (in the case of results for half-year or (if any) quarterly or other interim period) immediately preceding the earlier of (a) the date of a meeting of the Board (as such date is first notified to the Stock Exchange) for the approval of the Company’s results for any year or half-year, quarterly (if any) or other interim period (whether or not required under the Listing Rules); and (b) the deadline for the Company to announce its results for any year or half-year under the Listing Rules, or quarterly (if any) or any other interim period (whether or not required under the Listing Rules), and ending on the date of the results announcement. In the event that the Company publishes any results announcement subsequent to the deadline for such results announcement under the Listing Rules (where applicable), such period shall end on the delayed publication date of the results announcement;

  • (iii) in any other circumstances where dealings by Selected Participant (including Directors) are prohibited under the Listing Rules, the SFO or any other applicable law or regulation or where the requisite approval from any applicable regulatory authorities has not been granted; or

  • (iv) in any other circumstance where grant of Awards may result in breaking the other rules of the Share Incentive Scheme or exceeding the Scheme Mandate Limit.

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8. Vesting of Awards

The vesting period shall be determined by the Board, provided that the vesting period in respect of any Award normally shall not be less than 12 months from the date of grant. However, the Board may, in its sole and absolute discretion, determine the vesting period to be less than 12 months for the Awards to be granted to the Employee Participants under the following specific circumstances:

  • (i) grants of compensatory Awards to a Selected Participant newly joined the Group to replace the share awards lost when such Selected Participant leave his/her previous employer;

  • (ii) grants of Awards to a Selected Participant whose employment with the Group is terminated due to death or disability or event of force majeure;

  • (iii) grants of Awards which are subject to the fulfilment of performance targets under the Share Incentive Scheme;

  • (iv) grants of Awards made in batches during a year due to administrative and compliance reasons;

  • (v) grants of Awards with a mixed or accelerated vesting schedule; or

  • (vi) grants of Awards with a total vesting and holding period that exceeds 12 months in aggregate.

9. Exercise of Option

The Exercise Price shall be a price determined by the Board or Administrative Committee and notified to any Selected Participants (subject to any adjustments made under the Share Incentive Scheme), and shall be at least the higher of: (i) the closing price of the H Shares as stated in the Stock Exchange’s daily quotations sheet on the date of grant, which must be a Business Day; and (ii) an amount equivalent to the average closing price of the H Shares as stated in the Stock Exchange’s daily quotations sheets for the five (5) trading days immediately preceding the Grant Date, provided that in the event of fractional prices, the Exercise Price per Share shall be rounded upwards to the nearest whole cent.

The Board and/or Administrative Committee may specify the exercise period of the Options in the grant letter, and in all circumstances all Options shall automatically lapse and expire not later than the last day of the 10-year period after the date of grant. Unless the Options have been

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SUMMARY OF THE SHARE INCENTIVE SCHEME

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cancelled or been forfeited in whole or in part, and subject to the terms of the Share Incentive Scheme, the Grantee may exercise his/her rights under the Share Incentive Scheme according to the vesting schedule set out in the relevant grant letter.

10. Performance Targets

Performance targets as determined by the Board and/or Administrative Committee may include (without limitation) (i) the financial results of the Company and/or the Group; (ii) the achievement of key milestones in the Company and/or the Group’s business or product development; and (iii) performance appraisal of the Selected Participants.

11. Lapse of Awards

Unvested Awards will lapse in the event of certain circumstances according to the terms and conditions of the Share Incentive Scheme.

Unvested Awards shall automatically lapse upon the earliest of:

  • (i) a resolution is passed for the voluntary winding-up of the Company or an order for the winding-up of the Company is made;

  • (ii) the date on which the Selected Participant ceases to be an Eligible Participant in accordance with the terms of the Share Incentive Scheme;

  • (iii) the date on which the Selected Participant commits a breach of the restrictions as set out in the paragraph headed “Transferability” below; or

  • (iv) the date on which the Board has decided that the unvested Awards shall not be vested for the Selected Participants in accordance with the rules of the Share Incentive Scheme and the terms and conditions as set out in the notice of grant.

12. Cancellation

Save for the circumstances of lapse as set out in the Share Incentive Scheme, the Board may at any time at its sole and absolute discretion cancel any Award granted but not vested or lapse.

In the event that the Board elects to cancel any Award and grant new one to the same Selected Participant, the grant of such new Awards may only be made within the available Share Incentive Scheme Limit. The Awards cancelled will be regarded as utilized for the purpose of calculating the Scheme Mandate Limit.

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13. Clawback Mechanism

Without prejudice to the forgoing terms of the Share Incentive Scheme, in the case that a Selected Participant commits a misconduct or is involved in a material misstatement in the Company’s financial statements, (i) the unvested Awards of such Selected Participant shall lapse entirely or partially or subject to further vesting conditions, and (ii) the H Shares underlying any vested Awards shall be disposed to the person(s) designated by the Company at a consideration equal to the purchase price paid by such Selected Participant, as determined by the Board at its sole and absolute discretion. The disposal under the clawback mechanism to a Director and other connected persons of the Company will be subject to compliance with Chapter 14A of the Listing Rules, including the applicable reporting, announcement, the independent non-executive Directors’ approval and/or independent Shareholders’ approval requirements under Chapter 14A. The Board and/or Administrative Committee may, at its sole and absolute discretion, determine whether a Selected Participant commits a misconduct or is involved in a material misstatement in the Company’s financial statements.

14. Transferability

Unless waived by the Stock Exchange according to the Listing Rules and with the written consent of the Board and/or Administrative Committee, any unvested Awards shall be personal to the Selected Participant. The Selected Participant shall not transfer, sell, pledge, mortgage, encumber, hedge or create any interest in favour of any other person over or in relation to any Options or RSUs or any interest or benefits therein.

15. Termination

The Share Incentive Scheme may be terminated at any time prior to the expiry of its term by the Board, provided that such termination shall not affect any subsisting rights of any Selected Participant hereunder such that the Options and RSUs already granted under the Share Incentive Scheme but not yet exercised, or in respect of which Shares have not been issued to the Selected Participants as at the time of early termination of the scheme, shall remain unaffected.

16. Share Capital

The Awards under the Share Incentive Scheme do not carry any right to vote at general meetings of the Company. Unless otherwise determined by the Board, no Selected Participants shall enjoy any of the rights of a Shareholder by virtue of the Grant pursuant to the Share Incentive Scheme, unless and until such H Shares underlying the vested Awards are actually transferred to the Selected Participants upon the vesting of RSUs and the exercising of Options.

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Selected Participants do not have any rights to any cash or non-cash income, dividends or distributions and/or the sale proceeds of non-cash and non-scrip distributions from any H Shares underlying an Award under the Share Incentive Scheme.

The new H Shares issued to the Selected Participant upon the vesting/exercising of the Award, shall rank pari passu in all aspects with other fully-paid H Shares in issue as at the date of transfer, and also be entitled to voting right, dividend, right to transfer or other rights attached to other fully-paid H Shares, including such rights arising from the liquidation of the Company.

17. Changes in Capital Structure

If the Company conducts a capitalization issue, rights issue, share consolidation or sub-division or reduction of the Company’s share capital (each an “ Adjustment Event ”), the Board may adjust the number of H Shares underlying the Awards, provided that the Selected Participant shall be entitled to receive the same percentage (rounded down to the nearest whole number) of share capital as such Selected Participant was entitled to immediately prior to such Adjustment Event. In respect of any adjustment (other than an adjustment in relation to a capitalization issue), the auditors or the independent financial adviser of the Company must confirm in writing to the Board that the adjustment complies with the relevant requirements of the Listing Rules as prescribed by the Stock Exchange from time to time. According to the applicable laws of the PRC, the issue price of a Share shall not be below the nominal value of the Shares and therefore, the H Shares shall not be issued at less than its nominal value of RMB1.00 per H Share pursuant to the exercise of the Options and vesting of RSUs in compliance with the note to rule 17.03(13) of the Listing Rules. The issue of securities as consideration in a transaction may not be regarded as a circumstance requiring adjustment.

The formulas on adjusting the number of H Shares underlying any Award granted in respect of each of the aforementioned Adjustment Events are as follows, where Q0 represents the number of Awards granted/vested before the adjustment and Q represents the adjusted number of Awards granted/vested.

a. Capitalization issue and sub-division of share capital

Q = Q0 × (1+n)

Where n represents the ratio of increase per H Share resulting from the capitalization issue or sub-division of H Shares (i.e., the number of H Shares increased per H Share upon capitalization issue or sub-division of H Shares).

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b. Rights issue

Q = Q0 × P1 × (1+n) ÷ (P1+P2×n)

Where P1 represents the closing price as at the record date of the rights issue; P2 represents the price of the rights issue; n represents the ratio of the rights issue (i.e., the ratio of the number of H Shares to be issued under the rights issue to the total share capital of the Company before the rights issue).

c. Share consolidation

Q = Q0 × n

Where n represents the ratio of consolidation of H Shares (i.e., one H Share shall be consolidated into n H Shares).

For the avoidance of doubt, subject to rule 17.03 (13) of the Listing Rules, the Exercise Price and purchase price underlying the RSUs will not be subject to adjustment where an Adjustment Event takes place.

Subject to the above principles and certification procedures, and any further or updated guidance or interpretation of the Listing Rules issued by the Stock Exchange from time to time, the Company shall follow the method of adjustment regarding the exercise as set out in Appendix 1 to the Frequently Asked Questions FAQ13 issued by the Stock Exchange.

18. Alteration

The terms of the Share Incentive Scheme may be amended in any respect by the Board provided that any alterations to the terms and conditions of the Share Incentive Scheme which are of a material nature or any alterations to the provisions of the Share Incentive Scheme relating to the matters set out in Rule 17.03 of the Listing Rules to the advantage of the Selected Participants must be approved by Shareholders in general meeting.

Any change to the terms of Award granted to a Selected Participant must be approved by the Board or the Administrative Committee, the Remuneration Committee, the independent non-executive Directors and/or the Shareholders (as the case may be) if the initial grant of the Awards was approved by the Board, the Administrative Committee, the Remuneration Committee, the independent non-executive Directors and/or the Shareholders (as the case may be). This requirement does not apply where the alterations take effect automatically under the existing terms of the Share Incentive Scheme.

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Any changes to the authority of the Directors or the Administrative Committee to alter the terms of the Share Incentive Scheme must be subject to the approval of Shareholders by an ordinary resolution in general meeting.

The amended terms of the Share Incentive Scheme or the Awards shall comply with the relevant requirements of the Listing Rules (including, without limitation, Chapter 17 of the Listing Rules).

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NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING

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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 2025 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2025 first extraordinary general meeting (the “ EGM ”) 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 24, 2025 at 10:00 a.m. for the purposes of considering and, if deemed appropriate, approving the following resolutions.

ORDINARY RESOLUTION

  1. To consider and approve the grant of a mandate by the Shareholders to the Board and/or the Administrative Committee to handle matters pertaining to the Share Incentive Scheme, subject to the adoption of the Share Incentive Scheme; and

SPECIAL RESOLUTION

  1. To consider and approve the Share Incentive Scheme.

Details of the above resolutions proposed at the EGM are contained in the Circular, which is available on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.microtechmd.com).

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

Chairman of the Board

Hangzhou, the PRC, December 5, 2025

– EGM-1 –

NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING

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 December 5, 2025.

  • (ii) Any shareholder of the Company entitled to attend and vote at the EGM 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.

  • (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 (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 23, 2025 at 10:00 a.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 EGM 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 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.

  • (vii) For the purpose of determining the H shareholders of the Company entitled to attend and vote at the EGM, the register of members of H shares of the Company will be closed from Friday, December 19, 2025 to Wednesday, December 24, 2025 (both days inclusive). The record date for determining the entitlement of the Shareholders to attend and vote at the EGM will be December 24, 2025.

  • (viii) Shareholders shall produce their identity documents and supporting documents in respect of the shares of the Company held when attending the EGM. If corporate Shareholders appoint authorised 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 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 EGM.

  • (ix) Shareholders attending the EGM shall be responsible for their own travel and accommodation expenses.

  • (x) All resolutions at the EGM 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 EGM, 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).

– EGM-2 –