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MicroTech Medical (Hangzhou) Co., Ltd. Proxy Solicitation & Information Statement 2025
50466_rns_2025-05-07_069947e8-ab83-43c7-bf4e-49c838274f0a.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 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 circular.
微泰医疗
MICROTECH MEDICAL
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) 2024 ANNUAL REPORT AND
AUDITED FINANCIAL STATEMENTS FOR 2024;
(2) WORK REPORT OF THE BOARD OF DIRECTORS FOR 2024;
(3) WORK REPORT OF THE SUPERVISORY COMMITTEE FOR 2024;
(4) FINAL ACCOUNT REPORT FOR 2024;
(5) PROPOSED 2024 PROFIT DISTRIBUTION PLAN;
(6) WORK REPORT OF THE INDEPENDENT
NON-EXECUTIVE DIRECTORS FOR 2024;
(7) PROPOSED RE-APPOINTMENT OF THE AUDITOR FOR 2025;
(8) PROPOSED REDUCTION OF THE REGISTERED CAPITAL;
(9) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;
(10) GENERAL MANDATE TO ISSUE SHARES;
(11) GENERAL MANDATE TO REPURCHASE H SHARES; AND
(12) NOTICE OF THE ANNUAL GENERAL MEETING OF 2024
The AGM of the Company will be convened at Business Conference Room, 3rd Floor, MicroTech Medical Administration Building, No. 108 Liuze Street, Cangqian Street, Yuhang District, Hangzhou, Zhejiang, China on Wednesday, May 28, 2025 at 2:30 p.m. notices of which are set out on pages 31 to 33 of this circular. The proxy form for use at the AGM are enclosed herein, which were also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.microtechmd.com).
Whether or not you are able to attend the AGM, please complete and sign the enclosed form of proxy for use at the AGM in accordance with the instructions printed thereon and return it to the H Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 24 hours before the time appointed for the AGM (i.e. not later than Tuesday, May 27, 2025 at 2:30 p.m (Hong Kong time) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the AGM if they 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.
This circular together with the form of proxy are also published on the websites of Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.microtechmd.com). References to time and dates in this circular are to Hong Kong time and dates.
May 7, 2025
CONTENTS
Page
SPECIAL ARRANGEMENTS FOR THE AGM. ii
DEFINITIONS. 1
LETTER FROM THE BOARD
I. INTRODUCTION. 5
II. MATTERS TO BE RESOLVED AT THE AGM. 5
III. AGM. 15
IV. CLOSURE OF REGISTER OF MEMBERS. 15
V. VOTING BY POLL. 15
VI. RECOMMENDATIONS. 16
VII. RESPONSIBILITY STATEMENT. 16
APPENDIX I — EXPLANATORY STATEMENT. 17
APPENDIX II — WORK REPORT OF THE SUPERVISORY COMMITTEE FOR 2024. 22
APPENDIX III — FINAL ACCOUNT REPORT FOR 2024. 24
APPENDIX IV — PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION. 25
APPENDIX V — WORK REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS FOR 2024. 26
NOTICE OF THE ANNUAL GENERAL MEETING OF 2024. 31
SPECIAL ARRANGEMENTS FOR THE AGM
Shareholders will be able to view and listen to the AGM through a live webcast on a computer, tablet or any browser enabled device. Shareholders who attend the AGM online will not be counted to the quorum of the AGM. Shareholders will need to complete the following steps to be able to access the live webcast of the AGM of the Company:
ACCESSING PROCEEDINGS OF THE AGM BY TENCENT MEETING/VOOV MEETING
For Shareholders who would like to view and listen to the AGM live webcast, you will need to register by sending an email to both [email protected] and [email protected] providing personal particulars as follows:
(a) full name (with relevant identification documents);
(b) registered address;
(c) number of Shares held (with relevant supporting documents);
(d) contact telephone number; and
(e) email address,
no later than 2:30 p.m on May 26, 2025 (being not less than forty-eight (48) hours before the time appointed for holding the AGM) to enable the Company to verify the Shareholders' identity. Authenticated Shareholders will receive an email confirmation no later than 2:30 p.m on May 27, 2025 which contains a link to join the live webcast of the AGM.
Please keep the link in safe custody for use at the AGM and do not disclose them to anyone else. Neither the Company nor its agents assume any obligation or liability whatsoever in connection with the transmission of the link.
VOTE BY APPOINTING A PROXY
All resolutions at the AGM will be decided on a poll. Shareholders who wish to vote are strongly encouraged to appoint the chairman of the AGM as their proxy to vote on the relevant resolution(s) at the AGM by completing and returning the proxy form in accordance with the instructions therein by a time not less than 24 hours before the time appointed for the AGM (i.e. 2:30 p.m on Tuesday, May 27, 2025), if they have not already done so. Alternatively, Shareholders may attend the AGM and vote in person.
SPECIAL ARRANGEMENTS FOR THE AGM
The proxy form can be downloaded from the section of “Investor Relations” of the Company’s website (www.microtechmd.com) or the website of the Stock Exchange (www.hkexnews.hk). If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of a proxy.
QUESTIONS FROM SHAREHOLDERS
Shareholders may submit any questions they may have in advance in relation to any resolution set out in the notice of AGM by 2:30 p.m on May 26, 2025 (being not less than forty-eight (48) hours before the date appointed for holding the AGM) via email to both [email protected] and [email protected] providing personal particulars as follows for verification purposes:
(a) full name (with relevant identification documents);
(b) registered address;
(c) number of Shares held (with relevant supporting documents);
(d) contact telephone number; and
(e) email address.
VENUE OF THE AGM
The AGM will be held at Business Conference Room, 3rd Floor, MicroTech Medical Administration Building, No. 108 Liuze Street, Cangqian Street, Yuhang District, Hangzhou, Zhejiang, China.
CHANGES TO ARRANGEMENTS
Should any changes be made to the arrangements of the AGM, we will notify Shareholders via an announcement posted on the Company’s website (www.microtechmd.com) and the website of the Stock Exchange (www.hkexnews.hk).
If Shareholders have any questions relating to the AGM, please contact the Company’s H Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.
- iii -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
“2024 Profit Distribution Plan” the profit distribution plan of the Company for the year ended December 31, 2024
“Amended Articles of Association” the version incorporating all the Proposed Amendments to the Articles of Association
“Annual General Meeting” or “AGM” the annual general meeting of the Company to 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, May 28, 2025 at 2:30 p.m, to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 31 to 33 of this circular, or any adjournment thereof
“Articles of Association” the articles of association of the Company currently in force
“Board” or “Board of Directors” the board of directors of the Company
“Company” or “Issuer” 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 Hong Kong Stock Exchange
“Director(s)” the director(s) of the Company
“Domestic Share(s)” ordinary share(s) issued by the Company, with a nominal value of RMB1.0 each, which are subscribed for or credited as paid in Renminbi
“Employee(s)” any employee(s) (including without limitation any executive Director) of any member of the Group
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DEFINITIONS
| “General Mandate” | the general mandate granted or to be granted by the Shareholders at general meetings or by way of written resolution(s) (as the case may be) from time to time |
|---|---|
| “H Shareholder(s)” | holder(s) of H Shares |
| “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 Hong Kong Stock Exchange |
| “H Share Registrar” | Tricor Investor Services Limited, the H Share registrar of the Company |
| “HK$” or “HK dollars” | Hong Kong dollars, the lawful currency of Hong Kong |
| “Hong Kong” | the Hong Kong Special Administrative Region of the People’s Republic of China |
| “Hong Kong Stock Exchange” or “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Issue Mandate” | the general and unconditional mandate proposed to be granted to the Directors at the AGM to allot, issue or otherwise deal with new Shares (including any sale or transfer of treasury Shares out of treasury) not exceeding 20% of the total number of shares of the respective classes of Shares in issue (excluding treasury Shares) as at the date of passing the relevant resolution approving such mandate |
| “Latest Practicable Date” | April 29, 2025, being the latest practicable date for the purpose of ascertaining certain information contained herein |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time |
| “PRC” | the People’s Republic of China which, for the purpose of this circular, excludes Hong Kong, Macau Special Administrative Region and Taiwan of the PRC |
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DEFINITIONS
| “Proposed Amendments to the Articles of Association” | the proposed amendments to the Articles of Association, details of which are set forth in Appendix IV to this circular |
|---|---|
| “Repurchase Mandate” | the general and unconditional mandate proposed to be granted to the Directors at the AGM to repurchase H Shares during the relevant period not exceeding 10% of the total number of H Shares in issue (excluding any treasury Shares) as at the date of passing of the relevant resolution approving such mandate |
| “RMB” | Renminbi, the lawful currency of the PRC |
| “Share(s)” | ordinary share(s) in the issued share capital of the Company, with a nominal value of RMB1.00 each |
| “Shareholder(s)” | shareholder(s) of the Company |
| “Shareholder(s) of Unlisted Shares” | holder(s) of Unlisted Shares |
| “subsidiary(ies)” | has the meaning ascribed thereto under the Listing Rules |
| “Supervisor(s)” | member(s) of the Supervisory Committee |
| “Supervisory Committee” | the supervisory committee of the Company |
| “Takeovers Code” | the Code on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission of Hong Kong, as amended, supplemented or otherwise modified from time to time |
| “treasury Shares” | has the meaning ascribed to it under the Listing Rules |
| “Unlisted Share(s)” | unlisted ordinary share(s) issued by the Company, with a nominal value of RMB1.0 each |
| “%” | percent |
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LETTER FROM THE BOARD
微泰医疗
MICROTECH MEDICAL
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
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
Registered Office:
No. 108 Liuze Street
Cangqian Street
Yuhang District, Hangzhou
Zhejiang, China
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
May 7, 2025
To the Shareholders
Dear Sir or Madam,
(1) 2024 ANNUAL REPORT AND
AUDITED FINANCIAL STATEMENTS FOR 2024;
(2) WORK REPORT OF THE BOARD OF DIRECTORS FOR 2024;
(3) WORK REPORT OF THE SUPERVISORY COMMITTEE FOR 2024;
(4) FINAL ACCOUNT REPORT FOR 2024;
(5) PROPOSED 2024 PROFIT DISTRIBUTION PLAN;
(6) WORK REPORT OF THE INDEPENDENT
NON-EXECUTIVE DIRECTORS FOR 2024;
(7) PROPOSED RE-APPOINTMENT OF THE AUDITOR FOR 2025;
(8) PROPOSED REDUCTION OF THE REGISTERED CAPITAL;
(9) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;
(10) GENERAL MANDATE TO ISSUE SHARES;
(11) GENERAL MANDATE TO REPURCHASE H SHARES; AND
(12) NOTICE OF THE ANNUAL GENERAL MEETING OF 2024
LETTER FROM THE BOARD
I. INTRODUCTION
The AGM 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, May 28, 2025 at 2:30 p.m, the notice of which is set out on pages 31 to 33 of this circular.
The purpose of this circular is to provide you with the information of certain resolutions to be considered at the AGM, so as to enable you to make an informed decision as to whether voting in favor of or against such resolutions.
II. MATTERS TO BE RESOLVED AT THE AGM
Resolutions to be proposed at the AGM for the Shareholders' consideration and approval by way of ordinary resolutions include: (1) the 2024 annual report and audited financial statements for 2024; (2) the work report of the Board of Directors for 2024; (3) the work report of the Supervisory Committee for 2024; (4) the final account report for 2024; (5) the proposed 2024 Profit Distribution Plan; and (6) the proposed re-appointment of the auditor for 2025 and the authorization to the Board of Directors to fix the remuneration of the auditor.
Resolutions to be proposed at the AGM for the Shareholders' consideration and approval by way of special resolutions include: (7) the proposed reduction of the registered capital; (8) the Proposed Amendments to the Articles of Association; (9) general mandate to issue Shares; and (10) general mandate to repurchase H Shares.
Proposal to be proposed at the AGM for the Shareholders' review which is not subject to resolution by the Shareholders includes: (11) the work report of the independent non-executive Directors for 2024.
Details of the matters to be resolved at the AGM are set out in the notice of the AGM on pages 31 to 33 of this circular. To enable you to get a better understanding of the resolutions to be proposed at the AGM and make informed decisions with sufficient and necessary information, we have provided particulars thereon in this circular and the accompanying appendices.
LETTER FROM THE BOARD
ORDINARY RESOLUTIONS
(1) 2024 ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR 2024
The 2024 annual report has been considered and approved by the Board on March 28, 2025, and is hereby proposed at the AGM for consideration. The annual report has been published on the websites of Hong Kong Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.microtechmd.com).
(2) WORK REPORT OF THE BOARD OF DIRECTORS FOR 2024
An ordinary resolution will be proposed at the AGM to consider and approve the work report of the Board for 2024, the full text of which shall be set out in the 2024 annual report.
(3) WORK REPORT OF THE SUPERVISORY COMMITTEE FOR 2024
The work report of the Supervisory Committee for 2024, as set out in Appendix II to this circular, has been considered and approved by the Board on March 28, 2025, and is hereby proposed at the AGM for consideration.
(4) FINAL ACCOUNT REPORT FOR 2024
The final account report for 2024, as set out in Appendix III to this circular, has been considered and approved by the Board on March 28, 2025, and is hereby proposed at the AGM for consideration.
(5) PROPOSED 2024 PROFIT DISTRIBUTION PLAN
Based on the consolidated operating results, financial position and future development of the Company, the Board recommended not to distribute the final dividend for 2024.
The above profit distribution plan for 2024 has been considered and approved by the Board on March 28, 2025, and is hereby proposed at the AGM.
LETTER FROM THE BOARD
(6) PROPOSED RE-APPOINTMENT OF THE AUDITOR FOR 2025 AND THE AUTHORIZATION TO THE BOARD OF DIRECTORS TO FIX THE REMUNERATION OF THE AUDITOR
In line with the requirements of the Articles of Association and the auditing tasks of the Company, the Company proposes to re-appoint Pan-China Certified Public Accountants LLP to be the auditor of the Company for 2025 with a term of one year. The Company confirmed to pay Pan-China Certified Public Accountants LLP an audit fee of RMB641.51 thousands (including audit fees incurred by each subsidiary) for their services rendered in 2024 and it will be proposed at the AGM to authorize the Board or person(s) authorized by the Board to determine the remuneration of Pan-China Certified Public Accountants LLP as auditor of the Company for 2024. The resolution in relation to re-appointment of auditor for 2025 and their remuneration for 2024 has been considered and approved by the Board on March 28, 2025, and is hereby proposed at the AGM for consideration.
SPECIAL RESOLUTIONS
(7) PROPOSED REDUCTION OF THE REGISTERED CAPITAL
In order to further safeguard the interests of Shareholders, in light of the market situation and the actual situation of the Company, in accordance with the Company Law of the PRC, the Listing Rules and other relevant regulations, the Board of Directors intends to cancel all the 60,000 Shares deposited in the special securities account for repurchase and reduce the registered capital accordingly. After the completion of the cancellation, the issued share capital of the Company will be changed from 421,138,000 Shares to 421,078,000 Shares, and the H share capital will be changed from 169,235,842 Shares to 169,175,842 Shares, and the registered capital of the Company will be changed from RMB421,138,000 to RMB421,078,000 accordingly. The cancellation of repurchase of Shares are subject to the Shareholders' approval by way of special resolution at the AGM, and there is uncertainty. The details are set out below:
A. Share repurchase plan and implementation status
The Company held the 16th meeting of its first session of the Board of Directors on October 15, 2023, and approved the proposal on the repurchase of Shares. It was agreed that the Company would use no more than HKD150 million to repurchase no more than 17.384044 million H Shares at a price not exceeding 5% of the average closing price of the 5 trading days prior to each repurchase date. The repurchased H Shares would be deregistered in accordance with the provisions of the Company Law of the PRC, and the registered capital of the Company would be reduced accordingly.
LETTER FROM THE BOARD
The Company repurchased a total of 60,000 Shares on March 28, 2024 and April 9, 2024.
B. The reason and content of the cancellation and repurchase of Shares
According to the Company Law of the PRC and the Company's share repurchase plan, the H Shares repurchased by the Company will be deregistered in accordance with the provisions of the Company Law of the PRC, and the registered capital of the Company will be reduced accordingly. Taking into account the overall business strategy of the Company, in order to protect the interests of the majority of Shareholders and improve shareholder investment returns, the Company plans to cancel the 60,000 Shares held in its dedicated securities account and reduce its registered capital accordingly.
C. Changes in share capital structure after the completion of the Share cancellation
| Nature of Shares | Shares before the change Quantity (Shares) | The proposed cancellation of Shares Quantity (Shares) | Shares after the change Quantity (Shares) |
|---|---|---|---|
| Unlisted Shares | 251,902,158 | — | 251,902,158 |
| H Shares | 169,235,842 | 60,000 | 169,175,842 |
| Total Share Capital | 421,138,000 | 60,000 | 421,078,000 |
Note: This table is the preliminary calculation result of the Company. The share capital structure after this deregistration is subject to the final processing result.
D. The impact of the cancellation of Shares and the reduction of registered capital on the Company
The cancellation and repurchase of Shares is a decision made based on the actual situation of the Company. After the completion of share cancellation, the distribution of the Company's Shares still meets the listing conditions, will not affect the Company's listing status, and will not have a substantial impact on the Company's financial condition and operating results.
LETTER FROM THE BOARD
(8) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
As the Company intends to cancel a total of 60,000 H Shares repurchased from the open market on March 28, 2024, and April 9, 2024, and to reduce the Company’s registered capital from RMB421,138,000 to RMB421,078,000, the Board has proposed the Proposed Amendments to the Articles of Association.
The details of the Proposed Amendments to the Articles of Association are set out in Appendix IV to this circular. In the event of any discrepancy between the English translation and the Chinese version, the Chinese version shall prevail.
The Proposed Amendments to the Articles of Association are subject to the Shareholders’ approval by way of a special resolution at the AGM.
(9) GENERAL MANDATE TO ISSUE SHARES
In accordance with the requirements of relevant laws, regulations, the Listing Rules and other normative documents, and based on the practices of the capital market, it is proposed at the AGM to grant the Board a general mandate to issue Shares, to allot, issue or otherwise deal with additional Unlisted Shares and the H Shares of not more than 20% of the respective total issued number of the Unlisted Shares and the H Shares (excluding treasury Shares), and authorize the Board to make corresponding amendments to the Articles of Association as it deems appropriate to reflect the capital structure of the Company as a result of the additional Shares allotted or issued under such mandate. Details are as follows:
A. Subject of mandate
The specific scope of the mandate includes but not limited to:
(a) granting of a general mandate to the Board, subject to market conditions and the needs of the Company, separately or concurrently issue, allot and deal with additional Unlisted Shares and/or H Shares during the Relevant Period (as defined below), and each of the number of the Unlisted Shares and/or H Shares to be allotted or agreed conditionally or unconditionally to be allotted by the Board shall not exceed 20% of the respective number of Unlisted Shares and/or H Shares in issue (excluding treasury Shares) on the date of passing of such resolution at the AGM (including but not limited to ordinary shares, preference shares, securities convertible into Shares, options and warrants or similar right which may subscribe for any Share or above convertible securities or any sale or transfer of treasury Shares), and decide to
LETTER FROM THE BOARD
make or grant offers for sale, offers, agreements, share options, power to exchange for or convert into Shares or other powers as required or may be required to allot Shares. Notwithstanding the Issue Mandate as set out above, provided that the allotment of Shares will effectively alter the control of the Company, the Board is required to obtain prior authorization at a general meeting by way of a special resolution to allot such Shares;
(b) the Board be authorized to formulate and implement detailed issuance plan in the exercise of the above-mentioned Issue Mandate, including but not limited to the class of new shares to be issued, pricing mechanism and/or issuance/conversion/exercise price (including price range), form of issuance, number of shares to be issued, allottees and use of proceeds, time of issuance, period of issuance and whether to allot shares to existing Shareholders;
(c) the Board be authorized to engage professional advisers for matters related to the issuance, and to approve and execute all acts, deeds, documents and other related matters which are necessary, appropriate or advisable for share issuance; to approve and execute, on behalf of the Company, agreements related to the issuance, including but not limited to underwriting agreements, placing agreements, engagement agreements of professional advisers;
(d) the Board be authorized to approve and execute, on behalf of the Company, documents in connection with the issuance of Shares to be submitted to relevant regulatory authorities, to carry out relevant approval procedures required by regulatory authorities and place where the Company is listed, and to complete all necessary filings, registrations and records procedures with the relevant government authorities of the PRC, Hong Kong and/or any other regions and jurisdictions (if applicable);
(e) the Board be authorized to amend, as required by regulatory authorities within or outside the PRC, the related agreements and statutory documents; and
(f) the Board be authorized to increase the registered capital of the Company after the issuance and to make corresponding amendments to the Articles of Association relating to share capital and shareholdings, etc., and to authorize the operating management of the Company to carry out the relevant procedures.
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LETTER FROM THE BOARD
B. Term of the mandate
Except that the Board may make or grant offers, agreements, options during the Relevant Period (as defined below) in relation to the issuance of Shares, which might require further promotion or implementation after the end of the Relevant Period, the exercise of the Issue Mandate shall be within the Relevant Period.
The "Relevant Period" represents the period from the approval of the resolution as a special resolution at the AGM until the earliest of:
(a) conclusion of the next annual general meeting of the Company;
(b) expiration of the 12-month period from the date on which the resolution is approved at the AGM;
(c) the revocation or variation of the Issue Mandate under the resolution by a special resolution at any general meeting of the Company.
The Board may only exercise the issuance plan in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Listing Rules or all applicable laws, regulations and provisions of any other governments or regulatory authorities, and subject to obtaining approvals from the relevant government agencies.
LETTER FROM THE BOARD
(10) GENERAL MANDATE TO REPURCHASE H SHARES
In accordance with the requirements of relevant laws, regulations, the Listing Rules and other normative documents, in order to provide flexibility to the Directors in any event that it becomes desirable to repurchase H Shares, it is proposed at the AGM to grant the Board a general mandate to repurchase H Shares issued on the Stock Exchange with an aggregate nominal value of not exceeding 10% of the aggregate nominal value of H Shares in issue (excluding treasury Shares) and to authorize the Board to do all such deeds, acts, matters and business necessary or desirable for the purpose of or in connection with the exercise of the general mandate to repurchase H Shares. Details are as set out below:
A. Subject of the mandate
The specific scope of the mandate includes but not limited to:
(a) granting of a conditional general mandate to the Board to repurchase H Shares in issue at the Stock Exchange in accordance with market conditions and needs of the Company, provided that the number of repurchased H Shares shall not exceed 10% of the total number of H Shares in issue (excluding treasury Shares) on the date of passing the special resolution at the AGM;
(b) the Board be authorized to do all such deeds, acts, matters and business necessary or desirable for the purpose of or in connection with the exercise of the general mandate to repurchase H Shares, including but not limited to amendments to the Articles of Association and the cancellation of the repurchased H Shares after such general mandate has been exercised.
The Company Law of the PRC (to which the Company is subject) provides that a joint stock limited company incorporated in the PRC may not repurchase its shares unless such repurchase is effected for, among others, (a) reducing its share capital; (b) a merger with another entity that holds the shares of the Company; (c) granting shares for the employee stock ownership plan or share incentive; (d) the repurchase is made at the request of its shareholders who disagree with shareholders' resolutions in connection with merger or division of the company; (e) the repurchased shares are used for the corporate bonds convertible into shares of the listed company; or (f) the repurchase is necessary for maintaining the value of the listed company and the interests of its shareholders. The Articles of Association provide that, subject to obtaining the approval of the relevant regulatory authorities and complying with the Articles of Association, share repurchase may be effected by the Company for the reduction of its share capital, a merger between itself and another entity that holds its shares, the employee stock
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LETTER FROM THE BOARD
ownership plan or share incentive, the request of its shareholders who disagree with shareholders' resolutions in connection with merger or division of the company, the conversion of convertible corporate bonds issued by the listed company, maintenance of the value of the company and the interests of its shareholders, or in circumstances permitted by law or administrative regulations.
The Listing Rules permit shareholders of a PRC joint stock limited company to grant a general mandate to the Board to repurchase H shares of such company that is listed on the Stock Exchange. Such Repurchase Mandate is required to be given by way of a special resolution passed by shareholders at the AGM.
As the H Shares are traded on the Stock Exchange in Hong Kong Dollars and the price payable by the Company for any repurchase of H Shares will, therefore, be paid in Hong Kong Dollars, the approvals of the State Administration of Foreign Exchange of the PRC ("SAFE") and other relevant government authorities are required for any repurchase of H Shares.
In accordance with the requirements of the Articles of Association applicable to capital reduction, if the Company reduces its registered capital, a balance sheet and an inventory of assets should be prepared. Prior to exercising the Repurchase Mandate, the Company will have to notify its creditors in writing of the passing of such special resolutions and the possible reduction of the registered capital of the Company. The Company shall notify its creditors within 10 days after the passing of such special resolutions and also by way of publication of announcement in newspaper within 30 days after the passing of such special resolutions. Creditors then have a period of up to 30 days after the Company's written notification or if no such notification has been received, up to 45 days after the first publication of the newspaper announcement to require the Company to repay amounts due to them or to provide guarantees in respect of such amounts.
B. Conditions precedent
The repurchase is conditional upon satisfaction of each of the following condition:
(a) the special resolution regarding the grant of the Repurchase Mandate having been approved at the AGM;
(b) the Company having obtained the approval from and/or filed to the SAFE (or its successor authority) and/or any other regulatory authorities (if applicable) as may be stipulated under the PRC laws, rules and regulations; and
- 13 -
LETTER FROM THE BOARD
(c) the Company has not being required by any of its creditors to repay or to provide guarantee in respect of any amount due to any of them (or if the Company is so required by any of its creditors, the Company having, in its absolute discretion, repaid or provided guarantee in respect of such amount) pursuant to the provisions of the Articles of Association. If the Company determines to repay any amount to any of its creditors in circumstances described under conditions above, it expects to do so out of its internal resources. The Board will not exercise the Repurchase Mandate if the abovementioned conditions are not satisfied.
C. Term of the mandate
The term of the Repurchase Mandate shall commence from consideration and approval at the AGM until the following dates (whichever is earlier):
(a) the conclusion of the next annual general meeting of the Company of which time it shall lapse unless, by special resolutions passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; or
(b) the revocation or variation of the Repurchase Mandate under the resolution by a special resolution at the next general meeting of the Company.
An explanatory statement containing all the information relating to the Repurchase Mandate is set out in Appendix I to this circular, which provides you with information reasonably required to make an informed decision as to whether voting in favor of or against the resolution regarding the grant of the Repurchase Mandate to the Board.
AS REPORTING DOCUMENT
(11) WORK REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS FOR 2024
The work report of the independent non-executive Directors for 2024, as set out in Appendix V to this circular, has been reviewed by the Board on March 28, 2025, and is hereby proposed at the AGM for review by the Shareholders, which is not subject to resolution.
LETTER FROM THE BOARD
III. AGM
The notice convening the AGM at Business Conference Room, 3rd Floor, MicroTech Medical Administration Building, No. 108 Liuze Street, Cangqian Street, Yuhang District, Hangzhou, Zhejiang, China on Wednesday, May 28, 2025 at 2:30 p.m is set out on pages 31 to 33 in this circular.
The proxy form for use at the AGM is enclosed in this circular and published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.microtechmd.com).
If you intend to attend the AGM by proxy, you are required to return the duly completed accompanying proxy form according to the instructions printed thereon. Shareholders who intend to attend the AGM by proxy are required to duly complete the proxy form and return the same to 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 AGM (i.e. not later than May 27, 2025 at 2:30 p.m), or any adjourned meeting thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM.
IV. CLOSURE OF REGISTER OF MEMBERS
The register of members of H Shares has been scheduled to close from Friday, May 23, 2025 to Wednesday, May 28, 2025, both days inclusive, during which period no transfer of H Shares will be registered, in order to determine the holders of the H Shares who are entitled to attend and vote at the forthcoming AGM. To be eligible to attend and vote at the AGM, 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, May 22, 2025 for registration.
V. VOTING BY POLL
All resolutions to be proposed at the AGM will be decided by way of poll. The Company shall publish an announcement in respect of the poll results of the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.
To the best of the Directors' knowledge, information and belief, save as otherwise disclosed in this circular, no other Shareholders are required to abstain from voting at the AGM.
LETTER FROM THE BOARD
VI. RECOMMENDATIONS
The Directors consider that all resolutions set out in the notice of Annual General Meeting 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 AGM.
VII. RESPONSIBILITY STATEMENT
This circular for which the Directors collectively and individually accept full responsibility, provides information in relation to the Company in compliance with the Listing Rules. 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 any statement herein or this circular misleading.
Yours faithfully,
By order of the Board
MicroTech Medical (Hangzhou) Co., Ltd.
Zheng Pan
Chairman of the Board
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APPENDIX I
EXPLANATORY STATEMENT
The following is an explanatory statement, as required by the Listing Rules, to provide you with the requisite information for your consideration to vote for or against the special resolution to be proposed at the AGM in relation to the Repurchase Mandate.
I. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 169,235,842 H Shares (including 60,000 H Shares repurchased on the Stock Exchange which had not been cancelled as of the Latest Practicable Date and 2,552,200 treasury Shares held by the Company as of the Latest Practicable Date), 208,205,474 Domestic Shares and 43,696,684 Unlisted Foreign Shares with a nominal value of RMB1.00 each. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the AGM, a maximum of 16,668,364 H Shares which represent the Company may repurchase pursuant to the Repurchase Mandate 10% of the total number of H Shares in issue (excluding 2,552,200 treasury Shares held by the Company as of the Latest Practicable Date) as at the date of passing of the relevant resolution at the AGM.
II. REASONS AND FUNDING OF THE REPURCHASE OF SHARES
The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase its H Shares on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.
Repurchases of Shares will be financed out of funds legally available for the purpose and in accordance with the Articles of Association, the Listing Rules and the applicable PRC laws and regulations. The amount of premium payable on repurchase may only be paid out of either the profits of the Company or out of the share premium account before or at the time the Shares are repurchased in the manner provided for under the PRC laws.
The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and the Shareholders as a whole. The Directors consider that if the Repurchase Mandate were to be exercised in full at the current prevailing market value, it may not have a material adverse impact on the working capital and the gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at December 31, 2024, being the date to which the latest published audited consolidated financial statements of the Company were made up. The number of H Shares
APPENDIX I
EXPLANATORY STATEMENT
to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining and in the best interest of the Company.
III. GENERAL
To the best of their knowledge and belief, having made all reasonable enquiries, none of the Directors or any of their close associates (as defined in the Listing Rules), currently intends to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders and is exercised.
The Directors have undertaken that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable PRC laws and regulations.
The Company may cancel such repurchased Shares or hold them as treasury Shares (subject to the relevant Listing Rules relating to treasury Shares coming into effect), subject to market conditions and the Group's capital management needs at the relevant time of the repurchases. The treasury Shares held by the Company may be canceled, used as incentives to its employees or resold/transferred for such purposes subject to, for example, market conditions and the capital management needs of the Company and in compliance with the Listing Rules and applicable laws and regulations.
For any treasury Shares deposited with Central Clearing and Settlement System ("CCASS") pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings of the Company for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the treasury Shares from CCASS, and either re-register them in its own name as treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury Shares.
The Company confirms that neither the explanatory statement nor the Repurchase Mandate has unusual features.
No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is granted by the Shareholders at the AGM.
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APPENDIX I
EXPLANATORY STATEMENT
IV. TAKEOVERS CODE
If as a result of a repurchase of Shares by the Company pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase of the Shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code. Save as disclosed above, the Directors are not aware of any consequences which would arise under the Takeover Codes as a result of any repurchase of Shares pursuant to the Repurchase Mandate.
The Directors have no intention to exercise the Repurchase Mandate to such an extent that would result in the number of Shares in the hands of the public falling below the prescribed minimum percentage of 25% as required under the Listing Rules.
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APPENDIX I
EXPLANATORY STATEMENT
V. SHARE REPURCHASE MADE BY THE COMPANY
The Company had purchased its H Shares on the Stock Exchange during six months immediately preceding the Latest Practicable Date, the details of which were as follows:
| Date | Number of Shares repurchased | Price per Share | |
|---|---|---|---|
| Highest price HK$ | Lowest price HK$ | ||
| November 21, 2024 | 41,300 | 4.46 | 4.34 |
| November 22, 2024 | 34,000 | 4.40 | 4.36 |
| December 9, 2024 | 56,000 | 4.50 | 4.49 |
| December 11, 2024 | 18,000 | 4.50 | 4.50 |
| December 12, 2024 | 89,800 | 4.60 | 4.58 |
| December 17, 2024 | 11,900 | 4.95 | 4.95 |
| December 18, 2024 | 25,600 | 5.20 | 5.00 |
| December 20, 2024 | 53,700 | 5.48 | 5.25 |
| December 24, 2024 | 22,300 | 5.80 | 5.72 |
| December 30, 2024 | 160,000 | 6.00 | 5.90 |
| December 31, 2024 | 609,000 | 6.08 | 5.82 |
| January 2, 2025 | 36,100 | 5.96 | 5.81 |
| January 6, 2025 | 11,400 | 5.96 | 5.69 |
| January 7, 2025 | 12,900 | 5.69 | 5.58 |
| January 9, 2025 | 17,400 | 5.55 | 5.34 |
| January 10, 2025 | 60,100 | 5.55 | 5.20 |
| January 16, 2025 | 25,500 | 5.50 | 5.32 |
| January 20, 2025 | 37,200 | 5.36 | 5.14 |
| January 21, 2025 | 18,300 | 5.33 | 5.23 |
| January 22, 2025 | 36,500 | 5.19 | 5.05 |
| January 23, 2025 | 34,400 | 5.08 | 4.85 |
| January 24, 2025 | 15,100 | 5.35 | 4.88 |
| January 27, 2025 | 75,900 | 5.02 | 4.20 |
| February 3, 2025 | 18,500 | 5.42 | 5.00 |
| February 4, 2025 | 27,700 | 5.19 | 4.87 |
| February 13, 2025 | 29,000 | 4.96 | 4.68 |
| 1,577,600 |
APPENDIX I
EXPLANATORY STATEMENT
VI. SHARE PRICES
The highest and lowest traded prices for the Shares recorded on the Stock Exchange during the twelve months immediately preceding the Latest Practicable Date were as follows:
| Month | Highest traded prices
HK$ | Lowest traded prices
HK$ |
| --- | --- | --- |
| 2024 | | |
| April | 4.55 | 3.88 |
| May | 4.40 | 3.60 |
| June | 4.03 | 3.12 |
| July | 3.94 | 3.49 |
| August | 3.85 | 3.62 |
| September | 4.24 | 3.31 |
| October | 4.65 | 4.00 |
| November | 4.78 | 4.20 |
| December | 6.10 | 4.34 |
| 2025 | | |
| January | 6.08 | 4.00 |
| February | 5.68 | 4.11 |
| March | 6.88 | 4.66 |
| April (up to the Latest Practicable Date) | 6.92 | 5.80 |
APPENDIX II WORK REPORT OF THE SUPERVISORY COMMITTEE FOR 2024
With the collaborative effort from all Supervisors, the Supervisory Committee conscientiously performed the duties and responsibilities granted by relevant laws and regulations, actively and effectively carried out the work, supervised the lawful operation of the Company and the performance of duties by the Directors and senior management of the Company, and safeguarded the legitimate rights and interests of the Company as well as its Shareholders in the spirit of being responsible to all Shareholders pursuant to the laws and regulations such as the Company Law of the People's Republic of China (the "Company Law"), and the provisions of the Articles of Association and the Rules of Procedures for Meeting of the Supervisory Committee.
The Supervisory Committee's duties for 2024 and work plan for 2025 are hereby reported as follows:
I. DUTIES OF SUPERVISORY COMMITTEE
In 2024, the Supervisory Committee has convened and held 4 meetings pursuant to the laws. The procedures for notifying, convening and voting at the meetings were in compliance with the requirements of the Company Law and relevant laws and regulations as well as the Articles of Association and the Rules of Procedures for Meeting of the Supervisory Committee. The duties of the Supervisory Committee mainly included:
- Attend general meetings of the Company to understand the operation of the general meetings;
- Attend the meetings of the Board to understand the operation of the Board;
- Review the financial reports of the Company and the audit reports submitted by the accounting firm; and
- Supervise the lawful operation of the Company and internal control.
II. OPINIONS OF THE SUPERVISORY COMMITTEE FOR 2024
(i) Lawful Operation
The Board and senior management of the Company operated in strict compliance with the relevant provisions of the Company Law and the Articles of Association, diligently and responsibly performed their duties with a scientific and reasonable decision-making process, and earnestly implemented each resolution of the general meetings of the Company. The Supervisory Committee was not aware of any illegal act or acts against the interests of the Company.
APPENDIX II WORK REPORT OF THE SUPERVISORY COMMITTEE FOR 2024
(ii) Financial Position of the Company
The Supervisory Committee has reviewed and approved the audited consolidated financial report for the year ended December 31, 2024, and is of the view that the financial statements of the Company has given an objective and true view of the financial position and the operating results of the Company and do not contain false representations, misleading statements and material omissions.
(iii) Internal Control
Based on the relevant provisions of the Company Law and the Articles of Association together with its actual condition, the Company has set up its internal management and internal control system, which ensures the normal operation of the Company. The Company has a complete internal control organization which ensures that the implementation and supervision of the internal control of Company are fully effective.
(iv) Integrity and Self-discipline
The Directors and senior management of the Company are law-abiding, honest and act with integrity, and have not been found to have committed any illegal acts for their personal interests.
III. WORK PLAN FOR 2025
The Supervisory Committee will further standardize the work of the Supervisory Committee in accordance with the Company Law, Articles of Association and relevant laws and regulations, and intensify its supervision efforts to protect the rights and interests of the Company and its Shareholders:
- To attend the general meetings of the Company, to keep abreast of the operation of the general meetings and the business decisions of the Company, and to ensure the standardized operation of the Company.
- To attend meetings of the Board of Directors of the Company and to continue to actively participate in various working meetings organized by the Company, so as to keep abreast of the operation of the Board of Directors and the development of the Company's business operations and to ensure the standardized operation of the Company.
- To further strengthen the supervision and inspection of the Company's financial situation.
- To exercise supervision over the directors and senior management of the Company in respect of their compliance with the law and their diligence.
APPENDIX III
FINAL ACCOUNT REPORT FOR 2024
FINAL ACCOUNT REPORT FOR 2024
The Company has prepared the financial statements for 2024, which have been audited by Pan-China Certified Public Accountants LLP with an unqualified audit report issued thereon. The major accounting data and financial indicators for the year 2024 are reported as follows:
I. The Company recorded operating revenue of RMB345,615,000, representing an increase of 36.5% over the same period of the previous year. In specific:
(i) the continuous glucose monitoring system realized revenue of RMB180,431,000 for the year;
(ii) patch insulin pump realized revenue of RMB81,012,000 for the year;
(iii) the blood glucose monitoring system realized revenue of RMB78,551,000 for the year;
(iv) other income was RMB5,622,000.
II. The Company recorded net loss attributable to shareholders of the Company of RMB63,118,000, representing an increase of RMB61,898,000 as compared with RMB125,016,000 for the same period of the previous year.
III. As of the end of 2024, R&D expenses were RMB76,558,000, representing an increase of 9.2% as compared with RMB70,098,000 for the same period of the previous year.
IV. As of the end of 2024, cash at bank and on hand were RMB1,697,265,000, representing a decrease of 10% as compared with the end of the previous year.
V. As of the end of 2024, the Group's total assets were RMB2,146,353,000.
VI. As of the end of 2024, the Group's net assets were RMB1,974,630,000 in total.
VII. As of the end of 2024, the Group's gearing ratio was 8.0%.
APPENDIX IV PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF MICROTECH MEDICAL
| No. | Before Amendment | After Amendment (Revision) |
|---|---|---|
| Article 5 | The registered capital of the Company is RMB421,138,000. | The registered capital of the Company is RMB421,138,000 421,078,000. |
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APPENDIX V
WORK REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS FOR 2024
Work Report of the independent non-executive Directors of MicroTech Medical (Hangzhou) Co., Ltd. for 2024
Dear Directors,
As the independent non-executive Directors of MicroTech Medical (Hangzhou) Co., Ltd. (the "Company"), in 2024, in accordance with the Company Law of the PRC, the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange and the Articles of Association of MicroTech Medical (Hangzhou) Co., Ltd. and the Working Rules for Independent Non-executive Directors of MicroTech Medical (Hangzhou) Co., Ltd. and other relevant provisions, we have diligently and earnestly performed our duties as independent non-executive Directors, played the due role of independent non-executive Directors, and safeguarded the legitimate rights and interests of the Company and Shareholders. We hereby set out our work report in 2024 as follows:
- BASIC INFORMATION ABOUT INDEPENDENT NON-EXECUTIVE DIRECTORS
(1) Personal working experiences, professional background and part-time situation
Dr. Li Lihua (厲力華), was appointed as an independent non-executive Director in October 2020 and re-designated as an independent non-executive Director in April 2021. His main responsibility is to participate in the decision making of major events of the Company and to provide advice on corporate governance, audit and remuneration and evaluation of Directors, Supervisors and senior management. He serves as a member of the nomination committee and the strategy committee of the Company.
Mr. Ho Kin Cheong Kelvin (何建昌), was appointed as an independent non-executive Director on April 21, 2021, with effect from October 19, 2021. He is primarily responsible for participating in the decision making for our Company's significant events and advising on issues relating to corporate governance, audit and the remuneration and assessment of our Directors, Supervisors and senior management. He serves as a member of the audit committee and the remuneration and assessment committee of the Company.
Ms. Wang Chunfeng (王春鳳), was appointed as an independent non-executive Director of the Company in October 2020 and re-designated as an independent non-executive Director in April 2021. She is primarily responsible for participating in the decision making for our Company's significant events and advising on issues relating to corporate governance, audit and the remuneration and assessment of our Directors, Supervisors and senior management. She serves as a member of the audit committee and the remuneration and assessment committee of the Company.
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APPENDIX V
WORK REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS FOR 2024
Dr. Cheng Hua (程華), was appointed as an independent non-executive Director of the Company in December 2022. She is primarily responsible for participating in the decision making for our Company's significant events and advising on issues relating to corporate governance, audit and the remuneration and assessment of our Directors, Supervisors and senior management. She serves as a member of the nomination committee of the Company.
(2) Statement on whether the independence is affected
As independent non-executive Directors of the Company, we have the independence required by the Listing Rules, the Articles of Association and the Working System for Independent Non-executive Directors and the qualifications to serve as an independent non-executive Director of the Company, can ensure an objective and independent professional judgment, and have not been subject to any punishment by the CSRC and other relevant authorities or by any stock exchanges. Neither we nor our immediate family members hold shares in the Company and have held any positions in the Company other than independent non-executive directors; nor have relationship with the Directors, Supervisors and senior management of the Company and the shareholders and de-facto controllers holding more than 5% of the shares of the Company, nor is there any other situation affecting the independence.
2. PERFORMANCE OF DUTIES OF INDEPENDENT NON-EXECUTIVE DIRECTORS IN THE YEAR 2024
In 2024, based on the principle of prudence and objectivity, we gave full play to our respective professional roles with a diligent and responsible attitude. We carefully reviewed the meeting-related materials, actively participated in the discussion of proposals, independently expressed opinions and voted according to law when considering proposals, to give full play to the role of independent non-executive Directors. We believe that the convening and holding procedures of the Board meetings and general meetings in 2024 were in compliance with statutory requirements, and relevant approval procedures have been performed in major business decision-making matters and other major matters, which were legal and effective. On the basis of careful review, we voted in favor of all proposals of the Board and other matters of the Company, and there was no dissent, objection or waiver.
APPENDIX V
WORK REPORT OF THE INDEPENDENT
NON-EXECUTIVE DIRECTORS FOR 2024
(I) Attendance at meetings in 2024
| Name of Director | Board meetings time(s) | Attendance in person time(s) | Attendance by proxy time(s) | Absence time(s) | Failure to attend in person for two consecutive meetings | Presence at general meetings |
|---|---|---|---|---|---|---|
| Li Lihua | 4 | 4 | 0 | 0 | Nil | 1 |
| Ho Kin Cheong Kelvin | 4 | 4 | 0 | 0 | Nil | 1 |
| Wang Chunfeng | 4 | 4 | 0 | 0 | Nil | 1 |
| Cheng Hua | 4 | 4 | 0 | 0 | Nil | 1 |
(II) Independent opinions by independent non-executive Directors
As at the end of the reporting period, subject to the relevant laws, regulations and normative documents, the independent opinions issued by independent directors who shall be responsible to all shareholders and stakeholders on relevant matters of the Company are detailed in the table below:
| Date | Session | Independent Opinions on Matters |
|---|---|---|
| March 27, 2024 | The Second Meeting of the Second Session of the Board of Directors | 1. Regarding the Company’s proposed 2023 profit distribution plan |
| 2. The proposed re-appointment of the auditor for 2024 |
1. Related party transactions
The independent non-executive directors believe that the relevant related party transactions in 2024 followed the principles of equality, voluntariness, equivalence and compensation, the consideration of which did not deviate from the price offered by/to an independent third party in the market, without prejudicing the interests of non-related shareholders and the Company, and were conducive to the normal business operations of the Company.
APPENDIX V
WORK REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS FOR 2024
2. External guarantee and occupation of funds
In 2024, the Company did not provide guarantees for third parties, and there was no illegal occupation of the Company’s funds by related parties. The Company has established a sound external guarantee risk control system, which could conscientiously implement the relevant system regulations, and strictly control external guarantee risks and the risk of funds occupied by related parties.
3. Merger and reorganization
In 2024, the Company did not undertake any merger and reorganization.
4. Cash dividends and other investor returns
In 2024, the Company had no cash dividends and other investor returns.
5. Implementation of internal control
In 2024, the Company established a comparatively complete corporate governance structure and internal control system in strict compliance with the requirements of the Company Law, Listing Rules, Basic Standards for Enterprise Internal Control and other relevant laws and regulations. The organizational structure required by the business scale and operation management of the Company were rationalized and optimized to ensure the standardized operation of the Company’s general meetings, the Board of Directors, the Supervisory Committee and other institutions, as well as the effectiveness of the internal control system, thereby safeguarding the interests of the investors and the Company. During the reporting period, the Company maintained effective internal control.
3. OVERALL EVALUATION AND RECOMMENDATIONS
In 2024, the Directors, Supervisors and senior management of the Company and relevant personnel provided strong support and cooperation for the fulfillment of our duties, for which we would like to express our heartfelt gratitude.
In strict compliance with the relevant laws and regulations such as the Company Law and the Securities Law, as well as the Articles of Association and the Working Rules for Independent Directors, we, as independent non-executive Directors, were in a diligent and conscientious position to keep abreast of the Company’s improvement of the operation and management and
APPENDIX V
WORK REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS FOR 2024
internal control. We objectively and prudently exercised the voting rights, and fully leveraged the role of independent non-executive Directors in decision-making, supervision and balance-keeping, and professional advisory functions.
Looking into 2025, we will maintain full independence, continue to enhance our ability to perform our duties, remain diligent and conscientious, and faithfully fulfill our responsibilities. We will make full use of our professional knowledge and experience to provide more rational suggestions for the Board of the Company, enhance the decision-making capabilities and leadership level of the Board of the Company, and continue to safeguard the legitimate rights and interests of the Company and the broad base of investors, especially minority investors.
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NOTICE OF THE ANNUAL GENERAL MEETING OF 2024
微泰医疗
MICROTECH MEDICAL
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 ANNUAL GENERAL MEETING OF 2024
NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) 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, May 28, 2025 at 2:30 p.m. for the purposes of considering and, if deemed appropriate, approving the following resolutions.
ORDINARY RESOLUTIONS
- To consider and approve the 2024 annual report and audited financial statements for 2024;
- To consider and approve the work report of the Board of Directors for 2024;
- To consider and approve the work report of the Supervisory Committee for 2024;
- To consider and approve the final account report for 2024;
- To consider and approve the proposed 2024 Profit Distribution Plan;
- To consider and approve the proposed re-appointment of the auditor for 2025 and the authorization to the Board of Directors to fix the remuneration of the auditor; and
SPECIAL RESOLUTIONS
- To consider and approve the proposed reduction of the registered capital;
-
To consider and approve the Proposed Amendments to the Articles of Association;
-
31 -
NOTICE OF THE ANNUAL GENERAL MEETING OF 2024
-
To consider and approve the general mandate to allot, issue and deal with additional shares (including the sale or transfer of treasury Shares out of treasury) of the Company, not exceeding 20% of the total number of issued Shares (excluding treasury Shares) as at the date of passing this resolution; and
-
To consider and approve the general mandate to repurchase H Shares of the Company, not exceeding 10% of the total number of issued H Shares (excluding treasury Shares) as at the date of passing this resolution.
AS REPORTING DOCUMENT
- To review the work report of the independent non-executive Directors for 2024.
Details of the above resolutions proposed at the AGM 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, May 7, 2025
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 May 7, 2025.
(ii) Any shareholder of the Company entitled to attend and vote at the AGM 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 AGM (i.e. not later than May 27, 2025 at 2:30 p.m), or any adjourned meeting thereof (as the case may be).
NOTICE OF THE ANNUAL GENERAL MEETING OF 2024
(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 AGM 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 AGM, 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 AGM, the register of members of H shares of the Company will be closed from Friday, May 23, 2025 to Wednesday, May 28, 2025 (both days inclusive). The record date for determining the entitlement of the Shareholders to attend and vote at the AGM will be May 28, 2025.
(viii) Shareholders shall produce their identity documents and supporting documents in respect of the shares of the Company held when attending the AGM. If corporate Shareholders appoint authorised representative to attend the AGM, 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 AGM.
(ix) Shareholders attending the AGM shall be responsible for their own travel and accommodation expenses.
(x) All resolutions at the AGM 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 AGM, 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).