PW Medtech Group Limited — Proxy Solicitation & Information Statement 2022

Aug 11, 2022

PW MEDTECH GROUP LIMITED

普 華 和 順 集 團 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1358)

Form of Proxy for use at the Extraordinary General Meeting to be held on Wednesday, August 31, 2022

I/We,[(Note][1)]

of

being the registered holder(s) of

shares[(Note][2)]

of US$0.0001 each in the share capital of PW Medtech Group Limited (普華和順集團公司) (the ‘‘Company’’), HEREBY APPOINT THE

CHAIRMAN OF THE MEETING or[(Note][4)]

of

as my/our proxy to attend the extraordinary general meeting (the ‘‘EGM’’) of the Company to be held at 10:00 a.m. (Hong Kong time) on Wednesday, August 31, 2022 at Building 1, No. 23 Panlong West Road, Pinggu District, Beijing, the PRC (and at any adjournment thereof) for the purposes of considering and, if thought fit, passing the resolution as set out in the notice convening the EGM and at the EGM (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolution as indicated below. Unless otherwise defined, capitalized terms used in this form of proxy shall have the same meanings as those defined in the circular of the Company dated August 11, 2022 (the ‘‘Circular’’).

Company dated August 11, 2022 (the ‘‘Circular’’).	Company dated August 11, 2022 (the ‘‘Circular’’).
ORDINARY RESOLUTION		FOR (Notes 5 & 6)	AGAINST (Notes 5 & 6)
1.	THAT (a) the sales of medical devices framework agreement dated July 5, 2022 (the ‘‘Sales of Medical Devices Framework Agreement’’) entered into between the Company and Lepu Medical Technology (Beijing) Co., Ltd. (樂普(北京)醫療器械股份有限公司) (‘‘Lepu Medical’’, together with its subsidiaries, the ‘‘Lepu Medical Group’’) for the sales of medical devices from the Group to the Lepu Medical Group, and the transactions contemplated thereunder, be and are hereby confirmed, approved and ratified; and (b) the estimated maximum values of for the total amount payable by Lepu Medical Group to the Group under the Sales of Medical Devices Framework Agreement for each of the three years ending December 31, 2022, 2023 and 2024 (the ‘‘Annual Caps’’) be and are hereby approved and confirmed; and (c) any director of the Company be and is hereby authorized on behalf of the Company to do all such acts and sign, execute, seal (where required) and deliver the Sales of Medical Devices Framework Agreement and all such other documents and to take all such steps as the directors of the Company in their discretion may consider necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with the Sales of Medical Devices Framework Agreement and the transactions contemplated thereunder, and the Annual Caps.

Dated this day of 2022. Signature[(Note][7)] :

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

2. Please insert the number of Shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the Shares registered in your name(s).

3. Any member of the Company entitled to attend and vote at the EGM is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. The proxy need not be a member of the Company but must attend the EGM in person to represent the member.

4. If any proxy other than the Chairman is preferred, strike out the words ‘‘THE CHAIRMAN OF THE MEETING or’’ and insert the name and address of the proxy desired in the space provided. A member of the Company who is the holder of two or more Shares may appoint more than one proxy to attend and vote on his/her/its behalf at the EGM provided that if more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

5. IMPORTANT:AGAINST THEIFRESOLUTION,YOU WISH TOTICKVOTETHEFORAPPROPRIATETHE RESOLUTION,BOX MARKEDTICK ‘‘THEAGAINSTAPPROPRIATE’’. Failure toBOXcompleteMARKEDany or all‘‘FORthe ’’boxes. IF willYOUentitleWISHyourTOproxyVOTEto cast his/her votes at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the EGM other than that referred to in the notice convening the EGM.

6. The resolution will be put to vote by way of poll at the EGM. Every Shareholder of the Company present in person (in the case of a Shareholder being a corporation, by its duly authorized representative) or by proxy shall have one vote for every fully paid Share of which he/she/it is the holder. A person entitled to more than one vote on a poll need not use all his/her votes or cast all the votes he/she uses in the same way and in such cases, please state the relevant number of Shares in the appropriate box(es) above.

7. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney duly authorized.

8. mustTo bebevalid,depositedthis format theof branchproxy togethershare registrarwith theofpowerthe Companyof attorneyin Hong(if any)Kong,or otherTricorauthorityInvestor(ifServicesany) underLimited,whichatit Levelis signed54, orHopewella notariallyCentre,certified183 Queencopy ’thereof,s Road East, Hong Kong (if the form of proxy will be returned before 15 August 2022) or 17/F, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong (if the form of proxy will be returned on or after 15 August 2022) not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

9. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names of the joint holders stand in the register of members of the Company in respect of the joint holding.

10. Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM and, in such event, the form of proxy shall be deemed to be revoked.

PERSONAL INFORMATION COLLECTION STATEMENT

Your(or proxies)supply ofandyouryourandvotingyour proxyinstructions’s (or proxiesfor the’) EGMname(s)(theand‘‘Purposesaddress(es)’’).isWeon amayvoluntarytransferbasisyourforandtheyourpurposeproxyof’sprocessing(or proxiesyour’) name(s)request forandtheaddress(es)appointmentto ofoura agent,proxy informationcontractor, oror thirdare otherwiseparty servicerelevantproviderfor thewhoPurposesprovidesandadministrative,need to receivecomputerthe information.and otherYourservicesand yourto usproxyand’sto(orsuchproxiesparties’) name(s)who areandauthorizedaddress(es)by willlaw beto retainedrequest thefor such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordanceHopewell Centre,with the183provisionsQueen’s Roadof theEast,PersonalHongDataKong.(Privacy) Ordinance and any such request should be in writing by mail to Tricor Investor Services Limited at Level 54,