Shanghai MicroPort MedBot (Group) Co., Ltd. — Proxy Solicitation & Information Statement 2021

Dec 23, 2021

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Shanghai MicroPort MedBot (Group) Co., Ltd. 上海微創醫療機器人（集團）股份有限公司

(a joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 2252)

(I) PROPOSED ADOPTION OF H SHARE AWARD SCHEME; (II) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND (III) CLOSURE OF REGISTER OF MEMBERS FOR THE 2022 FIRST EXTRAORDINARY GENERAL MEETING TO BE HELD ON 10 FEBRUARY 2022

H SHARE AWARD SCHEME

The Board has resolved at a meeting of the Board held on 21 December 2021 to propose the adoption of H Share Award Scheme. H Share Award Scheme is subject to the approval of the Shareholders. The purpose and objective of H Share Award Scheme are (i) to recognize the contributions by certain Eligible Participants and to provide them with incentives in order to retain them for the continual operation and development of the Group; and (ii) to attract suitable personnel for further development of the Group.

PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION

Pursuant to the laws and regulations of the PRC and the actual situation of the Company, the Board proposed to amend Article 50 of the Articles of Association.

The Proposed Amendment comprises amendment to one provision of the Articles of Association, with the contents of other provisions of the Articles of Association remaining unchanged.

LISTING RULES IMPLICATION

H Share Award Scheme does not constitute a share option scheme or an arrangement similar to a share option scheme as defined and regulated under Chapter 17 of the Listing Rules.

1

EGM

The EGM will be convened and held to consider and, if thought fit, approve H Share Award Scheme and the Proposed Amendment. A circular of the Company containing, among other things, (i) further details of H Share Award Scheme; (ii) further details of the Proposed Amendment; and (iii) a notice convening the EGM is expected to be despatched to the Shareholders on or before 31 January 2022.

H SHARE AWARD SCHEME

The Board has resolved at a meeting of the Board held on 21 December 2021 to propose the adoption of H Share Award Scheme. H Share Award Scheme is subject to the approval by the Shareholders pursuant to Article 62 of the Articles of Association. The principal terms of H Share Award Scheme are set out below:

Purpose and Objectives of H Share Award Scheme

H Share Award Scheme is a share award and trust scheme established by the Company to award Selected Participants and the objectives of H Share Award Scheme are: (i) to recognize the contributions by certain Eligible Participants and to provide them with incentives in order to retain them for the continual operation and development of the Group; and (ii) to attract suitable personnel for further development of the Group.

Duration, Alteration or Termination of H Share Award Scheme

Duration

Subject to any early termination or extension as may be determined by the Board according to H Share Award Scheme, H Share Award Scheme shall be valid and effective for a term of 10 years commencing on the Adoption Date.

Alternation

H Share Award Scheme may be altered in any respect by a resolution of the Board provided that no such alteration shall operate to affect adversely any subsisting rights of any Selected Participant.

Termination

Unless otherwise extended, H Share Award Scheme shall terminate on the earlier of: (i) the 10th anniversary date of the Adoption Date; and (ii) such date of early termination as determined by the Board provided that such termination shall not affect any subsisting rights of any Selected Participant hereunder.

Administration

H Share Award Scheme shall be subject to the administration of the Board, the Committee and the Trustee in accordance with the Scheme Rules and the Trust Deed.

2

Operation of H Share Award Scheme

The Board shall determine the number of H Shares to be purchased or subscribed as Scheme Shares, and pay the Reference Amount from the Company’s resources to the Trustee to be held on trust for the purchase or subscription of the Scheme Shares. After receiving the Reference Amount and the written instruction from the Company, the Trustee shall apply the same towards the purchase of the maximum number of board lots of H Shares at the prevailing market price. Any balance of the Reference Amount shall be returned by the Trustee to the Company forthwith after completion of the purchase upon written instruction from the Company.

In the event that the Board shall at any time considers it appropriate for the Trustee to subscribe for new H Shares by utilizing the Reference Amount or the Residual Cash, the Board shall instruct the Trustee in writing to, and the Trustee shall after receipt of such instruction, apply to the Company for the allotment and issuance of the appropriate number of new H Shares at par or at such other subscription price as instructed by the Board.

Subject to compliance with the Listing Rules, the Articles of Association, the relevant PRC law and regulations, the allotment and issuance of the new H Shares to the Trustee under H Share Award Scheme may be made under the general mandate or specific mandate granted by the Shareholders, provided that the total number of H Shares to be allotted and issued to the Trustee under H Share Award Scheme shall not exceed the limit specified in the Scheme Rules and any allotment and issuance of the Awarded Shares by the Company to the Trustee shall only be made after the CSRC has granted approval for the issuing of new H Shares and the Listing Committee of the Stock Exchange has granted the listing of and permission to deal in such H Shares.

The Board may, from time to time, at its absolute discretion select any Eligible Participant (other than any Excluded Participant) for participation in H Share Award Scheme as a Selected Participant and determine the Awarded Shares for them. Participation in H Share Award Scheme is limited to Selected Participants only. The Board is entitled to impose any conditions (including a period of continued service within the Group), as it deems appropriate in its absolute discretion with respect to the entitlement of the Selected Participant to the Awarded Shares.

Vesting and Lapse

When the Selected Participant has satisfied all vesting conditions specified by the Board at the time of making the Award and become entitled to the H Shares forming the subject of the Award, the Trustee shall transfer the relevant Awarded Shares to the Selected Participant(s) or his Nominee(s) or as requested by the Selected Participant(s) or his Nominee(s) to sell the relevant Awarded Shares on the market and transfer the proceeds to him in lieu of transfer of the Awarded Shares to, and registration of, the relevant Selected Participant or his Nominee as the holder thereof. The Vesting Date shall be on any Business Day at the end of March of any year or any other date as may be determined by the Board.

3

An Award lapses when, (i) the relevant Selected Participant ceases to be an employee of the Group; or (ii) the subsidiary of the Company by which a Selected Participant is employed ceases to be a subsidiary of the Company (or of a member of the Group); or (iii) an order for the winding-up of the Company is made or a resolution is passed for the voluntary winding-up of the Company (otherwise than for the purposes of, and followed by, an amalgamation or reconstruction in such circumstances that substantially the whole of the undertaking, assets and liabilities of the Company pass to a successor company), the Award shall automatically lapse forthwith and the Awarded Shares shall not vest on the relevant Vesting Date but shall become Returned Shares for the purposes of the Scheme.

In the event that prior to or on the Vesting Date, a Selected Participant is found to be an Excluded Participant, the relevant part of an Award made to such Selected Participant shall automatically lapse forthwith and the relevant Awarded Shares shall not vest on the relevant Vesting Date but shall become Returned Shares for the purposes of H Share Award Scheme.

Scheme Limits

The Board shall not make any further award of Awarded Shares which will result in the number of H Shares awarded by the Board under H Share Award Scheme exceeding 10% of the issued H Shares from time to time.

The maximum number of H Shares which may be awarded to a Selected Participant under H Share Award Scheme shall not exceed 1% of the issued H Shares from time to time, save and except approved by the Shareholders in a general meeting.

Restrictions

No Award shall be made by the Board and no instructions to acquire H Shares shall be given to the Trustee under H Share Award Scheme where any Director is in possession of unpublished inside information in relation to the Group or where dealings by Directors are prohibited under any code or requirement of the Listing Rules and all applicable laws from time to time.

Interest in the Awarded Shares

Any Award made under H Share Award Scheme shall be personal to the Selected Participant to whom it is made and shall not be assignable and no Selected Participant shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any other person over or in relation to the Reference Amount or the Awarded Shares referable to him pursuant to such Award.

For the avoidance of doubt, a Selected Participant shall not have any interest or rights (including the right to receive dividends) in the Awarded Shares prior to the Vesting Date; and the Trustee shall not exercise the voting rights in respect of any H Shares held by it under the Trust (if any).

4

PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION

Pursuant to the law and regulations of the PRC and the actual situation of the Company, the Board proposed to amend Article 50 of the Articles of Association.

The Proposed Amendment comprises amendment to one provision of the Articles of Association, with the contents of other provisions of the Articles of Association remaining unchanged. The details of the Proposed Amendment are as follows:

Article number	Existing article		Amended article
Article 50	No change in registration resulting from share transfer may be entered in the register of members within thirty days prior to the date of a general meeting or within five days before the record date set by the Company for the purpose of distribution of dividends. Where the laws and regulations of the PRC and relevant requirements of the securities regulatory authorities in the place where the Company’s shares are listed and the Hong Kong Stock Exchange stipulate the period of closure of the register of members prior to a general meeting or the record date set by the Company for the purpose of distribution of dividends, such provisions shall prevail.		~~No change in registration resulting~~ ~~from share transfer may be entered~~ ~~in the register of members within~~ ~~thirty days prior to the date of~~ ~~a general meeting or within five~~ ~~days before the record date set by~~ ~~the Company for the purpose of~~ ~~distribution of dividends.~~ Where the laws and regulations of the PRC~~and relevant requirements of~~ ~~the securities regulatory authorities~~ ~~in the place where the Company’s~~ ~~shares are listed and the Hong Kong~~ ~~Stock Exchange stipulate the period~~ ~~of closure of the register of members~~ ~~,~~ the laws and regulations of the place where the Company’s shares are listed and the listing rules of the stock exchange stipulate on occasions when no change of registration of the register of shareholders shall be conducted prior to a general meeting or the record date set by the Company for the purpose of distribution of dividends, suchprovisions shallprevail.

The Board is of the view that the Proposed Amendment is in the interests of the Company and the Shareholders as a whole.

The Proposed Amendment is subject to the approval of the Shareholders by way of special resolution at the EGM. The Proposed Amendment shall come into effect upon the passing of the relevant special resolution at the EGM. Prior to the passing of the relevant special resolution at the EGM, the prevailing Articles of Association shall remain valid.

5

The Articles of Association are prepared and written in Chinese without formal English version. As such, any English translation shall be for reference only. In the event of any inconsistency, the Chinese version shall prevail. After the Proposed Amendment comes into effect, the full text of the revised Articles of Association will be published on the websites of the Stock Exchange and the Company.

CLOSURE OF REGISTER OF MEMBERS FOR THE 2022 FIRST EXTRAORDINARY GENERAL MEETING TO BE HELD ON 10 FEBRUARY 2022

The Board announces that the EGM is scheduled to be convened and held on Thursday, 10 February 2022 or any adjournment thereof to consider and, if thought fit, to approve the proposed adoption of H Share Award Scheme and the Proposed Amendment. For the purpose of determining the eligibility of the Shareholders to attend and vote at the EGM, the register of members of the Company will be closed from Monday, 10 January 2022 to Thursday, 10 February 2022, both days inclusive, during which period no transfer of the shares of the Company will be registered. Shareholders who wish to attend and vote at the EGM but have not registered the transfer documents shall submit the share certificates together with the properly completed share transfer forms to the H Share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 7 January 2022, for registration.

LISTING RULES IMPLICATION

H Share Award Scheme does not constitute a share option scheme or an arrangement similar to a share option scheme as defined and regulated under Chapter 17 of the Listing Rules.

EGM

The EGM will be convened and held to consider and, if thought fit, approve H Share Award Scheme and the Proposed Amendment. A circular of the Company containing, among other things, (i) further details of H Share Award Scheme; (ii) further details of the Proposed Amendment; and (iii) a notice convening the EGM, is expected to be despatched to the Shareholders on or before 31 January 2022.

DEFINITIONS

In this announcement, the following expressions shall have the meaning set out below unless the context requires otherwise:

• “Adoption Date” being the date on which H Share Award Scheme is approved by the Shareholders at the EGM

• “Articles of Association” the articles of association of the Company from time to time

6

“Award”

• “Award” an award of H Shares to a Selected Participant determined by the Board

• “Awarded Share(s)” in respect of a Selected Participant, such number of Scheme Shares (or such number of Returned Shares) as determined by the Board and awarded to each of the Selected Participant(s) for the purpose of the Award;

• “Board” the board of Directors “Business Day” any day on which the Stock Exchange is open for the business of dealing in securities

• "Committee" the remuneration committee of the Company “Company” Shanghai Microport Medbot (Group) Co., Ltd, a company incorporated in the People’s Republic of China, the H Shares of which are listed on the main board of the Stock Exchange (Stock Code: 2252)

• “CSRC” China Securities Regulatory Commission “Director(s)” director(s) of the Company “Domestic Shares” ordinary Shares in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and paid for in RMB

• “EGM” the 2022 first extraordinary general meeting of the Company to be convened and held to consider and, if thought fit, approve H Share Award Scheme and the Proposed Amendment

• “Eligible Participant” any individual, being an employee, a director, a consultant or an advisor of any member of the Group who the Board considers, in its sole discretion, to have contributed to the Group

• “Excluded Participant” any Eligible Participant who is resident in a place where the award of the Awarded Shares and/or the vesting and transfer of the Awarded Shares or the proceeds from sale of such Awarded Shares pursuant to the Scheme Rules is not permitted under the laws and regulations of such place or where in the view of the Board or the Committee or the Trustee (as the case may be), compliance with applicable laws and regulations in such place makes it necessary or expedient to exclude such Eligible Participant

• “Group”

the Company and its subsidiaries

7

“Hong Kong”

the Hong Kong Special Administrative Region of the People’s Republic of China

• “H Share(s)” the overseas listed foreign share(s) in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong dollars and listed on the main board of the Stock Exchange and such Domestic Shares converted into H Shares upon the Domestic Shares been approved for full circulation under the full circulation scheme

• “H Share Award Scheme” the H Share award scheme proposed to be adopted by the Company whereby Award(s) may be made to Eligible Participants pursuant to the Trust Deed and the Scheme Rules

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

• “Nominee” any party, entity or individual named by the Selected Participant to hold the Award Shares on his behalf

• “PRC” the People’s Republic of China, for the purpose of this announcement, shall not include Hong Kong, Macau Special Administrative Region and Taiwan

• “Proposed Amendment” has the meaning as ascribed to it under the section headed “Proposed Amendment to the Articles of Association” of this announcement

• “Reference Amount” the amount paid by the Company from its resources to the Trustee to be held on trust for the purchase or subscription of the Scheme Shares to be awarded to the Selected Participant(s)

• “Returned Shares” income in the form of H Shares that the Selected Participants have no entitlement pursuant to H Share Award Scheme, such Awarded Shares which are not vested and/or forfeited in accordance with the terms of H Share Award Scheme, or such other H Shares being deemed to be Returned Shares in accordance with the terms of the Scheme

• “Residual Cash” being cash remaining in the trust fund of the Trust

• “Scheme Rules” the rules governing H Share Award Scheme

• “Selected Participant(s)” Eligible Participants selected by the Board to participate in the H Share Award Scheme

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

8

“Share(s)”	ordinary share(s) of the Company, comprising Domestic Shares and
	H Shares
“Scheme Shares”	the H Shares purchased or subscribed by the Trustee that have not
	been allocated by the Trustee as Awarded Shares, and the Returned
	Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“subsidiary(ies)”	has the meaning ascribed thereto under the Listing Rules
“Trust”	the trust constituted by the Trust Deed to service H Share Award
	Scheme
“Trust Deed”	the trust deed to be entered into between the Company and the
	Trustee (as may be restated, supplemented and amended from time
	to time)
“Trustee”	the original trustee and any additional or replacement trustees, being
	the trustee or trustees for the time being of the trusts declared in the
	Trust Deed
“Vesting Date”	the date on which the Trustee may vest the legal and beneficial
	ownership of the Awarded Shares (or the relevant portions thereof)
	in the relevant Selected Participant
“%”	per cent

By order of the Board Shanghai MicroPort MedBot (Group) Co., Ltd. Mr. Sun Hongbin Chairman

Shanghai, China, 23 December 2021

As at the date of this announcement, the executive Director is Dr. He Chao, the non-executive Directors are Mr. Sun Hongbin, Mr. Sun Xin and Mr. Chen Chen, and the independent non-executive Directors are Ms. Lee Kit Ying, Dr. Li Minghua and Mr. Yao Haisong.

9