Shanghai MicroPort MedBot (Group) Co., Ltd. — Proxy Solicitation & Information Statement 2022

Jun 2, 2022

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)

PROXY FORM FOR THE 2022 THIRD H SHAREHOLDERS’ CLASS MEETING TO BE CONVENED AND HELD ON 21 JUNE 2022

Number of shares to which this proxy form relates (Note 1) H Shares I/We (Note 2) (name) of (address) being the registered holder(s) of H shares (Note 3)_in the issued share capital of Shanghai MicroPort MedBot (Group) Co., Ltd. (the “Company”) hereby appoint the chairman of the meeting (Note 4)_ or (name) of (address) as my/our proxy(ies) to attend and vote for me/us and on my/our behalf at the 2022 third H shareholders’ class meeting (the “H Shareholders’ Class Meeting”) to be convened and held at 1601 Zhangdong Road, China (Shanghai) Pilot Free Trade Zone, Shanghai, PRC on Tuesday, 21 June 2022 at 12:30 p.m. or immediately after the conclusion of the 2022 third domestic shareholders’ meeting of the Company or any adjournment thereof as hereunder indicated in respect of the resolutions set out in the notice of the H Shareholders’ Class Meeting dated 4 June 2022, or, if no such indication is given, as my/our proxy thinks ft. Unless otherwise indicated, capitalised terms used herein shall have the same meanings as those defned in the circular of the Company dated 4 June 2022.	)		Number of shares to which this proxy form relates (Note 1)	H Shares

	SPECIAL RESOLUTIONS	FOR (Note 5)	AGAINST (Note 5)	ABSTAIN (Note 5)
1.	To consider and approve the fulfllment by the Company of the requirements for the Proposed Issue and the Proposed Listing.
2.	To consider and approve the Proposed Issue as follows (each and every item as a separate resolution):
	i. Class and nominal value of new Shares to be issued;
	ii. Issue size;
	iii. Target subscribers;
	iv. Pricingmethodology;
	v. Method of issuance;
	vi. Strategic allotment;
	vii. Method of underwriting;
	viii. Place of listing;
	ix. Timingof issue and listing;
	x. Use ofproceeds;and
	xi. Validity period of the resolutions.
3.	To consider and approve the investment projects to be funded by the proceeds raised from the Proposed Issue and feasibilityanalysis.
4.	To consider and approve the authorization to the Board and its authorized persons to deal with matters relating to the Proposed Issue and Proposed Listingat their absolute discretion.
5.	To consider and approve the proposal for accumulated proft distribution and the plan for undertaking unrecovered losses prior to the Proposed Issue.
6.	To consider and approve the “Share Price Stabilization Plan within Three Years after Initial Public Offering and Listing of RMB- denominated OrdinaryShares(A-shares)on Sci-Tech Board”.
7.	To consider and approve the “Shareholder Dividend Distribution Plan within Three Years after Initial Public Offering and Listing of RMB- denominated OrdinaryShares(A-shares)on Sci-Tech Board”.

SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	FOR (Note 5)	AGAINST (Note 5)	ABSTAIN (Note 5)
8.	To consider and approve the undertakings and restraining measures relating to the Proposed Issue and the Proposed Listing, and to authorize the Board to make appropriate undertakings for the purpose of the Proposed Issue in accordance with the laws, regulations and regulatory documents of the PRC, the relevant regulations and policies of the securities regulatory departments, and combining the review for the Proposed Listing in practice and the actual situation of the Company.
9.	To consider and approve the analysis on dilution on immediate return bythe Proposed Issue and adoption of recoverymeasures.
10.	To consider and approve the Proposed Amendments.

Date:

(Note 6) Signature :

Notes:

1. Please delete as appropriate and insert the number of H Shares registered in your name(s) to which this proxy form relates. If a number is inserted, this proxy form will be deemed to relate only to those H Shares. If no number is inserted, this proxy form will be deemed to relate to all the H Shares registered in your name(s). If more than one proxy is appointed, the number of H Shares in respect of which each such proxy so appointed must be specified.

2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint registered H Shareholders should be stated.

3. Please insert the number of H Shares registered in your name(s) and delete as appropriate.

4. If any proxy other than the chairman of the H Shareholders’ Class Meeting is preferred, please strike out the words “the chairman of the meeting” and insert the name and address of the proxy desired in the space provided. Any H Shareholder entitled to attend and vote at the H Shareholders’ Class Meeting is entitled to appoint a proxy or more than one proxy(ies) to attend the H Shareholders’ Class Meeting and vote on his/her behalf. A proxy need not be a H Shareholder. Every H Shareholder present in person or by proxy shall be entitled to one vote for each H Share held by him/ her.

5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PUT A TICK (“ ✓ ”) IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PUT A TICK (“ ✓ ”) IN THE BOX MARKED “AGAINST”. IF YOU WISH TO VOTE ABSTENTION ON A RESOLUTION, PLEASE PUT A TICK (“ ✓ ”) IN THE BOX MARKED “ABSTAIN”. If no direction is given, your proxy may either vote or abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the H Shareholders’ Class Meeting other than those referred to in the notice convening the H Shareholders’ Class Meeting.

6. This proxy form must be signed by you or your attorney duly authorised in writing, or in the case of a corporation, must be either under its common seal or under the hand of a director or attorney duly authorised to sign the same. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

7. Any abstention vote or waiver of voting shall be deemed as “abstain”. Blank, wrong, illegible or uncast votes shall be deemed as the voters’ waiver of their voting rights, and the voting results representing the H Shares held by such voters shall be counted as “abstain”. The abstention vote shall be regarded as valid votes when the Company counts the votes in respect of the relevant matter.

8. In 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 stand in the register of members of the Company.

9. To be valid, this proxy form together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at the Company’s registered office in the PRC at 1601 Zhangdong Road, China (Shanghai) Pilot Free Trade Zone, Shanghai, PRC as soon as practicable but in any event not less than 24 hours before the time appointed for holding the H Shareholders’ Class Meeting or any adjournment thereof.

10. Completion and return of the proxy form will not preclude you from attending and voting at the H Shareholders’ Class Meeting or any adjourned meeting thereof (as the case may be) if you so wish. If you attend and vote at the H Shareholders’ Class Meeting in person, the authority of your proxy will be revoked.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the meeting of the Company (the “ Purposes ”). We may transfer you and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Computershare Hong Kong Investor Service Limited at the above address.