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

Feb 25, 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 H SHAREHOLDERS’ CLASS MEETING TO BE HELD ON 17 MARCH 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 share (Note 3) in the issued share capital of Shanghai MicroPort MedBot (Group) Co., Ltd. (the “ Company ”) hereby appoint the chairman of the (Note 4) meeting or (name) of (address) as my/our proxy(ies) to attend and vote for me/us and on my/our behalf at the H shareholders’ class meeting (the “ H Shareholders ’ Class Meeting ”) to be held at 1601 Zhangdong Road, China (Shanghai) Pilot Free Trade Zone, Shanghai, PRC on Thursday, 17 March 2022 at 11:30 a.m. or any adjournment thereof as hereunder indicated in respect of the resolution set out in the notice of the H Shareholders’ Class Meeting dated 28 February 2022, or, if no such indication is given, as my/our proxy thinks fit.

		SPECIAL RESOLUTION	FOR	(Note 5)	AGAINST	(Note 5)	ABSTAIN	(Note 5)
1.	To consider as special business and, if thought ft, pass with or without
	amendments the following resolutions as special resolutions:
	“THAT the share option scheme (the “Scheme”) of the Company, a
	copy	of which is tabled at the meeting and marked “A” and initialed
	by the chairman of the meeting for identifcation purpose, be and is
	hereby approved and adopted; and the directors of the Company be
	and are hereby authorised to do all such acts and to enter into all such
	transactions, arrangements and agreements as may be necessary or
	expedient in order to give full effect to the Scheme, including without
	limitation to:
	(i)	to administer or authorize a committee of the board of directors
		of the Company to administer the Scheme under which share
		options will be granted to the Eligible Persons (as defned in the
		Scheme) eligible under the Scheme to subscribe for the H shares
		of the Company (the “H Shares”), including but not limited to
		determining and granting the share options in accordance with
		the terms of the Scheme;
	(ii)	to modify and/or amend the Scheme from time to time
		provided that such modifcation and/or amendment is effected
		in accordance with the terms of the Scheme relating to the
		modifcation and/or amendment and subject to Chapter 17 of
		the Rules Governing the Listing of Securities on The Stock
		Exchange of Hong Kong Limited (the “Listing Rules”);
	(iii)	to allot and issue from time to time such H Shares which shall
		not in aggregate exceed 10% of the total number of H Shares
		in issue as at the date of adoption of the Scheme, as may be
		required to be allotted and issued pursuant to the exercise of the
		share options under the Scheme and subject to the Listing Rules;
		and
	(iv)	to consent, if it so deems ft and expedient, to such conditions,
		modifcations and/or variations as may be required or imposed
		bythe relevant authorities in relation to the Scheme.”

(Note 6)

Signature

Date

Notes:

1. Please delete as appropriate and insert the number of H Shares of the Company 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 of the Company 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 of the Company 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 of the Company. 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 Computershare Hong Kong Investor Service Limited, at Shops 1712–1716, 17th Floor Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as practicable but in any event not less than 24 hours before the time appointed for holding the H Shareholders’ Class Meeting.

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 your 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.