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 EXTRAORDINARY GENERAL MEETING TO BE HELD ON 17 MARCH 2022

Number of shares to which Domestic shares this proxy form relates (Note 1) H shares I/We (Note 2) (name) of (address) being the registered holder(s) of domestic share/H shares (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 extraordinary general meeting (the “ EGM ”) to be held at 1601 Zhangdong Road, China (Shanghai) Pilot Free Trade Zone, Shanghai, PRC on Thursday, 17 March 2022 at 11:00 a.m. or any adjournment thereof as hereunder indicated in respect of the resolutions set out in the notice of the EGM dated 28 February 2022, or, if no such indication is given, as my/our proxy thinks fit.

SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	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.”

SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	FOR (Note 5)	AGAINST (Note 5)	ABSTAIN (Note 5)
2.	To consider as special business and, if thought ft, pass with or without amendments the following resolution as a special resolution: “THAT the proposed amendment to the articles of association of the Company as set out in the circular of the Company dated 28 February 2022 (the “Proposed Amendment”) be and is hereby approved and the Directors be and are hereby authorised to deal with on behalf of the Company the relevant application(s), approval(s), registration(s), fling(s) and other related procedures or issues and to make further amendment(s) (where necessary) pursuant to the requirements of the relevant governmental and/or regulatory authorities arising from the Proposed Amendment.”

Date

Signature (Note 6)

Notes:

1. Please delete as appropriate and insert the number of 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 shares. If no number is inserted, this proxy form will be deemed to relate to all the shares of the Company registered in your name(s). If more than one proxy is appointed, the number of 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 shareholders should be stated.

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

4. If any proxy other than the chairman of the EGM 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 shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint a proxy or more than one proxy(ies) to attend the EGM and vote on his/her behalf. A proxy need not be a shareholder of the Company. Every shareholder present in person or by proxy shall be entitled to one vote for each 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 EGM other than those referred to in the notice convening the EGM.

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 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 (for holders of H shares of the Company) or the Company’s registered office in the PRC at 1601 Zhangdong Road, China (Shanghai) Pilot Free Trade Zone, Shanghai, PRC (for holders of domestic shares of the Company) as soon as practicable but in any event not less than 24 hours before the time appointed for holding the EGM.

10. Completion and return of the proxy form will not preclude you from attending and voting at the EGM or any adjourned meeting thereof (as the case may be) if you so wish. If you attend and vote at the EGM 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.