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Shanghai MicroPort MedBot (Group) Co., Ltd. — Proxy Solicitation & Information Statement 2022
Feb 25, 2022
50475_rns_2022-02-25_e2c29bcc-8a54-4569-b742-6bc78b557f22.pdf
Proxy Solicitation & Information Statement
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.
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)
NOTICE OF 2022 FIRST DOMESTIC SHAREHOLDERS’ CLASS MEETING TO BE HELD ON 17 MARCH 2022
NOTICE IS HEREBY GIVEN that the 2022 first class meeting (the “ Domestic Shareholders’ Class Meeting ”) for the domestic shareholders (the “ Domestic Shareholders ”) of Shanghai MicroPort MedBot (Group) Co., Ltd. (the “ Company ”) will be held at 1601 Zhangdong Road, China (Shanghai) Pilot Free Trade Zone, Shanghai, PRC on Thursday, 17 March at 11:15 a.m. or immediately after the conclusion of the 2022 second extraordinary general meeting of the Company or any adjournment thereof (whichever is the later) for the purpose of considering and, if thought fit, passing, with or without amendments, the following special resolution.
SPECIAL RESOLUTION
“ 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 identification 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:
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(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 defined 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;
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(ii) to modify and/or amend the Scheme from time to time provided that such modification and/or amendment is effected in accordance with the terms of the Scheme relating to the modification 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 ”);
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(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
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- (iv) to consent, if it so deems fit and expedient, to such conditions, modifications and/or variations as may be required or imposed by the relevant authorities in relation to the Scheme.”
By order of the Board Shanghai MicroPort MedBot (Group) Co., Ltd. Mr. Sun Hongbin Chairman
Shanghai, China, 28 February 2022
Notes:
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All Domestic Shareholders are eligible for attending the Domestic Shareholders’ Class Meeting. Any Domestic Shareholder entitled to attend and vote at the Domestic Shareholders’ Class Meeting convened by the above notice is entitled to appoint a proxy or more than one proxy to attend the Domestic Shareholders’ Class Meeting and vote instead of him/her. A proxy need not be a Domestic Shareholder. If more than one proxy is appointed, the number of domestic shares in respect of which each such proxy so appointed must be specified in the relevant proxy form. Every Domestic Shareholder present in person or by proxy shall be entitled to one vote for each domestic share held by him/her.
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Completion and return of the form of proxy shall not preclude the Domestic Shareholders from attending and voting in person at the Domestic Shareholders’ Class Meeting or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.
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Where there are joint registered holders of any domestic share, any one of such joint holders may vote, either in person or by proxy, in respect of such domestic share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the Domestic Shareholders’ Class Meeting, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of the domestic shares shall alone be entitled to vote in respect thereof.
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In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority, must be deposited with 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 Domestic Shareholders’ Class Meeting (i.e., at or before 11:15 a.m. on Wednesday, 16 March 2022 (Hong Kong Time)), or any adjourned meeting thereof (as the case may be).
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The Domestic Shareholders’ Class Meeting (or any adjournment thereof) is expected to take no more than half a day. Domestic Shareholders or their proxies attending the Domestic Shareholders’ Class Meeting (or any adjournment thereof) shall bear their own travelling and accommodation expenses.
As at the date of this notice, 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.
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