Shanghai MicroPort MedBot (Group) Co., Ltd. — Proxy Solicitation & Information Statement 2023

Dec 11, 2023

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 THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON FRIDAY, 29 DECEMBER 2023

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the ‘‘EGM’’) of Shanghai MicroPort MedBot (Group) Co., Ltd. (the ‘‘Company’’) will be convened and held at 1601 Zhangdong Road, China (Shanghai) Pilot Free Trade Zone, Shanghai, PRC on Friday, 29 December 2023 at 10:00 a.m. for the following purpose:

ORDINARY RESOLUTIONS

1. ‘‘THAT

   • (a) the 2024 sales framework agreement entered into between the Company and MicroPort Scientific Corporation dated 6 December 2023 in relation to the sale and purchase of, among others, certain surgical robot equipment and supporting accessories and consumables for surgical robot equipment (the ‘‘2024 Sales Framework Agreement’’), a copy of which is tabled at the meeting and marked ‘‘A’’ and initialed by the chairman of the meeting for identification purpose, the terms thereof and the continuing connected transaction contemplated thereunder be and are hereby approved, ratified and confirmed;

   • (b) the proposed annual caps set out in the 2024 Sales Framework Agreement be and is hereby approved; and

   • (c) any one director of the Company be and is hereby authorized for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him to be incidental to, ancillary to or in connection with the matters contemplated in the 2024 Sales Framework Agreement.’’

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2. ‘‘THAT

• (a) the 2024 master products procurement agreement entered into between the Company and MicroPort Scientific Corporation dated 6 December 2023 in relation to the procurement of certain materials and products mainly for use in research and development, production and operation (the ‘‘2024 Master Products Procurement Agreement’’), a copy of which is tabled at the meeting and marked ‘‘B’’ and initialed by the chairman of the meeting for identification purpose, the terms thereof and the continuing connected transaction contemplated thereunder be and are hereby approved, ratified and confirmed;

• (b) the proposed annual caps set out in the 2024 Master Products Procurement Agreement be and is hereby approved; and

• (c) any one director of the Company be and is hereby authorized for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him to be incidental to, ancillary to or in connection with the matters contemplated in the 2024 Master Products Procurement Agreement.’’

1. ‘‘THAT

   • (a) the 2024 master services procurement agreement entered into between the Company and MicroPort Scientific Corporation dated 6 December 2023 in relation to the procurement of certain services, including but not limited to cleaning and packaging services, sterilization services, product testing services, animal test services, administrative support services and marketing activity support and commercial promotion services (the ‘‘2024 Master Services Procurement Agreement’’), a copy of which is tabled at the meeting and marked ‘‘C’’ and initialed by the chairman of the meeting for identification purpose, the terms thereof and the continuing connected transaction contemplated thereunder be and are hereby approved, ratified and confirmed;

   • (b) the proposed annual caps set out in the 2024 Master Services Procurement Agreement be and is hereby approved; and

   • (c) any one director of the Company be and is hereby authorized for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him to be incidental to, ancillary to or in connection with the matters contemplated in the 2024 Master Services Procurement Agreement.’’

2. To consider and approve the appointment of Dr. He Chao as an executive director of the Company and to authorize the board of directors of the Company (the ‘‘Board’’) to fix his remuneration.

3. To consider and approve the appointment of Mr. Sun Hongbin as a non-executive director of the Company and to authorize the Board to fix his remuneration.

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1. To consider and approve the appointment of Mr. Chen Xinxing as a non-executive director of the Company and to authorize the Board to fix his remuneration.

2. To consider and approve the appointment of Mr. Chen Chen as a non-executive Director of the Company and to authorize the Board to fix his remuneration.

3. To consider and approve the appointment of Dr. Li Minghua as an independent non-executive Director of the Company and to authorize the Board to fix his remuneration.

4. To consider and approve the appointment of Mr. Yao Haisong as an independent non-executive Director of the Company and to authorize the Board to fix his remuneration.

5. To consider and approve the appointment of Mr. Mui Wing Hong as an independent non-executive Director of the Company and to authorize the Board to fix his remuneration.

6. To consider and approve the appointment of Dr. Zhang Jie as a supervisor of the Company and to authorize the supervisory committee of the Company (the ‘‘Supervisory Committee’’) to fix his remuneration.

7. To consider and approve the appointment of Ms. Zhang Lihong as a supervisor of the Company and to authorize the Supervisory Committee to fix her remuneration.

By order of the Board

Shanghai MicroPort MedBot (Group) Co., Ltd. Mr. Sun Hongbin Chairman

Shanghai, China, 12 December 2023

Notes:

1. For the purpose of determining the identity of the holders of H Shares entitled to attend and vote at the EGM, the register of members of the Company will be closed from Friday, 22 December 2023 to Friday, 29 December 2023, both dates inclusive, during which period no transfer of H Shares will be effected. All transfers accompanied by the relevant certificates must be lodged with the Company’s share registrar 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 for registration not later than 4:30 p.m. on Thursday, 21 December 2023.

2. A shareholder entitled to attend and vote at the above EGM is entitled to appoint one or, if he/she/it is the holder of two or more shares, more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.

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1. In the case of joint holders of any share, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such share as if he/she/it were solely entitled thereto. However, if more than one of such joint holders be present at the EGM personally or by proxy, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

2. In order to be valid, the proxy form must be in writing under the hand of the appointor or of his attorney duly authorized in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney or other person duly authorized, and must be deposited with the Hong Kong share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H shares) or the Company’s registered office in the PRC at Room 101, Area B, Building 1, 1601 Zhangdong Road, China (Shanghai) Pilot Free Trade Zone, Shanghai, PRC (for holders of domestic shares) (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) not less than 24 hours before the time fixed for holding of the EGM (i.e. not later than 10:00 a.m. on Thursday, 28 December 2023). The completion and delivery of the proxy form shall not preclude the shareholders from attending and voting in person at the EGM (or any adjourned meeting thereof) if they so wish and in such event, the proxy form shall be deemed to be revoked.

3. All resolutions at the EGM will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of the Securities on the Stock Exchange of Hong Kong Limited. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company.

4. Shareholders attending the EGM in person or by proxy shall bear their own travelling and accommodation expenses, and shall produce their identity documents.

5. References to dates and time in this notice are to Hong Kong dates and time. The English text of this notice shall prevail over the Chinese text for the purpose of interpretation.

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 Dr. Li Minghua, Mr. Yao Haisong and Mr. Mui Wing Hong.

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