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

May 29, 2023

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 ANNUAL GENERAL MEETING TO BE CONVENED AND HELD ON WEDNESDAY, 21 JUNE 2023

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 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 annual general meeting (the ‘‘AGM’’) to be convened and held at 1601 Zhangdong Road, China (Shanghai) Pilot Free Trade Zone, Shanghai, PRC on Wednesday, 21 June 2023 at 10:30 a.m. or any adjournment thereof as hereunder indicated in respect of the resolutions set out in the notice of the AGM dated 30 May 2023, or, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS			ABSTAIN(Note 5)	ABSTAIN(Note 5)
	ORDINARY RESOLUTIONS		FOR(Note 5)	AGAINST(Note 5)	ABSTAIN(Note 5)
	1.	To consider and approve the audited consolidated financial statementsof the Company and its subsidiaries, the 2022 report of the board ofdirectors of the Company and the auditors’ report of the Company forthe year ended 31 December 2022.
	2.	To consider and approve the 2022 work report of the supervisorycommittee of the Company.
	3.	To consider and approve proposed 2022 annual profit distribution plan.
	4.	To consider and approve 2023 annual financial budget plan.
	5.	To consider and approve the appointment of KPMG and KPMGHuazhen LLP as the overseas and domestic auditors of the Companyand authorize the Board to fix their remuneration.
	SPECIAL RESOLUTIONS		FOR(Note 5)	AGAINST(Note 5)	ABSTAIN(Note 5)
	6.	To grant a general mandate to the directors of the Company to allot,issue and deal with, either separately or concurrently, additionaldomestic shares and/or H shares of the Company not exceeding 20% ofeach of the total number of issued domestic shares and H shares of theCompany, respectively, and to authorise the Directors to make suchamendments as it deems appropriate to the provisions of the articles ofassociation of the Company, so as to reflect the new capital structureupon additional allotment and issuance of shares pursuant to suchmandate.
	7.	To grant a general mandate to the directors of the Company to buyback domestic shares and/or H shares of the Company not exceeding10% of each of the total number of domestic shares and/or H shares ofthe Company, respectively, in issue.

Signature[(Note][6)]

Date

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 AGM 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 AGM is entitled to appoint a proxy or more than one proxy(ies) to attend the AGM 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 AGM other than those referred to in the notice convening the AGM.

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 Services 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 AGM or any adjournment thereof.

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