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Shanghai MicroPort MedBot (Group) Co., Ltd. Proxy Solicitation & Information Statement 2025

Nov 5, 2025

50475_rns_2025-11-05_9743ac68-b4f4-4056-93d2-4155eed9de92.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.

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Shanghai MicroPort MedBot (Group) Co., Ltd.
上海微创医疗机器人(集团)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 CONVENED AND HELD ON TUESDAY, 25 NOVEMBER 2025

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 Tuesday, 25 November 2025 at 10:00 a.m. for the following purpose. Unless the content otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 5 November 2025 (the “Circular”):

ORDINARY RESOLUTIONS

  1. To consider and approve the appointment of Dr. Chang Zhaohua as a non-executive director of the Company, and to authorise the Board to fix his remuneration.
  2. To consider and approve the appointment of Mr. Hiroshi Shirafuji as a non-executive director of the Company, and to authorise the Board to fix his remuneration.
  3. To consider and approve the appointment of Mr. Norihiro Ashida as a non-executive director of the Company, and to authorise the Board to fix his remuneration.
  4. To consider and approve the appointment of Ms. Liang Min as a non-executive director of the Company, and to authorise the Board to fix her remuneration.
  5. To consider and approve the appointment of Mr. Jonathan H. Chou as an independent non-executive director of the Company, and to authorise the Board to fix his remuneration.

  1. To consider and approve the appointment of Dr. Guoen Liu as an independent non-executive director of the Company, and to authorise the Board to fix his remuneration.

SPECIAL RESOLUTION

  1. To consider and approve the proposed amendments to the Articles of Association of the Company and the Rules of Procedure for the General Meeting of Shareholders, that:

(a) the proposed amendments to the Articles of Association of the Company and the Rules of Procedure for the General Meeting of Shareholders (details of which are set out in “Appendix — Proposed Amendments to the Articles of Association and the Rules of Procedure for the General Meeting of Shareholders” in the Circular of the Company dated 5 November 2025), be and are hereby approved and confirmed; and

(b) any one or more Directors, the secretary of the Board and their authorised persons be and are hereby authorised to handle all necessary applications, submissions, registrations and filings and other related matters (including revisions to wordings as requested by the relevant regulatory authorities in the PRC) in connection with the proposed amendments to the Articles of Association of the Company and the Rules of Procedure for the General Meeting of Shareholders and any of the foregoing.

By order of the Board

Shanghai MicroPort MedBot (Group) Co., Ltd.

Mr. Sun Hongbin

Chairman

Shanghai, China, 5 November 2025

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 Thursday, 20 November 2025 to Tuesday, 25 November 2025, 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, Wan Chai, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 19 November 2025.

  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/her/it. A proxy need not be a shareholder of the Company.

  3. 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.

  1. In order to be valid, the proxy form must be in writing under the hand of the appointor or of his attorney duly authorised 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 authorised, 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, Wan Chai, 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 Monday, 24 November 2025). 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.

  2. 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 Listing Rules. The results of the poll will be published on the websites of the Stock Exchange and the Company.

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

  4. 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 Directors are Dr. He Chao, Mr. Liu Yu and Ms. Fang Cong, the non-executive Directors are Mr. Sun Hongbin and Mr. Chen Chen, and the independent non-executive Directors are Dr. Li Minghua, Mr. Yao Haisong and Mr. Chung Wai Man.

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