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Shanghai MicroPort MedBot (Group) Co., Ltd. Proxy Solicitation & Information Statement 2026

May 14, 2026

50475_rns_2026-05-14_f8a20234-0734-4f8f-9881-5a7201282fcf.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 ANNUAL GENERAL MEETING TO BE CONVENED AND HELD ON FRIDAY, 5 JUNE 2026

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting 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, 5 June 2026 at 9:30 a.m. for the following purposes. Unless the content otherwise requires, capitalised terms used herein shall have the same meanings as defined in the circular of the Company dated 14 May 2026 (the "Circular").

ORDINARY RESOLUTIONS

  1. To consider and approve the 2025 Annual Report of the Company, which comprises the Group's audited consolidated financial statements, the 2025 report of the Board of the Company and the auditors' report of the Company for the year ended 31 December 2025.
  2. To consider and approve the 2025 report of the supervisory committee of the Company.
  3. To consider and approve the proposed 2025 annual profit distribution plan.
  4. To consider and approve the re-appointment of KPMG and KPMG Huazhen LLP as the overseas and domestic auditors of the Company and authorise the Board to fix their remuneration.

SPECIAL RESOLUTIONS

  1. To grant a general mandate to the Directors to allot, issue and deal with additional Shares not exceeding 20% of the total number of Shares in issue (including Domestic Shares and H Shares) of the Company; and to authorise the Directors to make such amendments as it deems appropriate to the provisions of the articles of association of the Company, so as to reflect the new capital structure upon additional allotment and issuance of shares pursuant to such mandate. Details of the resolution are set out in the Circular.

  2. To consider and, if thought fit, approve the following general mandate for the Directors and the persons authorised by the Directors to buy back Domestic Shares and/or H Shares:

(a) the Directors be granted a general mandate, by reference to market conditions and in accordance with needs of the Company, to buy back Domestic Shares and/or H Shares not exceeding 10% of the total number of Domestic Shares and/or H Shares in issue at the time when this resolution is passed at the Annual General Meeting.

(b) the Directors be authorised to (including but not limited to the following):

(i) formulate and implement the buyback plan, including but not limited to determining the time of buyback, period of buyback, buyback price and number of shares to buy back, etc.;

(ii) if applicable, notify creditors and issue announcements pursuant to the requirements of the applicable laws and regulations in the PRC and the articles of association of the Company;

(iii) open overseas share accounts and money accounts and carry out related change of foreign exchange registration procedures;

(iv) carry out relevant procedures or filing procedures (if any) pursuant to the applicable laws, regulations and rules; and

(v) carry out cancelation procedures for bought back shares, make corresponding amendments to the articles of association of the Company relating to, among others, share capital and shareholdings, and carry out modification registrations and make filings.

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(c) Authorisation period

The period of the above general mandate shall not exceed the relevant period (the "Relevant Period"). The Relevant Period commences from the day when the authority conferred by this special resolution is approved by a special resolution of shareholders at the Annual General Meeting and ends at the earlier of:

(i) the conclusion of the next annual general meeting of the Company following the date of passing of this resolution; or
(ii) the date on which the authority conferred by this resolution is revoked or varied by a special resolution of shareholders at a general meeting of the Company.

  1. To consider and, if thought fit, approve the following:

(a) the Share Scheme be and is hereby approved and adopted subject to and conditional upon the Listing Committee of the Stock Exchange granting the approval for the listing of, and the permission to deal in, the Shares to be issued pursuant to the exercise of the award which may be granted under the Share Scheme.
(b) the Scheme Mandate Limit of the Share Scheme be and is hereby approved.
(c) the Directors be and are hereby authorised to, subject to the applicable laws, rules and regulations:

(i) grant awards in accordance with the rules of the Share Scheme;
(ii) allot, issue, and deal with from time to time such number of award shares as may be required to be issued pursuant to the exercise of the awards under the Share Scheme;
(iii) administer the Share Scheme; and
(iv) do all such acts and to enter into all such transactions, arrangements and agreements as the Directors in their sole discretion consider to be necessary or expedient in order to give full effect to the Share Scheme.

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  1. To consider and, if thought fit, approve, conditional upon the approval of special resolution 7 above, the Service Provider Participant Sublimit under the Share Scheme.

By order of the Board

Shanghai MicroPort MedBot (Group) Co., Ltd.

Dr. Zhaohua Chang

Chairman

Shanghai, China, 14 May 2026

Notes:

  1. For the purpose of determining the identity of the holders of H Shares entitled to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Tuesday, 2 June 2026 to Friday, 5 June 2026, 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 Monday, 1 June 2026.

  2. A shareholder entitled to attend and vote at the above Annual General Meeting is entitled to appoint one or, if he/she 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.

  3. In the case of joint holders of any share, any one of such persons may vote at the Annual General Meeting, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto. However, if more than one of such joint holders be present at the Annual General Meeting 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.

  4. In order to be valid, the form of proxy 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, Wanchai, Hong Kong (for holders of H Shares) 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) (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 Annual General Meeting (i.e. not later than 9:30 a.m. on Thursday, 4 June 2026) or any adjournment thereof. The completion and delivery of the form of proxy shall not preclude the shareholders of the Company from attending and voting in person at the Annual General Meeting (or any adjourned meeting thereof) if they so wish and in such event, the form of proxy shall be deemed to be revoked.

  5. All resolutions at the Annual General Meeting 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 of Hong Kong Limited and the Company.

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  1. In respect of the special resolution 6, the Directors wish to state that they have no immediate plans to buy back any existing Domestic Shares and/or H Shares.

  2. Shareholders of the Company attending the Annual General Meeting in person or by proxy shall bear their own travelling and accommodation expenses, and shall produce their identity documents.

  3. 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. Chao He and Mr. Yu Liu, the non-executive Directors are Dr. Zhaohua Chang, Mr. Hiroshi Shirafuji, Mr. Norihiro Ashida, Mr. Chen Chen and Ms. Min Liang, and the independent non-executive Directors are Dr. Guoen Liu, Mr. Jonathan H. Chou, Mr. Haisong Yao and Mr. Wai Man Chung.

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