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

May 14, 2026

50475_rns_2026-05-14_ff820299-349a-4b82-b150-5dcc1302cf6a.pdf

Proxy Solicitation & Information Statement

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MEDBOT

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)

PROXY FORM FOR THE ANNUAL GENERAL MEETING

TO BE CONVENED AND HELD ON FRIDAY, 5 JUNE 2026

Number of shares to which this proxy form relates(Note 1) Domestic shares
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 Friday, 5 June 2026 at 9:30 a.m. or any adjournment thereof as hereunder indicated in respect of the resolutions set out in the notice of the AGM dated 14 May 2026, or, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS FOR(Note 5) AGAINST(Note 5) ABSTAIN(Note 5)
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 (the "Board") of directors (the "Directors") 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 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 FOR(Note 5) AGAINST(Note 5) ABSTAIN(Note 5)
5. 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.
6. To grant a general mandate for the Directors and the persons authorised by the Directors to buy back Domestic Shares and/or H Shares of the Company not exceeding 10% of the total number of Domestic Shares and/or H Shares of the Company in issue at the time when this resolution is passed at the AGM.

SPECIAL RESOLUTIONS FOR^{(Note 5)} AGAINST^{(Note 5)} ABSTAIN^{(Note 5)}
7. 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. | | | |
| 8. | 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. | | | |

Date ____
Signature (Note 6)
____

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 17M 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.