Venus Medtech (Hangzhou) Inc. — Proxy Solicitation & Information Statement 2024

Nov 19, 2024

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.

==> picture [140 x 38] intentionally omitted <==

杭州 啓 明醫療器械股份有限公司

Venus Medtech (Hangzhou) Inc.

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 2500)

NOTICE OF 2024 SECOND CLASS MEETING OF HOLDERS OF H SHARES

NOTICE IS HEREBY GIVEN that the second class meeting of holders of H shares in 2024 (the “ Class Meeting of Holders of H Shares ”) of Venus Medtech (Hangzhou) Inc. (the “ Company ”) will be held at Room 311, 3/F, Block 2, No. 88, Jiangling Road, Binjiang District, Hangzhou, the PRC at 11:00 a.m. on Thursday, December 5, 2024 (or immediately after conclusion of the 2024 Second Extraordinary General Meeting to be held on the same date or any adjournment thereof), for the purpose of considering, and if thought fit, passing the following resolutions:

SPECIAL RESOLUTIONS

1. To consider and approve the resolution on the Proposed Amendments in relation to Rule 2.07A and to authorise the Board to deal with on behalf of the Company the relevant matters arising from the Proposed Amendments in relation to Rule 2.07A.

2. To consider and approve the resolution on the Other Proposed Amendments to the Articles of Association and to authorise the Board to deal with on behalf of the Company the relevant matters arising from the Other Proposed Amendments to the Articles of Association.

Details of the above resolutions are set out in the circular of the Company dated November 19, 2024. Unless otherwise indicated, capitalized terms used in this notice shall have the same meanings as those defined in the circular.

By Order of the Board Venus Medtech (Hangzhou) Inc. Mr. Lim Hou-Sen (Lin Haosheng) Executive Director

November 19, 2024

– 1 –

Notes:

1. The register of members of holders of H Shares will be closed from Monday, December 2, 2024 to Thursday, December 5, 2024 (both days inclusive). Holders of H Shares whose names appear on the register of members of the Company on Thursday, December 5, 2024 are entitled to attend and vote at the Class Meeting of Holders of H Shares. Holders of H Shares who intend to attend the Class Meeting of Holders of H Shares are required to deposit the share certificates together with the transfer documents at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong before 4:30 p.m. on Friday, November 29, 2024 for registration.

2. Shareholders entitled to attend and vote at the Class Meeting of Holders of H Shares may appoint one or more proxies to attend and vote in his/her stead. A proxy need not be a Shareholder but must attend the Class Meeting of Holders of H Shares in person to represent the relevant Shareholder.

3. The instrument appointing a proxy must be in writing and signed by holders of Shares or his/her attorney who was duly authorized in writing. If the Shareholder is a corporation, that instrument must be executed either under its common seal or under the hand of its director(s) or duly authorized attorney. If that instrument is signed by an attorney of the Shareholder, the power of attorney authorizing that attorney to sign or other authorization document must be notarized.

4. In order to be valid, the proxy form together with the notarized power of attorney or other authorization document (if any) must be deposited at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time fixed for the holding of the Class Meeting of Holders of H Shares or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude a Shareholder from attending and voting in person at the Class Meeting of Holders of H Shares or any adjournment thereof if he/she so wishes.

5. Shareholders and Shareholder proxies are required to produce identity proof when attending the Class Meeting of Holders of H Shares (and any adjournment thereof).

6. Pursuant to the Articles of Association, any vote of Shareholders at a class meeting of holders of H shares must be taken by poll. As such, the resolutions set out in the notice of the Class Meeting of Holders of H Shares will be voted on by poll.

7. The Class Meeting of Holders of H Shares is expected to last for half a day. Shareholders (in person or by proxy) attending the Class Meeting of Holders of H Shares are responsible for their own transportation and accommodation expenses.

8. In the case of joint Shareholders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint Shareholder(s), and for this purpose seniority will be determined by the order in which the names stand on the register of members in respect of the relevant joint holding.

As at the date of this notice, the executive Directors are Mr. Lim Hou-Sen (Lin Haosheng), Mr. Liqiao Ma and Ms. Meirong Liu; the non-executive Directors are Mr. Ao Zhang and Mr. Wei Wang; and the independent non-executive Directors are Mr. Ting Yuk Anthony Wu and Mr. Chi Wai Suen.

– 2 –