Venus Medtech (Hangzhou) Inc. — Proxy Solicitation & Information Statement 2025

Jun 5, 2025

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.

启明医疗

VENUSMEDTECH

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 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2024 annual general meeting (the "AGM") 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 10:00 a.m. on Friday, June 27, 2025, for the purpose of considering, and if thought fit, passing the following resolutions:

ORDINARY RESOLUTIONS

1. To consider and approve the resolution on the 2024 annual report.
2. To consider and approve the resolution on the work report of the Board for 2024.
3. To consider and approve the resolution on the work report of the Supervisory Committee for 2024.
4. To consider and approve the resolution on the profit distribution plan for 2024.
5. To consider and approve the resolution on the re-appointment of auditors for 2025.
6. To consider and approve the re-election of Directors.

(i) To re-elect Mr. Lim Hou-Sen (Lin Haosheng) as an executive Director.
(ii) To re-elect Mr. Liqiao Ma as an executive Director.
(iii) To re-elect Ms. Meirong Liu as an executive Director.
(iv) To re-elect Mr. Ao Zhang as a non-executive Director.
(v) To re-elect Mr. Wei Wang as a non-executive Director.
(vi) To re-elect Mr. Ting Yuk Anthony Wu as an independent non-executive Director.
(vii) To re-elect Mr. Chi Wai Suen as an independent non-executive Director.
(viii) To re-elect Mr. John Junhua Gu as an independent non-executive Director.

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1. To consider and approve the resolution in relation to the authorization to the Board to determine the remuneration of the Directors.

2. To consider and approve the appointment of Supervisors.

(i) To appoint Mr. Yixiang Xu as a Shareholders’ representative Supervisor.

(ii) To appoint Mr. Jianmin Tao as a Shareholders’ representative Supervisor.

SPECIAL RESOLUTIONS

1. To consider and approve the resolution on the grant of a general mandate to the Board to issue Shares.

2. To consider and approve the resolution on the grant of a general mandate to the Board to repurchase H shares.

REPORTING DOCUMENT

1. To review the work report of the independent Directors for 2024.

Details of the above resolutions are set out in the circular of the Company dated on June 6, 2025. 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

June 6, 2025

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Notes:

1. The register of members of H Shares will be closed from Tuesday, June 24, 2025 to Friday, June 27, 2025 (both days inclusive). Holders of H Shares and Unlisted Foreign Shares whose names appear on the register of members of the Company on Friday, June 27, 2025 are entitled to attend and vote at the AGM. Holders of H Shares who intend to attend and vote at the AGM are required to deposit all Share transfer documents together with relevant Share certificates 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 no later than 4:30 p.m. on Monday, June 23, 2025 for registration. Holders of Unlisted Foreign Shares who intend to attend and vote at the AGM are required to deposit the share certificates together with the transfer documents at the office of the Company, at Room 311, 3/F, Block 2, No. 88, Jiangling Road, Binjiang District, Hangzhou, the PRC before 4:30 p.m. on Monday, June 23, 2025 for registration.

2. Shareholders entitled to attend and vote at the AGM 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 AGM 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 (i) 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 (for holders of H Shares); or (ii) the office of the Company, at Room 311, 3/F, Block 2, No. 88, Jiangling Road, Binjiang District, Hangzhou, the PRC (for holders of Unlisted Foreign Shares) not less than 24 hours before the time fixed for the holding of the AGM or any adjournment thereof (as the case may be) (which is 10:00 a.m. on Thursday, June 26, 2025 (or other date in the event of any adjournment thereof)). Completion and return of the proxy form will not preclude a Shareholder from attending and voting in person at the AGM or any adjournment thereof if he/she so wishes.

5. Shareholders and Shareholder proxies are required to produce identity proof when attending the AGM (and any adjournment thereof).

6. Pursuant to the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll. As such, the resolutions set out in the notice of the AGM will be voted on by poll.

7. The AGM is expected to last for half a day. Shareholders (in person or by proxy) attending the AGM 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, Mr. Chi Wai Suen and Mr. John Junhua Gu.