PDF《微创医疗科学有限公司 *》

1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

微创医疗科学有限公司 * (Incorporated in the Cayman Islands with limited liability) (Stock code: 00853) DISCLOSABLE TRANSACTION PROPOSED RESTRUCTURING AND DISPOSAL OF INTERESTS IN MICROPORT CARDIOFLOW MEDTECH RESTRUCTURING OF SHAREHOLDING IN MP CARDIOFLOW On

22 March 2019, MP CardioFlow, the Original Shareholders, the Original Series B Investors, the Series C Investor, the Controlling Shareholder, the Target Company, CardioFlow BVI, CardioFlow HK and Shanghai Huahao entered into a framework agreement in relation to the restructuring of shareholding in MP CardioFlow (the Restructuring ). Upon completion of the Restructuring (without consideration of the Series C Investment): (i) Shanghai MicroPort Limited (the Controlling Shareholder ), a wholly-owned subsidiary of the Company, will directly hold approximately 64.7151% share capital of the Target Company;

(ii) the Target Company will indirectly hold the entire issued share capital of CardioFlow HK through CardioFlow BVI, a wholly-owned subsidiary of the Target Company, while CardioFlow HK will directly hold the entire equity interest in MP CardioFlow;

and (iii) the Original Shareholders and the Series B Investors will, directly or indirectly, hold shares of the Target Company in the same proportion to their (or their controlling shareholder'

s) shareholding in MP CardioFlow before the Restructuring.

2 SERIES C INVESTMENT On

22 March 2019, the Target Company, CardioFlow BVI, CardioFlow HK, MP CardioFlow, the Controlling Shareholder, Chenxue Investment and the Investors, after independent negotiations at an arm'

s length basis, entered into the Share Purchase Agreement in relation to, among others, the Restructuring (including the Series C Investment), pursuant to which the Series C Investor agreed to subscribe for, and the Target Company agreed to sell and issue 12,500,000 preferred shares of the Target Company (the Series C Shares , together with Series B Shares, the Purchased Shares ) to the Series C Investor at the price of US$50,000,000 (the Series C Purchase Price ). The Series C Shares represent 12.5000% of the enlarged share capital of the Target Company upon completion of the Restructuring (including the Series C Investment). The Target Company, CardioFlow BVI, CardioFlow HK, MP CardioFlow, the Controlling Shareholder, Shanghai MicroPort and the Investors also entered into the Shareholders Agreement on

22 March 2019, and agreed on the Restated Memorandum and Articles to be adopted upon Closing, under which the Investors will be granted the Put Options. LISTING RULES IMPLICATION The completion of the Restructuring (without consideration of the Series C Investment) will not result in (i) any increase or decrease of the Group'

s interest in MP CardioFlow;

or (ii) any additional consideration payable or receivable by the Group. The Series C Investment will result in a decrease of the Group'

s interest in MP CardioFlow. Upon completion of the Restructuring (including the Series C Investment), the equity interest in MP CardioFlow held by the Group will decrease from approximately 64.7151% to 56.6257%. Therefore, the issue of the Series C Shares under the Restructuring (including the Series C Investment) will be deemed as disposal of approximately 8.0894% equity interest in MP CardioFlow held by the Group at a consideration of US$50,000,000. In addition, as disclosed in the announcements of the Company dated