编辑: 865397499 2015-01-10

22 August 2017,

4 September 2017,

20 October 2017,

27 October

2017 and

8 February 2018, the Original Shareholders, MP CardioFlow and the Original Series B Investors have entered into two share transfer and capital increase agreements on

22 August

2017 and

20 October

2017 and a supplementary agreement on

8 February

2018 in relation to the Series B Investment. The issues of new capital by MP CardioFlow to Original Series B Investors under step I and step III of the Sereis B Investment are essentially deemed as disposals by the Group. Pursuant to Rules 14.22 and 14.23 of the Listing Rules, such disposals and the Series C Investment shall be aggregated as if they were one transaction since they are expected to be all completed within a 12-month period and involve the disposal of equity interest in the same company. As the highest applicable percentage ratio applied in accordance with Rule 14.07 of Listing Rules on an aggregated basis in respect of the Series C Investment and the Series B Investment is more than 5% but less than 25%, the Series C Investment is subject to announcement and reporting requirements, but exempt from independent shareholders'

approval requirement under Chapter

14 of the Listing Rules.

3 Pursuant to Rule 14.74(1) of the Listing Rules, as the Put Options are not exercisable at the Company'

s discretion, the Put Options will be classified as if they had been exercised at the time of granting. As the highest applicable percentage ratio applied in accordance with Rule 14.07 of Listing Rules in respect of the Put Options is more than 5% but less than 25%, the granting of Put Options is subject to announcement and reporting requirements, but exempt from independent shareholders'

approval requirement under Chapter

14 of the Listing Rules. We refer to the announcements of the Company dated

22 August 2017,

4 September 2017,

20 October 2017,

27 October

2017 and

8 February

2018 in relation to the investments in MP CardioFlow by the Original Series B Investors (the Series B Investment ). 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. The Restructuring (without consideration of the Series C Investment) shall be principally carried out through the following steps: (i) CardioFlow HK shall (a) acquire approximately 64.7151% equity interest in MP CardioFlow held by Shanghai MicroPort;

and (b) acquire approximately 7.6136% equity interest in MP CardioFlow held by Chenxue Investment.

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