Wing Lee : Announcements and Notices - Notice of 2017 Annual General Meeting

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MEGA MEDICAL TECHNOLOGY LIMITED

美 加 醫 學 科 技 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 876) NOTICE OF 2017 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Annual General Meeting of Mega Medical Technology Limited 美加醫學科技有限公司 (the "Company") will be held at Unit 1307, 13/F, C C Wu Building, 302-308 Hennessy Road, Wan Chai, Hong Kong on Friday, 19 May 2017 at 11:00 a.m. for the following purposes:

1. To consider, adopt and receive the audited consolidated financial statements of the Company and its subsidiaries (collectively, the "Group") and the reports of the directors and the independent auditor of the Company for the year ended 31 December 2016;

2. To re-elect Mr. Wu Tianyu as an executive director of the Company;

3. To re-elect Mr. Luo Jun as an executive director of the Company;

4. To re-elect Mr. Xu Hao as a non-executive director of the Company;

5. To re-elect Dr. Liu Yanwen as an independent non-executive director of the Company;

6. To re-elect Mr. Guo Peineng as an independent non-executive director of the Company;

7. To re-elect Mr. Wang Wansong as an independent non-executive director of the Company;

8. To authorize the board of directors of the Company to appoint additional directors as and when the board considers necessary and appropriate;

9. To authorize the board of directors of the Company to fix the respective directors' remuneration;

10. To re-appoint Deloitte Touche Tohmatsu as auditor of the Company and to authorize the board of directors of the Company to fix their remuneration;

11. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

    "THAT:

12. subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to purchase its shares on The Stock Exchange of Hong Kong Limited or on any other stock exchange recognized by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;

13. the total number of shares of the Company to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be repurchased under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and

14. for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

15. the conclusion of the next annual general meeting of the Company;

16. the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company's shareholders in general meetings; and

17. the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held.";

18. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

    "THAT:

19. subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with authorized and unissued shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

20. the approval in paragraph (a) above shall authorize the directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period (as defined below);

21. the total number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:

22. a Rights Issue (as defined below);

23. the exercise of the outstanding conversion rights attaching to any convertible bonds or securities issued by the Company, which are convertible into shares of the Company;

24. the exercise of options under a share option scheme of the Company or similar arrangement for the time being adopted for the grant or issue to officers and/ or employees of the Company and/or any of its subsidiaries and/or any other eligible persons of shares or rights to acquire shares of the Company; and

25. any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the bye-laws of the Company,

    shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be issued under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and

26. for the purposes of this resolution:

    "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

27. the conclusion of the next annual general meeting of the Company;

28. the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company's shareholders in general meetings; and

29. the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held; and

    "Rights Issue" means an offer of shares open for a period fixed by the directors of the Company to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange)."; and

30. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT conditional upon the passing of the resolutions set out in items 11 and 12 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 12 of the Notice be and is hereby extended by the addition to the total number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors of the Company pursuant to such general mandate of the total number of shares purchased by the Company pursuant to the general mandate referred to in the resolution set out in item 11 of the Notice, provided that such amount shall not exceed 10% of the total number of the issued shares of the Company as at the date of passing of this resolution."

By order of the Board

Mega Medical Technology Limited Luo Jun

Chairman

Hong Kong, 18 April 2017