Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the "Stock Exchange") 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.

MICROPORT CARDIOFLOW MEDTECH CORPORATION

微創心通醫療科技有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2160)

ADOPTION OF SHARE AWARD SCHEME

ADOPTION OF SHARE AWARD SCHEME

The Board is pleased to announce that on March 30, 2021, the Company has adopted the Scheme to, among other things, recognize the contributions of the directors, employees, consultants and advisors of the Group in order to incentivize them to retain with the Group, and to motivate them to strive for the future development and expansion of the Group.

Pursuant to the Scheme, the Award Shares will be satisfied by (i) existing Shares to be acquired by the Trustee on the market, and/or (ii) new Shares to be allotted and issued to the Trustee by the Company under the general or specific mandate sought from the shareholders of the Company in its general meeting.

SUMMARY OF THE SCHEME

Purpose

The purpose of the Scheme is to recognize the certain directors, employees, consultants and advisors of the Group in order to incentivize them to retain with the Group, and to motivate them to strive for the future development and expansion of the Group.

Duration and Termination

Unless terminated earlier by the Board in accordance with the Scheme Rules, the Scheme is valid and effective for a term of 10 years commencing on the Adoption Date.

The Scheme shall terminate on the earlier of (i) the 10th anniversary date of the Adoption Date; and

  1. such date of early termination as determined by the Board provided that such termination shall not affect any subsisting rights of any Selected Participant. Upon termination, all Award Shares and the related income shall become vested on the Selected Participant so referable on such date of termination. Net sale proceeds (after making appropriate deductions) of the Returned Shares and such non-cash income together with the residual cash and such other funds remaining in the Trust shall be remitted to the Company forthwith after the sale.

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Operation

The Board may, in respect of the Scheme and after having regard to the requirement under the Scheme, determines the number of Shares to be purchased as Scheme Shares, and cause to be paid the purchase price for the Scheme Shares and the related expenses to the Trustee who will purchase the Scheme Shares. The Trustee shall apply the entire amount without deduction towards the purchase of the maximum number of board lots of Shares at the prevailing market price. Trustee may also subscribe for new Shares of the Company for the purpose of the Scheme. Subject to compliance with the Listing Rules, the allotment and issue of the new Shares to the Trustee under the Scheme may be made under the general mandate or specific mandate of the Shareholders, provided that the total number of Shares to be allotted and issued to the Trustee under the Scheme shall not exceed the limit specified in the Scheme. Any allotment and issue of the Shares by the Company to the Trustee shall only be made after the Listing Committee of the Stock Exchange has granted the listing of and permission to deal in such Shares.

The Board may, from time to time, at its absolute discretion select any director, employee, consultant or advisor of the Group (other than any person who is resident in a place where the award and/or the vesting and transfer of the Award Shares is not permitted under the laws and regulations of such place or where compliance with applicable laws and regulations in such place makes it necessary to exclude such person) for participation in the Scheme as a Selected Participant and determine the Award Shares for each of them. Upon receipt of the instruction from the Board as to the name of Selected Participant and the number of Award Shares to be granted to the Selected Participant, the Trustee shall make relevant arrangement to convert the Scheme Shares to the Award Shares for the relevant Selected Participant.

Vesting and Lapse

When the Selected Participant has satisfied all vesting conditions specified by the Board at the time of making the Award and become entitled to the Shares forming the subject of the Award, the Trustee shall transfer the relevant Award Shares to the Selected Participant(s) or his/her Nominee(s). The Vesting Date shall be on any Business Day at the end of March of any year, but in any event not later than 12 months after the Reference Date.

An Award lapses when, (i) the relevant Selected Participant ceases to be an employee of the Group, or (ii) the subsidiary of the Company by which a Selected Participant is employed ceases to be a subsidiary of the Company (or of a member of the Group), or (iii) an order for the winding-up of the Company is made or a resolution is passed for the voluntary winding-up of the Company (otherwise than for the purposes of, and followed by, an amalgamation or reconstruction in such circumstances that substantially the whole of the undertaking, assets and liabilities of the Company pass to a successor company), the Award shall automatically lapse forthwith and the Award Shares shall not vest on the relevant Vesting Date but shall become Returned Shares for the purposes of the Scheme.

Voting rights

Notwithstanding that the Trustee is the legal registered holder of the Shares held upon trust pursuant to the Trust Deed, the Trustee shall not exercise the voting rights attached to such Shares.

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Administration

The Scheme is subject to the administration of the Board and the Trustee in accordance with the terms stated in the Scheme Rules and the terms of the Trust Deed.

Scheme Limit

The Board shall not make any further award of Award Shares which will result in the nominal value of the Shares awarded by the Board under the Scheme exceeding ten per cent of the issued share capital of the Company from time to time.

The maximum number of shares which may be awarded to a Selected Participant under the Scheme shall not exceed one per cent of the issued share capital of the Company from time to time, save and except with the approval from the Shareholders.

Restrictions

No Award shall be made by the Board and no instructions to acquire Shares shall be given to the Trustee under the Scheme where any Director and/or Selected Participant is in possession of unpublished price-sensitive information (as defined under Part XIVA of the Securities and Futures Ordinance (as may be amended from time to time)) in relation to the Group or where dealings by Directors and/or Selected Participants are prohibited under any code or requirement of the Listing Rules and all applicable laws from time to time.

LISTING RULES IMPLICATION

The Scheme is not a share option scheme under Chapter 17 of the Listing Rules and is a discretionary scheme of the Company. No approval from the Shareholders is required for the adoption and alteration of the terms of the Scheme.

DEFINITIONS

In this announcement, the following expressions shall, unless the context requires otherwise, have the following meanings:

"Adoption Date"

March 30, 2021, being the date on which the Scheme was adopted

by the Company

"Award"

an award granted by the Board to a Selected Participant in

accordance with the terms of the Scheme Rules

"Award Share(s)"

the Shares granted to a Selected Participant in an Award

"Board"

the board of directors of the Company

"Business Day"

a day (other than Saturday, Sunday and public holidays) on which

the Stock Exchange is open for trading and on which banks are open

for business in Hong Kong

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"Company"

MicroPort CardioFlow Medtech Corporation, a company

incorporated in the Cayman Islands, the shares of which are listed

on the main board of the Stock Exchange (Stock Code: 2160)

"Director(s)"

director(s) of the Company

"Group"

the Company and its subsidiaries

"Hong Kong"

the Hong Kong Special Administrative Region of the People's

Republic of China

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock

Exchange

"Nominee"

a company (i) the entire issued share capital of which is held 100%

legally and beneficially by the Selected Participant, (ii) of which the

Selected Participant is a director, and (iii) which is named by the

Selected Participant to hold the Award Shares

"Reference Date"

in respect to a Selected Participant, the date of final approval by

the Board of the amount for the purchase of Shares pursuant to the

Scheme

"Returned Shares"

such Award Shares which are referable to a Selected Participant and

which are not vested and/or forfeited in accordance with the terms

of the Scheme (whether as a result of, among other things, a lapse or

otherwise), or forfeited in accordance with the terms of the Scheme,

or such Shares being deemed to be Returned Shares in accordance

with the terms of the Scheme

"Shares"

ordinary shares of US$0.000005 each in the capital of the Company

(or of such other nominal amount as shall result from a sub-division,

consolidation, reclassification or reconstruction of the share capital

of the Company from time to time)

"Scheme"

the share award scheme adopted by the Company in accordance

with the Scheme Rules on the Adoption Date;

"Scheme Rules"

the rules of the Scheme as amended from time to time

"Selected Participant"

eligible participant selected by the Board to participate in the

Scheme;

"Trust"

the trust constituted by the Trust Deed to service the Scheme

"Trust Deed"

the trust deed to be entered into between the Company and the

Trustee (as may be restated, supplemented and amended from time

to time)

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"Trustee"

the trustee (which is independent of and not connected with the

Company) to be appointed by the Company for the administration of

the Scheme or any additional or replacement trustee(s)

"Vesting Date"

the date or dates on which the Award (or part thereof) is to vest in

the relevant Selected Participant

By Order of the Board

MicroPort CardioFlow Medtech Corporation

Luo Qiyi

Chairman

Hong Kong, March 30, 2021

As of the date of this announcement, the executive Directors are Mr. Chen Guoming, Ms. Yan Luying and Mr. Wu Guojia, the non-executive Directors are Dr. Luo Qiyi, Mr. Zhang Junjie and Ms. Wu Xia, and the independent non-executive Directors are Mr. Jonathan H. Chou, Dr. Jiang Hualiang and Ms. Sun Zhixiang.

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Microport Cardioflow Medtech Corporation published this content on 31 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 March 2021 22:35:09 UTC.