THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Sisram Medical Ltd, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

Sisram Medical Ltd

復 醫療科技 有限公司*

(Incorporated in Israel with limited liability)

(Stock code: 1696)

PROPOSED RE-ELECTION OF DIRECTORS

AND

PROPOSED GRANTING OF GENERAL MANDATES TO

BUY BACK SHARES AND TO ISSUE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

The notice convening the annual general meeting of Sisram Medical Ltd to be held at Unit 1603-1604, 16/F, Causeway Bay Plaza I, 489 Hennessy Road, Causeway Bay, Hong Kong on Wednesday, 30 June 2021 at 3:00 p.m. is set out in this circular.

Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon and return it to the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 3:00 p.m. on Monday, 28 June 2021 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting if they so wish.

This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.sisram-medical.com).

References to time and dates in this circular are to Hong Kong time and dates.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

To safeguard the health and safety of Shareholders and to prevent the spreading of the COVID-19 pandemic, the following precautionary measures will be implemented at the Annual General Meeting:

  1. Compulsory temperature screening/checks
  2. Submission of Health Declaration Form
  3. Wearing of surgical face mask
  4. No provision of refreshments or drinks

Attendees who do not comply with the precautionary measures referred to in (1) to (3) above may be denied entry to the AGM venue, at the absolute discretion of the Company as permitted by law.

For the health and safety of Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the AGM by appointing the chairman of the AGM as their proxy and to return their proxy forms by the time specified above, instead of attending the AGM in person.

  • For identification purpose only

30 April 2021

CONTENTS

Page

Precautionary Measures for the Annual General Meeting . . . . . . . . . . . . . . . . . . .

ii

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

Letter from the Board

1.

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

2.

Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

3.

Proposed Granting of General Mandate to Buy Back Shares . . . . . . . . . . .

5

4.

Proposed Granting of General Mandate to Issue Shares . . . . . . . . . . . . . . .

5

5.

Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . .

5

6. Notice to Shareholders Who Hold Shares Registered in

Their Own Names . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

7. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

Appendix I

-

Details of the Directors Proposed to be Re-elected at the

Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . .

8

Appendix II

-

Explanatory Statement on the Share Buy-back Mandate. .

15

Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

18

- i -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

With the outbreak and spreading of the COVID-19 pandemic and the heightened requirements for the prevention and control of its spreading, to safeguard the health and safety of Shareholders who might be attending the Annual General Meeting in person, the Company will implement the following precautionary measures at the AGM.

Voting by proxy in advance of the AGM: The Company does not in any way wish to diminish the opportunity available to Shareholders to exercise their rights and to vote, but is conscious of the pressing need to protect Shareholders from possible exposure to the COVID-19 pandemic. For the health and safety of Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the AGM by appointing the chairman of the AGM as their proxy instead of attending the AGM in person. Physical attendance is not necessary for the purpose of exercising Shareholder rights. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the AGM or any adjournment thereof should they subsequently so wish.

The deadline to submit completed proxy forms is Monday, 28 June 2021 at 3:00 p.m..

Completed form of proxy must be returned to the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.

Shareholders are strongly encouraged to cast their votes by submitting a form of

proxy appointing the chairman of the AGM as their proxy.

To safeguard the health and safety of Shareholders who might be attending the AGM in person, the Company will also implement the following measures at the AGM:

  1. Compulsory temperature screening/checks will be carried out on every attendee at the main entrance of AGM venue. Any person with a body temperature above the reference range quoted by the Department of Health from time to time, or is exhibiting flu-like symptoms may be denied entry into the AGM venue and be requested to leave the AGM venue.
  2. Every attendee will be required to submit a completed Health Declaration Form prior to entry into the AGM venue.
  3. Every attendee will be required to wear a surgical face mask throughout the AGM and sit at a distance from other attendees. Please note that no masks will be provided at the AGM venue and attendees should wear their own masks.
  4. No refreshments or drinks will be provided to attendees at the AGM.

Attendees are in addition requested to observe and practise good personal hygiene at all times. To the extent permitted by law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue so as to ensure the health and safety of the attendees at the AGM.

- ii -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the AGM arrangements at short notice. Shareholders should check the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.com.hk) and the Company (http://www.sisram-medical.com) for future announcements and updates on the AGM arrangements.

Appointment of proxy by non-registeredShareholders: Non-registered Shareholders whose Shares are held through banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited should consult directly with their banks or brokers or custodians (as the case may be) to assist them in the appointment of proxy.

If Shareholders have any questions relating to the AGM, please contact Computershare Hong Kong Investor Services Limited, the Hong Kong share registrar of the Company, as follows:

Computershare Hong Kong Investor Services Limited

17M Floor, Hopewell Centre

183 Queen's Road East

Wanchai, Hong Kong

Telephone: +852 2862 8555

Facsimile: +852 2865 0990

Email: hkinfo@computershare.com.hk

- iii -

DEFINITIONS

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

"Annual General Meeting" or

the annual general meeting of the Company to be held at

"AGM"

Unit 1603-1604, 16/F, Causeway Bay Plaza I, 489

Hennessy Road, Causeway Bay, Hong Kong on

Wednesday, 30 June 2021 at 3:00 p.m., to consider and,

if appropriate, to approve the resolutions contained in the

notice of the meeting which is set out on pages 18 to 21

of this circular, or any adjournment thereof

"Articles of Association"

the articles of association of the Company currently in

force

"Board"

the board of Directors

"CCASS"

the Central Clearing and Settlement System established

and operated by Hong Kong Securities Clearing

Company Limited

"Company"

Sisram Medical Ltd

醫療科技有限公司*, a company

incorporated in Israel with limited liability, the shares of

which are listed on the main board of the Stock Exchange

"Director(s)"

the director(s) of the Company

"External Director(s)"

Director(s) appointed as an external director(s) of the

Company under the Israeli Companies Law

"Fosun Pharma"

Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* 上海

復星醫藥(集團)股份有限公司, a joint stock company

established in the PRC with limited liability, the H shares

and A shares of which are listed and traded on the main

board of the Stock Exchange (stock code: 2196) and the

Shanghai Stock Exchange (stock code: 600196),

respectively

"Fosun Pharma Group"

Fosun Pharma and its subsidiaries, which for the purpose

of this circular only, excluding the Group

"Group"

the Company and its subsidiaries

"HK$"

Hong Kong dollars, the lawful currency of Hong Kong

  • For identification purpose only

- 1 -

DEFINITIONS

"Hong Kong"

the Hong Kong Special Administrative Region of the

PRC

"Israeli Companies Law"

the Companies Law 5759-1999 of Israel, effective from 1

February 2000, as amended from time to time, and the

regulations promulgated thereunder

"Issuance Mandate"

a general mandate proposed to be granted to the Directors

to allot, issue or deal with additional Shares of not

exceeding 20% of the total number of issued shares of the

Company as at the date of passing of the proposed

ordinary resolution contained in item 8 of the notice of

the Annual General Meeting

"Latest Practicable Date"

26 April 2021, being the latest practicable date prior to

the printing of this circular for ascertaining certain

information in this circular

"Listing Rules"

the Rules Governing the Listing of Securities on the

Stock Exchange as amended from time to time

"PRC"

the People's Republic of China, which for the purpose of

this circular only, excluding Hong Kong, the Macau

Special Administrative Region of the PRC and Taiwan

"SFO"

Securities and Futures Ordinance (Chapter 571 of the

laws of Hong Kong)

"Share(s)"

ordinary share(s) of NIS0.01 each in the issued capital of

the Company

"Share Buy-back Mandate"

a general mandate proposed to be granted to the Directors

to buy back Shares on the Stock Exchange of not

exceeding 10% of the total number of issued shares of the

Company as at the date of passing of the proposed

ordinary resolution contained in item 7 of the notice of

the Annual General Meeting

"Shareholder(s)"

holder(s) of Share(s)

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Takeovers Code"

The Code on Takeovers and Mergers approved by the

Securities and Futures Commission as amended from

time to time

- 2 -

LETTER FROM THE BOARD

Sisram Medical Ltd

復 醫療科技 有限公司*

(Incorporated in Israel with limited liability)

(Stock code: 1696)

Executive Directors:

Headquarters, Registered Office and

Mr. Yi LIU (Chairman)

Principal Place of Business in Israel:

Mr. Lior Moshe DAYAN (Chief Executive Officer)

14 Halamish Street

Mr. Guojun BU (Chief Financial Officer)

Caesarea Industrial Park

Caesarea 38900

Non-executive Directors:

Israel

Mr. Yifang WU

Mr. Yao WANG

Principal Place of

Ms. Rongli FENG

Business in Hong Kong:

Level 54, Hopewell Centre

Independent Non-executive Directors:

183 Queen's Road East

Mr. Heung Sang Addy FONG

Hong Kong

Mr. Chi Fung Leo CHAN

Ms. Jenny CHEN

Mr. Kai Yu Kenneth LIU

To the Shareholders

30 April 2021

Dear Sir/Madam,

PROPOSED RE-ELECTION OF DIRECTORS

AND

PROPOSED GRANTING OF GENERAL MANDATES TO

BUY BACK SHARES AND TO ISSUE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting.

2. PROPOSED RE-ELECTION OF DIRECTORS

In accordance with Article 41(c) of the Articles of Association, the Directors (other than any External Directors) shall be divided by the Board into three groups, designated as group I, group II and group III. Each group of Directors shall consist, as nearly as possible as determined by the Board, of one-third of the total number of Directors constituting the entire

  • For identification purpose only

- 3 -

LETTER FROM THE BOARD

Board (excluding the External Directors). The first term of office of the group I Directors has expired at the annual general meeting of the Company occurring in 2018; the first term of office of the group II Directors has expired at the annual general meeting of the Company in 2019; and the first term of office of the group III Directors has expired at the annual general meeting of the Company in 2020. Any Director whose term has expired (upon the expiry of the term of such Director's group) may be re-elected to the Board. At each annual general meeting of the Company, election or re-election of Directors following the expiration of the term of office of the Directors of a certain group, will be for a term of office that expires on the third annual general meeting of the Company next succeeding such election or re-election, such that from 2018 and forward, each year the term of office of only one group of Directors will expire (i.e., the term of office of Group I has initially expired at the annual general meeting of the Company held in 2018 and thereafter at 2021, 2024 etc.).

The Board shall have power to fill casual vacancy or appoint additional Director and any such Director appointed by the Board shall be placed in a group of Directors so that all groups are as nearly equal as possible. A Director so appointed will hold office until the next annual general meeting of the Company and shall be eligible for re-election pursuant to Article 41(g) of the Articles of Association for a term of office equal to the remaining period of the term of office of the Director whose office has been vacated or the term of office as designated by the Board in respect of the group in which such Director shall be placed (as the case may be).

On 20 August 2020, Ms. Rongli FENG has been appointed as a non-executive Director. In accordance with the Articles of Association, Ms. Rongli FENG will retire and being eligible, offer herself for re-election at the Annual General Meeting.

In accordance with Articles 41(c) and (d) of the Articles of Association, Mr. Guojun BU, Mr. Yifang WU and Mr. Kai Yu Kenneth LIU, being the group I Directors, will retire and being eligible, offer themselves for re-election at the Annual General Meeting for a term of office expiring on the third annual general meeting of the Company next succeeding such re-election. Ms. Rongli FENG, being a group II Director, will retire and being eligible, offer herself for re-election as a Director for remaining period of term of office of group II Directors in accordance with Article 41(g) of the Articles of Association (i.e. expiring at the annual general meeting of the Company in 2022.)

The nomination committee of the Company (the "Nomination Committee") has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the abovementioned Directors who will retire and be re-elected at the Annual General Meeting ("Retiring Directors") with reference to the nomination principles and criteria set out in the Company's Board Diversity Policy and Director Nomination Policy and the Company's corporate strategy, and the independence of all independent non-executive Directors. The Nomination Committee has recommended to the Board on re-election of all the Retiring Directors.

Details of the Directors proposed for re-election at the Annual General Meeting are set out in Appendix I to this circular.

- 4 -

LETTER FROM THE BOARD

3. PROPOSED GRANTING OF GENERAL MANDATE TO BUY BACK SHARES

At the annual general meeting of the Company held on 23 June 2020, a general mandate was granted to the Directors to buy back Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to buy back Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Share Buy-back Mandate to the Directors to buy back Shares on the Stock Exchange of not exceeding 10% of the total number of issued shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 7 of the notice of the Annual General Meeting (i.e. a total of 44,215,560 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting).

An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Share Buy-back Mandate is set out in Appendix II to this circular.

4. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on 23 June 2020, a general mandate was granted to the Directors to issue Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to issue Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Issuance Mandate to the Directors to allot, issue or deal with additional Shares (including warrants, convertible bonds and other securities carrying rights of subscription for or conversion into Shares) of not exceeding 20% of the total number of issued shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 8 of the notice of the Annual General Meeting (i.e. a total of 88,431,120 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting). An ordinary resolution to extend the Issuance Mandate by adding the number of Shares bought back by the Company pursuant to the Share Buy-back Mandate will also be proposed at the Annual General Meeting.

5. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 18 to 21 of this circular.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

- 5 -

LETTER FROM THE BOARD

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.sisram-medical.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 3:00 p.m. on Monday, 28 June 2021 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish.

6. NOTICE TO SHAREHOLDERS WHO HOLD SHARES REGISTERED IN THEIR OWN NAMES

Under the Israeli Companies Law, the Company is required to file a report with the Israeli Companies Registrar containing certain information on the Shareholders whose names appear on the register of members of the Company (that is, HKSCC Nominees Limited and Shareholders who have requested physical share certificates).

Solely for the purpose of enabling the Company to comply with the above reporting obligation, Shareholders and investors who acquire Shares following the listing of the Shares on the Stock Exchange and, if not already registered in their own names should, if not already provided, provide the following information to the Company's Hong Kong share registrar as soon as practicable following registration of their Shares:

  1. For Individuals

Please provide your passport number (or your identity card number if you do not hold a passport) and a notarized copy of your passport.

  1. For Corporations

Please provide the company number (as stated in the company's certificate of incorporation) and a notarized copy of the company's certificate of incorporation and a notarized copy of the company's certificate of good standing (if available) or an equivalent document.

If any of the above documents are not in English or Hebrew, the above documents should be accompanied by a notarized translation in English or Hebrew. Documents can be notarized by a notary public or by the Israeli Diplomatic or Consulate representative in the relevant jurisdiction where you are resident or located.

- 6 -

LETTER FROM THE BOARD

If you have any questions regarding the documents to be provided, please contact the Company's share registrar in Hong Kong at the address and telephone number stated below:

Computershare Hong Kong Investor Services Limited

17M Floor, Hopewell Centre

183 Queen's Road East

Wanchai

Hong Kong

Hotline number: +852 2862 8555

Email: hkinfo@computershare.com.hk

7. RECOMMENDATION

The Directors consider that the resolutions proposed at the Annual General Meeting are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions proposed at the Annual General Meeting.

Yours faithfully,

For and on behalf of the Board

Sisram Medical Ltd

復醫療科技有限公司*

Yi LIU

Chairman

  • For identification purpose only

- 7 -

APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting.

  1. Mr. Guojun BU ("Mr. BU")

Position and Experience

Mr. Guojun BU (步國軍), aged 45, was appointed as an executive Director and the chief financial officer of the Company on 17 January 2019.

Mr. BU has more than 22 years of financial management experience in medical and healthcare industry, in particular in finance operation, financing and investment activities. Mr. BU has been the vice president of Chindex Medical Limited ("CML"), a controlling shareholder of the Company and a subsidiary of Fosun Pharma, and the vice president of the Medical Technology Division of Fosun Pharma, in charge of finance operation and financing and investment activities for medical device business, since January 2017 and January 2019, respectively. He has also acted as the general manager of the finance department of CML from January 2011 to December 2016. Mr. BU worked with Chindex International, Inc. from January 1997 to December 2010, where he held a number of positions comprising finance manager, senior finance manager, assistant finance director and finance director of PRC region. Mr. BU graduated in July 1996 from Beijing University of Technology (the PRC) majoring in Economic Information Management and obtained a master's degree in Computer Science and Technology from Beijing University of Technology in July 2010 and an EMBA degree from Rutgers, the State University of New Jersey (United States) in November 2011, respectively.

Mr. BU has not held other directorship in the past 3 years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Mr. BU has renewed his letter of appointment with the Company for a period commencing from 31 August 2020 and ending on 20 August 2023, subject to the provision of retirement and rotation of Directors under the Articles of Association.

Relationships

Save as disclosed above, as far as the Directors are aware, Mr. BU does not have any relationships with other Directors, senior management, substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company.

- 8 -

APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. BU was not interested or deemed to be interested in any shares or underlying shares and debentures of the Company or its associated corporations pursuant to Part XV of the SFO.

Director's emoluments

Pursuant to the terms of the letter of appointment entered into between Mr. BU and the Company, Mr. BU will not receive any remuneration from the Company.

Information that needs to be disclosed and matters that need to be brought to the attention

of the Shareholders

As far as the Directors are aware, there is no information which is discloseable nor is Mr. BU involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. BU that need to be brought to the attention of the Shareholders.

  1. Mr. Yifang WU ("Mr. WU")

Position and Experience

Mr. Yifang WU (吳以芳), aged 51, was appointed as a non-executive Director on 17 October 2016.

Mr. WU joined the Fosun Pharma Group in April 2004 and is currently the executive director, chairman and chief executive officer of Fosun Pharma. He is also the non-executive director of Shanghai Henlius Biotech, Inc.* (上海復宏漢霖生物技術股份有限公司) (a company listed on the Stock Exchange (stock code: 2696)). He is a director of Gland Pharma Limited (a company listed on the Bombay Stock Exchange and the National Stock Exchange of India (stock code: GLAND)) and chairman of the supervisory committee of Sinopharm Holdings Co., Ltd.* (國藥控股股份有限公司) (a company listed on the Stock Exchange (stock code: 1099)).

Mr. WU was a technician, director, production officer, finance director, assistant to director of Xuzhou Biochemical Pharmaceutical Factory* (徐州生物化學製藥廠 ), now known as Jiangsu Wanbang Biopharmaceutical Company Limited* (江蘇萬邦生化醫藥集團有限責任 公司) ("Jiangsu Wanbang"), from June 1987 to April 1997, a deputy director of Xuzhou (Wanbang) Biopharmaceuticals Manufactures Plant* (徐州(萬邦)生物化學製藥廠 ), now known as Jiangsu Wanbang, from April 1997 to December 1998, the deputy general manager of Xuzhou Wanbang Biochemical Pharmaceutical Co., Ltd.* (徐州萬邦生化製藥有限公司),

  • For identification purpose only

- 9 -

APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

now known as Jiangsu Wanbang, from December 1998 to March 2007 and the president of Jiangsu Wanbang from March 2007 to April 2011 and has been the chairman and chief executive officer of Jiangsu Wanbang since April 2011.

Mr. WU graduated from Nanjing University of Science and Technology in the PRC majoring in International Commerce in 1996 and obtained a master's degree in Business Administration from Saint Joseph's University in the United States in 2005.

Save as disclosed above, Mr. WU has not held other directorship in the past 3 years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Mr. WU has renewed his letter of appointment with the Company for a period commencing from 31 August 2020 and ending on 20 August 2023, subject to the provision of retirement and rotation of Directors under the Articles of Association.

Relationships

Save as disclosed above, as far as the Directors are aware, Mr. WU does not have any relationships with other Directors, senior management, substantial shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. WU was interested in the following shares or registered capital of the Company and its associated corporations pursuant to Part XV of the SFO:

  1. 342,000 H shares of Fosun Pharma, a controlling shareholder of the Company, representing 0.06% of the issued share capital of Fosun Pharma held by Mr. WU personally.
  2. 718,900 A shares of Fosun Pharma, a controlling shareholder of the Company, representing 0.04% of the issued share capital of Fosun Pharma held by Mr. WU personally.

Save as disclosed above, Mr. WU was not interested or deemed to be interested in any shares or underlying shares and debentures of the Company or its associated corporations pursuant to Part XV of the SFO.

- 10 -

APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Director's emoluments

Pursuant to the terms of the letter of appointment entered into between Mr. WU and the

Company, Mr. WU will not receive any remuneration from the Company.

Information that needs to be disclosed and matters that need to be brought to the attention

of the Shareholders

As far as the Directors are aware, there is no information which is discloseable nor is Mr. WU involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. WU that need to be brought to the attention of the Shareholders.

  1. Ms. Rongli FENG ("Ms. FENG")

Position and Experience

Ms. Rongli FENG (馮蓉麗), aged 44, was appointed as a non-executive Director on 20 August 2020.

She has been the vice president of Fosun Pharma since April 2020, and the deputy chief human resources officer of Shanghai Fosun High Technology (Group) Co., Ltd.* (上海復星高 科技(集團)有限公司) and the managing director of the human resources of Shanghai Fosun Venture Capital Investment Management Co., Ltd.* (上海復星創業投資管理有限公司) from July 2018 to April 2020. Ms. FENG is also a supervisor of Shanghai Henlius Biotech, Inc.* (上 海復宏漢霖生物技術股份有限公司) (a company listed on the Stock Exchange (stock code: 2696)) and a non-executive director of Sinopharm Group Co. Ltd.* (國藥控股股份有限公司) (a company listed on the Stock Exchange (stock code:1099)). Previously, Ms. FENG served as

  1. human resources supervisor of Sealed Air Packaging (Shanghai) Co., Ltd.* (希悅爾包裝(
    )有限公司) from July 1996 to April 2000, a human resources manager of Grundfos Pumps (Shanghai) Co., Ltd.* (格蘭富水泵(上海)有限公司) from April 2000 to November 2002, the Asia-Pacific human resources manager of Emerson Electric (China) Investment Co., Ltd.* (艾 默生電氣(中國)投資有限公司) from November 2002 to July 2006, the PRC human resources planning manager of Dow Chemical (China) Co., Ltd.* (陶氏化學(中國)有限公司) from August 2006 to November 2009, the director of human resources of Shanghai Roche Pharmaceutical Co., Ltd.* (上海羅氏製藥有限公司) from November 2009 to January 2015, and the senior director of human resources at F. Hoffmann-La Roche AG from February 2015 to July 2018.
  • For identification purpose only

- 11 -

APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Ms. FENG graduated from Shanghai University in PRC with a major in Microcomputer Application in July 1996. In February 2002, she obtained a master's degree in Business Administration from Columbia Southern University in the United States through long distance learning.

Save as disclosed above, Ms. FENG has not held other directorship in the past 3 years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Ms. FENG has entered into a letter of appointment with the Company for a period commencing from 20 August 2020 and ending on 20 August 2023, subject to the provision of retirement and rotation of Directors under the Articles of Association.

Relationships

Save as disclosed above, as far as the Directors are aware, Ms. FENG does not have any relationships with other Directors, senior management, substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Ms. FENG was not interested or deemed to be interested in any shares or underlying shares and debentures of the Company or its associated corporations pursuant to Part XV of the SFO.

Director's emoluments

Pursuant to the terms of the letter of appointment entered into between Ms. FENG and the Company, Ms. FENG will not receive any remuneration from the Company.

Information that needs to be disclosed and matters that need to be brought to the attention

of the Shareholders

As far as the Directors are aware, there is no information which is discloseable nor is Ms. FENG involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Ms. FENG that need to be brought to the attention of the Shareholders.

- 12 -

APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

  1. Mr. Kai Yu Kenneth LIU ("Mr. LIU")

Position and Experience

Mr. Kai Yu Kenneth LIU (廖啟宇), aged 51, was appointed as an independent non-executive Director on 30 August 2017.

Mr. LIU has been appointed as an independent non-executive director of Fourace Industries Group Holdings Limited (stock code: 1455.HK) since August 2020, Hangzhou Tigermed Consulting Co., Ltd. (stock code: 300347.SZ and 3347.HK) since April 2020, and Tianli Education International Holdings Limited (stock code: 1773.HK) since June 2018, respectively. Besides, Mr. LIU worked with Hong Kong Exchanges and Clearing Limited (stock code: 388.HK) from June 2004 to October 2016, in his last position as assistant vice president in IPO Transactions, Listing & Regulatory Affairs Division. Prior to that, he worked with VC CEF Capital Limited (now known as VC Capital Limited) from September 2000 to May 2003, in his last position as an assistant manager in the corporate finance department. He also worked as an audit officer in the internal audit department of Kowloon-Canton Railway Corporation from January 2000 to September 2000, an assistant manager of the audit and control division of the Hong Kong branch of Banque Nationale de Paris from August 1996 to September 1997, an accountant of Ernst & Young from August 1994 to May 1996 and a junior accountant in the audit department of Kwan Wong Tan & Fong (merged with Deloitte Touche Tohmatsu in 1997) from May 1994 to August 1994.

Mr. LIU obtained a Bachelor of Engineering degree in Mechanical Engineering from the Imperial College of Science, Technology and Medicine of the University of London in August 1991 and a master of business administration degree in International Banking and Finance from the University of Birmingham in December 1998. Mr. LIU has been a member of the HKICPA since July 1999 and a fellow of the Association of Chartered Certified Accountants since April 2004.

Save as disclosed above, Mr. LIU has not held other directorship in the past 3 years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Mr. LIU has renewed its letter of appointment with the Company for a period commencing from 31 August 2020 and ending on 20 August 2023, subject to the provision of retirement and rotation of Directors under the Articles of Association.

- 13 -

APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Relationships

As far as the Directors are aware, Mr. LIU does not have any relationships with other Directors, senior management, substantial shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. LIU was not interested or deemed to be interested in any shares or underlying shares and debentures of the Company or its associated corporations pursuant to Part XV of the SFO.

Director's emoluments

Pursuant to the terms of the letter of appointment entered into between Mr. LIU and the Company, Mr. LIU will receive an annual director's fee of HK$200,000 from the Company.

Information that needs to be disclosed and matters that need to be brought to the attention

of the Shareholders

As far as the Directors are aware, there is no information which is discloseable nor is Mr. LIU involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. LIU that need to be brought to the attention of the Shareholders.

- 14 -

APPENDIX II

EXPLANATORY STATEMENT ON THE

SHARE BUY-BACK MANDATE

The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Buy-back Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 442,155,600 Shares.

Subject to the passing of the ordinary resolution set out in item 7 of the notice of the Annual General Meeting in respect of the granting of the Share Buy-back Mandate and on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting, i.e. being 442,155,600 Shares, the Directors would be authorized under the Share Buy-back Mandate to buy back, during the period in which the Share Buy-back Mandate remains in force, a total of 44,215,560 Shares, representing 10% of the total number of Shares in issue as at the date of the Annual General Meeting.

2. REASONS FOR SHARE BUY-BACK

The Directors believe that the granting of the Share Buy-back Mandate is in the best interests of the Company and the Shareholders.

Shares buy-back may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a buy-back will benefit the Company and the Shareholders.

3. FUNDING OF SHARE BUY-BACK

The Company may only apply funds legally available for share buy-back in accordance with its Articles of Association, the laws of Israel and/or any other applicable laws, as the case may be.

4. IMPACT OF SHARE BUY-BACK

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2020) in the event that the Share Buy-back Mandate was to be carried out in full at any time during the proposed buy-back period. However, the Directors do not intend to exercise the Share Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

- 15 -

APPENDIX II

EXPLANATORY STATEMENT ON THE

SHARE BUY-BACK MANDATE

5. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which Shares have traded on the Stock Exchange during each of the previous 12 months and including the Latest Practicable Date were as follows:

Month

Highest

Lowest

HK$

HK$

2020

April

2.83

2.47

May

2.81

2.41

June

3.51

2.50

July

3.08

2.54

August

2.83

2.45

September

2.70

2.41

October

2.53

2.20

November

2.82

2.11

December

3.50

2.44

2021

January

6.29

2.88

February

9.17

4.70

March

6.42

4.51

April (up to the Latest Practicable Date)

10.64

4.29

6. GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Share Buy-back Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Buy-back Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to buy back Shares pursuant to the Share Buy-back Mandate in accordance with the Listing Rules and the applicable laws of Israel.

- 16 -

APPENDIX II

EXPLANATORY STATEMENT ON THE

SHARE BUY-BACK MANDATE

7. TAKEOVERS CODE

If as a result of a buy-back of Shares pursuant to the Share Buy-back Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

To the best knowledge of the Company, as at the Latest Practicable Date, Fosun International Holdings Ltd. ("Fosun International"), through its subsidiaries, controls the exercise of voting rights in respect of a total of 330,558,800 Shares, representing approximately 74.76% of the total issued share capital of the Company. In the event that the Directors exercise the proposed Share Buy-back Mandate in full, the shareholdings held by the members of the concert party group would be changed as follows:

Percentage of

Percentage of

shareholdings

shareholdings

before exercise of

after exercise of

Number of

Share Buy-back

Share Buy-back

Shares held

Mandate in full

Mandate in full

CML

127,318,640

28.79%

31.99%

Ample Up Limited

203,240,160

45.97%

51.07%

Total

330,558,800

74.76%

83.07%

Accordingly, as the aggregate shareholding in the Company held by Fosun International exceeds 50%, exercise of the Share Buy-back Mandate should, subject to the specific circumstances in the particular case, not result in a mandatory offer obligation upon Fosun International under Rule 26 of the Takeovers Code. The Directors do not propose to exercise the Share Buy-back Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares held by the public Shareholders falling below the prescribed minimum percentage required by the Stock Exchange.

8. SHARE BUY-BACK MADE BY THE COMPANY

During the 6 months prior to the Latest Practicable Date, the Company had not bought back any of the Shares (whether on the Stock Exchange or otherwise).

- 17 -

NOTICE OF ANNUAL GENERAL MEETING

Sisram Medical Ltd

復 醫療科技 有限公司*

(Incorporated in Israel with limited liability)

(Stock code: 1696)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of Sisram Medical Ltd (the "Company") will be held at Unit 1603-1604, 16/F, Causeway Bay Plaza I, 489 Hennessy Road, Causeway Bay, Hong Kong on Wednesday, 30 June 2021 at 3:00 p.m. for the purposes of considering and, if thought fit, passing the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

    1. To receive the audited consolidated financial statements of the Company and the reports of the directors and auditors for the year ended 31 December 2020.
    2. To re-elect Mr. Guojun BU as an executive director of the Company.
    3. To re-elect Mr. Yifang WU as a non-executive director of the Company.
    4. To re-elect Ms. Rongli FENG as a non-executive director of the Company.
    5. To re-elect Mr. Kai Yu Kenneth LIU as an independent non-executive director of the Company.
    6. To re-appoint Ernst & Young as auditors of the Company and to authorize the board of directors of the Company to fix their remuneration.
    7. "THAT:
      1. subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to buy-back its shares in accordance with all applicable laws, rules and regulations;
      2. the total number of shares of the Company to be bought back pursuant to the mandate 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 (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and
  • For identification purpose only

- 18 -

NOTICE OF ANNUAL GENERAL MEETING

  1. for the purposes of this resolution:
    "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
    1. the conclusion of the next annual general meeting of the Company;
    2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
    3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting."

8. "THAT:

  1. subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers (including warrants, convertible bonds and other securities carrying rights of subscription for or conversion into the shares of the Company) during or after the end of the Relevant Period (as defined below) in accordance with all applicable laws, rules and regulations;
  2. the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:
    1. a Rights Issue (as defined below);
    2. the exercise of options under a share option scheme of the Company; and
    3. 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 articles of association 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 (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and

- 19 -

NOTICE OF ANNUAL GENERAL MEETING

  1. for the purposes of this resolution:
    "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
    1. the conclusion of the next annual general meeting of the Company;
    2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
    3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.

"Rights Issue" means an offer of shares open for a period fixed by the directors 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)."

9. "THAT conditional upon the passing of the resolutions set out in items 7 and 8 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 8 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of the number of shares bought back by the Company pursuant to the mandate referred to in resolution set out in item 7 of the Notice, provided that such number of shares shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution)."

For and on behalf of the Board

Sisram Medical Ltd

復醫療科技有限公司*

Yi LIU

Chairman

Hong Kong, 30 April 2021

  • For identification purpose only

- 20 -

NOTICE OF ANNUAL GENERAL MEETING

Notes:

  1. All resolutions at the Meeting will be taken by a poll pursuant to the articles of association and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
  2. Any shareholder of the Company ("Shareholders") entitled to attend and vote at the Meeting is entitled to appoint a proxy (or more than one proxy if he/she holds more than one share) to attend and on a poll, vote on his/her behalf. A proxy need not be a Shareholder. If more than one proxy is so appointed, the form of proxy shall specify the number of shares in respect of which each such proxy is so appointed. In case of a poll, every Shareholder present in person or by proxy shall be entitled to one vote for each share held by him/her.
  3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the Meeting (i.e. not later than 3:00 p.m. on Monday, 28 June 2021 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a Shareholder from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
  4. The register of members of the Company will be closed from Friday, 25 June 2021 to Wednesday, 30 June 2021 (both dates inclusive). In order to qualify for attending and voting at the Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration by 4:30 p.m. on Thursday, 24 June 2021.
  5. Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the Meeting arrangements at short notice. Shareholders should check the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.com.hk) and the Company (http://www.sisram-medical.com) for future announcements and updates on the Meeting arrangements.
  6. References to time and dates in this notice are to Hong Kong time and dates.

- 21 -

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Sisram Medical Ltd. published this content on 29 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2021 09:38:04 UTC.