The document is now available on the Stock Exchange of Hong Kong’s website. (website link) 

The Proposal represents an attractive opportunity for Scheme Shareholders to realise their investment in the Company with certainty amidst market volatility, potential geopolitical risk, industry and macro uncertainty.

Recommendation

The Independent Board Committee (“IBC”), having considered the Proposal, the Scheme, and the Special Deal, and having taken into account the advice of the Independent Financial Adviser, considers that the Proposal, the Scheme, and the Special Deal are fair and reasonable insofar as the Independent Shareholders are concerned.

Accordingly, the IBC recommends that the Independent Shareholders vote in favour of various resolutions to render the Scheme effective.

Further information on the reasons for the IBC’s recommendation, and the Independent Financial Adviser’s report are available in the Scheme Document.

Action required by Scheme Shareholders

All shareholders are advised to review the Scheme Document. Shareholders should refer to the Scheme Document for further information regarding the Proposal, the Scheme and the Special Deal, as well as the Notices of the Court Meeting and the EGM, together with the forms of proxy in relation thereto.

In accordance with the directions of the Grand Court, the Court Meeting will be held at 10:00 a.m. (Hong Kong time) on 10 November 2025 at United Conference Centre, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong. The EGM will be held at the same place and on the same date at 10:30 a.m.

Kangji Medical shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Background to the Proposal

On 17 July 2025, the Offeror requested the Board to put forward the Proposal to the Shareholders for the privatisation of the Company by way of a scheme of arrangement under section 86 of the Companies Act. Upon completion of the Proposal, the Company will become a wholly-owned subsidiary of the Offeror and the listing of the Shares will be withdrawn from the Stock Exchange.

Kangji Medical Holdings Limited

Kangji Medical is a medical device group founded in 2004 with headquarters at Hangzhou, Zhejiang Province, China. It was listed at the mainboard of the Stock Exchange of Hong Kong in June 2020 (Stock Code: 9997.HK). The Company specialize in the design, development, manufacture and sale of minimally invasive surgery instruments and accessories (“MISIA”) . It strives for the mission of “providing physicians with high-quality products and services, and dedicating to improve people’s health”. The Company offers a comprehensive product portfolio to provide physicians and hospitals one-stop and tailored surgical solutions primarily for four major surgical specialties, including obstetrics and gynecology, general surgery, urology, and thoracic surgery. It also committed to developing an internationally recognized minimally invasive surgery instruments and accessories platform with global coverage.

About Knight Bidco Limited

Each of the Offeror, MidCo and TopCo is a newly incorporated company in the Cayman Islands with limited liability and an investment holding company set up solely for the purposes of implementing the Proposal. As at the Latest Practicable Date, the Offeror is wholly owned by MidCo, which in turn is wholly owned by TopCo. As at the Latest Practicable Date, TopCo is held by the Consortium Members, as to approximately 25.53% by Fortune Spring ZM, approximately 14.47% by Fortune Spring YG, approximately 24.38% by TPG Asia VII, approximately 5.01% by Keyhole, approximately 5.69% by Knight Success, approximately 4.56% by NewQuest V and approximately 20.36% by Al-Rayyan Holding. As at the Latest Practicable Date, save as disclosed in the section headed “11. Shareholding Structure of the Company” in Part VII – Explanatory Memorandum of the Scheme Document, none of TPG Asia VII, Keyhole, Knight Success, NewQuest V and Al-Rayyan Holding is a Shareholder.

Kangji Medical is controlled by Mr. Zhong and his spouse Ms. Shentu who together hold 52.98% of the shares in Kangji Medical. Following the privatisation of Kangji Medical, Mr. Zhong and Ms. Shentu will remain the largest shareholders in the ultimate parent company of the Offeror, holding 40.00% of the shares in TopCo via Fortune Spring ZM and Fortune Spring YG. Further details are available in the Scheme Document.

Each of the Founder Entities is a business company incorporated in the British Virgin Islands.

Knight Success is a newly incorporated company in Singapore with limited liability and an investment holding company. Keyhole is an exempted company incorporated in the Cayman Islands with limited liability and an investment holding company. TPG Asia VII is a company incorporated in Singapore with limited liability. Each of Knight Success and Keyhole is either wholly owned or controlled by TPG Asia VII, which is in turn controlled by TPG Asia GenPar VII Advisors, Inc. and ultimately controlled by TPG Inc., a publicly traded Delaware corporation (NASDAQ).

TPG is a leading global alternative asset management firm founded in 1992 with more than US$269 billion of assets under management as of 30 June 2025. For many years, TPG has been investing in transformation, growth, and innovation and aims to build dynamic products and strategies for its investors while also instituting discipline and operational excellence across its investment strategies and performance of its portfolios.

NewQuest V is a company incorporated in Singapore with limited liability and an investment holding company. NewQuest V is wholly owned by NewQuest Asia Fund V, L.P., which is in turn controlled by NewQuest Asia Fund V GP Ltd. and ultimately controlled by TPG Inc., a publicly traded Delaware corporation (NASDAQ).

Established in 2011, NewQuest is one of Asia’s leading secondary private equity platforms with the most experienced secondary team in Asia across five offices. Since its founding, NewQuest has focused on working with GPs to create bespoke, tailored solutions to meet liquidity and other strategic needs of private asset owners and their stakeholders. Starting from a strategic partnership forged in 2018, NewQuest became wholly owned by TPG in January 2022.

Al-Rayyan Holding is a limited liability company established in 2012 under the regulations of the Qatar Financial Centre Authority in the State of Qatar, and is a 100%-owned indirect subsidiary of QIA, the sovereign wealth fund of the State of Qatar. QIA was founded in 2005 to invest and manage the state reserve funds. QIA is among the largest and most active sovereign wealth funds globally. QIA invests across a wide range of asset classes and regions as well as in partnership with leading institutions around the world to build a global and diversified investment portfolio with a long-term outlook. As at the Latest Practicable Date, Al-Rayyan Holding and its concert parties (other than those who are, or deemed to be, acting in concert with Al-Rayyan Holding solely in connection with the Consortium) are not interested in any Shares.

All capitalized terms which are used in this press release but not otherwise defined herein shall have the meanings ascribed to them in the Scheme Document dated 13 October 2025. This press release should be read in conjunction with the Scheme Document, a copy of which is available on (website link).