XANDAR CAPITAL PTE. LTD.

CIRCULAR DATED 14 OCTOBER 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY.

This Circular is issued by Aoxin Q & M Dental Group Limited (the “Company”, together with its subsidiaries, the “Group”). Ifyou are in any doubt about the contents of this Circular or the course of action you should take, you should consult yourstockbroker, bank manager, solicitor, accountant, tax adviser or any other professional adviser immediately.

If you have sold or transferred all your ordinary shares in the capital of the Company (the “Shares”) held through The CentralDepository (Pte) Limited (“CDP”), you need not forward this Circular to the purchaser or transferee as arrangements will be made byCDP for a separate Circular to be sent to the purchaser or transferee. If you have sold or transferred all your Shares represented byphysical share certificate(s) which are not deposited with the CDP, you should immediately forward this Circular, together with theNotice of Extraordinary General Meeting (“EGM”) and the accompanying Proxy Form to the purchaser or transferee, or to the bank,stockbroker or agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee.

Capitalised terms appearing on the cover of this Circular have the same meanings as defined herein.

In view of the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies,Business Trusts, Unit Trusts and Debenture Holders) Order 2020, a printed copy of this Circular, the Notice of EGM, the Proxy Formand other documents related to this Circular will NOT be sent to Shareholders. Instead, these documents will be made available onSGXNet at https://www.sgx.com/securities/company-announcements and the Company’s website at http://www.aoxinqm.com.sg.

Due to the current COVID-19 restriction orders in Singapore, Shareholders will not be able to attend the EGM. Instead,alternative arrangements have been put in place to allow Shareholders to participate at the EGM by (a) watching the proceedings ofthe EGM via “live” webcast or listening to the proceedings of the EGM via “live” audio feed, (b) submitting questions in advance of theEGM in relation to any resolution set out in the Notice of EGM, and/or (c) appointing the Chairman of the EGM as proxy to vote onbehalf of them at the EGM.

Please refer to Section 12 of this Circular for further information, including the steps to be taken by Shareholders to participate at theEGM.

This Circular has been prepared by the Company and its contents have been reviewed by the Company’s Sponsor, SAC CapitalPrivate Limited (the “Sponsor”).

This Circular has not been examined or approved by the Singapore Exchange Securities Trading Limited (the “SGX-ST”) and theSGX-ST assumes no responsibility for the contents of this Circular, including the correctness of any of the statements or opinionsmade, or reports contained in this Circular.

The contact person for the Sponsor is Ms Lee Khai Yinn (Telephone: (65) 6232 3210) at 1 Robinson Road, #21-00, AIA Tower,Singapore 048542.

AOXIN Q & M DENTAL GROUP LIMITED(Company Registration No. 201110784M)

(Incorporated in the Republic of Singapore)

CIRCULAR TO SHAREHOLDERS

IN RELATION TO

(1) THE PROPOSED ACQUISITION OF 49% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF ACUMENDIAGNOSTICS PTE. LTD. (“PROPOSED ACQUISITION”) AS AN INTERESTED PERSON TRANSACTION

(2) THE PROPOSED ENTRY INTO THE SHAREHOLDERS’ AGREEMENT WITH Q & M DENTAL GROUP (SINGAPORE)LIMITED (“PROPOSED JOINT VENTURE”) AS AN INTERESTED PERSON TRANSACTION

(3) THE PROPOSED ISSUE OF CONSIDERATION SHARES (“PROPOSED ISSUE”) AND THE TRANSFER OFCONTROLLING INTEREST TO DR ONG SIEW HWA ARISING FROM THE PROPOSED ACQUISITION (“TRANSFEROF CONTROLLING INTEREST”)

(4) THE PROPOSED APPOINTMENT OF DR ONG SIEW HWA AS AN EXECUTIVE DIRECTOR OF THE COMPANY(“PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR”)

(5) THE PROPOSED DIVERSIFICATION OF THE GROUP’S BUSINESS TO INCLUDE MEDICAL DIAGNOSTICSBUSINESS (“PROPOSED DIVERSIFICATION”)

XANDAR CAPITAL PTE. LTD.Independent Financial Adviser to the Non-Interested Directors in respect to

the Proposed Acquisition and the Proposed Joint Venture as Interested Person Transactions

Important Dates and TimesLast date and time for lodgement of Proxy Form : 26 October 2021 at 2.00 p.m.Date and time of Extraordinary General Meeting : 29 October 2021 at 2.00 p.m.Place of Extraordinary General Meeting : The EGM will be held by way of electronic means

TABLE OF CONTENTS

1

Page

CORPORATE INFORMATION .................................................................................................................. 2

DEFINITIONS............................................................................................................................................. 3

LETTER TO SHAREHOLDERS ................................................................................................................ 9

1. INTRODUCTION ....................................................................................................................... 9

2. THE PROPOSED ACQUISITION............................................................................................ 10

3. THE PROPOSED ACQUISITION AND THE PROPOSED JOINT VENTURE ASINTERESTED PERSON TRANSACTIONS ............................................................................ 20

4. THE PROPOSED ISSUE AND THE TRANSFER OF CONTROLLING INTEREST............... 23

5. THE PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR.......................................... 23

6. THE PROPOSED DIVERSIFICATION.................................................................................... 24

7. DRAG-ALONG AND TAG-ALONG.......................................................................................... 35

8. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS ................................... 37

9. DIRECTORS’ RECOMMENDATIONS .................................................................................... 38

10. ABSTENTION FROM VOTING ............................................................................................... 39

11. EXTRAORDINARY GENERAL MEETING .............................................................................. 39

12. ACTION TO BE TAKEN BY SHAREHOLDERS...................................................................... 39

13. CONSENT OF LEGAL ADVISER............................................................................................ 41

14. CONSENT OF THE INDEPENDENT VALUER....................................................................... 41

15. CONSENT OF THE IFA .......................................................................................................... 41

16. RESPONSIBILITY STATEMENTS.......................................................................................... 41

17. DOCUMENTS AVAILABLE FOR INSPECTION ..................................................................... 42

APPENDIX I – SHAREHOLDING STRUCTURE OF THE TARGET GROUP ........................................ I-1

APPENDIX II – SUMMARY OF VALUATION REPORT ........................................................................ II-1

APPENDIX III – SUMMARY OF CONDITIONS TO THE PROPOSED ACQUISITION ........................ III-1

APPENDIX IV – DISCLOSURE PURSUANT TO APPENDIX 7F OF THE CATALIST RULES.......... IV-1

APPENDIX V – IFA LETTER................................................................................................................. V-1

APPENDIX VI – SALIENT TERMS OF THE SHA................................................................................ VI-1

NOTICE OF EXTRAORDINARY GENERAL MEETING ....................................................................... N-1

PROXY FORM ....................................................................................................................................... P-1

CORPORATE INFORMATION

2

CORPORATE INFORMA TION

Board of Directors : Mr Chua Ser Miang (Non-Executive Chairman and Independent Director)Dr Shao Yongxin (Executive Director and Group Chief Executive Officer)Mr San Yi Leong @ Tan Yi Leong (Executive Director and Deputy ChiefExecutive Officer)Professor Chew Chong Yin @ Chew Chong Lin (Independent Director)Mr Lin Ming Khin (Independent Director)

Company Secretaries : Cheok Hui YeeLee Pay Lee

Registered Office : 80 Robinson Road#02-00, Singapore 068898

Share Registrar andShare Transfer Office

: Tricor Barbinder Share Registration Services80 Robinson Road#11-02, Singapore 068898

Sponsor : SAC Capital Private Limited1 Robinson Road#21-00, AIA TowerSingapore 048542

Auditors : RSM Chio Lim LLP8 Wilkie Road#04-08, Wilkie EdgeSingapore 228095

Independent FinancialAdviser to theNon-InterestedDirectors in relation tothe ProposedAcquisition and theProposed Joint Venture

: Xandar Capital Pte. Ltd.3 Shenton Way#24-02 Shenton HouseSingapore 068805

Independent Valuer : Cushman & Wakefield VHS Pte. Ltd.3 Church Street#09-03 Samsung HubSingapore 049483

Legal Adviser to theCompany on SingaporeLaw for the ProposedTransactions

: Harry Elias Partnership LLP4 Shenton Way#17-01, SGX Centre 2Singapore 068807Date of Appointment: 22 July 2021

DEFINITIONS

3

In this Circular, the following definitions apply throughout unless the context otherwise requires orotherwise stated:DEFINIT ION S

“1H” : 6-month financial period ended on 30 June.

“Acumen Holdings” : Acumen Holdings Pte. Ltd.

“Acumen HoldingsDistribution”

: Has the meaning ascribed to it in Section 2.5.5 of this Circular.

“Acumen HoldingsShareholders”


“Aoxin Target Director” : The Target Director appointed by the Company.

“ARL” : Acumen Research Laboratories Pte. Ltd.

“ART” : Antigen Rapid Test.

“Associate” : (A) in relation to any individual, including any Director, chief executiveofficer, Substantial Shareholder or Controlling Shareholder (beingan individual) means:

(i) his immediate family (i.e. spouse, child, adopted child,stepchild, sibling and parent);

(ii) the trustees of any trust of which he or his immediate familyis a beneficiary or, in the case of a discretionary trust, is adiscretionary object; and

(iii) any company in which he and his immediate family together(directly or indirectly) have an interest of 30% or more; and

(B) in relation to a Substantial Shareholder or Controlling Shareholder(being a company) means any other company which is itssubsidiary or holding company or is a subsidiary of such holdingcompany or one in the equity of which it and/or such othercompany or companies taken together (directly or indirectly) havean interest of 30% or more,

or such other definition as the Catalist Rules may from time to timeprescribe.

“Audit Committee” : The audit committee of the Company as at the date of this Circular,comprising Mr Chua Ser Miang, Professor Chew Chong Yin @ ChewChong Lin and Mr Lin Ming Khin.

“Auditors” : The auditors of the Company for the time being.

“Board” : The board of Directors of the Company as at the Latest PracticableDate.

“Business Day” : A day (other than a Saturday, Sunday or gazetted public holiday) onwhich commercial banks are open for business in Singapore.

“Catalist” : The Catalist Board of the of the SGX-ST.

“Catalist Rules” : Section B: Rules of Catalist of the Listing Manual of the SGX-ST, asamended, modified or supplemented from time to time.

DEFINITIONS

4

“CDP” : The Central Depository (Pte) Limited.

“Circular” : This circular to Shareholders dated 14 October 2021.

“Companies Act” : The Companies Act (Chapter 50) of Singapore, as amended, modifiedor supplemented from time to time.

“Company” : Aoxin Q & M Dental Group Limited.

“Completion” : The completion of the Proposed Acquisition.

“Completion Date” : Has the meaning ascribed to it in Section 2.5.3 of this Circular.

“Conditions” : Has the meaning ascribed to it in Section 2.5.2 of this Circular.

“Consideration Shares” : The new Shares which will be allotted and issued to the Sellers as aresult of the Proposed Acquisition.

“Constitution” : The constitution of the Company, as amended, modified orsupplemented from time to time.

“control” : The capacity to dominate decision-making, directly or indirectly, inrelation to the financial and operating policies of the Company.

“Controlling Interest” : The interest of the Controlling Shareholder.

“Controlling Shareholder” : A person who:

(a) holds directly or indirectly 15% or more of the nominal amount ofall voting Shares in the Company, unless determined bySGX-ST that such person is not a controlling shareholder; or

(b) in fact exercises control over the Company,

or such other definition as the Catalist Rules may from time to timeprescribe.

“COVID-19 : The infectious disease caused by the SARS-CoV-2 virus.

“CPF” : Central Provident Fund.

“Directors” : The directors of the Company from time to time.

“Distribution Schedule” : Has the meaning ascribed to it in Section 2.5.5 of this Circular.

“Dr Ong” : Dr Ong Siew Hwa.

“Drag-Along Notice” : Has the meaning ascribed to it in Section 7.1.1 of this Circular.

“Drag-Along Purchaser” : Has the meaning ascribed to it in Section 7.1.1 of this Circular.

“Drag-Along Right” : Has the meaning ascribed to it in Section 7.1.2 of this Circular.

“Dragged-Along TargetShareholders”


“EGM” : The extraordinary general meeting of the Company, notice of which isset out on pages N-1 to N-5 of this Circular, to be held by way ofelectronic means on 29 October 2021 at 2.00 p.m.

DEFINITIONS

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“Enlarged Share Capital” : Enlarged issued and paid-up share capital of the Company (excludingtreasury shares and subsidiary holdings), consisting of 508,847,635Shares, following the Completion.

“Executive Director” : A Director who is an employee of the Group and performs an executivefunction.

“Existing Business” : Has the meaning ascribed to it in Section 6.2 of this Circular.

“Existing Share Capital” : Existing issued and paid-up share capital of the Company (excludingtreasury shares and subsidiary holdings) as at the Latest PracticableDate, consisting of 381,574,909 Shares.

“FY” : Financial year ended on 31 December.

“Group” : The Company and its subsidiaries, collectively.

“HPB” : The Health Promotion Board of Singapore.

“HRW” : Has the meaning ascribed to it in Section 6.4.3 of this Circular.

“IFA” : Xandar Capital Pte. Ltd., the independent financial adviser appointedby the Company to advise the Non-Interested Directors on theProposed Acquisition and the Proposed Joint Venture.

“IFA Letter” : The letter dated 14 October 2021 from the IFA addressed to theNon-Interested Directors as set out in Appendix V of this Circular.

“IFA Opinion” : Has the meaning ascribed to it in Section 3.1.5 of this Circular.

“Independent Director(s)” : A Non-Executive Director of the Company who is independent.

“Independent Valuer” : Cushman & Wakefield VHS Pte. Ltd.

“Issue Price” : S$0.231 per Consideration Share.

“Latest Practicable Date” : The latest practicable date prior to the despatch of this Circular, being4 October 2021.

“LPS” : Loss per Share.

“LQN” : Has the meaning ascribed to it in Section 1.4 of this Circular.

“Market Day” : A day on which the SGX-ST is open for trading in securities.

“Medical DiagnosticsBusiness”

: Has the meaning ascribed to it in Section 6.3 of this Circular.

“MOH” : The Ministry of Health of Singapore.

“Moratorium” : Has the meaning ascribed to it in Section 2.5.5 of this Circular.

“Non-Executive Director” : A Director other than an Executive Director.

“Non-Interested Directors” : Directors who are considered independent in relation to the ProposedAcquisition and the Proposed Joint Venture, being Mr Chua Ser Miang,Dr Shao Yongxin, Professor Chew Chong Yin @ Chew Chong Lin andMr Lin Ming Khin.

“Notice of EGM” : The notice of EGM as set out on pages N-1 to N-5 of this Circular.

DEFINITIONS

6

“NTA” : Net tangible assets.

“Ordinary Resolutions” : The ordinary resolutions as set out in the Notice of EGM.

“Parties” : The Company and the Sellers.

“PCR” : Polymerase chain reaction.

“PRC” : People’s Republic of China.

“PRC Entity” : 0'.+)*%-/(,1$& (Suzhou Ruizhi Haomin MedicalTechnology Private Limited), being a company incorporated in thePRC.

“Preliminary Valuation” : Has the meaning ascribed to it in Section 2.5.1(a) of this Circular.

“Proposed Acquisition” : The proposed acquisition by the Company of 49% of the issued andpaid-up share capital of the Target as an interested person transaction.

“Proposed Appointment ofExecutive Director”

: The proposed appointment of Dr Ong Siew Hwa as an ExecutiveDirector of the Company.

“Proposed Diversification” : The proposed diversification of the Group’s business to includeMedical Diagnostics Business.

“Proposed Issue” : Has the meaning ascribed to it in Section 2.5.1(b) of this Circular.

“Proposed Joint Venture” : The proposed entry by the Company into the SHA with Q & M as aninterested person transaction.

“Proposed Resolutions” : Has the meaning given to it in Section 1.1 of this Circular.

“Proposed Transactions” : Collectively, the Proposed Acquisition, the Proposed Joint Venture, theProposed Issue and the Transfer of Controlling Interest, the ProposedAppointment of Executive Director and the Proposed Diversification.

“Purchase Consideration” : Has the meaning given to it in Section 2.5.1(b) of this Circular.

“Q & M” : Q & M Dental Group (Singapore) Limited, a company incorporated inSingapore and listed on the Mainboard of the SGX-ST.

“Q & M Target Director” : The Target Director appointed by Q & M.

“Register of Members” : The register of members of the Company.

“Resignation Event” : Has the meaning ascribed to it in Section 2.5.6 of this Circular.

“Sale Event” : Has the meaning ascribed to it in Section 2.5.6 of this Circular.

“Sale Shares” : 1,470,000 ordinary shares in the issued and paid-up share capital ofthe Target, representing 49% of the share capital of the Target.

“Securities Account” : A securities account maintained by a depositor with CDP, but does notinclude a securities sub-account maintained with a Depository Agent.

“Sellers” : Acumen Holdings and Dr Ong.

“Selling TargetShareholder”


DEFINITIONS

7

“Service Agreement” : Has the meaning ascribed to it in Section 2.9.1(b) of this Circular.

“SFA” : The Securities and Futures Act (Chapter 289) of Singapore, asamended, modified or supplemented from time to time.

“SGX-ST” : Singapore Exchange Securities Trading Limited.

“SHA” : The shareholders’ agreement to be entered into amongst theCompany, the Target and Q & M on Completion in relation to theProposed Joint Venture.

“Shareholders” : Registered holders of Shares in the register of members of theCompany, except that where the registered holder is CDP, the term“Shareholders” shall, where the context admits, mean the personsnamed as Depositors in the Depository Register maintained by CDPand into whose Securities Accounts those Shares are credited.

“Shares” : Ordinary shares in the capital of the Company.

“SPD” : The conditional sale and purchase deed dated 1 October 2021 enteredinto between the Company and the Sellers in relation to the ProposedAcquisition.

“Sponsor” : SAC Capital Private Limited.

“Stamp Duty” : Has the meaning ascribed to it in Section 2.5.7 of this Circular.

“Substantial Shareholder” : A person who has an interest (directly or indirectly) of 5% or more ofthe total voting Shares.

“Summary of ValuationReport”

: A summary of the Valuation Report set out in Appendix II of thisCircular.

“Tag-Along Offer” : Has the meaning ascribed to it in Section 7.2.1 of this Circular.

“Tag-Along Purchaser” : Has the meaning ascribed to it in Section 7.2.1 of this Circular.

“Tag-Along Right” : Has the meaning ascribed to it in Section 7.2.3 of this Circular.

“Target” : Acumen Diagnostics Pte. Ltd.

“Target Board” : The board of directors of the Target.

“Target Directors” : The directors of the Target.

“Target Group” : The Target and ARL, collectively.

“Target Shareholders” : Shareholders of the Target.

“Target Shares” : Shares in the capital of the Target.

“Transfer of ControllingInterest”

: The transfer of Controlling Interest to Dr Ong, as a result of theallotment and issuance of 92,654,545 Consideration Shares to Dr Ongpursuant to the Proposed Acquisition.

“Valuation Date” : 30 June 2021.

DEFINITIONS

8

“Valuation Report” : The valuation report issued by the Independent Valuer in relation to thevaluation of 49% equity interest in the capital of Target Group dated 4October 2021, a summary of which is set out in Appendix II of thisCircular.

“VWAP” : Volume weighted-average price per Share.

Currencies, Units and Others

“S$” and “S$ cents” : Singapore dollars and cents, respectively.

“%” : Percentage or per centum.

The terms “Depositor”, “Depository Agent” and “Depository Register” shall have the same meaningsascribed to them respectively in Section 81SF of the SFA.

The terms “treasury shares” and “subsidiary” shall have the meanings ascribed to them in Sections 4and 5 of the Companies Act respectively.

Words importing the singular shall, where applicable, include the plural and vice versa and words importingthe masculine gender shall, where applicable, include the feminine and neuter genders and vice versa.References to persons shall, where applicable, include corporations.

Any reference in this Circular to any statute or enactment is a reference to that statute or enactment for thetime being amended or re-enacted. Any word defined in the Companies Act, the SFA, the Catalist Rules orany statutory or regulatory modification thereof and used in this Circular shall, where applicable, have themeaning ascribed to it under the Companies Act, the SFA, the Catalist Rules or any statutory or regulatorymodification thereof (as the case may be) unless otherwise provided.

Any reference to a time of day in this Circular shall be a reference to Singapore time unless otherwisestated.

The total of figures listed in certain tables included in this Circular may not be the same as the arithmeticsum of the figures. Any such discrepancies are due to rounding.

The headings in this Circular are inserted for convenience only and shall be ignored in construing thisCircular.

LETTER TO SHAREHOLDERS

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AOXIN Q & M DENTAL GROUP LIMITED(Company Registration Number: 201110784M)

(Incorporated in the Republic of Singapore)LETTER TO SHAR EHOLD ER S

Directors: Registered Office:

Mr Chua Ser Miang (Non-Executive Chairman andIndependent Director)

80 Robinson Road#02-00Singapore 068898

Dr Shao Yongxin (Executive Director and GroupChief Executive Officer)

Mr San Yi Leong @ Tan Yi Leong (Executive Director and DeputyChief Executive Officer)

Professor Chew Chong Yin @ Chew Chong Lin (Independent Director)

Mr Lin Ming Khin (Independent Director)

14 October 2021

To: The Shareholders of AOXIN Q & M DENTAL GROUP LIMITED

Dear Sir/Madam,

1. INTRODUCTION

1.1 EGM. The Directors propose to convene an EGM to be held by electronic means on 29 October2021 at 2.00 p.m. to seek Shareholders’ approval in respect of the following proposed resolutions:

1.1.1 The Proposed Acquisition (Ordinary Resolution 1);

1.1.2 The Proposed Joint Venture (Ordinary Resolution 2);

1.1.3 The Proposed Issue and Transfer of Controlling Interest (Ordinary Resolution 3);

1.1.4 The Proposed Appointment of Executive Director (Ordinary Resolution 4); and

1.1.5 The Proposed Diversification (Ordinary Resolution 5);

(collectively, the "Proposed Resolutions").

1.2 The Directors wish to highlight that the Proposed Resolutions are inter-conditional. For theavoidance of doubt, this means that if any of the Proposed Resolutions is not approved, the otherProposed Resolutions would not be carried.

1.3 Circular. The purpose of this Circular is to provide Shareholders with information relating to theProposed Resolutions to be tabled at the EGM. The Notice of EGM is set out on N-1 to N-5 of thisCircular. The SGX-ST assumes no responsibility for the accuracy of any statements or opinionsmade or reports contained in this Circular. If a Shareholder is in any doubt as to the course ofaction he should take, he should consult his stockbroker, bank manager, solicitor, accountant, taxadviser or other professional adviser immediately.

1.4 Listing of Consideration Shares. On 11 October 2021, the Company announced that it has on 8October 2021 received a listing and quotation notice (“LQN”) for the listing of, and quotation for,the Consideration Shares, subject to:

compliance with the SGX-ST’s listing requirements for the Consideration Shares; and

Shareholders' approval for the Proposed Transactions to be obtained at the EGM.


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The LQN granted by the SGX-ST is not to be taken as an indication of the merits of theConsideration Shares, the Company and/or its subsidiaries.

2. THE PROPOSED ACQUISITION

2.1 Background

On 16 August 2021, the Company announced that it had, on 15 August 2021, entered into abinding term sheet with the Sellers in relation to the Proposed Acquisition.

Following negotiations between the Parties, the Company has on 4 October 2021 announced thatit had, on 1 October 2021, entered into the SPD with the Sellers in relation to the ProposedAcquisition by the Company of the Sale Shares, representing 49% of the issued and paid-up sharecapital of the Target at the Purchase Consideration.

Upon completion of the Proposed Acquisition, the Target will become an associated company ofthe Group.

The Proposed Acquisition constitutes a “discloseable transaction” under the Catalist Rules.However, the Company put forth the Proposed Acquisition for the approval of Shareholders at theEGM, in view that it is the Group's first venture into the Medical Diagnostics Business and thetransaction constitutes an interested person transaction.

2.2 Information on the Sellers, the Target and the Target Group

The information on the Sellers, the Target and the Target Group in this Circular was provided bythe Sellers. In respect of such information, the Company and the Board have not independentlyverified the accuracy and correctness of the same and the Company’s responsibility is limited tothe proper extraction and reproduction herein in the context that the information is being disclosedin this Circular.

Acumen Holdings

The information of Acumen Holdings as at the Latest Practicable is set out below:

Entity type : Private company limited by shares

Place of incorporation : Singapore

Date of incorporation : 6 February 2018

Business activities : Investment holding

Directors : (1) Tan Lee Meng(2) Pong Chen Yih

Shareholders : (1) Tan Lee Meng (37.07%)(2) HC Surgical Specialists Limited (6.12%)(3) Shinex Capital Pte. Ltd. (6.12%)(4) Ng Aik Hong (5.10%)(5) 23 other shareholders (45.59%)1

Shareholdings in Target : Legal and beneficial owner of 399,480 Sale Shares, representing13.33% of the issued and paid-up share capital of the Target

1 Each of the 23 other shareholders holds less than 5% of the total and issued paid-up share capital of Acumen Holdings.


11

Dr Ong

As at the Latest Practicable Date, Dr Ong is the legal and beneficial owner of 1,070,160 SaleShares, representing 35.67% of the issued and paid-up share capital of the Target.

None of Acumen Holdings or its directors and shareholders, or Dr Ong is related to any of theDirectors, Controlling Shareholders, chief executive officer of the Company and/or their respectiveAssociates. As at the Latest Practicable Date, none of Acumen Holdings or its directors andshareholders, or Dr Ong holds Shares, directly or indirectly, in the Company.

2.3 The Target Group

2.3.1 The Target Group consists of the Target and as at Completion, ARL.

2.3.2 The Target is a private company limited by shares incorporated in Singapore on 9 April 2020. TheTarget is a medical technology company that focuses on the research, manufacture, sale anddistribution of PCR diagnostic test kits, as well as conducting of laboratory testing, including but notlimited to infectious diseases, cancer and COVID-19.

2.3.3 ARL is a private company limited by shares incorporated in Singapore on 15 March 2010 andprincipally engaged in the business of providing biomedical research and development services.

2.3.4 As at the Latest Practicable Date:

the directors of the Target are Dr Ong, Dr Ng Chin Siau and Dr Chong Kai Chuan; and

the shareholders of the Target are as follows:

Name Number ofshares

Shareholdingpercentage in

Target (%)Q & M 1,530,000 51.00Acumen Holdings 399,840 13.33Dr Ong 1,070,160 35.67Total 3,000,000 100.00

The shareholding structure of the Target Group is set out at Appendix I of this Circular.

As at the Latest Practicable Date, the sole director and shareholder of ARL is Dr Ong. TheTarget had, on 22 April 2020, entered into an option agreement with Dr Ong pursuant towhich Dr Ong granted the Target the right to purchase from Dr Ong her interest constitutingthe entire share capital of at any time within 18 months after 22 April 2020. Pursuant to theterms of the aforementioned option agreement, the purchase consideration payable by theTarget for the entire share capital of ARL amounted to S$3,000,000 and shall be satisfiedwholly in cash. In connection with the Proposed Acquisition, Dr Ong is required to transfer allof her shares in the capital of ARL to the Target as one of the Conditions for the ProposedAcquisition. Upon Completion, ARL will be a wholly-owned subsidiary of the Target.

On 13 August 2021, a refundable deposit of S$500,000 has been paid by the Target to DrOng for the purchase of the entire share capital of ARL. As at the Latest Practicable Date,the balance amount of S$2,500,000 in purchase consideration has not yet been paid by theTarget to Dr Ong.

Save as disclosed in this Circular,

(i) none of the directors and shareholders of the Target and ARL is related to any of theDirectors, Controlling Shareholders, chief executive officer of the Company and/ortheir respective Associates; and


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(ii) none of the directors and shareholders of the Target and ARL holds, directly orindirectly, any Shares as at the Latest Practicable Date.

2.4 Key financial information on the Target Group

2.4.1 The Target’s financial year end is 31 December while ARL’s financial year end is 28 February.

2.4.2 Based on the latest unaudited pro forma consolidated financial statements of the Target Group forFY2020 and 1H2021 which includes the consolidation of (i) the audited accounts of the Target forthe financial period from 9 April 2020 (being the date of incorporation) to 31 December 2020 andthe unaudited management accounts of ARL for the financial year ended 28 February 2021; and (ii)the unaudited management accounts of the Target for 1H2021 and the unaudited managementaccounts of ARL for the 6-month period ended 31 August 2021, respectively:

the pro forma financial performance of the Target Group for FY2020 and 1H2021

FY2020 1H2021S$’000 S$’000

Revenue 4,955 14,197(Loss)/Profit before tax (1,611) 9,712(Loss)/Profit, net of tax (1,507) 8,488

the pro forma financial position of the Target Group as at end of FY2020 and 1H2021

As at31 December 2020

As at30 June 2021

S$’000 S$’000Current assets 5,119 18,267Current liabilities (8,454) (13,538)Net working capital (3,335) 4,729Non-current assets 6,362 7,136Non-current liabilities (2,211) (1,978)Net asset value 816 9,887Less: Intangible assets (2,526) (2,486)NTA (1,710) 7,401

As at 30 June 2021, there is a net amount of S$4.66 million payable to the Q & M group mainly dueto loans and payments to suppliers made by the Q & M group on behalf of the Target.

2.4.3 Based on the latest unaudited pro forma consolidated financial statements of the Target Group for1H2021 which includes the consolidation of the unaudited management accounts of the Target for1H2021 and the unaudited management accounts of ARL for the 6-month period ended 31 August2021:

the NTA of the Sale Shares is S$3.63 million;

the book value of the Sale Shares is S$4.84 million;

the net profits before tax attributable to the Sale Shares is S$4.76 million; and

the net profits after tax attributable to the Sale Shares is S$4.16 million.

2.4.4 Valuation

In connection with the Proposed Acquisition, the Group engaged Cushman & Wakefield VHS Pte.Ltd. as the Independent Valuer to assess and determine the market value of 49% equity interest inthe capital of the Target Group in accordance with the International Valuation Standards. Based onthe Valuation Report issued by the Independent Valuer dated 4 October 2021, the market value of49% equity interest in the capital of the Target Group as at the Valuation Date, being 30 June 2021,


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is in the region of S$27.9 million to S$31.2 million. The Purchase Consideration of S$29.4 million isthus within the range of the valuation presented in the Valuation Report.

The valuation is based primarily on the income approach with reference made to the marketapproach. Income approach provides an indication of value by converting future cash flow to asingle current value. Market approach provides an indication of value by comparing the asset withidentical or comparable (that is similar) assets for which price information is available. TheIndependent Valuer has taken into consideration foregoing and the market conditions as at theValuation Date.

Shareholders are advised to read and consider the Summary of Valuation Report issued bythe Independent Valuer in respect of the independent valuation on the Target Groupcarefully, in particular the terms of reference, key assumptions and critical factors. TheSummary of Valuation Report is set out in Appendix II of this Circular.

2.5 Principal terms of the Proposed Acquisition

The principal terms of the Proposed Acquisition as set out in the SPD are as set out below:

2.5.1 Purchase Consideration

The preliminary valuation of the Target Group (upon completion of the RestructuringExercise (as defined in Part I of Appendix III of this Circular)) is S$60 million (“PreliminaryValuation”) which was derived based on the latest financial statements of the Target andtaking into account the earnings and growth prospects of its business.

The purchase consideration for the Sale Shares is S$29.4 million (“PurchaseConsideration”) which will be satisfied by way of the allotment and issuance of 127,272,726Consideration Shares at the Issue Price, credited as fully paid-up and ranking pari passu inall respects with the ordinary shares in the capital of the Company as at the date of allotmentand issue of the Consideration Shares except that they will not rank for any dividend, right,allotment or other distributions, the record date for which falls before the date of allotmentand issue of the Consideration Shares (“Proposed Issue”).

The Issue Price of each Consideration Share shall be S$0.231, which is a premium of 14.64%to the VWAP of S$0.2015 per Share (Source: Bloomberg L.P.) for Shares trades on theSGX-ST on 30 September 2021, being the last trading day for the Shares prior to the date ofthe SPD.

The Purchase Consideration was arrived at on a willing-buyer willing-seller basis, afternegotiations which were conducted on an arm’s length basis between the Company and theSellers, taking into account several factors including, inter alia, (i) the Preliminary Valuation;and (ii) Singapore’s national strategy towards aggressive testing in view of the COVID-19pandemic, which is expected to fuel the demand for the Medical Diagnostics Business.

For the avoidance of doubt, there is no profit guarantee provided by the Sellers to theCompany.

2.5.2 Conditions

Completion is conditional upon, inter alia, the conditions set out in Part I of Appendix III of thisCircular (the “Conditions”, each a “Condition”) being satisfied or waived in accordance with theterms of the SPD.

2.5.3 Completion

Completion of the Proposed Acquisition is expected to take place on a date falling no laterthan 10 Business Days after the date on which all the Conditions (other than the Conditionsto be fulfilled on Completion Date) are fulfilled or waived by the Sellers or the Company (as


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the case may be), or such other date as may be mutually agreed, in writing by the Parties(“Completion Date”).

The Conditions shall be satisfied on or prior to the date falling 6 months from the date of theSPD, or such other date as may be mutually agreed in writing by the Parties, failing whichthe SPD shall automatically terminate and cease to have further effect. No Party shall haveany claim against the other Parties, save for antecedent breaches and claims, provided thatsuch other Party had used reasonable endeavours to achieve satisfaction of the relevantConditions.

The sale and purchase of all the Sale Shares shall take place contemporaneously. The saleand purchase of any of the Sale Shares shall not take place unless completion of the saleand purchase of all the Sale Shares between the Company and all the Sellers take placesimultaneously in accordance with the terms and conditions of the SPD.

On Completion, Dr Ong shall deliver to the Company, among others, an undertaking and, ifrequired by the Company, a deed of trust executed by Dr Ong in favour of the Company, theTarget and/or ARL, in each case, in a form to be agreed in writing between Dr Ong and theCompany and to the effect that any grant monies issued to the PRC Entity that is being heldby Dr Ong is held on trust for the Target or ARL with effect from the Completion Date. DrOng represents that she is the sole shareholder of the PRC Entity. The PRC Entity hadpreviously applied for a grant from the healthcare authorities in the PRC for an amount ofRMB 3 million (or equivalent to approximately S$0.6 million). As at the date of the SPD, 50%of the grant monies has been disbursed to the PRC Entity and no funds have been used bythe PRC Entity for any purposes yet.

2.5.4 SHA

On or prior to Completion, the SHA shall be entered into amongst the Company, the Target and Q& M in relation to the regulation of the affairs, management and governance of the Target amongstits members.

As at the Latest Practicable Date, the SHA has not yet been entered into.

The SHA shall contain customary provisions which includes the salient terms set out in AppendixVI of this Circular. Please also refer to Section 3 of this Circular for more details on the ProposedJoint Venture.

2.5.5 Moratorium undertakings

The Consideration Shares shall be subject to a moratorium.

Each Seller covenants and undertakes not to (directly or indirectly), inter alia, offer, pledge,sell, contract to sell, grant any option, or otherwise transfer or dispose of the followingnumber of Shares (or any part of their respective interests in such Shares) during theMoratorium Period (as defined below) in accordance with the distribution schedule(“Distribution Schedule”) set out as follows (the “Moratorium”), without the prior writtenconsent of the Company.

(A) (B) (C) (D)Period of Time Percentage of

Consideration Sharessubject toMoratorium

Number ofConsideration Sharesunder Moratorium(Acumen Holdings)

Number ofConsideration Sharesunder Moratorium(Dr Ong)

1. Completion Date to 3rdAnniversary fromCompletion Date (“3rdAnniversary Date”)

70% 24,232,727 64,858,182

2. 3rd Anniversary Date 60% 20,770,909 55,592,727


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(A) (B) (C) (D)Period of Time Percentage of

Consideration Sharessubject toMoratorium

Number ofConsideration Sharesunder Moratorium(Acumen Holdings)

Number ofConsideration Sharesunder Moratorium(Dr Ong)

to 4th Anniversary Date(“4th Year”)

3. 5th Year 50% 17,309,091 46,327,273

4. 6th Year 40% 13,847,273 37,061,818

5. 7th Year 30% 10,385,455 27,796,364

6. 8th Year 20% 6,923,637 18,530,909

7. 9th Year 10% 3,461,819 9,265,455

Notwithstanding the above, during the Moratorium Period, Acumen Holdings shall beentitled to distribute any number of Consideration Shares to its shareholders (the “AcumenHoldings Shareholders”) by way of a dividend in specie, capital reduction or such othermethods of distribution as may be permitted under applicable laws (the “Acumen HoldingsDistribution”), provided that Acumen Holdings shall notify the Company in writing of theproposed Acumen Holdings Distribution on or prior to the date falling 5 Business Days priorto the date of the Acumen Holdings Distribution. In the event of the Acumen HoldingsDistribution, Acumen Holdings shall procure that the Acumen Holdings Shareholders shallprovide an undertaking in favour of the Company, in a form to be agreed between AcumenHoldings and the Company, that such Shares which have been distributed to the AcumenHoldings Shareholders shall be subject to the Moratorium during the Moratorium Period inaccordance with the Distribution Schedule.

Each Seller may dispose (whether in a single or series of transactions) all of the remainingConsideration Shares held by such Seller, if not disposed previously, following the expiry ofthe Moratorium Period.

2.5.6 Resignation Events

In the event that Dr Ong resigns as the Chief Executive Officer of the Target for reasons other thanany of the Involuntary Reasons (as defined below) at any time prior to the end of the MoratoriumPeriod (the “Resignation Event”):

The Company shall be entitled to require Dr Ong to sell, or to sell for on and behalf of DrOng, all or any part of the Shares (either in the form of scrip shares or scripless shares)which are being held in her designated CDP account as at the date of the Resignation Eventto any person or entity nominated by the Company at the price which is not less than theVWAP Sale Floor Price (as defined below) (or such other price as may be agreed in writingbetween Dr Ong and the Company) (such sale of the Shares, the “Sale Event”);

The Company shall be entitled to retain for its own account all the Sale Proceeds and whereapplicable, Dr Ong shall account, and pay, to the Company all the Sale Proceeds within 3Business Days of her receipt of the Sale Proceeds; and

Dr Ong shall have no claims whatsoever against the Company in relation to any of the SaleProceeds.

In these Sections 2.5.5 and 2.5.6:

“Moratorium Period” means a period of 9 years commencing from the date on which theConsideration Shares allotted and issued to each Seller (or such other period as may beagreed between the Parties);


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“Involuntary Reasons” means the occurrence of any of the following events during theMoratorium Period:

(i) Dr Ong becomes of unsound mind (or if Dr Ong becomes a patient within the meaningof the Mental Health (Care and Treatment) Act, Chapter 178A of Singapore);

(ii) Dr Ong becomes permanently incapacitated by accident or ill-health or otherwiseunable to perform or discharge her duties under her service agreement and for thepurpose of this sub-clause, any incapacity for any continuous period of 6 calendarmonths in any period of 12 calendar months (or such other period as the Board mayotherwise determine) shall deemed to be permanent incapacity;

(iii) Dr Ong becomes deceased; or

(iv) Dr Ong resigns for reasons which constitute a constructive dismissal of Dr Ong by theTarget (as determined by the Singapore courts in a final and non-appealabledecision);

“VWAP Sale Floor Price” means such price per Share which is not less than the 3-monthVWAP per Share for Shares trades on the SGX-ST on the date of the Resignation Event (orsuch other price as may be agreed in writing between Dr Ong and the Company);

“Sale Proceeds” means:

(i) in the event that the Shares have been sold at a price which is higher than S$0.231per Share, the amount per Share which is equal to the aggregate of:

1. S$0.231 per Share; and

2. such amount per Share which is equal to 50% of (A) the entire sale proceedsper Share arising from the Sale Event, less (B) an amount equal to $0.231per Share; and

(ii) in the event that the Shares have been sold at a price which is equal to or less thanS$0.231 per Share, the entire sale proceeds arising from the Sale Event.

2.5.7 Costs and expenses

The Company shall bear the stamp duty payable on the transfer of the Sale Shares from theSellers to the Company pursuant to the Proposed Acquisition (“Stamp Duty”). Save for the StampDuty, each Party shall bear its own costs and expenses in relation to the Proposed Transactionsand in particular, with regard to any invoices raised by professional advisers appointed by eachParty.

2.5.8 Limitation of liability

Any breach by a Seller under the SPD shall be subject to the limitation of liability provisions set outin Part II of Appendix III of this Circular.

2.6 Rationale for the Proposed Acquisition

2.6.1 The Singapore Government has started its journey towards “living with COVID-19” strategy as itmoves to an endemic COVID-19. The three-pronged strategy of “vaccination, contact tracing andtesting” was laid out by the Prime Minister Lee Hsien Loong in a live address on 31 May 2021. Withthe integration of the Target’s business and the Company, the Board is of the opinion that theTarget will be able to capture a significant portion of the testing capacity market, in conductingfrequent and widespread testing, in support of Singapore’s national strategy. It would also allowthe Company to enter the Medical Diagnostics Business in Singapore.


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On 9 October 2021 the Prime Minister delivered another live address which appears to shift thefocus towards manageable health protocols as part of the “living with COVID-19” strategy amidstthe rising cases. The Prime Minister has estimated that it would take 3 to 6 months for Singaporeto reach a new normal, where restrictions are eased and cases stable at “perhaps hundreds a day,but not growing”. PCR testing will be reserved mainly for those who are unwell as the country isexpected to see increased regular self-testing with ART kits. The Singapore multi-ministry taskforce further announced the opening of Singapore's vaccinated travel lane scheme to 9 morecountries and as a condition of travel, visitors will have to do one PCR test after entry intoSingapore. The Board believes even with this shift in health protocols the Company will see newopportunities in PCR testing and beyond, to support the Government’s national strategy.

The Proposed Transactions would improve the profitability of the Company through sharing ofprofits from the Proposed Joint Venture and improve the cashflow position of the Company as andwhen the Target declares dividends. Over time, the Company will benefit from potentialcommercial, operational and costs synergies between the Company and the Target.

Given the potential synergies and efficiencies which will be created by the addition of the Target tothe business of the Group, and notwithstanding the recent tightening restrictions announced by theMOH to prevent daily infections from rising at the current rates, the Board believes that theProposed Acquisition will enhance the long-term interests of the Company and its Shareholders.

2.6.2 ARL is the registered owner of Patent No. 11201510282P which is a technology in relation to thedetection of sepsis biomarkers, which can be applied in the detection of sepsis due to COVID-19.

2.7 Relative figures computed on the bases set out in Rule 1006 of the Catalist Rules

The relative figures of the Proposed Acquisition computed on the bases set out in Catalist Rules1006(a) to 1006(e) are as follows:

CatalistRules

Bases Relative Figures

1006(a) The net asset value of the assets to be disposed of,compared with the Group's net asset value. This basisis not applicable to an acquisition of assets.

Not applicable (1)

1006(b) The net profits attributable to the assets acquired ordisposed of, compared with the Group's net profits.(2) -374.56 (3)

1006(c) The aggregate value of the consideration given orreceived, compared with the Group's marketcapitalisation based on the total number of issuedshares excluding treasury shares.

38.24 (4)

1006(d) The number of equity securities issued by the issueras consideration for an acquisition, compared with thenumber of equity securities previously in issue.

33.35 (5)

1006(e) The aggregate volume or amount of proved andprobable reserves to be disposed of, compared withthe aggregate of the Group's proved and probablereserves. This basis is applicable to a disposal ofmineral, oil or gas assets by a mineral, oil and gascompany, but not to an acquisition of such assets.

Not applicable(6)

Notes:

1. Rule 1006(a) of the Catalist Rules is not applicable to an acquisition of assets.

2. Under Rule 1002(3)(b) of the Catalist Rules, “net profits” is defined as profit or loss including discontinued operationsthat have not been disposed of, before income tax and non-controlling interests.


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3. The relative figure is derived using the net profits attributable to the Sale Shares based on (1) the unaudited pro formaconsolidated financial statements of the Target Group for 1H2021 which includes (i) the unaudited managementaccounts of the Target for 1H2021 and (ii) the unaudited management accounts of ARL for the 6-month periodended 31 August 2021, being S$4.76 million; and (2) the Group's net loss based on the latest unaudited consolidatedinterim financial statements for 1H2021, being RMB 6.17 million (or equivalent to S$1.28 million).

4. Under Rule 1003(3) of the Catalist Rules, where the consideration is in the form of shares, the value of theconsideration shall be determined by reference either to the market value of such shares or the net asset valuerepresented by such shares, whichever is higher. In this instance, (a) the Purchase Consideration in the SPD isS$29.4 million; (b) the market value of the 127,272,726 Consideration Shares is S$25.65 million based on VWAP ofS$0.2015 (Source: Bloomberg L.P.) on 30 September 2021, being the last trading day for the Shares prior to the dateof the SPD; and (c) the net asset value represented by the Consideration Shares is S$15.13 million computed basedon the Group’s net asset value per Share as at 30 June 2021 of RMB 0.57 (or equivalent to S$0.12). Based on theabove, for the purpose of Rule 1006(c) of the Catalist Rules, the consideration for the Proposed Acquisition isdeemed to be S$29.4 million (being the highest of (a) to (c) above). The Company’s market capitalisation of S$76.9million is determined by multiplying the 381,574,909 Shares in issue as at 4 October 2021, being the date ofannouncement of the Proposed Acquisition, with the VWAP of S$0.2015 (Source: Bloomberg L.P.) on 30 September2021, being the last trading day for the Shares prior to the date of the SPD.

5. The number of new Shares to be issued by the Company as consideration for the Proposed Acquisition is127,272,726 Consideration Shares. The number of Shares in issue as at 4 October 2021, being the date ofannouncement of the Proposed Acquisition, is 381,574,909 Shares.

6. Rule 1006(e) of the Catalist Rules is not applicable as the Company is not a mineral, oil and gas company.

The relative figure under Rule 1006(b) of the Catalist Rules is a negative figure. Applyingparagraph 4.4(b) of Practice Note 10A of the Catalist Rules, as

the absolute figure computed on the basis of each of Rule 1006 (c) and (d) of the CatalistRules does not exceed 75%; and

the net profit attributable to the Sale Shares for 1H2021 represents 374.56% of the net lossof the Group for 1H2021,

the Proposed Acquisition is a “discloseable transaction” under Rule 1010 of the Catalist Rules.Notwithstanding that the relative figure under Rule 1006(b) of the Catalist Rules exceeds 100%,Rule 1015(8) of the Catalist Rules provides that Rule 1015 does not apply in the case of anacquisition of profitable assets if the only limit breached is Rule 1006(b) of the Catalist Rules.

However, each of the Proposed Acquisition and Proposed Joint Venture constitutes an interestedperson transaction under Chapter 9 of the Catalist Rules which is subject to the approval of theShareholders at the EGM.

2.8 Financial effects of the Proposed Acquisition

2.8.1 Financial Information

The financial effects of the Proposed Acquisition on the Group as set out below are for illustrativepurposes only and do not reflect the actual financial performance or position of the Group after theProposed Acquisition. The financial effects of the Proposed Acquisition set out below have beenprepared based on the following bases and assumptions:

the Group's audited consolidated financial statements for FY2020;

the unaudited pro forma consolidated financial statements of the Target Group for the latestfull financial year which includes the consolidation of the audited accounts of the Target forFY2020 and the unaudited management accounts of ARL for the financial year ended 28February 2021;

for the purposes of computing the effect of the Proposed Acquisition on the NTA per Share,it is assumed that the Proposed Transactions had been completed on 31 December 2020;

for the purposes of computing the effect of the Proposed Acquisition on the LPS, it isassumed that the Proposed Transactions had been completed on 1 January 2020; and


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an estimated amount of S$200,000 is provided for costs and expenses includingprofessional fees in respect of the Proposed Transactions.

2.8.2 NTA per Share

NTA Before theProposed

Acquisition

After the ProposedAcquisition

Consolidated NTA (S$'000) 18,795 47,257

Number of issued Shares (‘000) 381,575 508,848

Consolidated NTA per Share (S$ cents) 4.93 9.29

2.8.3 LPS

LPS Before theProposed

Acquisition

After the ProposedAcquisition

Loss attributable to owners of the Company(S$'000)

(2,420) (2,621)

Weighted average number of issued Shares(‘000)

381,575 508,848

LPS - Basic (S$ cents) (0.63) (0.51)

2.9 Service contracts

2.9.1 On Completion, it is contemplated that:

the Company shall appoint its representative as a director of the Target in addition to DrOng;

Dr Ong shall enter into a service agreement with the Company in respect of her appointmentas an executive non-independent Director of the Company (the “Service Agreement”); and

The Nominating Committee of the Company shall appoint Dr Ong as an Executive Directorof the Company.

Q & M and Dr Shao Yongxin have separately undertaken to vote in favour of the appointment of DrOng as an Executive Director of the Company at the EGM. Please refer to Section 10 of thisCircular for more details on their undertakings.

Please refer to Section 5 of this Circular for more details on the Proposed Appointment ofExecutive Director.

2.9.2 Save as disclosed in this Circular,

no other person is proposed to be appointed as a Director of the Company in connectionwith the Proposed Acquisition; and

accordingly, save as disclosed in this Circular, no service contract is proposed to be enteredinto between the Company and any such person.


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3. THE PROPOSED ACQUISITION AND THE PROPOSED JOINT VENTURE AS INTERESTEDPERSON TRANSACTIONS

3.1 Chapter 9 of the Catalist Rules governs transactions in which a listed company or any of itssubsidiaries or associated companies enters into or proposes to enter into with a party who is aninterested person of the listed company. The purpose is to guard against the risk that interestedpersons could influence the listed company, its subsidiaries or associated companies to enter intotransactions with it that may adversely affect the interests of the listed company or itsshareholders.

For the purposes of Chapter 9 of the Catalist Rules:

an “entity at risk” means a listed company, a subsidiary of the listed company that is notlisted on the SGX-ST or an approved exchange or an associated company of the listedcompany that is not listed on the SGX-ST or an approved exchange, provided that the listedgroup, or the listed group and its interested person(s), has control over the associatedcompany;

an “associated company” means a company in which at least 20% but not more than 50% ofits shares are held by the listed company or group;

an “approved exchange” means a stock exchange that has rules which safeguard theinterests of shareholders against interested person transactions according to similarprinciples in Chapter 9 of the Catalist Rules;

an “interested person” means a director, chief executive officer or controlling shareholder ofa listed company, or an Associate of such director, chief executive officer or controllingshareholder; and

an “interested person transaction” means a transaction between an entity at risk and aninterested person and includes the provision or receipt of financial assistance, theacquisition, disposal or leasing of assets, the provision or receipt of services, the issuance orsubscription of securities, the granting of or being granted options, and the establishment ofjoint ventures or joint investments, whether or not in the ordinary course of business, andwhether or not entered into directly or indirectly.

3.1.2 Details of the interested persons

As at the Latest Practicable Date, Q & M holds 167,670,838 Shares, representing approximately43.94% of the Existing Share Capital of the Company. As such, Q & M, being a ControllingShareholder of the Company, is deemed an “interested person” under Chapter 9 of the CatalistRules. The Proposed Joint Venture thus constitutes an interested person transaction underChapter 9 of Catalist Rules.

3.1.3 The aggregate of all interested person transactions

Pursuant to Rule 917(5) of the Catalist Rules, the current total of all interested person transactionsduring the course of the financial year ending 31 December 2021, up to the Latest Practicable Dateare as follows:

Name of interested person Amount (S$’000)QA Healthcare Solution Pte. Ltd., a 51%-ownedsubsidiary of Q & M– Provision of clinic management software

38.5

EM2AI Pte. Ltd., a wholly-owned subsidiary of Q & M– Service fee

57.0

Total 95.5


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Save as disclosed above, no other interested person transactions were entered into between theCompany and Q & M or its Associates.

3.1.4 Materiality thresholds under Chapter 9 of the Catalist Rules

In accordance with Rule 906(1)(a) and Rule 918 of the Catalist Rules, where the value of aninterested person transaction, or when aggregated with other transactions entered into with thesame interested person during the same financial year, is equal to or exceeds 5% of the Group’slatest audited NTA, the approval of Shareholders is required to be obtained either prior to thetransaction being entered into, or if the transaction is expressed to be conditional on such approval,prior to the completion of such transaction, as the case may be.

On 17 September 2021, following a consultation from the Sponsor on behalf of the Company, theSingapore Exchange Regulation ruled that:

as the Proposed Acquisition will result in the establishment of the Proposed Joint Venture,each of the Proposed Acquisition and the Proposed Joint Venture constitutes an interestedperson transaction under Chapter 9 of the Catalist Rules; and

the value at risk of for each of the Proposed Acquisition and Proposed Joint Venture isS$29.4 million, being the Purchase Consideration.

Based on the latest audited consolidated financial statements of the Group for the FY2020, theaudited consolidated NTA of the Group was approximately RMB 92.81 million (or equivalent toS$18.8 million). The value at risk of the Proposed Acquisition and Proposed Joint Ventureexpressed as a percentage of the Group's latest audited consolidated NTA value for FY2020 isapproximately 156%. As this value exceeds 5% of the Group's latest audited consolidated NTAvalue for FY2020, pursuant to Rule 906 of the Catalist Rules, each of the Proposed Acquisition andProposed Joint Venture constitutes an interested person transaction which is subject to theapproval of the Shareholders.

3.1.5 Advice of the IFA

Chapter 9 of the Catalist Rules provides that, where shareholders’ approval is required for aninterested person transaction, the shareholders’ circular must include an opinion from anindependent financial adviser as to whether such transaction is on normal commercial terms and ifit is prejudicial to the interests of the company and its minority shareholders.

The Company has appointed Xandar Capital Pte. Ltd. as the IFA to provide an opinion on whetherthe Proposed Acquisition and Proposed Joint Venture are on normal commercial terms and are notprejudicial to the interests of the Company and its minority Shareholders (the “IFA Opinion”).

A copy of the IFA Letter dated 14 October 2021 from the IFA, containing the IFA Opinion in full, isset out in Appendix V of this Circular. Shareholders are advised to read the IFA Letter carefully andin its entirety. The advice of the IFA to the Non-Interested Directors has been extracted from theIFA Letter and is reproduced in italics below:

“We set out below a summary of the key factors we have taken into our consideration in theevaluation of the Proposed Acquisition:

(a) the Purchase Consideration is within the range of the market value for the Sale Shares asopined by the Independent Valuer;

(b) the Purchase Consideration represents a premium of S$1.5 million (or 5.4%) to the lowestmarket value range of the Sale Shares and a discount of S$1.8 million (or 5.8%) to thehighest market value range of the Sale Shares based the market value as opined by theIndependent Valuer;


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(c) the Issue Price represents premiums to the VWAPs of the Shares for the periods prior to theInitial Announcement Date and for the period from the Initial Announcement Date to theLatest Practicable Date as set out in paragraph 5.2 of this IFA Letter;

(d) both P/NAV ratio and P/NTA ratio of the Group as implied by the Issue Price are within therange of the Aoxin Comparable Companies and the EV/EBITDA ratio of the Group asimplied by the Issue Price is higher than the EV/EBITDA ratios of the Aoxin ComparableCompanies;

(e) based on the EV/EBITDA ratio, the Proposed Acquisition is earnings accretive to the Group.The annualised EBITDA of the Target Group applied to calculate the EV/EBITDA ratio of theTarget Group has not taken into account the increase in PCR testing capacity since July2021;

(f) the EV/EBITDA ratio of the Target Group as implied by the Purchase Consideration is lowerthan the range of the EV/EBITDA ratios of the Acumen Comparable Companies and the P/Eratio of the Target Group as implied by the Purchase Consideration is at the lower range ofthe P/E ratios of the Acumen Comparable Companies. The P/NAV ratio, P/NTA ratio andP/S ratio as implied by the Purchase Consideration are within the range of thecorresponding ratios of the Acumen Comparable Companies;

(g) the Company will diversify into Medical Diagnostics Business upon the completion of theProposed Acquisition and the Company’s profitability would improve through sharing ofprofits from the Proposed Joint Venture;

(h) the positive pro forma financial effects of the Proposed Acquisition to the Group; and

(i) other considerations set out in paragraph 5.7 of this IFA Letter.

Accordingly, after taking into account the above factors and the information made availableto us as at the Latest Practicable Date, we are of the opinion that, on balance, the ProposedAcquisition is on normal commercial terms and not prejudicial to the interests of theCompany and its minority Shareholders.

We set out below a summary of the key factors we have taken into our consideration in theevaluation of the Proposed Joint Venture:

(a) the Proposed Joint Venture will enhance the long-term interests of the Company and itsShareholders;

(b) based on our evaluation of the terms of the Proposed Acquisition set out in paragraph 5 ofthis IFA Letter, on balance, the Proposed Acquisition is on normal commercial terms and notprejudicial to the interests of the Company and its minority Shareholders;

(c) matters such as creation of mortgage, charge or other encumbrance; contracts orarrangement between any of the companies within the Target Group and its relatedcorporations; disposal or acquisition of assets; dissolution, liquidation or winding up of any ofthe company within the Target Group and changes in capital may only proceed with the priorwritten consent or approval of both the Company and Q & M, or their representing directors,as the case may be;

(d) there are drag-along right and tag-along right which allow the Company to exit the jointventure on terms and conditions (including price) no less favourable than those offered to Q& M; and

(e) other consideration set out in paragraph 6(d) of this IFA Letter.

Accordingly, after taking into account the above factors and the information made availableto us as at the Latest Practicable Date, we are of the opinion that, the risks and rewards ofthe Proposed Joint Venture are in proportion to the equity of each joint venture partner, and


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the terms of the Proposed Joint Venture are on normal commercial terms and notprejudicial to the interests of the Company and its minority Shareholders.”

3.1.6 Audit Committee’s statement

The Audit Committee, having reviewed the terms of the Proposed Acquisition and the ProposedJoint Venture, the rationale for the Proposed Acquisition, the financial effects of the ProposedAcquisition, the Valuation Report and all other relevant information set out in this Circular, andhaving considered the advice of the IFA, concur with the IFA and are of the view that the ProposedAcquisition and the Proposed Joint Venture are on normal commercial terms and are notprejudicial to the interests of the Company and its minority Shareholders.

4. THE PROPOSED ISSUE AND TRANSFER OF CONTROLLING INTEREST

4.1 Section 161 of the Companies Act and Rule 805(1) of the Catalist Rules provide, among others,that an issuer must obtain the prior approval of shareholders in general meeting for the issue ofshares or convertible securities or the grant of options carrying rights to subscribe for shares of theissuer unless the issue of shares or convertible securities or the grant of options carrying rights tosubscribe for shares of the issuer is made pursuant to a general mandate previously obtained fromshareholders of the issuer at a general meeting as provided in Rule 806 of the Catalist Rules.

4.2 Rule 803 of the Catalist Rules provides that an issuer must not issue securities to transfer acontrolling interest without the prior approval of the shareholders in general meeting.

4.3 The allotment and issue of the Consideration Shares will be made pursuant to a specific mandateand the Company is seeking specific shareholders’ approval for the Proposed Issue underOrdinary Resolution 3. Pursuant to the Proposed Acquisition and the Proposed Issue, the127,272,726 Consideration Shares represent approximately 33.35% of the Existing Share Capitalof the Company and approximately 25.01% of the Enlarged Share Capital of the Companyfollowing the Completion, assuming no other new issuance of Shares up to Completion Date.

4.4 Pursuant to the Proposed Acquisition and the Proposed Issue, it is contemplated that AcumenHoldings and Dr Ong shall be issued such number of Consideration Shares representingapproximately 6.80% (34,618,181 Consideration Shares) and 18.21% (92,654,545 ConsiderationShares) of the Enlarged Share Capital of the Company, respectively, upon Completion, assumingno other new issuance of Shares up to Completion Date. Accordingly, Dr Ong will become aControlling Shareholder of the Company and specific Shareholders’ approval will be required forthe Transfer of Controlling Interest to Dr Ong.

5. THE PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR

5.1 Background and rationale

In connection with the Proposed Acquisition, under the SPD, one of the Conditions is that theCompany must obtain the approval of Shareholders to appoint Dr Ong as the Executive Director ofthe Company with effect from Completion.

Subject to the Shareholders’ approval of the Proposed Appointment of Executive Director, Dr Ongwill be appointed as an Executive Director of the Company to oversee the overall management ofthe Group’s business, in particular, the Medical Diagnostics Business. The Board, uponrecommendation of the Nominating Committee of the Company, has reviewed and considered therelevant qualifications, expertise and experiences of Dr Ong and approved the ProposedAppointment of Executive Director, subject to Shareholders’ approval.

As at the Latest Practicable Date, the Board comprises 2 Executive Directors, being Dr ShaoYongxin and Mr San Yi Leong @ Tan Yi Leong, and 3 Independent Directors, being Mr Chua SerMiang, Professor Chew Chong Yin @ Chew Chong Lin and Mr Lin Ming Khin. Upon theappointment of Dr Ong, the Board will no longer meet the Provision 2.3 of the Code of CorporateGovernance 2018 where the Non-Executive Directors shall make up the majority of the Board. The


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Company will take necessary steps to comply with the requirement of the Code of CorporateGovernance 2018 accordingly.

5.2 Experience of Dr Ong

Dr Ong is the founder and Chief Scientist of the Target Group. She has 26 years of deep technologybackground since embarking in PhD studies in Molecular Biology in 1995, trained and worked in thefield, in Singapore, United States and Canada, across academia, hospital, big pharmaceutical andmedical technology startups. She is very connected in the industry, having served for several yearsas the Chairman of BioSingapore, and as executive committee member of the SingaporeManufacturing Federation (SMF), both of which are non-profit trade associations.

Under the leadership of Dr Ong, the Target Group has built an 80-staff company with all the corefunctional departments, which holds multiple licences and a patent for detection of sepsisbiomarkers. The Target Group also has capabilities in research and development (especially ingene-based molecular diagnostics), manufacturing of diagnostic test kits, clinical laboratory testingand commercialization to sell the test kits and testing services. For details of its patent please referto Section 2.6.2 of this Circular.

Please refer to Appendix IV of this Circular for further disclosure pursuant to Appendix 7F of theCatalist Rules.

As at the Latest Practicable Date, Dr Ong does not hold any Shares or interests in the Company.However, pursuant to completion of the Proposed Acquisition, Dr Ong will hold 18.21% of theEnlarged Share Capital. Dr Ong also does not have other principal commitments.

5.3 Responsibilities of Dr Ong

Under the Service Agreement, Dr Ong will perform her duties as an Executive Director to overseethe overall management of the Group’s business, in particular, the Medical Diagnostics Business,and will, inter alia,

devote her whole time and attention to overseeing and managing the overall administration,business and operations of the Group, including the formulation and implementation of theGroup's business development plan, marketing strategy and internal policies;

use all proper means in her power to advise, promote, improve, develop, extend andmaintain the business of the Group and further the reputation, business, interests andsuccess of the Group as a whole;

keep the Board promptly and fully informed of her conduct of the business and affairs of theGroup and provide such explanations as the Board may from time to time reasonablyrequire;

undertake such duties and exercise such powers in relation to the Group and its business asthe Board shall from time to time assign to or vest in her;

at all times ensure that the operations of the Group are in compliance with applicable lawsand regulations in each jurisdiction where the Group has business operations; and

use her best endeavours to promote the interest and welfare of the Group.

6. THE PROPOSED DIVERSIFICATION

6.1 Introduction

The Company intends to diversify into the Medical Diagnostics Business through the ProposedAcquisition. Upon completion of the Proposed Acquisition, the Target will become an associatedcompany of the Company and the Medical Diagnostics Business will form part of the business ofthe Group. It is envisaged that the Proposed Acquisition would change the existing risk profile of


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the Group and pursuant to Practice Note 10A of the Catalist Rules, Shareholders’ approval isrequired.

6.2 Existing Business of the Group

The Group’s existing business is in providing dentistry services in the Northern PRC (the “ExistingBusiness”). The Existing Business also extends to distribution of dental equipment and supplies,and dental laboratory services comprising the manufacturing of porcelain crown, bridges anddentures.

As part of the Board’s ongoing strategic corporate strategy to better position the Group to achievelong-term sustainable growth across diverse economic conditions, the Company is and has beenseeking and exploring opportunities in other businesses with good prospects for growth in the longrun, and to adopt a diversification approach in its long-term growth strategy, with the priority ofbroadening the Group’s income streams so as to sustain and enhance Shareholders’ value andreturns.

The Group is proposing to carry on operating in its Existing Business and at the same time expandthe scope of its Existing Business through the Proposed Diversification.

6.3 Scope of the Medical Diagnostics Business

In connection with the Proposed Acquisition, the Company intends to undertake the ProposedDiversification to expand its existing scope of business to include the business of researching,manufacturing, selling and distributing PCR diagnostic test kits, as well as conducting of laboratorytesting, including but not limited to infectious diseases, cancer and COVID-19, and the business ofprovided biomedical research and development services (“Medical Diagnostic Business”).

The Company also proposes, as part of the Medical Diagnostics Business, to invest in, purchase orotherwise acquire or dispose of, from time to time any such assets, investments andshares/interests in any entity that is in the Medical Diagnostics Business.

The Medical Diagnostics Business will not be restricted to any particular business sector, industryor geographical area but the Company will consider any business sector, industry or country thatpresents growth opportunities for the Group.

6.4 Rationale for the Proposed Diversification

The Group has consistently sought to improve Shareholders’ long-term return. As part of theGroup’s strategy to broaden its stream of revenue and income, the Group intends to pursue theProposed Diversification for the following reasons:

6.4.1 Reduce reliance on the Group’s existing business

The Proposed Diversification will be beneficial to the Group’s efforts to sustained performance inthe future. Given the uncertainties prevailing in the current global economic outlook, the Boardbelieves that it is prudent to take active steps to reduce reliance on the Group’s existing business.The Proposed Diversification into the Medical Diagnostics Business may provide the Group with amore diversified business and income base for future growth. The Board also believes that theProposed Diversification creates the opportunity for geographical diversification. The Groupintends to explore business opportunities with no geographical limit. This allows the Group to beflexible in seeking out and capturing such opportunities and to be adaptable to the fluidity of thecurrent global economic outlook.

6.4.2 Provide flexibility to enter into transactions relating to the Medical Diagnostics Business

Upon completion of the Proposed Acquisition, the Target and ARL will become associatedcompanies of the Group and the business of the Target Group will form part of the business of theGroup.


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Upon the approval by Shareholders of the Proposed Diversification, the Group may, in the ordinarycourse of business, enter into transactions relating to the Medical Diagnostics Business withouthaving to seek Shareholders’ approval. The Proposed Diversification would eliminate the need forthe Company to convene separate general meetings on each occasion to seek Shareholders’approval as and when potential transactions relating to the Medical Diagnostics Business arise.This will allow the Group greater flexibility to pursue business opportunities which may betime-sensitive in nature, and will reduce the administrative time and expenses in convening suchmeetings, without compromising the corporate objectives and adversely affecting the businessopportunities available to the Group.

6.4.3 Potential in the Medical Diagnostics Business

As set out in Section 2.6 above, the Singapore Government has started its journey towards “livingwith COVID-19” strategy as it moves to an endemic COVID-19.

On 9 October 2021, the MOH announced that it has updated the public health actions2. A keymove is to reserve PCR testing mainly for individuals who feel unwell and have symptoms. MOHwill also adopt a single approach of issuing a Health Risk Warning (“HRW”) which last 7 days fromthe day of its issuance, that is based on ART self-testing. With more cases circulating in thecommunity, the Ministry of Health of Singapore expects more people being issued such HRWs.Individuals who receive a HRW will be required by law to get an ART test and self-isolate until theyreceive a negative result from their first test. The expansion of Singapore’s vaccinated travel lanesmay result in a healthy demand for PCR diagnostic test kits in Singapore as a condition of travelrequires a PCR test to be done after entry into Singapore.

Accordingly, the Group is optimistic about the demand of PCR diagnostic test kits in Singapore.The Proposed Diversification would allow the Group to participate in the growth prospects of themedical diagnostics industry.

6.5 Requirements under the Catalist Rules

Notwithstanding that the Proposed Acquisition constitutes a “discloseable transaction” under theCatalist Rules, the Company is seeking Shareholders’ approval of the Proposed Acquisition giventhat it is the Group’s first venture into the Medical Diagnostics Business and the transactionconstitutes an interested person transaction. Accordingly, upon Shareholders’ approval of theProposed Acquisition and the Proposed Diversification, future transactions entered into inconnection with the Medical Diagnostics Business may be deemed to be in the Group’s ordinarycourse of business and therefore not fall under the definition of a “transaction” under Chapter 10 ofthe Catalist Rules. Accordingly, the Group may, in its ordinary course of business, enter intotransactions relating to the Medical Diagnostics Business which will not change the risk profile ofthe Group, in an efficient and timely manner without the need to convene separate generalmeetings from time to time to seek Shareholders’ approval as and when potential transactionsrelating to the Medical Diagnostics Business arise.

For the avoidance of doubt, notwithstanding the Proposed Diversification, in respect oftransactions:

which fall within the definition of Rule 1002(1) of the Catalist Rules will still apply;

2Source: https://www.moh.gov.sg/news-highlights/details/protecting-the-vulnerable-securing-our-future. The MOH has not providedits consent, for the purpose of section 249 of the SFA, to the inclusion of the information extracted from the relevant websites and istherefore not liable for such information under sections 253 and 254 of the SFA. While the Company has taken reasonable actions toensure that the information from the relevant websites maintained by the MOH is reproduced in its proper form and context, and thatthe information is extracted accurately and fairly from such websites, neither we nor any party has conducted an independent reviewof the information contained in such websites or verified the accuracy of the contents of the relevant information.


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where any of the relative figures as computed on the bases set out in Rule 1006 of theCatalist Rules exceeds 100% or more or results in a change in control of the Company, Rule1015 of the Catalist Rules will still apply and such transactions must be, among others,made conditional upon approval by Shareholders in general meeting;

which constitute an “interested person transaction” as defined under the Catalist Rules,Chapter 9 of the Catalist Rules will apply and the Company will comply with the provisions ofChapter 9 of the Catalist Rules; and

Paragraph 2 of Practice Note 10A of the Catalist Rules will apply to acquisitions or disposalsof assets (including options to acquire or dispose assets) which will change the risk profile ofthe Company. Such transactions must therefore be, among others, made conditional uponapproval by Shareholders at a general meeting.

Rule 1005 of the Catalist Rules states that “the sponsor may aggregate separate transactionscompleted within the last 12 months and treat them as if they were one transaction. The SGX-STretains the discretion to determine whether the aggregation was correctly applied, and/or to directthe sponsor to aggregate other transactions”.

In addition, the Company will be required to comply with any applicable and prevailing CatalistRules as may be amended, modified or supplemented from time to time.

6.6 Management of the Medical Diagnostics Business

The Medical Diagnostics Business will be overseen and spearheaded by Dr Ong. According to theterms of the SPD, Dr Ong shall be nominated by the Company to be appointed to the Board of theCompany as Executive Director to assist and oversee the Medical Diagnostics Business. As theMedical Diagnostics Business expands and the Board identifies new business opportunities and/oracquisition targets, the Group will, where necessary, employ new employees and engage keymedical professionals with the relevant expertise and experience to manage, support and assistwith the Medical Diagnostics Business. Additionally, the Board and management of the Companywill, where necessary, seek the advice of reputable external consultants and experts and workclosely with local industry experts and professionals to ensure that the Company is able to complywith the relevant laws and understand the operating landscape in the jurisdictions in which theMedical Diagnostics Business will operate in. Following the completion of the Proposed Acquisition,the day-to-day operations of the Target Group will continue to be managed by its currentmanagement which includes, among other people, Dr Ong, currently the Chief Executive Officer ofthe Target. The Target has a management team equipped with the expertise in the execution andoperations of the Medical Diagnostics Business comprising Mr Gary Tan Hwee Tseng (Chief ofStaff), Mr Paul Chew Boon Siang (Director, Laboratory Operations) and Mr Peter Chew BoonChao (Director, Operations).

Mr Gary Tan Hwee Tseng has more than 10 years’ leadership experience in developing peopleand harnessing human capital with the Republic of Singapore Air Force (“RSAF”). After his careerwith the RSAF, he worked with the HPB where he was involved in efforts to assist privatelaboratories in reducing end-to-end turnaround time for PCR tests.

Mr Paul Chew Boon Siang was a fighter pilot with the RSAF with more than 10 years’ experience inleading, managing, planning, staffing, problem solving as well as research and development. Afterhis career in the RSAF, he worked with the HPB where he undertook a management role in anational COVID-19 testing operations centre.

Mr Peter Chew Boon Chao has more than 10 years’ experience in senior leadership positions withthe RSAF responsible for planning and leading numerous large scale operations. After his careerwith the RSAF, he worked with the HPB where he was involved in the setting up of the ContactTracing Center and Testing Ops Task Group.

The Group may also collaborate with external consultants and/or advisers for the MedicalDiagnostics Business. These collaborations may be done on a profit-sharing basis or on suchother terms acceptable to the Group.


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The Medical Diagnostics Business will be carried out through a joint venture between theCompany and Q & M, an interested person under Chapter 9 of the Catalist Rules. Please refer toSection 3 of this Circular for more details on the Proposed Joint Venture.

6.7 Funding for the Proposed Diversification

The costs and expenses incurred or to be incurred in connection with the Proposed Acquisitionshall be funded through the Group’s internal resources. The Company intends to leverage on theexperience and expertise of the Target’s management to explore the Proposed Diversification ofthe Group’s business into the Medical Diagnostics Business organically as well as throughnon-organic ways such as potential acquisitions, joint ventures or strategic alliances with partieswhich are experienced in the business and may require significant cash outlay. The Companyintends to fund the Proposed Diversification of the Group’s business into the Medical DiagnosticsBusiness through a combination of internal sources of funds and borrowings from financialinstitutions. As and when necessary and deemed appropriate, the Group may develop secondaryfund-raising exercises by tapping the capital markets including but not limited to rights issues,share placements and/or issuance of debt instruments.

6.8 Risk factors in relation to the Proposed Diversification

The Proposed Diversification involves a number of risks, some of which, including market, liquidity,credit, operational, legal and regulatory risks, could be material. To the best of the Directors’knowledge and belief, all risk factors which are material to Shareholders in making an informeddecision on the Proposed Diversification have been set out below. If any of the factors and/oruncertainties described below develops into actual events affecting the Medical DiagnosticsBusiness, this may have a material and adverse impact on the Medical Diagnostics Business andconsequently, the overall results of operations, financial condition and prospects of the Groupcould be similarly impacted. The risks described below are not intended to be exhaustive. New riskfactors emerge from time to time, and it is not possible for the management to predict all riskfactors, nor can the Group assess the impact of all factors on the Medical Diagnostics Business orthe extent to which any factor, or combination of factors, may affect the Medical DiagnosticsBusiness. There may also be other risks associated with the Proposed Diversification, which arenot presently known to the Group, or that the Group may currently deem immaterial and as such,have not been included in the discussion below. Shareholders should evaluate carefully thefollowing considerations and the other information in this Circular before deciding on how to casttheir votes at the EGM.

6.8.1 General risk factors associated with the Proposed Diversification

The Group’s performance in the Medical Diagnostics Business will be subject to exposureto macro-economic risks

The Medical Diagnostics Business can be affected by many factors which are beyond the Group’scontrol. Any of the following factors may cause disruptions in the markets in which the Groupoperates:

legal and regulatory changes;

government policies;

economic and political conditions;

the level and volatility of liquidity and risk aversion;

concerns about natural disasters, terrorism and war;

the level and volatility of interest rates; and

concerns over inflation.


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Any of the above-mentioned factors could adversely impact the performance of the MedicalDiagnostics Business, which in turn may affect the Group’s revenue, results of operations and/orfinancial condition.

The Group has no prior track record and operating history in the Medical DiagnosticsBusiness

The Group (as opposed to Dr Ong herself) does not have a significant proven track record in theMedical Diagnostics Business and there is no guarantee that the Medical Diagnostics Businessand the activities thereunder will be commercially successful, or that the Group will be capable ofderiving sufficient revenue from the Medical Diagnostics Business to offset the capital and start-upcosts involved. Further, the success of the Group’s Medical Diagnostics Business is dependent onthe Group’s ability and expertise to navigate the challenges posed by the medical industry, and toadapt its existing knowledge and resources accordingly. There is no guarantee that the Group’sexisting knowledge and experience will be sufficient or that the Group will be able to attract andretain suitable candidates with the appropriate qualifications and experience. While the Group mayappoint third-party professionals and consultants to assist in its management of the MedicalDiagnostics Business, there is no guarantee that these third-party professionals and/or consultantswill be able to deliver or perform satisfactorily.

Limited operating history

Notwithstanding Dr Ong’s experience in the Medical Diagnostics Business, the Target Group has alimited operating history as the Target was granted a healthcare institution licence from the MOHfor the operation of a clinical laboratory in September 2020. It will be difficult to predict the Group’sfuture performance and any evaluation of the Group’s prospects will be based on a limitedoperating history. The Target Group’s limited operating experience, coupled with the rapidlyevolving nature of the Medical Diagnostics Business and other factors beyond the Group’s control,may limit the Target Group’s ability to accurately forecast revenue and expenses. Any predictionsmade about the Group’s future success or viability may not be as accurate as they could be if theTarget Group has a longer operating history.

Clinical validation of our products and/or services involves significant costs and risks

Commercial acceptance of our products and/or services by, among others, physicians, patientsand the medical community is dependent on the successful demonstration of clinical utility of theseproducts and/or services, which in turn depends on the success of clinical validations. Clinicalvalidation could be time-consuming and expensive. The length of time required to complete clinicalvalidation for clinical diagnostics and laboratory tests varies substantially according to the degreeof regulation and the type, complexity, novelty and intended use of a test, and can continue for anextended period of time, causing significant costs to be incurred over several years. Thecommencement and completion of clinical validation for our products and/or services may bedelayed by many factors, including:

governmental or regulatory delays and changes in regulatory requirements, policies andguidelines that are evaluated for approval;

limited number of, and competition for, suitable patients that meet the protocol’s inclusioncriteria and do not meet any of the exclusion criteria;

delay or failure to reach an agreement on acceptable clinical validation terms or clinicalvalidation protocols with prospective sites or investigators;

delay or failure to obtain the institutional review board’s approval or renewal to conduct aclinical validation at a prospective or accruing site, respectively;

inability or unwillingness of patients or medical investigators to follow our clinical validationprotocols or allocate sufficient resources to complete our clinical validations;


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lack of sensitivity and specificity during clinical validation; and

varying interpretation of data by regulatory agencies.

Clinical validation may identify significant effectiveness or technical problems or other obstaclesthat will need to be overcome before we can demonstrate the clinical utility of our products and/orservices. This may involve conducting new or additional validation studies at significant additionalcost.

Our products and/or services may not enjoy commercial acceptance

Even if our products and/or services successfully demonstrate clinical utility and obtain clinicalvalidation, they may not enjoy commercial acceptance or success. Commercial acceptance of ourproducts and/or services will depend on a number of factors, including:

market acceptance or familiarity among patients, physicians, medical centres and third partypurchasers;

demonstrated clinical safety and efficacy compared to other products and/or services;

the ability to develop a sales force capable of effectively marketing our products and/orservices;

the extent to which reimbursement is available from government health administrationauthorities, private healthcare insurers and other healthcare funding organisations;

timing of market introduction and perceived effectiveness of competitive products and/orservices;

the extent to which our products and/or services are approved for inclusion on the diagnostictests menus of hospitals and managed care organisations; and

favourable publicity about our products and/or services from, among others, key opinionleaders and the medical community.

If any of our products and/or services do not achieve an adequate level of acceptance byphysicians, patients and the medical community, we may not generate sufficient revenue fromthese products and/or services, and we may not become or remain profitable. Although we havenot experienced any of the above events in view of our short history, we cannot assure you thatany future occurrence of such events will not have a material adverse effect on our business,financial condition and results of operations.

The Group may not be successful in implementing its strategies

The Group’s expansion strategy into the Medical Diagnostics Business will include a number ofrisks. Such risks include the risk that the expected results may not materialise, the new strategiesmay conflict, detract from or compete against its existing businesses, or the processes, controlsand procedures that the Group develop will prove insufficient or inadequate, among other risks. Ifthe Group is not successful in implementing its expansion strategies and ensuring that all thebusinesses of the Group do not adversely affect one another, there may be a material adverseeffect on the Group’s reputation, business, growth prospects, fee income, results of operationsand/or financial condition.

The Group’s success in carrying out the Medical Diagnostics Business depends on theGroup’s ability to attract and/or retain highly skilled personnel

The Group’s success to carry out the Medical Diagnostics Business will depend on its ability toattract, train, retain and motivate skilled employees and professionals in the relevant fields ofexpertise and with the relevant track record for the Medical Diagnostics Business. If the Group isunable to attract, retain and/or motivate the necessary highly skilled personnel, there may be a


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material adverse effect on the Group’s business, growth prospects, fee income, results ofoperations and/or financial condition. The Group’s ability to attract, train, retain and motivate skilledemployees and professionals is dependent on the Group’s ability to offer attractive remunerationand incentives, among other benefits. Efforts to attract, train, retain and motivate such personnelmay result in significant additional expenses, which could adversely affect the financial condition ofthe Group.

The Group may not be successful in applying for and maintaining the requisite registrationsand/or licences

The Medical Diagnostics Business may be subject to governmental regulations and rules by therelevant authorities. Some of these include the requirement to apply for and obtain certainregistrations, licences and approvals, as well as fulfilling all continuing obligations in connectionwith such registrations, licences and approvals. There can be no assurance that the Group will besuccessful in applying for and obtaining the requisite registrations, licences and approvals, or thatthe Group will be able to maintain and/or renew these licences. Failure to obtain and/or renewregistrations, licences and approvals when necessary may delay the commencement of, or preventrevenue growth in the Medical Diagnostics Business, which may materially and adversely affectthe results of operations or financial position of the Group.

The Group may be affected by the actions of its employees and/or the professionals itengages

Whilst the Group intends to put in place internal policies and risk management guidelines, suchprecautions may not be effective in all cases. It may not always be possible to detect employeemisconduct. Employee misconduct and/or negligence may result in legal liability, regulatorysanctions and unquantifiable damage to the Group’s reputation. This may materially and adverselyaffect the Group’s business operations and financial performance. In addition, the laws, rules andregulations applicable to the professionals engaged by the Group may also impose restrictionsand/or penalties on the Group in the event such laws, rules or regulations are breached, or allegedto be breached by the professionals, and the Group’s competitiveness and financial performancemay consequently be materially and adversely affected.

The success of the Medical Diagnostics Business is heavily dependent on the Group’sreputation and any adverse publicity could have an adverse effect on the Group’s businessand financial performance

The success of the Medical Diagnostics Business will rely heavily on the market’s perception of theGroup. This arises from the nature of the Medical Diagnostics Business, wherein integrity (and theperception thereof), trust and confidence (from clients and counterparties) are extremely crucial.Negative publicity or adverse reputational events (whether or not justified) associated with theGroup or any of its officers or employees may adversely impact the Group’s reputation and result ina loss of clients. Therefore, any perception of, or alleged mismanagement, fraud or failure todischarge legal, contractual, regulatory or fiduciary duties, responsibilities, liabilities or obligationsmay have an adverse effect on the Group’s growth prospects, business operations and financialperformance.

The Group may be exposed to risk of loss and potential liabilities that may not be coveredby insurance

While the Group will, where appropriate, obtain insurance policies to cover losses in respect of itsproperties and certain eventualities arising from the Group’s business operations, the insuranceobtained may not be sufficient to cover all potential losses, including losses arising from riskswhich are generally not insurable. These include losses arising from acts of God, earthquakes, war,civil disorder and acts of terrorism. Losses arising out of damage to the Group’s properties notcovered by insurance policies in excess of the amount it is insured may affect the Group’sprofitability. Committing additional costs to the relevant project for its completion in the event thereare uninsured damages may also adversely affect the financial performance of the Group.


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The Group will be dependent on certain key personnel for the success of the MedicalDiagnostics Business

The Group’s success in the Medical Diagnostics Business will be highly reliant on the contributionsand expertise of Dr Ong and the management of the Target Group. The success and growth in theMedical Diagnostics Business will also depend, to a large extent, on the Group’s ability to retainand motivate other key management personnel in the business. The loss of service of Dr Ong andthe key management personnel of the Target Group, in particular prior to the expiry of theMoratorium Period, without suitable and timely replacement, or the inability to attract and retainother qualified personnel, would have an adverse impact on our prospects, operations andfinancial performance.

The Group’s business operations may be disrupted if the Group’s key external serviceproviders and key vendors fail to fulfil their service obligations

Many aspects of the Medical Diagnostics Business would depend on a combination of internalresources and external vendors. Such external vendors include pharmaceutical companies andraw materials suppliers. Although the Group will enter into sale agreements and establishmonitoring controls, the Group’s operations could be disrupted if relationships with vendors are notsuccessfully managed, the vendors do not perform or are unable to perform their obligations, or ifthe vendors are unwilling to make their services available to the Group at reasonable prices. If thevendors do not perform their obligations, it could adversely affect the Group’s reputation, business,financial condition and results of operations.

The Group may face competition from existing competitors and new market entrants in theMedical Diagnostics Business

The Medical Diagnostics Business is competitive, with strong competition from establishedindustry participants as well as new entrants. Some of these competitors may possess longeroperating histories, significantly greater financial, technical and marketing resources and largerteams of technical and professional staff than the Group. There is no assurance that the Group willbe able to compete effectively with existing and future competitors and adapt quickly to changingmarket conditions and trends. In the event that the Group is not able to compete successfullyagainst its competitors or adapt to market conditions, the Group’s business operations, financialperformance and financial condition may be adversely affected.

The Group is reliant on major customers

The bulk of the revenue of the Target Group is currently derived from the Singapore public sector,in particular from projects and/or contracts from the HPB and the MOH. Most of these projects andcontracts are secured through open or closed tenders and there is no assurance that the HPB orthe MOH will continue to engage the Target Group or that the Target Group will continue to sustainthe general level of revenue that it has been securing from them periodically. In the event that theHPB or the MOH ceases to have business dealings with the Target Group, or materially reducedthe frequency of jobs that they engage the Target Group for, or if the Target Group is unsuccessfulin its tender for such jobs, the profitability of the Group will be adversely affected.

The Group may be exposed to additional regulations and litigation

The Medical Diagnostics Business may be subject to a complex legal and regulatory environment.Licensing and ethical requirements may apply in the context of the Medical Diagnostics Business.In addition, certain duties may be owed to counterparties or third parties in the context of theMedical Diagnostics Business. Any litigation brought against the Group in the future in relation tothe Medical Diagnostics Business could have a material adverse effect on the Group’s reputation,business, growth prospects, fee income, results of operations and/or financial performance. TheGroup may face force majeures and other events beyond the control of the Group In addition to thegeneral macroeconomic conditions and business environment of various jurisdictions and sectorsthat may affect the Medical Diagnostics Business, diverse factors such as natural disasters,epidemics, pandemics or acts of terrorism and international disputes that affect economic andbusiness conditions may disrupt the operations of the Medical Diagnostics Business.


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Consequently, the costs of operations, revenue, financial performance and business prospects ofthe Group may thereby be materially and adversely affected.

6.8.2 Specific risk factors associated with the Medical Diagnostics Business

The risk factors discussed below pertain to additional risk factors arising from the MedicalDiagnostics Business. The risks described below are not intended to be exhaustive. New riskfactors emerge from time to time, and it is not possible for the management to predict all riskfactors, nor can the Group assess the impact of all factors on the diversification into the MedicalDiagnostics Business or the extent to which any factor, or combination of factors, may affect theMedical Diagnostics Business. There may also be other risks associated with the entry into theMedical Diagnostics Business which are not presently known to the Group, or that the Group maycurrently deem immaterial and as such, have not been included in the discussion below.Shareholders should evaluate carefully the following considerations and the other information inthis Circular before deciding on how to cast their votes at the EGM.

The Group may be exposed to changing medical trends within the industry

The medical diagnostics industry requires the Group to closely monitor the trends in the marketand the needs of the consumers, which may require the introduction of new products, technologies,devices, solutions, service categories and treatment procedures to enhance existing goods andprocedures. There is a need to ensure that the Group is accessing the latest technology quicklyand cost-effectively responding to the consumers’ changing needs. The Group may be required toincur development and acquisition costs to keep pace with new technologies. Failure to identify,develop and introduce new products, solutions, service categories, features, enhancements andtechnologies in a timely and cost-effective basis may result in a decrease in demand for the goodsand the Group may not be able to compete effectively or attract consumers, which may materiallyand adversely affect its business and results of operations.

The Group may be subject to various regulations and licensing requirements within themedical industry

The medical diagnostics industry is highly regulated. The Group’s medical professionals aresubject to laws and regulations governing, among others, the conduct of business operations,scientific research, quality of facilities, equipment and services, qualifications of medicalprofessionals, and confidentiality and use of health-related information and medical records.

Compliance with regulatory standards often requires significant time, money, resources andrecord-keeping and quality assurance efforts and will subject the Group and the third parties theGroup works with from time to time to potential regulatory inspections. If the courts or regulatoryauthorities hold the Group to be in violation of any laws or regulations, including conditions in thepermits, licences and accreditations required for the Group’s operations, the Group may have topay fines and/or be subject to other penalties, including the revocation of such permits andlicences, modify, suspend or discontinue the Group’s operations, incur additional operating costsor make capital expenditures.

Further, regulatory authorities may exercise broad discretion in varying or introducing newlicensing requirements. Any changes to the existing laws and regulations may require the Group toapply for new approvals, licences and/or permits and there is no assurance that the Group will beable to obtain these new approvals, licences and/or permits. In the event that the Group is unableto obtain or renew the requisite approvals, licences and/or permits, or such approvals, licencesand/ or permits are withdrawn, the Group may be required by the relevant governmental agenciesto cease operations in the Medical Diagnostics Business and the business, financial condition andresults of operations of the Group may be adversely affected.

The Group may be required to comply with applicable safety, health, environmental andother governmental regulations that may be costly and may adversely affect the Group’scompetitive position and results of operations


34

The Group is subject to national and local laws, rules and regulations in the countries which itoperates, governing, among other things:

the conduct of the Group’s operations;

additions to facilities and services;

the quality of medical facilities, equipment and services;

the purchase of medications and pharmaceutical drugs;

the noise pollution, discharge of pollutants to air and water and handling and disposal ofbiomedical, radioactive and other hazardous waste; and

the confidentiality, maintenance and security issues associated with health-relatedinformation and medical records.

The ownership and operation of the Target Group and other medical-related assets in the futurecarry an inherent risk of liability related to employee and customer health and safety, including therisk of government-imposed orders to address side effects, hygiene and contamination relatedconcerns, potential penalties for contravention of health, safety and environmental laws, licences,permits and other approvals, and potential civil liability.

Safety, health and environmental laws and regulations in the countries in which the Groupoperates are stringent and it is possible that they will become significantly more stringent in thefuture. Compliance with health, safety and environmental laws (and any future changes) and therequirements of licences, permits and other approvals will remain material to the MedicalDiagnostics Business. The Group will incur significant capital and operating expenditures tocomply with health and safety laws and to obtain and comply with licences, permits and otherapprovals and to assess and manage its potential liability exposure. Nevertheless, the Group maybecome subject to government orders, investigations, inquiries or other proceedings (including civilclaims) relating to health, safety and environmental matters. The occurrence of any of these eventsor any changes, additions to or more rigorous enforcement of health, safety and environmentallaws, licences, permits or other approvals could have a significant impact on operations and/orresult in additional material expenditures.

The end of the COVID-19 pandemic may adversely affect the business of the Target Group

The Target Group’s business could be adversely affected by the end of COVID-19 pandemic, asthis would reduce to a large extent, the demand for PCR diagnostics test kits which is currentlyfueling the increased demand for the diagnostics test kits. This would adversely affect the Group’sfinancial condition and results of operations.

6.9 Risk management measures and safeguards

The Board recognises the importance of internal control and risk assessment for the smoothrunning of the Medical Diagnostics Business. In order to better manage the Group’s external andinternal risks resulting from the Medical Diagnostics Business, the Group will implement a set ofoperations and compliance procedures.

The Audit Committee of the Company and the Board will:

review with the management, external and internal auditors on the adequacy andeffectiveness of the Group’s internal control procedures addressing financial, operational,compliance, informational technology and risk management systems relating to the MedicalDiagnostics Business; and

commission and review the findings of internal investigations into matters where there is anysuspected fraud or irregularity, or failure of internal controls or infringement of any law, rule


35

or regulation which has or is likely to have a material impact on the Group’s operating resultsand/or financial position.

Where the Company identifies a potential opportunity in respect of the Medical DiagnosticsBusiness, each of the Directors and key management personnel will be obliged to disclose to theBoard where he and/or his associates have an interest (and the full extent thereof) in thetransaction (“Conflicted Individual”).

A Conflicted Individual shall not (i) vote in respect of matters in relation to the Medical DiagnosticsBusiness; (ii) will not, directly or indirectly, make any executive decisions in respect of the MedicalDiagnostics Business; and (iii) will not, directly or indirectly influence or participate in theoperations and management of the Medical Diagnostics Business.

6.10 Disclosure of financial results of the Medical Diagnostics Business

The Group will account for the Proposed Acquisition and financial results of the Target Groupsubsequent to the Completion in accordance with Singapore Financial Reporting Standards(International). The financial results of the Target Group will be periodically announced as part ofthe Group’s financial statements in accordance with the requirements as set out in Chapter 7 of theCatalist Rules.

7. DRAG-ALONG AND TAG-ALONG

7.1 Drag Along Right

7.1.1 The SHA provides where a third party (the "Drag-Along Purchaser") offers to purchase all theTarget Shares, Q & M shall be entitled, after having first offered its Target Shares for sale to theother Target Shareholders (the “Dragged-Along Target Shareholders”) in compliance with theprovisions of the right of first refusal in the SHA and provided that the Dragged-Along TargetShareholders do not apply to purchase of all (but not less than all of) its Target Shares inaccordance with such provisions, to:

sell all of its Target Shares to the Drag-Along Purchaser; and

by notice in writing (the "Drag-Along Notice") to all Dragged-Along Target Shareholders,require the Dragged-Along Target Shareholders to sell to the Drag-Along Purchaser allTarget Shares then held by the Dragged-Along Target Shareholders on terms andconditions (including price) which are no less favourable to the Dragged-Along TargetShareholders than those offered to Q & M.

7.1.2 In the event that the Drag-Along Purchaser offers to purchase some (but not all) of the TargetShares, Q & M shall be entitled, after having first offered its Target Shares to the Dragged-AlongShareholders in compliance with the provisions of the right of first refusal in the SHA and providedthat the Dragged-Along Shareholders do not apply to purchase all (but not less than all) its TargetShares in accordance with such provisions, to:

sell to the Drag-Along Purchaser such number of the Target Shares; and

in addition, by a Drag-Along Notice to all Dragged-Along Target Shareholders, require theDragged-Along Target Shareholders to sell to the Drag-Along Purchaser such number ofShares then held by the Dragged-Along Target Shareholders on terms and conditions(including price) which are no less favourable to the Dragged-Along Target Shareholdersthan those offered to Q & M,

in each case, on a pro rata basis (by reference to their respective shareholder percentages) (suchright to drag along the Dragged-Along Target Shareholders set out in Section 7.1, collectively, the“Drag-Along Right”).


36

7.2 Tag-Along Right

7.2.1 The SHA provides that if any Target Shareholder (the “Selling Target Shareholder”), after havingfirst offered its Target Shares for sale to the other Target Shareholders in compliance with theprovisions of the right of first refusal in the SHA, desires to transfer its Target Shares to a thirdparty purchaser or another Target Shareholder (the “Tag-Along Purchaser”), the Selling TargetShareholder shall provide the other Target Shareholders with an offer (the “Tag-Along Offer”)made by the Tag-Along Purchaser to the other Target Shareholder(s) to purchase the TargetShares held by the other Target Shareholder(s).

7.2.2 In the event that the other Target Shareholders accept the Tag-Along Offer, the number of TargetShares which the Selling Target Shareholder shall sell, and the number of Target Shares that theother Target Shareholders shall sell, shall be pro rata (based on their respective shareholdingpercentages) the number of Target Shares agreed to be purchased by the Tag-Along Purchaser,and on terms and conditions (including price) no less favourable to the other Target Shareholder(s)than those available to the Selling Target Shareholder.

7.2.3 The other Target Shareholders may elect to accept or not to accept the Tag-Along Offer to sell itsTarget Shares to the Tag-Along Purchaser (such right to accept the Tag-Along Offer, the“Tag-Along Right”).

7.3 Shareholders’ approval under Rule 1018 of the Catalist Rules

7.3.1 Under Rule 1018 of the Catalist Rules, in the case of an option to acquire or dispose of assets bythe Issuer which is (i) not exercisable at its discretion, or (ii) exercisable at its discretion and theexercise terms are fixed at the time of grant, shareholders’ approval must be obtained at the timeof grant of the option.

7.3.2 The Drag-Along Right may be exercisable by Q & M in the event that (i) a third party Drag-AlongPurchaser intends to purchase the Target Shares held by Q & M and (ii) no Target Shareholdersapply to purchase the Target Shares held by Q & M, after Q & M offered its Target Shares for saleto the other Target Shareholders in compliance with the provisions of the right of first refusal in theSHA. The Drag-Along Right is not exercisable at the discretion of the Company. Accordingly, theDrag-Along Right is subject to Rule 1018(1) of the Catalist Rules for which Shareholders’ approvalis required at the time of grant of the Drag-Along Right.

7.3.3 The Tag-Along Right may be exercisable by the Company, in the event that a Tag-AlongPurchaser offers to purchase the Target Shares held by the other Target Shareholders.Accordingly, the Tag-Along Right is exercisable at the discretion of the Company. Further, theexercise terms of the Tag-Along Right are not fixed at the time of grant of the Tag-Along Right,given that the terms and conditions (including price) on which the Company shall sell its TargetShares to the Tag-Along Purchaser pursuant to the exercise of the Tag-Along Right depends onthe terms and conditions on which the Tag-Along Purchaser offers to the purchase the TargetShares held by the other Target Shareholders at the relevant time.

7.3.4 Accordingly, under Rule 1018 of the Catalist Rules, it is not necessary for the Company to obtainthe approval of the Shareholders with respect to the Tag-Along Right at the time of the grant of theTag-Along Right, but it is necessary for the Company to obtain the approval of the Shareholderswith respect to the exercise of the Tag-Along Right upon the exercise of the Tag-Along Right.Notwithstanding the foregoing, for completeness and in view of the potential time-sensitive natureof the exercise of the Tag-Along Right, the Company intends to obtain the approval of theShareholders with respect to the exercise of the Tag-Along Right at the EGM.

7.4 The Drag-Along Right and the Tag-Along Right shall be deemed to be specifically approved if theShareholders approve Ordinary Resolution 2 (The Proposed Joint Venture).


37

8. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS

Based on the shareholdings of the Company as at the Latest Practicable Date, the effects of theProposed Acquisition and the Proposed Issue on the shareholdings of the Directors, SubstantialShareholders and existing public Shareholders are as follows:

As at the Latest Practicable Date Upon completion of the Proposed Acquisitionand the Proposed Issue

Direct Interests Deemed Interests Direct Interests Deemed Interests

Name No of Shares

%(1)

No of Shares

%(1)

No of Shares

%(7)

No of Shares

%(7)

Directors

Mr Chua Ser Miang - - - - - - - -

Dr Shao Yongxin (“Dr

Shao”)(2)(3)

- - 109,401,709 28.67 - - 109,401,709 21.50

Mr San Yi Leong @ Tan YiLeong

- - - - - - - -

Professor Chew Chong Yin @Chew Chong Lin

100,000 0.03 - - 100,000 0.02 - -

Mr Lin Ming Khin 50,000 0.01 - - 50,000 0.01 - -

Substantial Shareholders (other than Directors)

Q & M(4) 167,670,838 43.94 - - 167,670,838 32.95 - -

Quan Min Holdings Pte. Ltd.(4)(5) 2,562,800 0.67 167,670,838 43.94 2,562,800 0.50 167,670,838 32.95

Dr Ng Chin Siau(6) 10,000 0.003 170,243,638 44.62 10,000 0.002 170,243,638 33.46

Health Field Enterprises

Limited(2)(3)

109,401,709 28.67 - - 109,401,709 21.50 - -

Action Health Enterprises

Limited(2)(3)- - 109,401,709 28.67 - - 109,401,709 21.50

Sellers

Dr Ong - - - - 92,654,545 18.21 - -

Acumen Holdings - - - - 34,618,181 6.80 - -

Mr Tan Lee Meng(8) - - - - - - 34,618,181 6.80

Other non-public Shareholders 14,000 0.004 - - 14,000 0.003 N.A. N.A.

Public Shareholders 101,765,562 26.67 N.A. N.A. 101,765,562 20.00 N.A. N.A.

Total 381,574,909 100.00 N.A. N.A. 508,847,635 100.00 N.A. N.A.

N.A. denotes not applicable

Notes:

(1) The percentage of shareholdings is computed based on the Existing Share Capital of the Company comprising381,574,909 Shares (excluding treasury shares) as at the Latest Practicable Date.

(2) By virtue of section 7 of the Companies Act, Dr Shao is deemed interested in Health Field Enterprises Limited’sshares by virtue of his 100% indirect shareholding in Health Field Enterprises Limited.

(3) Health Field Enterprises Limited is an investment holding company incorporated in the British Virgin Islands. HealthField Enterprises Limited is 100% held by Action Health Enterprises Limited, an investment holding companyincorporated in the British Virgin Islands, which is in turn 100% held by Dr Shao.


38

(4) By virtue of section 7 of the Companies Act, Quan Min Holdings Pte. Ltd. is deemed to be interested in 167,670,838Shares held by Q & M by virtue of its 51.30% shareholdings in Q & M.

(5) 2,000,000 shares of the direct interest of Quan Min Holdings Pte. Ltd. are held through the nominee account withOCBC Securities Private Ltd.

(6) By virtue of section 7 of the Companies Act, Dr Ng Chin Siau is deemed interested in an aggregate of 170,243,638Shares held by Q & M and Quan Min Holdings Pte. Ltd. as Dr Ng Chin Siau has a deemed interest in the 51.30% ofthe total issued and paid-up share capital of Q & M held by Quan Min Holdings Pte. Ltd.. He is also deemedinterested in 10,000 Shares held by his spouse, Madam Foo Siew Jiuan.

(7) The percentage of shareholdings is computed based on the Enlarged Share Capital of the Company comprising508,847,635 Shares, assuming no other new issuance of Shares and changes in shareholdings up to CompletionDate.

(8) By virtue of section 7 of the Companies Act, Mr Tan Lee Meng is deemed interested in the Consideration Shares tobe held by Acumen Holdings by virtue of this 37.07% direct shareholding in Acumen Holdings.

Assuming (a) no change in the number of Shares in the Existing Share Capital; and (b) no changein the number of Shares held by non-public Shareholders from the Latest Practicable Date up tothe date of Completion, approximately 20.00% of the Shares will be held in the hands of the publicbased on the Enlarged Share Capital following the Completion. Accordingly, the Company wouldbe in compliance with Rule 723 of the Catalist Rules.

Save as provided in this Circular, none of the Directors, and to the best of the Directors’ knowledge,none of the Controlling Shareholders of the Company, and their respective Associates, has anyinterest, direct or indirect, in the Proposed Transactions other than through their direct or indirectshareholdings in the Company, if any.

9. DIRECTORS’ RECOMMENDATIONS

9.1 Mr San Yi Leong @ Tan Yi Leong, Executive Director and Deputy CEO of the Group, is thebrother-in-law of Dr Ng Chin Siau, the Executive Director and Group CEO of Q & M, a ControllingShareholder of the Company. Mr San Yi Leong @ Tan Yi Leong has abstained from voting onBoard resolutions relating to the Proposed Transactions.

9.2 Proposed Acquisition

The Non-Interested Directors, having considered inter alia the terms, financial effects and rationalefor the Proposed Acquisition, the Valuation Report, the IFA Letter and all other relevant informationset out in this Circular, are of the view that the Proposed Acquisition is in the best interests of theCompany and the Shareholders. Accordingly, the Non-Interested Directors recommend thatShareholders vote in favour of the Ordinary Resolution 1 in respect of the Proposed Acquisition asset out in the Notice of EGM.

9.3 Proposed Joint Venture

The Non-Interested Directors, having considered inter alia the terms and rationale for theProposed Joint Venture and the IFA Letter, are of the view that the Proposed Joint Venture is in thebest interests of the Company and the Shareholders. Accordingly, the Non-interested Directorsrecommend that Shareholders vote in favour of the Ordinary Resolution 2 in respect of theProposed Joint Venture as set out in the Notice of EGM.

9.4 Proposed Issue and Transfer of Controlling Interest

The Non-Interested Directors, having considered inter alia the terms, financial effects and rationalefor the Proposed Acquisition, the circumstances which may give rise to the Proposed Issue and theTransfer of Controlling Interest, and all other relevant information set out in this Circular, are of theview that the Proposed Issue and Transfer of Controlling Interest are in the best interests of theCompany and the Shareholders. Accordingly, the Non-Interested Directors recommend thatShareholders vote in favour of the Ordinary Resolution 3 in respect of the Proposed Issue and theTransfer of Controlling Interest as set out in the Notice of EGM.


39

9.5 Proposed Appointment of Executive Director

The Non-Interested Directors, having considered inter alia the terms and rationale for theProposed Appointment of Executive Director, are of the view that the Proposed Appointment ofExecutive Director is in the best interests of the Company and the Shareholders. Accordingly, theNon-Interested Directors recommend that Shareholders vote in favour of the Ordinary Resolution 4in respect of the Proposed Appointment of Executive Director as set out in the Notice of EGM.

9.6 Proposed Diversification

The Non-Interested Directors, having considered inter alia the terms and rationale for theProposed Diversification, the circumstances which may give rise to the Proposed Diversification,and all other relevant information set out in this Circular, are of the view that the ProposedDiversification is in the best interests of the Company and the Shareholders. Accordingly, theNon-Interested Directors recommend that Shareholders vote in favour of the Ordinary Resolution 5in respect of the Proposed Diversification as set out in the Notice of EGM.

9.7 Shareholders are advised to read this Circular in its entirety, in particular the terms of, rationale for,and the financial effects of (as the case may be), the Proposed Transactions. In giving the aboverecommendations, the Directors have not had regard to the general or specific investmentobjectives, financial situation, tax position or unique needs and constraints of any individualShareholder. As each Shareholder would have different investment objectives and profiles, theDirectors recommend that any individual Shareholder who may require specific advice in relationto his investment portfolio should consult his stockbroker, bank manager, solicitor, accountant, taxadviser or other professional advisers immediately.

10. ABSTENTION FROM VOTING

Q & M will abstain, and will procure that its Associates and nominees abstain from voting in respectof their shareholding in the Company on the ordinary resolutions relating to the ProposedAcquisition and the Proposed Joint Venture.

Q & M shall not accept nomination as a proxy or otherwise for voting ordinary resolutions relatingto the Proposed Acquisition and the Proposed Joint Venture unless it is given specific instructionsas to voting.

Q & M and Dr Shao Yongxin have separately undertaken to vote in favour of the resolutions inrelation to the Proposed Transactions, except that Q & M did not undertake to vote for thoseresolutions which Q & M will be required to be abstained from voting under the applicable laws andregulations and will not accept appointments as proxies unless specific instructions as to voting aregiven.

The Company will disregard any votes cast by Q & M on the ordinary resolutions relating to theProposed Acquisition and the Proposed Joint Venture.

11. EXTRAORDINARY GENERAL MEETING

The EGM, notice of which is set out on pages N-1 to N-5 of this Circular, is to be held by way ofelectronic means on 29 October 2021 at 2.00 p.m. for the purposes of considering and, if thoughtfit, passing with or without any amendments the Ordinary Resolutions set out in the Notice of EGM.

12. ACTION TO BE TAKEN BY SHAREHOLDERS

The EGM will be held, by electronic means pursuant to the COVID-19 (Temporary Measures)(Alternative Arrangements for Meetings for Companies, Variable Capital Companies, BusinessTrusts, Unit Trusts and Debenture Holders) Order 2020. Shareholders will not be able to attend theEGM in person. Shareholders will also not be able to vote online on the Ordinary Resolutions to betabled for approval at the EGM.

The Company has made arrangements to conduct the EGM as set out below in compliant with the


40

joint statement issued on 1 October 2020 by the Accounting and Corporate Regulatory Authority,Monetary Authority of Singapore and SGX-ST on guidance on the conduct of general meetingsamid evolving COVID-19 situation3.

Printed copies of the Circular, the Notice of EGM and Proxy Form will not be sent to Shareholders.Instead, these documents will be made available on SGXNet athttp://www.sgx.com/securities/company-announcements and the Company’s website athttp://www.aoxinqm.com.sg.

Shareholders will be able to participate in the EGM in the manner set out in the paragraphs below.

12.1 Live EGM Webcast or Live EGM Audio Feed

The Company is arranging for a live audio-visual webcast of the EGM proceedings which will takeplace on 29 October 2021 at 2.00 p.m. in place of the physical EGM. Shareholders will be able towatch or listen to the EGM proceedings through the live audio-visual webcast, and the Companywill not accept any physical attendance by Shareholders. Any Shareholder seeking to attend theEGM physically in person will be turned away.

Shareholders must pre-register at the pre-registration website at the URLhttp://aoxinegm.availeasemgdwebinar.com from now till 2.00 p.m. on 26 October 2021 to enablethe Company to verify their status as Shareholders. Following the verification, authenticatedShareholders will receive an email by 4.00 p.m. on 27 October 2021. The email will contain logincredentials and instructions to access the live audio-visual webcast of the EGM proceedings.Shareholders who do not receive an email by 4.00 p.m. on 27 October 2021 but have registered by2.00 p.m. on 26 October 2021, should contact the Company at [email protected].

12.2 Submitting questions in advance of the EGM

Shareholders will not be able to ask questions during the live audio-visual webcast of the EGMproceedings. Therefore, it is important for Shareholders to pre-register and submit their questionsin advance of the EGM.

Shareholders who pre-register to watch the live webcast or listen to the live audio feed may alsosubmit questions related to the EGM to [email protected]. All questions must be submitted by 2.00p.m. on 21 October 2021 and the Company will not be able to address questions received after thecut-off time and date. The Company shall address substantial and relevant questions (as may bedetermined by the Company) received from the Shareholders relating to the Ordinary Resolutionsset out in the Notice of EGM prior to the EGM via SGXNet and/or during the EGM proceedings.

The Company will publish the minutes of the EGM on the SGXNet within 1 month after the EGM.

12.3 Submitting Proxy Form

Shareholders (other than CDP) holding Shares who wish to vote, should complete, sign and returnthe Proxy Form attached to the Notice of EGM in accordance with the instructions printed thereinas soon as possible and, must appoint the Chairman of the EGM as their proxy by completing andsubmitting the Proxy Form to the Company in the following manner:

if sent personally or by post, be lodged at the office of the Company’s Share Registrar,Tricor Barbinder Share Registration Services at 80 Robinson Road, #11-02, Singapore068898; or

if submitted by email, be received by the Company’s Share Registrar, Tricor BarbinderShare Registration Services at [email protected],

in either case not later than 72 hours before the time fixed for holding the EGM.

3 https://www.sgx.com/media-centre/20201001-guidance-conduct-general-meetings-amid-evolving-covid-19-situation


41

In appointing the Chairman of the EGM as Proxy, a Shareholder (whether individual or corporate)must give specific instructions as to voting, or abstentions from voting in the Proxy Form, failingwhich the appointment will be treated as invalid.

If the appointor is a corporate, the Proxy Form must be executed under seal or the hand of its dulyauthorised officer or attorney.

In view of the current COVID-19 situation, Shareholders are strongly encouraged to submitcompleted Proxy Forms electronically via email.

The Company shall be entitled to reject the instrument appointing the Chairman of the EGM asproxy if it is incomplete, improperly complete, illegible or where the true intentions of the appointorare not ascertainable from the instructions of the appointor specified in the instrument appointingthe Chairman of the EGM as proxy (such as in the case the appointor submits more than oneinstrument of proxy).

A Depositor’s name must appear on the Depository Register maintained by the CDP at least 72hours before the time fixed for holding the EGM in order for the Depositor to be entitled to vote onthe Proposed Resolutions at the EGM by appointing the Chairman of the EGM as his/her proxy todo so on his/her behalf. In view of Section 81SJ(4) of the SFA, a Depositor shall not be regardedas a Shareholder of the Company entitled to attend the EGM and to speak and vote thereat unlesshis/her name appears in the Depository Register maintained by the CDP at least 72 hours beforethe EGM. Any Shareholder who is holding his/her shares via the CDP but whose name is notregistered with the CDP 72 hours before the EGM will not be entitled to attend and vote at theEGM. Accordingly, even if such Shareholder deposits his/her Proxy Form 72 hours before theEGM, the Chairman of the EGM who is appointed as his/her proxy will not be entitled to vote onhis/her behalf at the EGM.

SRS investors who wish to appoint the Chairman of the EGM as proxy should approach their SRSOperators to submit their votes at least 7 working days before the EGM.

In addition, Shareholders should note that the Company may make further changes to itsEGM arrangements as the COVID-19 situation evolves. Shareholders are advised to keepabreast of any such changes as may be announced by the Company from time to time onSGXNet and/or the Company’s corporate website.

13. CONSENT OF LEGAL ADVISER

Harry Elias Partnership LLP, named as the legal adviser to the Company in respect of theProposed Transactions and general advice pertaining to the Catalist Rules in relation to theProposed Transactions, has given and has not withdrawn its written consent to the issue of thisCircular with the inclusion of its name and all references thereto, in the form and context in whichthey appear in this Circular.

14. CONSENT OF THE INDEPENDENT VALUER

The Independent Valuer has given and has not withdrawn its written consent to the issue of thisCircular with the inclusion of its name and the Summary of Valuation Report and all referencesthereto, in the form and context in which they appear in this Circular.

15. CONSENT OF THE IFA

The IFA has given and has not withdrawn its written consent to the issue of this Circular with theinclusion of its name and the IFA Letter and all references thereto, in the form and context in whichthey appear in this Circular.

16. RESPONSIBILITY STATEMENTS

16.1 The Directors collectively and individually accept full responsibility for the accuracy of the


42

information given in this Circular and confirm after making all reasonable enquiries that, to the bestof their knowledge and belief, this Circular constitutes full and true disclosure of all material factsabout the Proposed Resolutions, the Company and its subsidiaries, and the Directors are notaware of any facts the omission of which would make any statement in this Circular misleading.Where information in this Circular has been extracted from published or otherwise publiclyavailable sources or obtained from a named source, the sole responsibility of the Directors hasbeen to ensure that such information has been accurately and correctly extracted from thosesources and/or reproduced in this Circular in its proper form and context.

16.2 The Sellers accepts full responsibility for the accuracy of the information given in this Circular inrespect of the Sellers and the Target Group, and confirms after making all reasonable enquiries,that to the best of their knowledge and belief, the facts stated and opinions expressed by them inthis Circular in respect of the Sellers and the Target Group are fair and accurate in all materialrespects as at the date hereof, and the Sellers are not aware of any material facts in respect of theSellers and the Target Group, the omission of which would make any statement in respect of theSellers and the Target Group in this Circular misleading.

17. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the registered office of theCompany at 80 Robinson Road #02-00 Singapore 068898 during normal business hours from thedate hereof up to and including the date falling 3 months after the date of this Circular:

the Constitution of the Company;

the annual report of the Company for FY2020;

the SPD;

the Valuation Report;

the IFA Letter;

the consent letter from the legal adviser to the Company;

the consent letter from the Independent Valuer; and

the consent letter from the IFA.

Due to the mandatory safe distancing measures issued by the MOH in relation to the COVID-19outbreak, such physical inspection may be restricted. Please write in to [email protected] prior tomaking any visits to arrange for a suitable time slot for the inspection.

Yours faithfully

For and on behalf of the Board of DirectorsAoxin Q & M Dental Group Limited

Dr Shao YongxinExecutive Director and Group Chief Executive Officer

APPENDIX I – SHAREHOLDING STRUCTURE OF THE TARGET GROUP

I-1

APPENDIX I – SHAR EHOLD ING STRUCTUR E OF TH E TAR GET GR OUPI I

The acquisition of the total issued and paid-up share capital of ARL will be completed as a Condition under the SPD.

APPENDIX II – SUMMARY OF VALUATION REPORT

II-1

APPENDIX II – SUMMAR Y OF VALUATION R EPORTII II

Appended as follows

Strictly Confidential j For Addressee Only

Valuation of 49% equity interest in the capital of

the the Target Group (as defined herein)

Prepared for

Aoxin Q&M Dental Group Limited

Report Date

4 October 2021

Ref: 21/RY_AN/BV-0194-2

Valuation of 49% equity interest in the capital of the Target Group

Page 2 of 18

=hUSe dYfU Ke ] ] Qbi


(as defined herein)

Valuation Date: 30 June 2021

Purpose: Public disclosure purpose

Situation/Background: >gpaf N ' J A]flYd Djgmh Iaeal]\ )u>gpaf N'Jv gj u@gehYfqv*, together

with its subsidiaries (uDjgmhv*, is a leading provider of private dental

k]jna[]k af l`] IaYgfaf_ Mjgnaf[], Kgjl`]jf M]ghd]wk O]hmZda[ g^ China

)uMO@v*. Q`] Djgmh gh]jYl]k 16 \]flYd []flj]k, [gehjakaf_ 10 \]flYd

polyclinics and 6 dental hospitals, located across 8 cities in Liaoning

Province, namely Shenyang, Huludao, Panjin, Gaizhou, Zhuanghe,

Jinzhou, Dalian and Anshan. The Group currently has 400 dental

professionals, including 170 dentists, 180 dental surgery assistants and

50 laboratory technicians. A majority of the dental centres are accredited

as Designated Medical Institutions of Medical Insurance. Additionally, the

Group is engaged in the provision of dental laboratory services, as well as

the distribution and sale of dental equipment and supplies in the Liaoning,

Heilongjiang and Jilin Provinces in Northern PRC.

We understand that the Group is considering to acquire 49% equity

interest af l`] [YhalYd g^ >[me]f AaY_fgkla[k Ml]. Il\. )u>[me]fv gj

QYj_]lv* Yf\ alk kmZka\aYjq, >[me]f O]k]Yj[` IYZgjYlgja]k Ml]. Il\.

)u>OIv* )[gdd][lan]dq uQYj_]l Djgmhv* )uMjghgk]\ >[imakalagfv*.

The Target is in the business of research, manufacture, sale and

\akljaZmlagf g^ hgdqe]jYk] [`Yaf j]Y[lagf )uM@Ov* \aY_fgkla[ l]kl calk, Yk

well as conducting of laboratory testing, including but not limited to

infectious diseases, cancer and COVID-19. Through its subsidiary, ARL,

it is also engaged in the business of providing biomedical research and

development services.

As a result of the Proposed Acquisition, the Company would like an

independent valuation of 49% equity interest in the capital of the Target

Group to ascertain its market value.

As such, we have been requested to perform a valuation of 49% equity

afl]j]kl af l`] [YhalYd g^ l`] QYj_]l Djgmh Yk Yl 30 Gmf] 2021 )uSYdmYlagf

AYl]v*.

Subject Matter: 49% equity interest in the capital of Target Group

Basis of Valuation: Market Value

Valuation Approach: Income Approach


Page 3 of 18


(as defined herein)

Other Details: We wish to highlight that any discrepancies in tables included herein

between the amounts and the totals thereof are due to rounding;

accordingly, figures shown as totals in certain tables may not be an

arithmetic aggregation of the figures that precede them.

Q`] gmlZj]Yc g^ l`] Kgn]d @gjgfYnajmk )u@LSFA-19v*, \][dYj]\ Zq l`]

Tgjd\ E]Ydl` Lj_YfakYlagf Yk Y uDdgZYd MYf\]ea[v gf 11 JYj[` 2020,

has impacted global financial markets. Travel restrictions have been

implemented by many countries.

The market that the Target Group is valued in is being impacted by the

uncertainty that COVID-19 outbreak has caused. Market conditions are

changing daily at present. This valuation is current at the Valuation Date

only. The value assessed herein may change significantly and

unexpectedly over a relatively short period of time (including as a result of

factors that the Valuer (as defined herein) could not reasonably have been

aware of as at the Valuation Date). We do not accept responsibility or

liability for any losses arising from such subsequent changes in value. As

such, we recommend that the user(s) of this report review this valuation

periodically.

Having regard to the foregoing and the market conditions as at the Valuation Date, we are of the opinion

that the Market Value of the 49% equity interest in the capital of the Target Group as at Valuation Date,

subject to the assumptions stated herein, is in as follows:-

S$27.9 million to S$31.2 million

This summary is strictly confidential to the addressee. It must not be copied, distributed or considered in isolation from the full

report.


Page 4 of 18

( Valuation Report

To: Aoxin Q&M Dental Group Limited

Subject Matter: 49% equity interest in the capital of Target Group

Report Date: 4 October 2021

Valuation Date: 30 June 2021

1. Introduction and Instructions

Appointment

In accordance with your instructions, we have assessed and ascertained the Market Value of

49% equity interest in the capital of the Target Group. We are pleased to submit our

kmeeYjak]\ nYdmYlagf j]hgjl )uO]hgjlv*, oà[` `Yk Z]]f hj]hYj]\ ^gj hmZda[ \ak[dosure

hmjhgk] lg k]]c k`Yj]`gd\]jkw YhhjgnYd hmjkmYfl lg l`] Mjghgk]\ Acquisition and should be

read in conjunction with the full valuation report dated 4 October 2021 )uCmdd O]hgjlv*.

Unless otherwise defined, all capitalised terms used herein shall bear the same meanings as

ascribed to them in the Full Report.

2. Terms of reference

@mkèYf ' TYc]â]d\ SEP Ml] Il\ )u@'Tv gj uSYdm]jv) has been appointed to undertake an

independent valuation of 49% equity interest in the capital of the Target Group. We were

neither a party to the negotiations entered into by the Group in relation to the Proposed

Acquisition nor were we involved in the deliberation leading up to the decision on the part of

the management of the Company, Group, Target and/or Target Group )uJYfY_]e]flv* to

enter into the Proposed Acquisition (as the case may be) and we do not, by the Report, Full

Report or otherwise, advise or form any judgement on the merits of the Proposed Acquisition.

We do not warrant the merits of the Proposed Acquisition or the acceptability of the risk for the

Proposed Acquisition.

We have confined our evaluation strictly and solely on the financial of the Target Group and

have not taken into account the commercial/financial risks and/or merits (if any) of the

Proposed Acquisition or the strategic merits or the comparison with other deals involving

shares of the Company, Group, Target and/or Target Group. We were not required to comment

on or evaluate the methods or procedures used by the Target Group to manage the change

in any risk profile of the Company, Group, Target and/or Target Group in the context of

possible changes in the nature of operations. Such evaluation or comment remains the

responsibility of the Management of the Company, Group, Target and/or Target Group

although we may draw upon their views or make such comments in respect thereof (to the

extent deemed necessary or appropriate by us) in arriving at our view as set out in the Report

and/or Full Report.

We were not requested or authorised to solicit, and we have not solicited, any indications of

interest from any third party with respect to the Proposed Acquisition. In addition, we do not

Cushman & Wakefield VHS Pte Ltd

3 Church Street

#09-03 Samsung Hub

Singapore 049483

Tel +65 6535 3232

Fax +65 6535 1028

www.cushmanwakefield.com


Page 5 of 18

express any views or opinion on the merits of the Proposed Acquisition, the legality or all other

matters pertaining to the Proposed Acquisition, documents for the Proposed Acquisition (the

notice of meeting and the accompanying explanatory notes), inter alia, the independence of

any party or mechanism or process of voting, acceptance, its eligibility or validity or the other

alternatives (if any) or the sufficiency of information.

In the course of our evaluation, we have held discussions with, inter alia, the Management of

the Company, Group, Target and/or Target Group, regarding their assessment of the

Proposed Acquisition and have examined publicly available information collated by us as well

as the financial information, both written and verbal, provided to us by the Management,

including its consultants or advisers (where applicable). We have not independently verified

such information but have made enquiries and used our judgement as we deemed necessary

on such information and have found no reason to doubt the reliability of the information.

Accordingly, we cannot and do not expressly or impliedly represent or warrant, and do not

accept any responsibility for, the accuracy, completeness or adequacy of such information or

the manner in which it has been classified or presented.

We do not warrant and have not commented on the acceptability of the risk that the Company,

Group, Target and/or Target Group may be subject to for the Proposed Acquisition.

We were not required to and have not made any independent evaluation or appraisal of the

individual assets and liabilities (including without limitation, real property) of the Target Group

(where applicable). Our opinion in this Report and Full Report is based on economic

conditions, market, industry, monetary and other conditions (if applicable) in effect on, and the

information provided to us, as at the Valuation Date. Accordingly, the bases or assumptions

and likewise our views or opinion may change in light of developments which inter alia,

includes general as well as company specific or industry specific conditions or sentiments or

factors.

Shareholders should note that the evaluation is based solely on publicly available information

and other information provided by the Management as well as the economic and market

conditions prevailing as at the Valuation Date, and therefore does not reflect unexpected

financial performance and financial condition after the Valuation Date or developments both

macro and company specific and that these factors do and will necessarily affect the valuation

of the interests in the capital of the Target Group. Likewise, this Report outlines some of the

matters or bases or factors or assumptions which we have used in our valuation and is a

summary. They are by no means exhaustive or a reproduction of all the matters or bases or

factors or assumptions etc. which we have used in the valuation.

In rendering the opinion, we have made no regard for the general or specific investment

objectives, financial situation, tax position, risk profiles or unique needs and constraints of any

individual shareholder of the Company, Group, Target and/or Target Group (the

uP`Yj]`gd\]jv*. >k km[`, Yfq af\ana\mYd P`Yj]`gd\]j o`g eYq j]imaj] Y\na[] af l`] [gfl]pl g^

his or her specific investment portfolio, including his or her investment in the Company, Group,

Target and/or Target Group, should consult his or her stockbroker, bank manager, solicitor,

accountant, tax adviser or other professional adviser immediately.


Page 6 of 18

Accordingly, any factor or assumption or basis as well as the relative emphasis on any matter

set out in this Report and provided by the Company, Group, Target and/or Target Group which

we used or may have used may differ from the relative emphasis accorded by any individual

Shareholder and that any reliance on our opinion or view or assessment, is subject to the

contents of the Report and Full Report in its entirety.

Accordingly, our Report, Full Report, opinion or views or recommendation should not be used

or relied by anyone for any other purposes and should only be used by the Company, subject

to the terms of reference and the contents of the Report and Full Report as one of the basis

for their opinion or views or recommendation. In addition, any references to our Report, Full

Report, opinion or views, should not be made except with our prior consent in writing and even

if made with our prior consent in writing, shall be subject to the contents of the Report and/or

Full Report in its entirety inter alia the matters, conditions, assumptions, factors and bases as

well as our terms of reference for the Report and/or the Full Report.

3. Bases of Valuation

The valuation has been prepared in accordance with International Valuation Standards.

Bases

The subject matter has been valued on the basis of Market Value which is defined as follows:

eDQN N\]RVJ]NM JVX^W] OX[ `QRLQ JW J\\N] X[ liability should exchange on the valuation date

between a willing buyer and a willing seller in an arm's length transaction, after proper

marketing and where the parties had each acted knowledgeably, prudently and without

LXVY^U\RXW,f

4. Assumptions and Reservations

Assumptions

In preparing our assessment, we have made the following key assumptions in our valuation

and these apply throughout unless otherwise stated:

' The financial information provided accurately reflects the Target Groupws financial and

operating position and performance.

' The financial statements were prepared in accordance with accounting principles

generally accepted internationally on a true and fair basis.

' The Management has provided us the financial projections from the financial period

between 1 July 2021 Yf\ 31 A][]eZ]j 2021 )uCMA][2021v* lg ^afYf[aYd year ending 31

A][]eZ]j )uCVv* 2023 and concurred with the assumptions used in the financial

projections from FY2024 to FY2028. To its best knowledge, the Management is solely

responsible for the contents, estimation and the assumptions used in the projections.

' The Target Group shall continue to operate as a going concern and they have sufficient

liquidity to achieve the financial forecasts and projections.


Page 7 of 18

' There will not be any material changes in the political and/or economic conditions under

which the Target Group operates that may adversely affect the future prospects of the

Target Group.

' There are no other liabilities, including any contingent liabilities, unusual contractual

obligations or substantial commitments which would have a material effect on the value

of the Target Group.

' The current owners of the Target Group have clear and unencumbered title of ownership

over all assets included in this assessment.

' There are no material changes in existing political, legal or regulatory (including changes

in legislation, laws, regulations, government policies or rules), fiscal, market or economic

conditions in the Target Groupws countries of operations.

' There will be no material change in inflation, interest rates or exchange rates from those

prevailing as at the Valuation Date.

' There will be no material changes in the bases or rates of taxation or duties.

' The Target Groupws operations and business will not be severely interrupted by any force

majeure event or unforeseeable factors or any unforeseeable reasons that are beyond

the control of the Management, including but not limited to the occurrence of natural

disasters or catastrophes, epidemics or serious accidents.

Other assumptions specific to a particular valuation approach or certain observations and

conclusions are outlined in the ensuing sections of the Report.

It should be noted that the valuation of the Target Group is critical upon the following key value

drivers:

' The Target Group continues to operate as a going concern and is able to meet all its

financial obligations;

' The Target Groupwk sales, costs, and net profit continue to grow according to the

forecast. Their capital expenditure and working capital requirements are estimated

accurately in the projections;

' The Target Group has sufficient operational resources to support the projected turnover

and profitability; and

' The Target Group continues to maintain costs in accordance with the forecast.

Any deviation from the above key drivers and assumptions may significantly vary the valuation

of the Target Group.

The valuation is largely based on information provided to us by the Management who are

solely responsible for their contents/accuracy. We have not performed any work in the nature

of an audit, due diligence or investigation of the information provided to us and accordingly

have not expressed any such opinion in this Report. Further, we have not carried out any work

in the nature of a feasibility study, nor have we expressed a viability opinion on the Proposed

Acquisition. We have also not verified or confirmed information provided to us and have

assumed that all such information is accurate and is not subject to material error or omission.


Page 8 of 18

For this exercise, we have considered published market data and other public information

relating to the comparable companies on international stock exchanges. We are not

responsible as to their content and accuracy in deriving parameters such as country risk rate

for purposes of valuation. Such information was obtained from Bloomberg and other sources,

where applicable.

Reservations

The value conclusions reflect all information known by the valuers of C&W who worked on the

valuation in respect to the equity interest in the capital of the Target Group, market conditions

and available data.

5. General Comment

A valuation is a prediction of price, not a guarantee. By necessity it requires the valuer to make

subjective judgements that, even if logical and appropriate, may differ from those made by a

lessee, or another valuer. Historically, it has been considered that valuers may properly

conclude within a range of possible values.

Market Value of the subject matter can change substantially, even over short periods of time,

and so our opinion of value could differ significantly if the Valuation Date was to change.

The outbreak of the COVID-19, \][dYj]\ Zq l`] Tgjd\ E]Ydl` Lj_YfakYlagf Yk Y uDdgZYd

MYf\]ea[v gf 11 JYj[` 2020, `Yk aehY[l]\ _dgZYd ^afYf[aYd eYjc]lk. QjYn]d j]klja[lagfk `Yn]

been implemented by many countries.

The market that the Target Group is valued in is being impacted by the uncertainty that the

COVID-19 outbreak has caused. Market conditions are changing daily at present. This

valuation is current at the Valuation Date only. The value assessed herein may change

significantly and unexpectedly over a relatively short period of time (including as a result of

factors that the Valuer could not reasonably have been aware of as at the Valuation Date). We

do not accept responsibility or liability for any losses arising from such subsequent changes in

value. As such, we recommend that the user(s) of this Report review this valuation periodically.

We have no present or prospective interest in the Target Group and are not a related

corporation of nor do we have a relationship with the owner(s) or other party/parties whom the

client is contracting with.

Q`] nYdm]jkw [geh]fkYlagf ak fgl [gflaf_]fl mhgf l`] j]hgjlaf_ g^ Y hj]\]l]jeaf]\ nYdm] gj

direction in value that favours the cause of the Company, Group, Target and/or Target Group,

the amount of the value estimate, the attainment of a stipulated result, or the occurrence of a

subsequent event.

We hereby certify that the valuers undertaking the valuation are authorized to practice as

valuers and have the necessary experience in valuing similar types of assets. Any

discrepancies in tables included herein between the amounts and the totals thereof are due to

rounding; accordingly, figures shown as totals in certain tables may not be an arithmetic

aggregation of the figures that precede them.


Page 9 of 18

6. Valuation Methodology

We have considered the 3 valuation approaches namely Cost Approach, Income Approach

and Market Approach and have adopted Income Approach as our primary approach and

Market Approach as reference.

The rationale for adopting Income Approach lies in the present value rule, i.e. the value of

any asset or enterprise value is the present value of expected future cash flows, discounted

at a rate appropriate to the risk of the cash flows not being realised. Given that the Target

Group had ongoing business and operation to generate future cash flows, we considered

the use of Income Approach as the primary approach to be appropriate.

Rf\]j JYjc]l >hhjgY[`, o] `Yn] [gfka\]j]\ l`] ]fl]jhjak] nYdm] lg kYd]k )uBS/Pv* Yf\

enterprise value to earnings before interest, taxation, depreciation and amortisation

)uBS/B?FQA>v* emdlahd]k af l`] nYdmYlagf. ?Yk]\ gf gmj YfYdqkak, l`] ngdYladala]k ^jge l`]

multiples of Comparable Companies make it difficult to conclude a reliable amount for the

valuation by adopting the result from a single market multiple approach and no single

company was comparable in size, capital nature of business and operations. Further, the

current earnings of the Target Group is not at its normalised stage. Thus, the various market

multiples under the Market Approach is used as reference.

The Cost Approach is not adopted because it does not directly incorporate information about

the future economic benefits expected to be derived by the Target Group.

Accordingly, we have relied solely on Income Approach in assessing the equity value of the

Target Group and the Market Approach as a reference.

Income Approach - Discounted Cash Flow Analysis

Discounted Cash Flow (uDCFv) Method is one application of Income Approach. We have used

free cash flow to firm (uFCFFv) to assess the overall enterprise value of the companies. FCFF

represents the cash flows left over after covering capital expenditure and working capital needs.

The present value of FCFF is a measure of enterprise value and the equity value is

subsequently derived after taking into consideration debt, excess cash and cash equivalents

as well as non-operating assets/liabilities. FCFF is defined as follows:

FCFF = EBIT (1 d Tax rate) + Depreciation and Amortization d Capital Spending d Change in

Working Capital

In applying the DCF method there are three critical inputs:

' A supportable cash flow forecasts;

' An estimate of the terminal value at the end of the forecast period; and

' An appropriate discount rate by which to revert the cash flows to present value.

The assumptions used in the DCF analysis are set out in the following sections.


Page 10 of 18

Financial projections

We were provided with financial projections from FPDec2021 to FY2023, which form the basis

of the DCF analysis. As the expected earnings generated in FY2023 is not at its normalised

stage, the financial projections were extended to FY2028. Based on discussion with

Management, the key assumptions used for the financial projections from FY2024 to FY2028

are as follows:

' Revenue growth rate is assumed to gradually decrease to about 2% in FY2028 with

reference to the expected long-term global GDP growth rate;

' EBITDA margin is assumed to gradually decrease to about 22% in FY2028 with reference

to the EBITDA margin of the Comparable Companies;

' The projected depreciation & amortization over revenue is projected based on an average

useful life of 8 years;

' The projected capital expenditure over revenue is assumed to be at around 3% per

annum in line with the Comparable Companies; and

' Other assumptions are held similar to FY2023.

Based on the above-mentioned assumptions, the expected FCFF of the Target Group from

FPDec2021 to FY2028 is as follows:-

Capital expenditure: Based on discussion with Management, the capital expenditure is

expected to range from S$0.2 million per annum to S$2.3 million per annum between

FPDec2021 and FY2028.

Net working capital changes: Based on discussion with Management, it is expected that the

inventories, trade & other receivables and trade & other payables will change in line with the

projected change in revenue, cost of sales and operating expenses (excluding depreciation)

(as the case may be).

Forecast Working for terminal value

SGD (million), unless otherwise

specified FPDec2021 FY2022 FY2023 FY2024 FY2025 FY2026 FY2027 FY2028

Revenue 23.8 45.4 53.3 60.8 67.6 73.1 76.8 78.3

EBIT 14.7 25.0 27.6 27.5 26.1 23.4 19.4 14.5

Less: Tax expenses (2.5) (4.3) (4.7) (4.7) (4.4) (4.0) (3.3) (2.5)

Add: Depreciation & amortisation 0.3 0.9 1.1 1.3 1.5 1.8 2.1 2.4

Less: Capital expenditure (0.2) (0.3) (1.6) (1.8) (2.0) (2.2) (2.3) (2.3)

Less: Net working capital changes (2.4) (1.2) (1.2) (0.3) 0.2 0.6 1.0 1.3

FCFF 9.9 20.2 21.2 22.0 21.3 19.6 16.9 13.4


Page 11 of 18

The underlying net working capital assumptions are set out as follows:-

' Inventories turnover days: around 60 days

' Trade & other receivables turnover days: 60 to 125 days

' Trade & other payables turnover days: 45 to 87 days

Terminal value

To estimate the terminal value of Target Group at the end of the projection period in FY2028,

we have used the Gordon Growth Model. This model is used to assess terminal value of firms

that are growing at a stable growth rate and relates the value to its expected cash flow in the

next time period, the required rate of return and the expected long term growth rate.

Terminal value = CFn +1 / (r t g)

Where CFn+1 = expected cash flow one year from n-th year

r = required rate of return, i.e. discount rate

g = growth rate in perpetuity

We have assumed that the earnings of the Target Group would reach a stable perpetual

growth rate ranges from 1.5% to 2.5% after FY2028 based on the expected long term global

GDP growth rate.

Discount rate

Income Approach requires the application of an appropriate discount rate that reflects the

inherent risks relating to the cash flows. The present value of the cash flows from Target Group

is the expected future net cash flows discounted by an appropriate discount rate. We have

adopted T]a_`l]\ >n]jY_] @gkl g^ @YhalYd )uT>@@v* ranging from 18.5% to 20.5%.

Debt, capital commitment & non-operating payables and excess cash & other surplus

In order to arrive at 100% equity value of the Target Group from the enterprise value, the

existing debt, capital commitment & non-operating payables are subtracted and excess cash

& other surplus are added. As at the Valuation Date, the Target Group had debt & non-

operating payables of about S$10.5 million which mainly comprises amount due to immediate

parent company, amount due to shareholder, amount due to related party and income tax

payables. Based on discussion with Management, the amount due to immediate parent

company of S$5.3 million is expected to be repaid and offset by the amount due from the

immediate parent company of S$2.0 million before the completion of the Proposed Acquisition.

Further, there is capital commitment of about S$1.2 million. As such, the adjusted debt, capital

commitment & non-operating payables are about S$9.7 million. Further, the Target Group had

excess cash & other surplus of approximately S$3.8 million as at the Valuation Date.

Adjustment for private company discount (marketability discount)

According to the International Glossary of Business Valuation Terms, marketability means the

relative ease and promptness with which a security or commodity may be sold when desired,

at a representative current price, without material concession in price merely because of the


Page 12 of 18

necessity of the sale. Investors will price in a discount for the additional costs and risks of

liquidation when valuing equity in privately held companies. We applied a marketability

discount of approximately 30% for the purpose of this valuation.

Adjustment for lack of control discount (Minority Discount)

According to the International Glossary of Business Valuation Terms, discount for lack of

control refers to an amount or percentage deducted from a pro-rata share of the value of 100%

of an equity value in a business, to reflect the absence of some or all of the powers of control.

Based on research surveys indicated by MergerStats, shares with controlling power are worth

approximately 15% higher than shares without controlling power in the healthcare industry. As

such, it is derived that about 13% of the total value of the Target Group is allocated to other

shareholders without management power. The derivation of minority interest is as follows:-

Minority Discount = 1-1/(1+control premium)

= 1-1/(1+15%)

= 13%

Market Value of 49% equity interest in the capital of the Target Group

Based on the DCF method, the derived 100% enterprise value of Target Group ranges from

S$99.6 million to S$110.2 million as at Valuation Date. The equity value of 100% equity interest

in the capital of the Target Group is then derived by taking enterprise value, subtracting debt,

capital commitment & non-operating payables and adding excess cash & other surplus. As at

the Valuation Date, the Target Group has adjusted debt, capital commitment & non-operating

payables of S$9.7 million and excess cash & other surplus of S$3.8 million. A marketability

discount of 30% is applied to reflect the private status of Target Group and a minority discount

of 13% is applied to reflect the lack of control for the 49% equity value in the capital of the

Target Group.

As such, based on DCF Method, the Market Value of 49% equity interest in the capital of

Target Group as at the Valuation Date ranges from S$27.9 million to S$31.2 million.

7. Valuation Result

Having regard to the foregoing and the market conditions as at the Valuation Date, we are of

the opinion that the Market Value of the 49% equity interest in the capital of the Target Group

as at Valuation Date, subject to the assumption stated herein, is as follows:-

S$27.9 million to S$31.2 million

8. Confidentiality

Our valuation is confidential to you, for your sole use and for the specific purpose stated. We

will not accept responsibility to any third party in respect of its contents.


Page 13 of 18

9. Disclosure and Publication

You must not disclose the contents of the Report and/or Full Report to a third party in any way

without first obtaining our written approval to the form and context of the proposed disclosure.

You must obtain our consent, even if we are not referred to by name or the Report and/or Full

Report is to be combined with others. We will not approve any disclosure that does not refer

sufficiently to any special assumptions or departures that we have made.

10. Limiting Conditions

This report is prepared subject to the Limiting Conditions in Appendix 1 of the Report.

11. MQ\e Ubkc ; bUTU d̂YQ\

The valuation is performed by Richard Yap who is a senior corporate advisory executive with

more than 10 years of experience in M&A, valuation of business, financial instruments and

intangible assets and has worked extensively throughout Asia Pacific. He has demonstrable

success across Valuations, Advisory and Capital Markets. Currently based in Singapore,

Richard leads the Business Valuation team for C&W throughout Singapore and South East

Asia. Richard is a Chartered Financial Analyst (CFA), Chartered Accountant (CA Singapore)

as well as Chartered Valuer and Appraiser (CVA).

Signed for and on behalf of C&W.

Richard Yap

CFA, CA (Singapore), CVA

Senior Director


Page 14 of 18

Appendix 1 Limiting Conditions

The Report and/or Full Report is prepared subject to the following terms and conditions: -

1) The report is:

a. restricted to the use by the client to whom this report is addressed;

b. for the specific purpose stated therein; and

c. for the sole purpose for which it was commissioned.

Any reliance on its contents shall be made within a reasonable time from the Valuation Date.

We disclaim any liability arising from any reliance on the valuation report by any other person

or for any other purpose or beyond a reasonable time.

2) Neither the whole nor any part of this valuation report or any reference to it may be included in

any document, circular, statement, correspondence nor publication in any way without our prior

written approval of the form and context in which it may appear. We bear no responsibility for

any unauthorised inclusion or publication.

3) Where it is stated in the report that information has been supplied to us by you or another party,

this information is believed to be complete, reliable and accurate and we disclaim all

responsibility if this information should later prove not to be so. Where information is given

without being attributed directly to another party, it shall be taken that this information has been

obtained by our own search of records and examination of documents, or by our enquiry from

Government or quasi-Government departments.

4) The values assessed in the report for the subject property and any allocation of values between

parts of the property apply strictly on the terms of and for the purpose of this valuation (where

applicable). The values assessed should not be used in conjunction with any other assessment,

as they may prove incorrect if so used.

5) While due care is taken in the course of inspection to note serious building defects, no structural

survey has been made and no guarantee is given that the building is free from rot, termite, pest

infestation or other hidden defects (where applicable). We have also not made any test on the

building services such as air-conditioning, fire-fighting systems, lifts, escalators, plumbing and

lighting etc. and the services are presumed to be in good working order (where applicable).

6) Our valuation assumes that the title(s) is (are) in good order and are marketable, free from any

liens, mortgages, encumbrances, restrictions and other legal impediments (where applicable).

We accept no responsibility for investigations into title(s), searches, legal requisitions, legal

validity of title or any charges, claims, liabilities registered against the title(s). The client is

advised to consult his solicitors on any matter concerning the title(s) (where applicable).

7) Any plans that are included in the report are meant for identification purposes and to assist the

client in visualising the subject property (where applicable). The plans should not be treated as

certified true copies of areas or other particulars contained therein. We have not made any

survey of the property and assume no responsibility in connection with such matters (where

applicable).

8) We have not taken into account of any plant and machinery in our valuation.


Page 15 of 18

9) We have not made any requisition for the Road Line Plan or for drainage proposal (where

applicable). We have also not made any application for information/document in respect of

Building Control Records. Such requisitions/applications will not be made unless specifically

instructed by our client (where applicable).

10) As matters concerning compulsory acquisitions by the Government are confidential, we are

unable to provide information relating to Government acquisitions unless the subject property

has already been gazette for acquisition (where applicable).

11) Our valuation assumes that the subject property, as currently used, is in compliance with the

existing land use zoning and is not in contravention of any planning rules or regulations (where

applicable).

12) Our valuation assumes that all development charges and maintenance/ service/ conservancy

charges, if any, whether outstanding or payable as at the date of valuation, have already been

fully paid (where applicable).

13) Our valuation further assumes that, as at the date of valuation, there are no outstanding

liabilities or charges attached to the property (ies) (where applicable).

14) Subject at all times to the provisions in these terms and conditions and in the letter of

engagement, we shall not be liable to you in contract, tort (including negligence or breach of

statutory duty), misrepresentation, restitution or otherwise, arising in connection with the

performance or contemplated performance of our services in respect of:

a) any direct loss of profit;

b) any indirect, special or consequential loss whatsoever howsoever caused including without

limitation (i) indirect loss of profit; (ii) loss of business; (iii) loss of goodwill; (iv) loss of use

of money; (v) loss of opportunity, and the parties agree that the sub-clauses of this clause

shall be severable.

15) Subject at all times to the provisions in these terms and conditions and in the letter of

engagement, we shall not be liable to you in negligence for pure economic loss arising in

connection with the performance or contemplated performance of our services.

16) Where you or a third party has caused or contributed to the losses, damages, costs, claims or

expenses, we shall not be liable to make any contribution in respect of such liability.

17) Save in respect of third parties directly instructed by us and not on your behalf, we shall not be

liable for the services or products provided by other third parties, nor shall we be required to

inspect or supervise such third parties, irrespective of the third party services or products being

incidental to or necessary for the provision of our services to you (where applicable).

18) Subject to the provisions in these terms and conditions and in the letter of engagement, our total

aggregate liability (including that of our partners and employees) to you in contract, tort

(including negligence or breach of statutory duty), misrepresentation, restitution or otherwise,

arising in connection with the performance or contemplated performance of our services shall

be limited to (i) an aggregate sum not exceeding the fee paid for each instruction accepted; or

(ii) SGD500,000.00, whichever is lower.


Page 16 of 18

19) We shall be released from our obligations to the extent that performance thereof is delayed,

hindered or prevented by any circumstances beyond our reasonable control (examples being a

strike, act of God or act of terrorism). On becoming aware of any circumstance which gives rise,

or which is likely to give rise, to any failure or delay in the performance of our obligations, we

will notify you by the most expeditious method then available.

20) Our pricing structure has been established by reference to these limitations on our liability and

our level of professional indemnity insurance in respect of the services we provide. If you feel

that it is necessary to discuss with us a variation in these levels, then please raise the issue with

your client partner who will be able to let you have proposals for a revised pricing structure to

reflect the agreed level of our liability and/or professional indemnity cover.

21) Responsibility for our valuation extends only to the party(ies) to whom it is addressed. However,

in the event of us being asked by you to re-address our report to another party or other parties

or permit reliance upon it by another party or other parties, we will give consideration to doing

so, to named parties, subject to payment of additional fees.

These fees are exclusive of GST & expenses (including the cost of re-addressing the report)

and are subject to a minimum fee of SGD1,000. Should additional work be involved, over and

above that undertaken to provide the initial report, we may make a further charge although we

will agree this with you before commencing the work.

22) Where we consent to reliance on our report by another party or other parties, we do so on the

basis that these terms and conditions will apply to the new addressee(s) as if it/they had been

a party to the original letter of engagement between us. Where we consent to such reliance,

you agree to furnish the addressee with a copy of any reliance letter issued by us and/or a copy

of these terms and conditions.

23) Where you provide a copy of and/or permit another party or parties to rely upon our valuation

report without obtaining our express written consent (in accordance with clauses 21 and 22

above), you agree to indemnify and us, our affiliates and their respective shareholders,

directors, officers and employees, harmless from and against all damages, expenses, claims

Yf\ [gklk, af[dm\af_ j]YkgfYZd] Yllgjf]qkw ^]]k, af[mjj]\ af afn]kla_Ylaf_ Yf\ \]^]f\af_ Yfq

claim arising from or in any way connected to the use of, or reliance upon, the valuation report

by any such unauthorised person or entity.

24) Save where we have consented to another party or other parties relying on the valuation report

in accordance with clauses 21 and 22, where a valuation report is prepared or where we consent

to a valuation report being used for the purpose of a public offering in accordance with any stock

exchange listing rules, you agree to indemnify us for any liability whatsoever that we have to

any party or parties which exceeds our aggregate cap on liability (referred to in clause 18) which

arises from their use and/or reliance on the valuation report.

25) T`]j] j]^]j]f[] ak eY\] lg uO]afklYl]e]fl @gkl ^gj FfkmjYf[] SYdm]kv, km[` afkmjYf[] nYdm]

is the value of property on the appropriate basis as defined in the insurance contract or policy

(where applicable).

26) Where ref]j]f[] ak eY\] lg uCgj[]\ PYd] SYdm]v, km[` nYdm] ak l`] Yegmfl l`Yl eYq j]YkgfYZdq

be received from the sale of a property under (forced sale) conditions that do not meet all the


Page 17 of 18

criteria of a normal market transaction. Such Forced Sale Value is not a representation of the

market value (where applicable).

27) The report is prepared on the basis that we are not required to give testimony or appear in court

or any other tribunal or to any government agency by reason of this valuation report or with

reference to the property in question unless prior arrangements have been made and we are

properly reimbursed.

28) We retain ownership of the intellectual property rights in the valuation report and we provide you

with an irrevocable, non-transferrable and royalty-free license (with no right to sub-licence) to

use the intellectual property for the purpose or purposes stated in the valuation report.

29)

a) In connection with performance of this agreement, each party represent and warrant to the

other party that they comply with, will comply with, and will not cause the other Party to

violate, all applicable laws related to anti-bribery or anti-[gjjmhlagf )uAnti-Corruption

Lawsv*, af[dm\af_, Zml fgl daeal]\ lg, l`] R.P. Cgj]a_f @gjjmhl MjY[la[]k >[l )15 R.P.@. ss

78dd-1 et seq.), and the UK Bribery Act of 2010.

b) You represent and warrant that:

(i) in connection with performance of this agreement, you and your shareholders, directors,

officers, or employees comply with, will comply with, and will not cause us to violate

applicable laws related to the import and export of goods, technology and services,

economic or financial sanctions, trade embargoes, or other restrictions on trade

)uSanctions &Trade Controlsv*, af[dm\af_, Zml fgl daeal]\ lg, kYf[lagfk dYok Yf\

regulations of the United States (as administered and enforced by the U.S. Department

g^ l`] Qj]Ykmjqwk L^^a[] g^ Cgj]a_f >kk]lk @gfljgd )uOFACv* Yf\ R.P. A]hYjle]fl g^

State), the U.S. Export Administration Regulations (31 C.F.R. Parts 730-774), the

International Traffic in Arms Regulations (22 C.F.R. Parts 120-130), U.S. antiboycott

j]_mdYlagfk )Yk Y\eafakl]j]\ Yf\ ]f^gj[]\ Zq l`] R.P. A]hYjle]fl g^ @gee]j[]wk

L^^a[] g^ >flaZgq[gll @gehdaYf[] Yf\ l`] R.P. A]hYjle]fl g^ l`] Qj]Ykmjqwk Ffl]jfYd

Revenue Service), and sanctions laws and regulations of the United Kingdom (as

administered and enforced by Her Majesty's Treasury), provided that the

representations and warranties contained in this Clause b(i) are given only to the extent

that they would not result in a violation of or conflict with Council Regulation (EC) No.

2271/96, as amended (or any law or regulation implementing such Regulation in any

member state of the European Union or any equivalent law or regulation in the United

Kingdom), the German Foreign Trade Act or any similar, applicable anti-boycott or

blocking law or regulation;

(ii) in connection with performance of this agreement, you and your shareholders, directors,

officers, or employees comply with, will comply with, and will not cause us to violate

applicable laws related to money laundering, terrorist financing, or related financial

j][gj\c]]haf_ Yf\ j]hgjlaf_ j]imaj]e]flk )uAML Lawsv*, af[dm\af_, Zml fgl daeal]\ lg,

the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), Money Laundering Control Act of

1986 (18 U.S.C. §§ 1956 et seq.), USA PATRIOT Act, EU Money Laundering Directives,

Page 18 of 18

UK Prevention of Terrorism Act 2005, UK Serious Organised Crime and Police Act

2005, UK Money Laundering Regulations 2003, UK Proceeds of Crime Act 2002, and

UK Anti-Terrorism, Crime and Security Act 2001;

(iii) neither you nor any of your shareholders, directors, officers, or employees (i) is blocked,

debarred, designated, excluded, sanctioned, or denied import or export privileges under

applicable Sanctions & Trade Controls and/or AML Laws; (ii) located in, resident in or

organized under the laws of a country or territory which is a subject of country-wide or

territory-wide Sanctions and Trade Controls at the date of the this Agreement, Crimea,

Cuba, Iran, Syria or North Korea); or (iii) owned (with a 20% or greater interest) or

[gfljgdd]\ Zq Yfq h]jkgf a\]fla^a]\ af )a* )[gdd][lan]dq, uRestricted Personsv*< Yf\

(iv) in connection with performance of this agreement, you are not engaged in, and will not

knowingly engage in, any dealings or transactions or be otherwise associated with

Restricted Persons in violation of Applicable Law or provided that, if a person is

considered a Restricted Person solely based on its inclusion in a relevant list, but its

inclusion on that list is limited to a specific purpose or purposes, that person would be

considered a Restricted Person only with respect to that specific purpose or purposes

and not any other purpose or purposes.

c) Notice

If, at any time, you become aware that any of the representations set out in Clause b are

no longer accurate, you will notify us immediately in writing.

d) Termination

We will have the unilateral right, exercisable immediately upon written notice, to terminate

this agreement and will be entitled to receive payment of the fees for services rendered

pursuant to this agreement together with any and all reasonable additional costs incurred

due to such early termination in the event that:

(i) in connection with performance of this agreement, you violate, or causes us to violate,

applicable Anti-Bribery Laws and Rules or Sanctions and AML Laws;

(ii) we believe in good faith that you have acted in a way that may subject us to liability

under applicable Anti-Bribery Laws and Rules or Sanctions and AML Laws; or

(iii) you or any of your direct or indirect shareholders becomes a Restricted Person.

APPENDIX III – SUMMARY OF CONDITIONS TO THE PROPOSED ACQUISITION

III-1

APPENDIX III – SUMMARY OF C ONDIT ION S TO TH E PR OPOSED AC QUISIT IONIII III

Part I: Conditions

The agreement to sell and purchase the Sale Shares and Completion shall be conditional upon satisfaction(or waiver in accordance with the SPD) of inter alia the following conditions:

1. Conditions to be satisfied by the Sellers

(a) The results of a due diligence exercise (being legal, commercial, tax, financial and technical duediligence, as would be required for transactions of such nature) over the Target and its subsidiaries(if any) (“Due Diligence Investigations”), being reasonably satisfactory to the Company;

(b) the rectification, or the procurement of such rectification, to the reasonable satisfaction of theCompany, by each Seller, of all material issues or irregularities uncovered by the Company and itsrepresentatives during the Due Diligence Investigations (if any);

(c) in the manner reasonably satisfactory to the Company, the completion of the transfer all the sharesin the capital of ARL by Dr Ong to the Target in accordance with the applicable laws, such that ARLbecomes a wholly owned subsidiary of the Target (the “Restructuring Exercise”) and Dr Onghaving provided evidence in a form reasonably satisfactory to the Company that the RestructuringExercise has been completed in accordance with all applicable laws;

(d) the termination of the joint venture agreement entered into on 22 April 2020 between the TargetCompany, Zeng Weiyi, the Sellers and Q & M, expressed to take effect on or prior to the CompletionDate;

(e) the execution of the SHA which is expressed to take effect on or prior to the Completion Date;

(f) the Target having obtained all applicable authorisations which are necessary under any applicablelaw in Singapore to:

(i) enable the Company to be registered as holder of any and all of the Sale Shares; and

(ii) to give effect to the Proposed Acquisition;

such authorisations not having been revoked, expired, amended or withdrawn on or before theCompletion Date, and where any such Authorisation is subject to conditions, such conditions beingreasonably acceptable to the Company and if required to be fulfilled by a particular date, being sofulfilled, and such authorisation remaining valid and in full force and effect, where applicable;

(g) all necessary authorisations having been granted in connection with the SPD by any third party whois a contracting party to any agreement that is material to the Target’s business having beenobtained, remaining valid and in force and not having been withdrawn, suspended, amended orrevoked as at the Completion Date, in each case, to the reasonable satisfaction of the Company andwhere any authorisations are subject to conditions, such conditions being reasonably satisfactory tothe Company and if required to be fulfilled by a particular date, being so fulfilled, and suchauthorisations remaining valid and in full force and effect, where applicable;

(h) all necessary authorisations from or with all relevant governmental agencies in relation to the Targetand the Target’s business having been obtained, remaining valid and in force and not having beenwithdrawn, amended or revoked as at the Completion Date, nor subject to conditions not acceptableto the Company;

(i) the Sellers are the sole legal and beneficial owner of their respective Sale Shares, free from anyencumbrances, on Completion;

(j) the warranties provided by the Sellers in the SPD remaining true, complete, accurate and notmisleading in all respects; and

(k) there not having occurred any matter, fact or circumstance which would have a material adverseeffect;


III-2

2. Conditions to be satisfied by the Company

(a) such necessary authorisations from or with all relevant governmental agencies and other thirdparties (if any) of the Company in connection with the SPD having been obtained, remaining validand in force and not having been withdrawn, suspended, amended or revoked as at the CompletionDate, including the approval of the Board and the approval of the Shareholders in an EGM for,amongst others:

(i) the Proposed Diversification;

(ii) the Proposed Acquisition;

(iii) the Proposed Issue and the allotment and issuance of the Consideration Shares to Dr Ongsuch that Dr Ong will become a new controlling shareholder of the Company under Chapter 8of the Catalist Rules;

(iv) (where applicable) the Proposed Acquisition and the Proposed Joint Venture as an interestedperson transaction under Chapter 9 of the Catalist Rules; and

(v) the appointment of Dr Ong as an executive and non-independent director of the Companywith effect from Completion;

(b) allotment, issue and subscription of the Consideration Shares, not being prohibited by anyapplicable law promulgated or issued after the date of the SPD by any governmental agency ofSingapore or elsewhere, which is applicable to the Target and/or the Company;

3. Other conditions

(a) the approval of the SGX-ST (where applicable) for the transactions contemplated under the SPD,including, inter alia, the Proposed Acquisition, and the listing of, and quotation for, the ConsiderationShares on the Catalist Board, if required, having been obtained and not having been withdrawn,suspended, amended or revoked as at the Completion Date, and, where such approval is subject toany conditions, to the extent that such conditions are required to be fulfilled on or before CompletionDate, they are so fulfilled; and

(b) (where applicable) an unqualified opinion from the IFA stating that the terms of the ProposedAcquisition and Proposed Joint Venture, each being an interested person transaction, is on normalcommercial terms and is not prejudicial to the interests of the Company and minority shareholders ofthe Company.

Part II: Limitation of Liabilities

1. Time limitation for Claims

Each Seller shall not be liable under the SPD in respect of any claim unless a notice of the claim isgiven in writing by the Company to such Seller setting out reasonable details of the specific matter inrespect of which the claim is made within 15 months following Completion.

2. Maximum Claims

(a) The aggregate liability of Acumen Holdings to the Company in respect of all Claims (as defined in theSPD) made for breach of the terms of the SPD, including the Seller’s Warranties (as defined in theSPD), shall not (including claims for any indirect, consequential or other heads of damages or losses)exceed an amount equal to such part of the Purchase Consideration paid to Acumen Holdings.

(b) The aggregate liability of Dr Ong to the Company shall be as follows:


III-3

(i) in respect of all Claims made for breach of the Seller’s Fundamental Warranties (as defined inthe SPD), an amount not exceeding 30% of such part of the Purchase Consideration paid toDr Ong; and

(ii) in respect of all other Claims under the SPD (save for Claims made for any breach of theSeller’s Fundamental Warranties), an amount not exceeding 15% of such part of thePurchase Consideration paid to Dr Ong.

3. Double Claims

The Company shall not be entitled to recover from any Seller under the SPD more than once inrespect of the same damage suffered.

4. Fraud

None of the limitations contained in the SPD shall apply to any claim which arises or is increased, orto the extent to which it arises or is increased, as the consequence of, or which is delayed as a resultof the fraud, wilful misconduct or wilful concealment by any Seller or any officer, director or employeeor agent of any Seller (where applicable).

5. Breaches capable of remedy

A breach of any Sellers Warranty which is capable of remedy shall not entitle the Company tocompensation unless the relevant Seller is given written notice of the breach and such breach is notremedied on or prior to the earlier of (i) the Completion Date and (ii) the date falling 15 BusinessDays (or such later date as may be agreed in writing between the Company and the relevant Seller)after the date on which notice is served on the Seller.

APPENDIX IV – DISCLOSURE PURSUANT TO APPENDIX 7F OF THE CATALIST RULES

IV-1

APPENDIX IV – DISCLOSUR E PURSUANT TO APPEND IX 7F OF TH E CATALIST RUL ES

IV IV

Date of Appointment Completion Date, subject to Shareholders’approval.

Name of person Ong Siew Hwa

Age 49

Country of principal residence Singapore

The Board's comments on this appointment (includingrationale, selection criteria, and the search andnomination process)

Please refer to Sections 5 and 9.5 of thisCircular.

Whether appointment is executive, and if so, the areaof responsibility

Dr Ong will be appointed as an ExecutiveDirector to inter alia oversee the overallmanagement of the Target Group’s businessfollowing the completion of the ProposedAcquisition.

Job Title (e.g. Lead ID, AC Chairman, AC Member etc.) Executive Director

Professional qualifications Nil

Working experience and occupation(s) during the past10 years

Please refer to Section 5.2 of this Circular.

Shareholding interest in the listed issuer and itssubsidiaries

As at the Latest Practicable Date, Dr Ongdoes not hold any shareholding interest in theCompany and its subsidiaries. Followingcompletion of the Proposed Acquisition, DrOng will hold 18.21% (92,654,545Consideration Shares) of the Enlarged ShareCapital.

Any relationship (including immediate familyrelationships) with any existing director, existingexecutive officer, the issuer and/or substantialshareholder of the listed issuer or of any of its principalsubsidiaries

Nil

Conflict of interest (including any competing business) Nil

Undertaking (in the format set out in Appendix 7H)under Rule 720(1) has been submitted to the listedissuer

Subject to obtaining Shareholders’ approval,Dr Ong will sign the undertaking (in the formatset out in Appendix 7H) under Rule 720(1) ofthe Catalist Rules, and submit the same to theCompany the next Business Day afterShareholders’ approval is obtained.

Other Directorships

Past (for the last 5 years) 1. SME Centre @ SMF Pte. Ltd.2. Acumen Holdings Pte. Ltd.

Present 1. Acumen Diagnostics Pte. Ltd.2. Acumen Research Laboratories Pte. Ltd.


IV-2

Information required

(a) Whether at any time during the last 10 years, anapplication or a petition under any bankruptcy lawof any jurisdiction was filed against him or against apartnership of which he was a partner at the timewhen he was a partner or at any time within 2 yearsfrom the date he ceased to be a partner?

No

(b) Whether at any time during the last 10 years, anapplication or a petition under any law of anyjurisdiction was filed against an entity (not being apartnership) of which he was a director or anequivalent person or a key executive, at the timewhen he was a director or an equivalent person ora key executive of that entity or at any time within 2years from the date he ceased to be a director oran equivalent person or a key executive of thatentity, for the winding up or dissolution of that entityor, where that entity is the trustee of a businesstrust, that business trust, on the ground ofinsolvency?

No

(c) Whether there is any unsatisfied judgment againsthim?

No

(d) Whether he has ever been convicted of anyoffence, in Singapore or elsewhere, involving fraudor dishonesty which is punishable withimprisonment, or has been the subject of anycriminal proceedings (including any pendingcriminal proceedings of which he is aware) for suchpurpose?

No

(e) Whether he has ever been convicted of anyoffence, in Singapore or elsewhere, involving abreach of any law or regulatory requirement thatrelates to the securities or futures industry inSingapore or elsewhere, or has been the subject ofany criminal proceedings (including any pendingcriminal proceedings of which he is aware) for suchbreach?

No

(f) Whether at any time during the last 10 years,judgment has been entered against him in any civilproceedings in Singapore or elsewhere involving abreach of any law or regulatory requirement thatrelates to the securities or futures industry inSingapore or elsewhere, or a finding of fraud,misrepresentation or dishonesty on his part, or hehas been the subject of any civil proceedings(including any pending civil proceedings of whichhe is aware) involving an allegation of fraud,misrepresentation or dishonesty on his part?

No

(g) Whether he has ever been convicted in Singaporeor elsewhere of any offence in connection with theformation or management of any entity or businesstrust?

No


IV-3

(h) Whether he has ever been disqualified from actingas a director or an equivalent person of any entity(including the trustee of a business trust), or fromtaking part directly or indirectly in the managementof any entity or business trust?

No

(i) Whether he has ever been the subject of any order,judgment or ruling of any court, tribunal orgovernmental body, permanently or temporarilyenjoining him from engaging in any type ofbusiness practice or activity?

No

(j) Whether he has ever, to his knowledge, beenconcerned with the management or conduct, inSingapore or elsewhere, of the affairs of :

(i) any corporation which has been investigatedfor a breach of any law or regulatoryrequirement governing corporations inSingapore or elsewhere; or

No

(ii) any entity (not being a corporation) which hasbeen investigated for a breach of any law orregulatory requirement governing such entitiesin Singapore or elsewhere; or

No

(iii) any business trust which has beeninvestigated for a breach of any law orregulatory requirement governing businesstrusts in Singapore or elsewhere; or

No

(iv) any entity or business trust which has beeninvestigated for a breach of any law orregulatory requirement that relates to thesecurities or futures industry in Singapore orelsewhere,

No

in connection with any matter occurring or arisingduring that period when he was so concerned withthe entity or business trust?

(k) Whether he has been the subject of any current orpast investigation or disciplinary proceedings, orhas been reprimanded or issued any warning, bythe Monetary Authority of Singapore or any otherregulatory authority, exchange, professional bodyor government agency, whether in Singapore orelsewhere?

No

Any prior experience as a director of a listed company?If yes, please provide details of prior experience. If no,please provide details of any training undertaken in theroles and responsibilities of a director of a listedcompany.

No.

Dr Ong will be attending Listed Entity DirectorModules as prescribed by the SGX-ST assoon as she can, but no later than 1 year fromthe date of her appointment as a Director ofthe Company.

APPENDIX V – IFA LETTER

V-1

APPENDIX V – IFA LETT ER

V V

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KV\Z 2 d[ 16




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APPENDIX VI – SALIENT TERMS OF THE SHA

VI-1

APPENDIX VI – SALIENT TERMS OF T HE SHA

VI VI

1. THE SALIENT TERMS OF THE SHA

1.1 The salient terms of the SHA are as follows:

1.1.1 Board Composition: The Target Board shall comprise of five (5) Target Directors. The Companyshall have the right to appoint two (2) Aoxin Target Directors to the Target Board and Q & M shallhave the right to appoint three (3) Q & M Target Directors to the Target Board. For as long as DrOng Siew Hwa holds such number of shares in the capital of the Company which represents notless than 5% of the share capital of the Company, Dr Ong Siew Hwa shall continue to sit on theboard of Aoxin as one of the Aoxin Target Directors.

1.1.2 Board Meetings: The quorum for all meetings of the Target Board shall be any two (2) TargetDirectors, including one Q & M Target Director and one Aoxin Target Director. The Chairman of theTarget Board, who shall be a Q&M Target Director, shall preside at all meetings of the TargetDirectors, in person or by an alternate. The Chairman of the Target Board shall not be entitled to asecond or casting at any meeting of the Target Board or at any general meeting of the Target.

1.1.3 Board Approval: All resolutions of the Target Directors (i) at a meeting or adjourned meeting of theTarget Directors shall be passed by a simple majority vote of the Target Directors present or (ii) aresolution in writing of the Target Directors signed by a simple majority of the Target Directors forthe time being or their alternates, save for the Target Board Reserved Matters (as defined below).

1.1.4 General Meetings: The quorum for general meetings of the Target Shareholders shall be theCompany and Q & M, for so long as they remain a Target Shareholder.

1.1.5 Shareholders’ Approval: All shareholders’ resolutions of the Target shall be decided by a simplemajority of votes cast by the Target Shareholders who are present and voting, unless a largermajority is expressly required by the Companies Act and save for the Target Shareholders’Reserved Matters (as defined below). A resolution put to the vote at any general meeting of theTarget Shareholders shall be decided by a poll only of persons present and entitled to vote.

1.1.6 Reserved Matters: There are reserved matter provisions which provides that no action shall betaken or resolution passed by the Target, save with the prior written consent of (i) one Aoxin TargetDirector and one Q & M Target Director (the “Target Board Reserved Matters”) or (ii) theCompany and Q & M (as the case may be) (the “Target Shareholders’ Reserved Matters”):

The Target Board Reserved Matters include the following:

The creation of any mortgage, charge or other encumbrance over any member of the TargetGroup's property and assets (including intellectual property rights), outside of the ordinarycourse business of the Target Group.

Any member of the Target Group entering into, or varying, or waiving any breach of, ordischarge of any liability under, or terminating, any contract or arrangement (whether legallybinding or not) with any of its related corporations.

Any disposal or the acquisition of, or investment in, any undertaking, assets (including,without limitation, intellectual property rights and any interest in any land or real property) orshares or other equity interests by any member of the Target Group.

The provision of any credit, or the making of any loan (including any loans to anyshareholder) or advance to, or for, any person, company or body (other than a member ofthe Target Group), other than by way of deposit of moneys with a bank or other financialinstitution, outside of the ordinary course business of the Target Group.

The exercise of any member of the Target Group's powers to provide guarantees orindemnities.


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The establishment of any branch or representative office of any member of the TargetGroup, or the entry by any member of the Target Group into any partnership or joint ventureor co-operation agreement with any other party, outside of the ordinary course of business ofthe Target Group.

The adoption of, or any significant change in, the accounting policies of any member of theTarget Group, other than as required by law or accounting policies generally accepted inSingapore from time to time.

The Target Shareholders’ Reserved Matters include the following:

Any change in the nature and/or scope of the business of any member of the Target Group;

The dissolution, liquidation, or winding-up of any member of the Target Group;

Any amendment to the constitution of any member of the Target Group;

Any increase in the share capital of any member of the Target Group or the issue or grant ofany option over the unissued share capital of any member of the Target Group or the issueof any new class of shares in the capital of any member of the Target Group or the issuing ofany convertible securities by any member of the Target Group;

Any repurchase, cancellation or redemption of any member of the Target Group's sharecapital or any reduction, consolidation, subdivision or reclassification or other alteration of itscapital structure;

Any amalgamation or reconstruction of any member of the Target Group, or any merger ofany member of the Target Group with any corporation, firm or other body; and

Any public offering or listing or quotation of the shares or other equity of any member of theTarget Group on any stock exchange.

1.1.7 Share Transfer Restrictions: The transfer of Target Shares is subject to the following share transferrestrictions:

Right of First Refusal: In the event that either Target Shareholder desires to transfer any ofits Target Shares or any interest therein, the other Target Shareholder shall be entitled to aright of first refusal to acquire any such Target Shares proposed to be transferred;

Tag-Along Right: Please refer to Section 7.2 of the Circular for the summary of the terms ofthe tag-along right under the SHA.

1.1.8 Drag-Along Right: Please refer to Section 7.1 of the Circular for the summary of terms of thedrag-along right under the SHA.

1.1.9 Deadlock Break: Upon the occurrence of the following deadlock events (the “Deadlock”), theTarget Board shall immediately refer the matter to a director representing the board of each of theTarget Shareholders with the authority to negotiate and settle the matter, for negotiation in goodfaith with a view to the resolution of such matter, failing which the Deadlock shall be resolvedthrough mediation or failing which arbitration:

a matter requiring the approval of the Target Board has been considered by a meeting oradjourned meeting of the Target Board and no resolution has been carried at such meetingsmerely reason of the failure by any one Target Director to vote in favour of such resolutionafter at least two (2) successive attempts; and

a matter requiring the approval of the Target Shareholders has been considered by ameeting or adjourned meeting of the Target Shareholders and no resolution has been


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carried at such meetings in relation to the matter by reason of the failure by any one TargetShareholder to vote in favour of such resolution after at least two (2) successive attempts;

and, in each case, the requisite approval cannot be obtained from the Target Board or TargetShareholders (as the case may be) after a period of sixty (60) days of such matter being firstconsidered by the Target Board or the Target Shareholders and negotiated in good faith in anattempt to resolve such matter (as the case may be) and the absence of such approval results inthe Target Group being unable to continue its business in the manner contemplated under theSHA.

1.1.10 Event of Default: The SHA provides where a Target Shareholder (the “Defaulting TargetShareholder”) suffers any of the following event of default:

(i) it is in material breach of the terms of the SHA which, if capable of cure, has not beenremedied to the reasonable satisfaction of the Target and the other Target Shareholder(s)within 15 Business Days; or

(ii) it suffers an Insolvency Event (as defined below),

the Target and non-defaulting Target Shareholder (the “Non-Defaulting Target Shareholder”)shall be entitled to certain rights and remedies, including, in particular: the right to:

(i) suspend all or any of such Defaulting Target Shareholder’s rights under the SHA or theConstitution of the Target (including the Target Director appointment rights of the DefaultingTarget Shareholder);

(ii) require the Defaulting Target Shareholder to make good or rectify its default within the timeperiod determined at the absolute discretion of the Non-Defaulting Target Shareholder;

(iii) require the voluntary winding-up of the Target in which event all the Target Shareholdersshall take such steps as are necessary to procure and ensure the winding up of the Target;and/or

(iv) pursue any other remedy as it deems necessary and/or advisable.

1.1.11 Funding: the finance for the business of the Target Group shall be provided by the followingfinancing means in the following order of preference:

(most preferred) by way of loans and other credit facilities from bank, financial institutions orother third parties on such terms as the Target Board may agree;

by way of the allotment and issuance of further Target Shares by the Target to the TargetShareholders on a pro rata basis by reference to their respective shareholding percentagesin the Target; and

(least preferred) subject to compliance with the Catalist Rules and the Mainboard Rules, byway of shareholders’ loans to be provided by Target Shareholders to a member of theTarget Group on such terms as the Target Board may agree, provided that such terms shallbe identical for each Target Shareholder (the “Shareholders’ Loan”) and the quantum ofthe principal amount of such shareholders’ loans to be provided by each Target Shareholdershall be on a pro rata basis by reference to their respective shareholding percentages in theTarget.

In the event that any furnishing of bonds, undertakings, guarantees or any other securities(collectively, the “Undertakings”) are provided by the Target Shareholders to any third party orparties in connection with any credit or banking facilities granted to the Target, such Undertakingsshall be provided by each Target Shareholder on a several basis, on a pro rata basis by referenceto its respective shareholding percentages in the Target.


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1.1.12 Insurance: The Target shall procure and maintain in full force and effect the following insurancepolicies:

for so long as Dr Ong Siew Hwa shall be employed by any member of the Target Group, thekeyperson insurance on the life of Dr Ong Siew Hwa for the benefit of the Target Group; and

such insurances against accident, physical loss or damage, third party liability (includingproduct liability), environmental liability (to the extent that insurance is reasonably available),and other risks normally covered by insurance by such companies,

in each case, on terms satisfactory to the Company and Q & M.

1.1.13 Definitions: Under the SHA, “Insolvency Event” means an event where:

in relation to an entity:

(a) an order is made or an effective resolution is passed for the winding up, liquidation ordissolution without winding up (otherwise than for the purposes of a solventreconstruction or amalgamation) of the entity;

(b) a receiver, receiver and manager, judicial manager, liquidator, administrator or likeofficial is appointed over the whole or substantially the whole of the undertaking orproperty of the entity;

(c) the holder of an Encumbrance takes possession of the whole or substantially thewhole of the undertaking or property of the entity;

(d) the entity proposes or takes any steps to implement a scheme, arrangement,assignment or other compromise with its creditors, any class of its creditors or for thebenefit of its creditors or any class of them;

(e) the entity is declared or taken under applicable Law to be insolvent or the entity’sboard of directors resolves that it is insolvent;

(f) the entity has stopped or suspended, or threatened to stop or suspend, payment of allor a class of its debts which are due;

any indebtedness of the person is subject to a moratorium;

a trustee has been appointed to take control of the property of the person in connection witha proposal to enter into a personal insolvency agreement;

an order has been made or an application to court has been made for bankruptcy of theperson or an event occurs which gives any other person a right to seek such an order ormake such an application;

a security interest becomes enforceable or is enforced over, or a writ of execution, garnisheeorder, mareva injunction or similar order has been issued over or is affecting, all or asubstantial part of the assets of the person;

in relation to a trust, all or substantially all of the assets of the trust becomes vested in thebeneficiaries;

in relation to a natural person:

(a) such natural person authorises a registered trustee or advocate or solicitor to call for ameeting of his creditors or proposes to implement a scheme, arrangement,assignment or other compromise with its creditors, any class of its creditors or for the


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benefit of its creditors or any class of them or enters into a deed of assignment orcomposition with any of his creditors;

(b) any third party holding a security interest in any of such natural person’s assets entersinto possession of or takes control of any of such assets; or

(c) such natural person commits an act of bankruptcy, including but not limited to, havinga bankruptcy order made against him, acts of applying or obtaining an order forvoluntary arrangement, or being placed under a debt repayment scheme; and

anything analogous with any of the above.

NOTICE OF EXTRAORDINARY GENERAL MEETING

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AOXIN Q & M DENTAL GROUP LIMITED(Company Registration No. 201110784M)

(Incorporated in the Republic of Singapore)NOTICE OF EXTRAORD INARY GENERAL MEETIN G

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Unless otherwise defined, all capitalised terms used herein shall bear the same meanings as used in thecircular dated 14 October 2021 issued by the Company (“Circular”).

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (“EGM”) of Aoxin Q & M GroupLimited (“Company”) will be held by way of electronic means on Friday, 29 October 2021 at 2.00 p.m. forthe purpose of considering, and, if thought fit, passing with or without any modifications, the followingOrdinary Resolutions:

This Notice of EGM has been made available on SGXNet athttps://www.sgx.com/securities/company-announcements and the Company’s website athttp://www.aoxinqm.com.sg. In view of the COVID-19 (Temporary Measures) (AlternativeArrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, UnitTrusts and Debenture Holders) Order 2020, a printed copy of this Notice of EGM will NOT bedespatched to Shareholders.

Shareholders should note that the passing of all Ordinary Resolutions set out in this Notice of EGMare inter-conditional. For the avoidance of doubt, this means that if any of the Ordinary Resolutionsset out in this Notice of EGM is not approved, the other Ordinary Resolutions would not be carried.

ORDINARY RESOLUTION 1:

THE PROPOSED ACQUISITION OF 49% OF THE ISSUED AND PAID-UP SHARE CAPITAL OFACUMEN DIAGNOSTICS PTE. LTD. AS AN INTERESTED PERSON TRANSACTION

THAT subject to and contingent upon the passing of Ordinary Resolutions 2, 3, 4, and 5 being approved:

1. the Proposed Acquisition be and is hereby approved and that authority be and is hereby granted tothe Directors to carry out and implement the Proposed Acquisition on the terms and subject to theconditions set out in the SPD, and any other transactions and/or ancillary documents contemplatedunder the SPD; and

2. the Directors and each of them be and are hereby authorised to complete, enter and do all acts andthings (including without limitation, prepare and finalise, approve, sign, execute and deliver all suchdocuments or agreements as may be required) and do all deeds and things as they may considernecessary, desirable, incidental or expedient for the purposes of or to give effect to this OrdinaryResolution 1 and implement any of the foregoing as they think fit and in the interests of theCompany.

ORDINARY RESOLUTION 2

THE PROPOSED ENTRY INTO THE SHAREHOLDERS’ AGREEMENT WITH Q & M DENTAL GROUP(SINGAPORE) LIMITED AS AN INTERESTED PERSON TRANSACTION

THAT subject to and contingent upon the passing of Ordinary Resolutions 1, 3, 4 and 5 being approved:

(a) the Proposed Joint Venture be and is hereby approved and that authority be and is hereby grantedto the Directors to carry out and implement the Proposed Joint Venture on the terms and subject tothe conditions set out in the SHA to be executed by the Company, and any other transactions and/orancillary documents contemplated under the SHA;

(b) the Drag-Along Right under the SHA, pursuant to which Q & M has the right to require the otherTarget Shareholders (including the Company) to transfer its Target Shares on terms and conditions(including price) which are no less favourable to such Target Shareholders than those offered to Q &M, be and is hereby approved and confirmed;


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(c) the Tag-Along Right under the SHA, pursuant to which the Company has the right to sell its TargetShares to a Tag-Along Purchaser in the event that a Tag-Along Purchaser offers to purchase theTarget Shares held by the other Target Shareholders, be and is hereby approved and confirmed;and

(d) the Directors and each of them be and are hereby authorised to complete, enter and do all acts andthings (including without limitation, prepare and finalise, approve, sign, execute and deliver all suchdocuments or agreements as may be required) and do all deeds and things as they may considernecessary, desirable, incidental or expedient for the purposes of or to give effect to this OrdinaryResolution 2 and implement any of the foregoing as they think fit and in the interests of theCompany.


THE PROPOSED ISSUE OF CONSIDERATION SHARES TO THE SELLERS AND THE TRANSFER OFCONTROLLING INTEREST IN THE COMPANY TO DR ONG SIEW HWA ARISING FROM THEPROPOSED ACQUISITION


(a) the approval be and is hereby granted for the Company to allot and issue the Consideration Sharesto the Sellers on and subject to the terms of the SPD, the issuance of such Consideration Sharesconstituting a transfer of Controlling Interest in the Company to Dr Ong Siew Hwa pursuant to Rule803 of the Catalist Rules; and

(b) the Directors or any of them be and are hereby authorised to complete and do all acts and things(including without limitation to execute all such documents and to approve any amendments,alternation or modification to any documents) as the Directors or any of them deem desirable,necessary or expedient to give effect to the matters contemplated by this Ordinary Resolution 3 asthey or any of them may in their absolute discretion deem fit in the interests of the Group.


THE PROPOSED APPOINTMENT OF DR ONG SIEW HWA AS AN EXECUTIVE DIRECTOR OF THECOMPANY

THAT subject to and contingent upon the passing of Ordinary Resolutions 1, 2, 3 and 5 being approved, DrOng Siew Hwa be and is appointed as an Executive Director of the Company with effect from theCompletion Date.


THE PROPOSED DIVERSIFICATION OF THE GROUP’S BUSINESS TO INCLUDE MEDICALDIAGNOSTICS BUSINESS


(a) the approval be and is hereby given for the diversification of the business of the Group to include theMedical Diagnostics Business.

(b) the Group be and is hereby authorised to invest in, purchase or otherwise acquire or dispose of, fromtime to time any such assets, investments and shares/interests in any entity that is in the MedicalDiagnostics Business on such terms and conditions as the Directors deem fit, and such Directors beand are hereby authorised to take such steps and exercise such discretion and do all acts or thingsas they deem desirable, necessary or expedient or give effect to any such investment, purchase,acquisition or disposal; and


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(c) the Directors or any of them be and are hereby authorised to complete and do all acts and things(including without limitation to execute all such documents and to approve any amendments,alteration or modification to any documents) as the Directors or any of them deem desirable,necessary or expedient to give effect to the matters contemplated by this Ordinary Resolution 5 asthey or any of them may in their absolute discretion deem fit in the interests of the Company.

By Order of the Board

Dr Shao YongxinExecutive Director and Group Chief Executive OfficerSingapore, 14 October 2021

IMPORTANT NOTES:

In light of the COVID-19 restriction orders in Singapore, the EGM is being convened, and will be held, by electronicmeans pursuant to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies,Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020. The Company isarranging for a live webcast and live audio feed of the EGM proceedings (the “Live EGM Webcast” or “Live EGMAudio Feed”) which will take place on Friday, 29 October 2021 at 2.00 p.m. in place of the physical EGM. Memberswill be able to watch or listen to the EGM proceedings through the Live EGM Webcast or the Live EGM AudioFeed, and the Company will not accept any physical attendance by members. Any member seeking to attendthe EGM physically in person will be turned away.

Printed copies of the Notice of EGM, Circular, appendices and proxy form will not be sent to members. Instead,these documents will be made available on SGXNet athttp://www.sgx.com/securities/company-announcements and the Company’s website athttp://www.aoxinqm.com.sg.

Members will be able to participate in the EGM in following manner set out in the paragraphs below.

Live EGM Webcast and Live EGM Audio Feed:

(1) Members may watch or listen to the EGM proceedings through the Live EGM Webcast or the Live EGM AudioFeed. To do so, members will need to pre-register at http://aoxinegm.availeasemgdwebinar.com (the“Registration Link”) by 2.00 p.m. on 26 October 2021 (the “Registration Deadline”) to enable the Company toverify their status.

(2) Following verification, authenticated members will receive an email by 4.00 p.m. on 27 October 2021 containinga link to access the Live EGM Webcast of the EGM proceedings to access the Live EGM Audio Feed of theEGM proceedings, according to their preferred mode of accessing the EGM proceeding selected during thepre-registration process.

(3) Members must not forward the abovementioned link to other persons who are not members of the Companyand who are not entitled to attend the EGM. This is also to avoid any technical disruptions or overload to theLive EGM Webcast or the Live EGM Audio Feed.

(4) Members who have registered by the Registration Deadline but did not receive an email response by 4.00 p.m.on 27 October 2021 should contact the Company by email at [email protected].

Submission of Proxy Forms to Vote:

Members will not be able to vote online or through the Live EGM Webcast or the Live EGM Audio Feedon the resolutions to be tabled for approval at the EGM. Members who wish to exercise their votes mustsubmit a proxy form to appoint the Chairman of the EGM to cast votes on their behalf.

Members (whether individual or corporate) appointing the Chairman of the EGM as proxy must give specificinstructions as to his manner of voting, or abstentions from voting, in the proxy form, failing which theappointment will be treated as invalid.

The Chairman of the EGM, as proxy, need not be a member of the Company.

The proxy form, duly completed and signed, must be submitted by:


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(i) mail to the Company’s share registrar, Tricor Barbinder Share Registration Services at 80 RobinsonRoad, #11-02, Singapore 068898; or

(ii) email to [email protected],

in either case, by no later than 2.00 p.m. on 26 October 2021, being 72 hours before the time fixed for the EGM.Any incomplete/improperly completed proxy form (including proxy form which is not appointing “Chairman ofthe Meeting” as proxy) will be rejected by the Company.

Members are strongly encouraged to submit completed proxy forms electronically via email in view ofthe current COVID-19 situation.

Investors who hold shares through relevant intermediaries as defined in Section 181 of the Companies Act,including investors under the Supplementary Retirement Scheme (“SRS Investors”), who wish to exercise theirvotes by appointing the Chairman of the EGM as proxy should approach their SRS Operators to submit theirvoting instructions at least 7 working days before the EGM (i.e. by 2.00 p.m. on 19 October 2021) in order toallow sufficient time for their respective relevant intermediaries to in turn submit a proxy form to appoint theChairman of the EGM to vote on their behalf by 2.00 p.m. on 26 October 2021.

Submission of Questions in Advance:

1. Please note that members will not be able to ask questions at the EGM during the Live EGM Webcast orthe Live EGM Audio Feed, and therefore it is important for members to pre-register their participation inorder to be able to submit their questions in advance of the EGM.

2. Members may submit questions relating to the items on the agenda of the EGM by 2.00 p.m. on 21 October2021, via email to [email protected]. For verification purposes, a shareholder who wishes to submit theirquestions by email is required to indicate their full name (for individuals)/company name (for corporates),NRIC/Passport No./Company Registration number, email address, contact number, shareholding type andnumber of shares held together with their submission of questions, to the email provided.

3. The Company will endeavour to address the substantial and relevant questions before or during the EGM. Theresponses to questions from members will be posted on the SGXNet and the Company’s website soonestpossible before the EGM, or if answered during the EGM, to be included in the minutes of the EGM which willbe published on the SGXNet and the Company’s website within 1 month after the date of the EGM.

Investors who hold Shares through Relevant Intermediaries (as defined in Section 181 of the Companies Act):

Such investors (including SRS Investors) who wish to participate in the EGM by:

I observing or listening to the EGM proceedings contemporaneously via the Live EGM Webcast or the Live EGMAudio Feed;

II submitting questions in advance of the EGM; and/or

III voting by appointing the Chairman of the EGM as proxy at the EGM,

should contact the relevant intermediary through which they hold such Shares as soon as possible in order for thenecessary arrangements to be made for their participation in the EGM.

A depositor shall not be regarded as a member of the Company entitled to attend and vote at the EGM unless his/hername appears on the Depository Register not less than 72 hours before the time of the EGM.

IMPORTANT REMINDER: Members should also note that the Company may be required to make furtherchanges to its EGM arrangements at short notice as the COVID-19 situation evolves, and members shouldkeep abreast of the Company’s announcements that may be made from time to time on SGXNet.

The Company wishes to thank all members for their patience and co-operation in enabling the Company to hold theEGM with the optimum safe distancing measures amidst the current COVID-19 pandemic.

Personal data privacy:


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By (i) submitting an instrument appointing a proxy(ies) and/or representative(s) to attend and vote at the EGM and/orany adjournment thereof or (ii) submitting details for the registration to observe the proceedings of the EGM via theLive EGM Webcast or the Live EGM Audio Feed, or (iii) submitting any question prior to the EGM in accordance withthis notice, a member of the Company consents to the collection, use and disclosure of the member’s personal dataand/or its representative’s by the Company (or its agents or service providers) for the following purposes:

a. processing and administration by the Company (or its agents or service providers) of the appointment of theChairman of the EGM as proxy for the EGM (including any adjournment thereof) and the preparation andcompilation of the attendance lists, minutes and other documents relating to the EGM (including anyadjournment thereof);

b. processing of the registration for purpose of granting access to members (or their corporate representatives inthe case of members which are legal entities) to observe the proceedings of the EGM and providing them withany technical assistance where necessary;

c. addressing relevant and substantial questions from members received before the EGM and if necessary,following up with the relevant members in relation to such questions; and

d. enabling the Company (or its agents or service providers) to comply with any applicable laws, listing rules,take-over rules, regulations and/or guidelines by the relevant authorities.

The member’s personal data and/or its representative’s personal data may be disclosed or transferred by theCompany to its subsidiaries, its share registrar and/or other agents or bodies for any of the abovementioned purposes,and retained for such period as may be necessary for the Company’s verification and record purposes.

This notice has been reviewed by the Company’s sponsor, SAC Capital Private Limited (“Sponsor”).

This notice has not been examined or approved by the Singapore Exchange Securities Trading Limited (“SGX-ST”)and the SGX-ST assumes no responsibility for the contents of this notice, including the correctness of any of thestatements or opinions made, or reports contained in this notice.

The contact person for the Sponsor is Ms Lee Khai Yinn (Telephone: (65) 6232 3210) at 1 Robinson Road, #21-00 AIATower, Singapore 048542.

PROXY FORM

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AOXIN Q & M DENTAL GROUPLIMITED(Company Registration No. 201110784M)(Incorporated in the Republic of Singapore)

IMPORTANT:

1.The Extraordinary General Meeting (“EGM” or “Meeting”) is being convened, andwill be held by way of electronic means pursuant to the COVID-19 (TemporaryMeasures) (Alternative Arrangements for Meetings for Companies, VariableCapital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order2020. Alternative arrangements relating to, among others, attendance viaelectronic means, submission of questions in advance and/or voting by proxy atthe EGM are set out in the Notice of EGM dated 14 October 2021 which has beenuploaded on SGXNet and the Company’s website on the same day.

2.A member will not be able to attend the EGM in person. If a member (whetherindividual or corporate) wishes to exercise his/her/its voting rights at the EGM,he/she/it must appoint the Chairman of the Meeting as his/her/its proxy to vote onhis/her/its behalf at the EGM. In appointing the Chairman of the Meeting as proxy,a member (whether individual or corporate) must give specific instructions as tovoting, or abstentions from voting, in the form of proxy, failing which theappointment of Chairman of the EGM as proxy for that resolution will be treated asinvalid.

3.This proxy form is not valid for use by investors holdings shares in the Companythrough relevant intermediaries (as defined in Section 181 of the Companies Act(Chapter 50 of Singapore)) (“Investor”) (including investors holdings throughSupplementary Retirement Scheme (“SRS”) (“SRS Investors”) and shall beineffective for all intents and purposes if used or purported to be used by them. AnInvestor who wishes to vote should instead approach his/her relevantintermediary as soon as possible to specify voting instructions. A SRS Investorswho wishes to vote should approach his/her SRS Operator by 2.00 p.m. on 19October 2021, being 7 working days before the date of EGM to submit his/hervoting instructions.

4.By submitting an instrument appointing the Chairman of the Meeting as proxy, themember accepts and agrees to the personal data privacy terms set out in theNotice of EGM dated 14 October 2021.

5.Please read the notes overleaf which contain instructions on, inter alia, theappointment of the Chairman of the Meeting as a member’s proxy to vote onhis/her/its behalf at the EGM.

PROXY FORMEXTRAORDINARY GENERAL MEETING

PROXY FORMP P

This form of proxy has been made available on SGXNet and the Company’s website and may be assessed at the URLshttp://www.sgx.com/securities/company-announcements and http://www.aoxinqm.com.sg. A printed copy of this proxy form will not be despatchedto members.

*I/We (Name)

*NRIC/Passport No./Co. Registration No.

of (Address)

being a *member/members of the Company, hereby appoint the Chairman of the Meeting, as *my/our *proxy to attend and vote for*me/us on *my/our behalf at the EGM of the Company to be held at by way of electronic means via live webcast and live audio feed on29 October 2021, at 2.00 p.m. and at any adjournment thereof.

* Please delete as appropriate.

(Voting will be conducted by poll. If you wish the Chairman of the Meeting as your proxy to exercise all your votes“For”or“Against”

the relevant resolution, please tick [#] within the relevant box provided. Alternatively, please indicate the number of votes “For” or“Against” each resolution. If you wish the Chairman of the Meeting as your proxy to abstain from voting on a resolution, pleaseindicate with a !#" in the “Abstain” box. Alternatively, please indicate the number of shares that the Chairman of the Meeting asyour proxy is directed to abstain from voting. In the absence of specific directions, the appointment of the Chairman of theMeeting as your proxy will be treated as invalid.)

No. Resolutions For Against Abstain

ORDINARY BUSINESS

1. To approve the Proposed Acquisition

2. To approve the Proposed Joint Venture

3. To approve the Proposed Issue and the Transfer of Controlling Interest

4. To approve the Proposed Appointment of Executive Director

5. To approve the Proposed Diversification

PROXY FORM

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Dated this day of 2021

Total No. of Shares in No. of SharesCDP RegisterRegister of Members

Signature(s) of Member(s) or Common Seal of Corporate Member

IMPORTANT: Please Read Notes for this Proxy Form

NOTES:

1) Please insert the total number of shares held by you. If you have shares entered against your name in the DepositoryRegister (maintained by The Central Depository (Pte) Limited), you should insert that number of shares. If you have sharesregistered in your name in the Register of Members (maintained by or on behalf of the Company), you should insert thatnumber of shares. If you have shares entered against your name in the Depository Register and shares registered in yourname in the Register of Members, you should insert the aggregate number of shares entered against your name in theDepository Register and registered in your name in the Register of Members. If no number is inserted, the instrumentappointing the Chairman of the EGM as proxy shall be deemed to relate to all the shares held by you.

2) Members will not be able to vote online or through the live webcast or the live audio feed on the resolutions to be tabled forapproval at the EGM. Members who wish to exercise their votes must submit a proxy form to appoint the Chairman of the EGMto cast votes on their behalf. Members (whether individual or corporate) appointing the Chairman of the EGM as proxy mustgive specific instructions as to his manner of voting, or abstentions from voting, in the proxy form, failing which the appointmentwill be treated as invalid.

3) The Chairman of the EGM, as proxy, need not be a member of the Company.

4) The instrument appointing the Chairman of the EGM as proxy must be under the hand of the appointer or of his attorney dulyauthorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executedeither under its common seal or under the hand of its attorney or a duly authorised officer.

5) Where an instrument appointing the Chairman of the EGM as proxy is signed and authorised on behalf of the appointer by anattorney, the letter or power of attorney or a duly certified copy thereof must (failing previous registration with the Company)be lodged with the instrument, failing which the instrument may be treated as invalid.

6) The instrument appointing the Chairman of the EGM as proxy must be deposited at the office of the Company’s ShareRegistrar, Tricor Barbinder Share Registration Services at 80 Robinson Road, #11-02, Singapore 068898, or emailed to:[email protected], not less than 72 hours before the time appointed for holding the EGM.

A member who wishes to submit an instrument of proxy must first download, complete and sign the proxy form, beforesubmitting it by post to the address provided above, or scanning and sending it by email to the email address provided above.

Members are strongly encouraged to submit completed proxy forms electronically via email in view of the currentCOVID-19 situation.

7) The Company shall be entitled to reject an instrument appointing the Chairman of the EGM as proxy if it is incomplete,improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of theappointor specified in this instrument appointing the Chairman of the EGM as proxy. In addition, in the case of the members ofthe Company whose shares are entered against their names in the Depository Register, the Company may reject aninstrument appointing the Chairman of the EGM as proxy lodged if such members are not shown to have shares enteredagainst their names in the Depository Register as at 72 hours before the time appointed for holding the EGM, as certified byThe Central Depository (Pte) Limited to the Company.

Personal data privacy:

By submitting an instrument appointing a proxy(ies) and/or representative(s), the member is deemed to have accepted and agreed tothe personal data privacy terms set out in the Notice of EGM of the Company.

XANDAR CAPITAL PTE. LTD.

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Transcript of XANDAR CAPITAL PTE. LTD.