AsiaMedic : Annual Report Appendix A

APPENDIX A

This Appendix (as defined herein) is circulated to the Shareholders (as defined herein) of AsiaMedic Limited (the "Company") together with the Company's annual report for the financial year ended 31 December 2021. Its purpose is to explain to Shareholders the rationale and provide information relating to the Proposed Renewal of the Share Purchase Mandate (as defined herein) to be tabled at the Annual General Meeting ("AGM") to be held by electronic means on 29 April 2022 at 9.30 a.m.

The Notice of AGM and Proxy Form are enclosed with the Annual Report 2021 (as defined herein).

If you are in any doubt about the contents of this Appendix or the action you should take, you should consult your legal, financial, tax or other professional advisers immediately.

If you have sold or transferred all your shares in the capital of AsiaMedic Limited (the "Company") held through The Central Depository (Pte) Limited ("CDP"), you need not forward the Annual Report 2021 (and the accompanying appendices (including this Appendix), the Notice of AGM and the Proxy Form) to the purchaser or transferee as arrangements will be made by CDP for the Annual Report 2021 (and the accompanying appendices (including this Appendix), the Notice of AGM and the Proxy Form) to be sent to the purchaser or transferee. If you have sold or transferred all your ordinary shares in the Company represented by physical share certificate(s), you should forward the Annual Report 2021 (and the accompanying appendices (including this Appendix), the Notice of AGM and the Proxy Form) immediately to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

This Appendix has been prepared by the Company and its contents have been reviewed by the Company's sponsor, Xandar Capital Pte Ltd (the "Sponsor"), for compliance with the Listing Manual (Section B: Rules of Catalist) of the Singapore Exchange Securities Trading Limited (the "SGX-ST").

This Appendix has not been examined or approved by the SGX-ST. The SGX-ST assumes no responsibility for the contents of this Appendix including the correctness of any of the statements made, opinions expressed or reports contained in this Appendix.

The contact person for the Sponsor is Ms Pauline Sim (Registered Professional, Xandar Capital Pte Ltd) Address: 3 Shenton Way, #24-02 Shenton House, Singapore 068805, Telephone number: (65) 6319 495

(Incorporated in the Republic of Singapore on 29 August 1974)

(Company Registration Number 197401556E)

APPENDIX IN RELATION TO THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE

IMPORTANT DATES AND TIMES:

Last date and time for lodgement of Proxy Form	:	26 April 2022 at 9.30 a.m.
Date and time of Annual General Meeting	:	29 April 2022 at 9.30 a.m.

This page has been left intentionally blank.

CONTENTS

DEFINITIONS ......................................................................................................................................

APPENDIX A

PAGE

2

1.	INTRODUCTION .......................................................................................................................	5
2.	THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE ...............................	5
3.	DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS ....................................	19
4.	ABSTENTION FROM VOTING .................................................................................................	20
5.	INDEPENDENT DIRECTORS' RECOMMENDATION ..............................................................	20
6.	DIRECTORS' RESPONSIBILITY STATEMENT .......................................................................	20
7.	AGM ..........................................................................................................................................	21
8.	ACTION TO BE TAKEN BY SHAREHOLDERS .......................................................................	21
9.	DOCUMENTS AVAILABLE FOR INSPECTION ......................................................................	21
10.	COMPLIANCE WITH GOVERNING LAWS, REGULATIONS AND THE CONSTITUTION .....	21
1

DEFINITIONS

In this Appendix, unless otherwise stated or the context otherwise requires, the following words and expressions shall have the following meanings:

"ACRA"	:
"AGM"	:
"Annual Report 2021"	:
"Appendix"	:
"Associate"	:
"Average Closing Price"	:	Has the meaning ascribed to it in Section 2.3(d) of this Appendix
"Board" or "Board of Directors"	:	The board of directors of the Company as at the date of this
Appendix or from time to time, as the case may be
"Catalist Rules"	:	The SGX-ST Listing Manual Section B: Rules of Catalist, as
amended or modified from time to time
"CDP"	:	The Central Depository (Pte) Limited
"Company"	:	AsiaMedic Limited
"Companies Act"	:	The Companies Act 1967 of Singapore, as may be amended,
modified or supplemented from time to time
"Constitution"	:	The constitution of the Company, as amended or modified from
time to time
"control"	:	The capacity to dominate decision-making, directly or indirectly, in
relation to the financial and operating policies of a company
2

The Accounting and Corporate Regulatory Authority of Singapore

The annual general meeting of the Company to be held on 29 April 2022 at 9.30 a.m., notice of which is enclosed with the Annual Report 2021

The annual report of the Company for FY2021

This Appendix to Shareholders in respect of, inter alia, the Proposed Renewal of the Share Purchase Mandate

• (a) in relation to any Director, chief executive officer, Substantial Shareholder or Controlling Shareholder (being an individual) means:

  • (i) his immediate family;

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

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

• (b) in relation to a Substantial Shareholder or a Controlling Shareholder (being a company) means any other company which is its subsidiary or holding company or is a subsidiary of such holding company or one in the equity of which it and/or such other company or companies taken together (directly or indirectly) have an interest of 30% or more

DEFINITIONS

"Controlling Shareholder"	:
"Director"	:	A director of the Company as at the date of this Appendix or from
time to time, as the case may be
"EPS"	:	Earnings per Share
"FY2021"	:	The financial year ended 31 December 2021
"Group"	:	The Company and its subsidiaries collectively
"Latest Practicable Date"	:	24 March 2022, being the latest practicable date prior to the
printing of this Appendix
"LPS"	:	Loss per Share
"Market Day"	:	A day on which the SGX-ST is open for trading of securities
"Notice of AGM"	:	The notice of the annual general meeting as set out in the Annual
Report 2021
"NTA"	:	Net tangible assets
"Off-Market Purchase"	:	Has the meaning ascribed to it in Section 2.3(c)(ii) of this Appendix
"On-Market Purchase"	:	Has the meaning ascribed to it in Section 2.3(c)(i) of this Appendix
"Ordinary Resolution"	:	The ordinary resolution as set out in the Notice of AGM
"Other Exchange"	:	Has the meaning ascribed to it in Section 2.3(c)(i) of this Appendix
"Proposed Renewal of the	:	Has the meaning ascribed to it in Section 2.1 of this Appendix
Share Purchase Mandate"
"Proxy Form"	:	The proxy form in respect of the AGM as set out in the Annual
Report 2021
"Relevant Period"	:	Has the meaning ascribed to it in Section 2.3 of this Appendix
"Securities Accounts"	:	The securities accounts maintained by Depositors with CDP, but
not including the securities accounts maintained with a Depository
Agent
"SFA"	:	The Securities and Futures Act 2001 of Singapore, as may be
amended or modified from time to time
"SGX-ST"	:	Singapore Exchange Securities Trading Limited
3

A person who:

• (a) holds directly or indirectly 15% or more of the total voting

  rights in the Company. The SGX-ST may determine that a

  person who satisfies this paragraph is not a Controlling

  Shareholder; or

• (b) in fact exercises control over the Company