ISEC Healthcare : Addendum to the Annual Report 2020

ADDENDUM DATED 6 APRIL 2021

THIS ADDENDUM TO THE ANNUAL REPORT 2020 IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY.

If you are in any doubt as to the contents herein or as to the course of action you should take, you should consult your legal, financial, tax or other independent adviser immediately.

This Addendum is circulated to shareholders of ISEC Healthcare Ltd. (the "Company") together with the Company's Annual Report 2020. Its purpose is to explain to shareholders the rationale and provide information to the shareholders for the Proposed Renewal of the Share Buyback Mandate to be tabled at the Annual General Meeting to be held on 21 April 2021 at 10.00 a.m. by electronic means.

The Notice of Annual General Meeting and a Proxy Form are enclosed with the Annual Report 2020.

If you have sold or transferred all your ordinary shares in the capital of the Company, you should immediately forward the Annual Report 2020, this Addendum, the Notice of Annual General Meeting and the enclosed Proxy Form immediately to the purchaser or the transferee, or to the bank, stockbroker or agent through whom the sale or the transfer was effected for onward transmission to the purchaser or the transferee.

This Addendum has been reviewed by the Company's sponsor, PrimePartners Corporate Finance Pte. Ltd. (the "Sponsor"). It has not been examined or approved by the Singapore Exchange Securities Trading Limited (the "Exchange") and the Exchange assumes no responsibility for the contents of this Addendum, including the correctness of any of the statements or opinions made or reports contained in this Addendum.

The contact person for the Sponsor is Ms Gillian Goh, 16 Collyer Quay, #10-00 Income at Raffles, Singapore 049318 and [e-mail].

ISEC HEALTHCARE LTD.

(Company Registration Number: 201400185H)

(Incorporated in the Republic of Singapore)

ADDENDUM TO SHAREHOLDERS

IN RELATION TO

THE PROPOSED RENEWAL OF THE SHARE BUYBACK MANDATE

	TABLE OF CONTENTS
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
ADDENDUM TO SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
2.	THE RENEWAL OF SHARE BUYBACK MANDATE . . . . . . . . . . . . . . . . . . . . . . . . .	5

3. RATIONALE FOR THE PROPOSED RENEWAL OF THE SHARE BUYBACK

	MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
4.	AUTHORITY AND LIMITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
5.	SOURCES OF FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
6.	STATUS OF PURCHASED SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
7.	TREASURY SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
8.	REPORTING REQUIREMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
9.	FINANCIAL EFFECTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
10.	TAKE-OVER IMPLICATIONS ARISING FROM SHARE BUYBACK . . . . . . . . . . . . .	20
11.	LISTING STATUS OF SHARES ON THE SGX-ST . . . . . . . . . . . . . . . . . . . . . . . . . .	22
12.	SHARE BUYBACK IN THE PREVIOUS 12 MONTHS . . . . . . . . . . . . . . . . . . . . . . . .	23
13.	TAX IMPLICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
14.	INTERESTED PERSONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
15.	INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS . . . . . . . . . .	24
16.	DIRECTORS' RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25
17.	ACTIONS TO BE TAKEN BY SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . .	25
18.	DIRECTORS' RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26
19.	DOCUMENTS AVAILABLE FOR INSPECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	27

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DEFINITIONS

For the purpose of this Addendum, the following definitions apply throughout, unless the context otherwise requires:

2021 AGM	The annual general meeting of the Company to be convened and
	held by electronic means on 21 April 2021 at 10.00 a.m.
ACRA	The Accounting and Corporate Regulatory Authority of
	Singapore
Act	The Companies Act, Chapter 50 of Singapore, as amended or
	modified from time to time
Addendum	This Addendum dated 6 April 2021 circulated to the
	Shareholders together with the Annual Report 2020
AGM	The annual general meeting of the Company
Annual Report 2020	The annual report of the Company for the financial year ended
	31 December 2020
Associate	(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.
	(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
Board	The board of directors of the Company as at the date of this
	Addendum
Catalist	The sponsor-supervised listing platform of the SGX-ST
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

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	DEFINITIONS
Company	ISEC Healthcare Ltd.
Constitution	The constitution of the Company, as may be 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
Directors	The director(s) of the Company as at the date of this Addendum
Employee(s)	A confirmed full-time employee of the Group
EPS	Earnings per Share
Group	The Company and its subsidiaries
Latest Practicable Date	18 March 2021 being the latest practicable date prior to the
	printing of this Addendum
Market Day	A day on which the SGX-ST is open for trading in securities
Notice of AGM	The notice of 2021 AGM as set out on pages 106 to 116 of the
	Annual Report 2020
NTA	Net tangible assets
Relevant Period	The period as set out in Section 4.2 of this Addendum
SFA	The Securities and Futures Act (Chapter 289) of Singapore, as
	amended or modified from time to time
SGX-ST	Singapore Exchange Securities Trading Limited
Share Buyback Mandate	General and unconditional mandate given by the Shareholders
	to authorise the Directors to purchase or otherwise acquire, on
	behalf of the Company, Shares in accordance with the terms set
	out in this Addendum as well as the rules and regulations set
	forth in the Act and the Catalist Rules
Shares	Ordinary shares in the share capital of the Company
Shareholders	Registered holders of Shares except that where the registered
	holder is CDP, the term "Shareholders" in relation to Shares
	held by CDP shall mean the persons named as Depositors in the
	Depository Register maintained by CDP and whose securities
	accounts are credited with those Shares
SIC	The Securities Industry Council of Singapore

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	DEFINITIONS
Sponsor	PrimePartners Corporate Finance Pte. Ltd.
Take-over Code	The Singapore Code on Take-overs and Mergers, as amended
	or modified from time to time
Treasury Shares	Issued Shares which were (or are treated as having been)
	purchased by the Company in circumstances in which Section
	76H of the Act applies and have been held by the Company
	continuously since such Shares were so purchased
% or per cent	Per centum or percentage
S$ and cents	Singapore dollars and cents respectively

The terms "Depositor", "Depository Agent" and "Depository Register" shall have the meanings ascribed to them respectively in Section 81SF of the SFA or any statutory modification thereof, as the case may be.

The expressions "associated company", "subsidiary", "Controlling Shareholder", "Subsidiary Holdings" and "Substantial Shareholder" shall have the meaning ascribed to them respectively in the Act and the Catalist Rules.

Words importing the singular shall, where applicable, include the plural and VICE VERSA. Words importing the masculine gender shall, where applicable, include the feminine and neuter genders and VICE VERSA. References to persons, where applicable, shall include corporations.

Any reference to a date and/or time of day in this Addendum shall be a reference to Singapore time unless otherwise stated.

Any reference in this Addendum to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any term defined under the Act, SFA or Catalist Rules or any statutory or regulatory modification thereof and used in this Addendum shall, where applicable, have the meaning assigned to it under the Act, SFA or Catalist Rules or such statutory or regulatory modification thereof, as the case may be, unless otherwise provided.

Any discrepancies in the figures included herein between the listed amounts and totals thereof are due to rounding. Accordingly, figures shown as totals in this Addendum may not be an arithmetic aggregation of the figures that precede them.

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

Any reference to "we", "us" and "our" in this Addendum is a reference to the Group or any member of the Group as the context requires.

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