ISEC Healthcare : Letter to Shareholders - Appendix A - Relating to the Proposed Appointment of Mazars LLP as Auditors

APPENDIX A DATED 7 APRIL 2022

THIS APPENDIX 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 any action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, or any other professional adviser immediately.

Capitalised terms appearing but not defined on the cover of this Appendix bear the same meanings as ascribed to them in the section entitled "Definitions" of this Appendix.

This Appendix is circulated to the Shareholders of ISEC Healthcare Ltd. (the "Company") together with the annual report of the Company for the financial year ended 31 December 2021 ("Annual Report"). Its purpose is to provide Shareholders with the relevant information relating to the Proposed Appointment of Mazars (as defined in this Appendix) to be tabled at the annual general meeting of the Company (the "AGM") to be held via electronic means on 22 April 2022 at 3.00 p.m..

An ordinary resolution in respect of the Proposed Appointment of Mazars is included in the Notice of the AGM and the accompanying Proxy Form which are enclosed with the Annual Report.

If you have sold or transferred all your ordinary shares in the capital of the Company held through The Central Depository (Pte) Limited ("CDP"), you need not forward this Appendix to the purchaser or transferee as arrangements will be made by CDP for a separate Appendix to be sent to the purchaser or transferee. If you have sold or transferred all your ordinary shares in the capital of the Company represented by physical share certificate(s), you should immediately forward this Appendix with the Annual Report, the Notice of AGM and the accompanying Proxy Form 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.

In line with the Alternative Arrangements Order (as defined below), Shareholders will not be able to attend the AGM in person. Instead, alternative arrangements have been put in place to allow Shareholders to participate at the AGM by (a) watching the AGM proceedings via "live" audio-and-video webcast or listening to the AGM proceedings via "live" audio-only stream; (b) submitting questions in advance of the AGM; and/or (c) voting by appointing the Chairman of the AGM as proxy at the AGM. Please refer to the Notice of AGM dated 7 April 2022 for further information, including the steps to be taken by Shareholders to participate at the AGM. Printed copies of this Appendix, the Notice of AGM and the accompanying Proxy Form will NOT be sent to the members. Instead, this Appendix, the Notice of AGM and Proxy Form will be sent to the members solely by electronic means via publication on the Company's corporate website at the URLwww.isechealthcare.com and will also be available on the SGXNet (as defined below) at the URLhttps://www.sgx.com/securities/company-announcements.

This Appendix 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 document, including the correctness of any of the statements or opinions made or reports contained in this document.

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

ISEC HEALTHCARE LTD.

(Company Registration No. 201400185H) (Incorporated in the Republic of Singapore)

APPENDIX TO SHAREHOLDERS

IN RELATION TO

THE PROPOSED APPOINTMENT OF MAZARS LLP AS AUDITORS

Important Dates and Times:

Last date and time for lodgement of Proxy Form	:	20 April 2022 at 3.00 p.m. (Singapore Time)
Date and time of Annual General Meeting	:	22 April 2022 at 3.00 p.m. (Singapore Time)
Place of Annual General Meeting	:	By way of electronic means

In light of the current COVID-19 situation and the related safe-distancing orders and/or regulations put in place in Singapore, Shareholders will not be able to attend the Annual General Meeting in person.

Please refer to the Notice of AGM for further information, including the steps to be taken by Shareholders to participate and vote at the AGM.

TABLE OF CONTENTS

DEFINITIONS ........................................................... 1

LETTER TO SHAREHOLDERS ............................................. 4

1	INTRODUCTION ....................................................	4
2	THE PROPOSED APPOINTMENT OF MAZARS ............................	4
3	AUDIT COMMITTEE'S STATEMENT .....................................	7
4	DIRECTORS' RECOMMENDATIONS ....................................	7
5	DIRECTORS' RESPONSIBILITY STATEMENT .............................	7
6	ACTION TO BE TAKEN BY SHAREHOLDERS ............................	7
7	DOCUMENTS AVAILABLE FOR INSPECTION .............................	8
i

In this Appendix, the following definitions shall apply throughout unless the context otherwise requires:

"Accountants Act"

• : The Accountants Act 2004 of Singapore

  "Alternative Arrangements Order"

• : COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020

  "Annual Report"

• : The annual report of the Company for the financial year ended 31 December 2021

  "Appendix"

• : This appendix A to Shareholders dated 7 April 2022

  "Audit Committee"

• : The audit committee of the Company as at the date of this Appendix, comprising Mr. Chong Weng Hoe, Mr. Lim Wee Hann and Ms. Zhang Yongmei

  "ACRA"

• : The Accounting and Corporate Regulatory Authority of Singapore

  "AGM"

• : The annual general meeting of the Company to be convened and held via electronic means on 22 April 2022 at 3.00 p.m., notice of which is set out in the Notice of AGM

  "Board"

• : The board of directors of the Company as at the date of this Appendix

  "Catalist"

• : The Catalist of the SGX-ST, being the sponsor-supervised listing platform of the SGX-ST

  "Catalist Rules"

• : The Listing Manual of the SGX-ST, Section B: Rules of Catalist, as amended, modified or supplemented from time to time

  "CDP"

• : The Central Depository (Pte) Limited

  "Companies Act"

• : Companies Act 1967 of Singapore, as amended, modified or supplemented from time to time

  "Company"

• : ISEC Healthcare Ltd.

  "Directors"

• : The directors of the Company as at the date of this Appendix

  "Ernst & Young"

• : Ernst & Young LLP

  " FY"

• : The financial year ended or ending 31 December

"Group"

• : The Company and its subsidiaries

  "Mazars"

• : Mazars LLP

  "Notice of AGM"

• : The notice of AGM dated 7 April 2022 as set out on pages 122 to 129 of the Annual Report

  "Proposed Appointment of Mazars"

• : The proposed appointment of Mazars as auditors of the Company

  "Securities Account"

• : A securities account maintained by a Depositor with CDP but does not include a securities sub-account maintained with a Depository Agent

  "SFA"

• : The Securities and Futures Act 2001 of Singapore

  "SGXNet"

• : The SGXNet Corporate Announcement System, being a system network used by listed companies to send information and announcements to the SGX-ST or any other system networks prescribed by the SGX-ST

  "SGX-ST"

• : Singapore Exchange Securities Trading Limited

  "Shareholders"

• : Registered holders of Shares in the register of members of the Company except that where the registered holder is CDP, the term "Shareholders" shall, in relation to such Shares and where the context so admits, mean the Depositors whose Securities Accounts maintained with CDP are credited with Shares

  "Shares"

• : Ordinary shares in the capital of the Company (and each a "Share")

  "Sponsor"

• : PrimePartners Corporate Finance Pte. Ltd.

  "% " or " per cent ."

• : Percentage or per centum

The terms "subsidiary "," relevant intermediary", and "treasury shares" shall have the meaning ascribed to them respectively in the Companies Act.

The terms "Depositor "," Depository Agent "and" Depository Register" shall have the meanings ascribed to them respectively in Section 81SF of the SFA.

Words importing the singular shall, where applicable, include the plural and vice versa, and words importing the 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 Appendix to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word or term defined under the Companies Act, the SFA, the Catalist Rules or any modification thereof and used in this Appendix shall have the same meaning assigned to it thereunder, as the case may be, unless otherwise provided.

Any reference to a time of day in this Appendix is made by reference to Singapore time unless otherwise stated.

Any discrepancies in tables included herein (if any) between the amounts listed 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 preceded them.

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

Rajah & Tann Singapore LLP has been appointed as the legal adviser to the Company in relation to the Proposed Appointment of Mazars.