Medtecs International : SGM Circular

CIRCULAR DATED 6 SEPTEMBER 2022

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

IF YOU ARE IN ANY DOUBT AS TO THE COURSE OF ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT, TAX ADVISER OR OTHER INDEPENDENT PROFESSIONAL ADVISER IMMEDIATELY.

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

If you have sold or transferred all your shares in the capital of Medtecs International Corporation Limited (the "Company" and together with its subsidiaries, the "Group"), you should immediately inform the purchaser, transferee, bank, stockbroker or agent through whom the sale or transfer was effected for onward notification to the purchaser or transferee, that this Circular (together with the Notice of Special General Meeting and accompanying Proxy Forms) may be accessed at the Company's website at: http://www.medtecs.com/investor-relations and SGXNET.

This Circular has been prepared by the Company and its contents have been reviewed by the Company's Sponsor, R & T Corporate Services Pte. Ltd. (the "Sponsor") for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited (the "Exchange"). The Sponsor has not independently verified the contents of this Circular, including the accuracy or completeness of any of the figures used, statements, opinions or other information made or disclosed.

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

The contact persons for the Sponsor are Ms. Evelyn Wee Kim Lin (Telephone Number: [phone]) and Mr. Howard Cheam Heng Haw

(Telephone Number: [phone]), R & T Corporate Services Pte. Ltd., 9 Straits View, #06-07 Marina One West Tower, Singapore 018937.

This Circular has been made available on SGXNET and the Company's website and may be accessed at: https://www.medtecs.com/investor- relations/shareholders-resources/. A printed copy of this Circular will NOT be despatched to Shareholders. To receive a physical copy of this Circular, please email [e-mail] with your full name, contact number and delivery address.

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, alternative arrangements have been put in place to allow Shareholders to participate at the SGM (as defined below) by (a) watching the SGM proceedings via live audio-and-video webcast or listening to the SGM proceedings via live audio feed, (b) submitting questions in advance of the SGM, and/or (c) voting by appointing the Chairman of the SGM as proxy at the SGM.

Please refer to Section 7 of this Circular for further information, including the steps to be taken by Shareholders to participate at the SGM.

MEDTECS INTERNATIONAL CORPORATION LIMITED

(Incorporated in Bermuda)

CIRCULAR TO SHAREHOLDERS IN RELATION TO (1) THE PROPOSED

APPOINTMENT OF ERNST & YOUNG LLP, SINGAPORE AS JOINT AUDITORS

AND (2) THE PROPOSED AMENDMENTS TO THE BYE-LAWS OF THE

COMPANY

IMPORTANT DATES AND TIMES

Last date and time to submit questions for the Special General Meeting

Last date and time to pre-register online to attend the Special General Meeting

Last date and time for lodgement of Proxy Form

Date and time of the Special General Meeting

Place of the Special General Meeting

• 15 September 2022 at 5 p.m. (Singapore time)
• 27 September 2022 at 3 p.m. (Singapore time)
• 27 September 2022 at 3 p.m. (Singapore time)
• 29 September 2022 at 3 p.m. (Singapore time)
• Seletar Room, Holiday Inn Atrium, 317 Outram Road, Singapore 169075. Notwithstanding the place in which the SGM is to be held physically and attended in person by the Chairman, Directors and/or representatives of the Company present at the location of the SGM, the SGM may only be attended by Shareholders by way of electronic means. Please refer to Section 7 of this Circular for further details.

TABLE OF CONTENTS

CONTENTS	PAGE
1.	INTRODUCTION........................................................................................................................	6
2.	THE PROPOSED APPOINTMENT OF JOINT AUDITORS ......................................................	7
3.	THE PROPOSED AMENDMENTS TO THE BYE-LAWS........................................................	10
4.	INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS ...............................	12
5.	DIRECTORS' RECOMMENDATION .......................................................................................	12
6.	SPECIAL GENERAL MEETING ..............................................................................................	12
7.	ACTION TO BE TAKEN BY SHAREHOLDERS ......................................................................	13
8.	DIRECTORS' RESPONSIBILITY STATEMENT .....................................................................	15
9.	DOCUMENTS AVAILABLE FOR INSPECTION......................................................................	16
APPENDIX 1 - PROPOSED AMENDMENTS TO THE BYE-LAWS.....................................................	17

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DEFINITIONS

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

"Accountants Act"	: The Accountants Act 2004 of Singapore, as amended,
	supplemented or modified from time to time
"ACRA"	The Accounting and Corporate Regulatory Authority
	of Singapore
"Amended Bye-laws"	: The amended Bye-laws of the Company following the
	adoption of the Proposed Amendments to the Bye-laws
	upon Shareholders' approval at the SGM
"Audit Committee"	: The audit committee of the Company, comprising Lim Tai
	Toon, Carol Yang Xiao-Qing and Nieh Chien-Chung as at
	the Latest Practicable Date
"Bermuda Companies Act"	: The Companies Act 1981 of Bermuda, as amended,
	supplemented or modified from time to time
"Board"	: The board of Directors of the Company as at the Latest
	Practicable Date
"Bye-laws"	: The Bye-laws of the Company, as amended, varied or
	supplemented from time to time
"Catalist"	: The sponsor-supervised listing platform of the SGX-ST
"Catalist Rules"	: Section B: Rules of Catalist of the Singapore Exchange
	Securities Trading Limited's Listing Manual, as
	amended, modified and supplemented from time to time
"CDP"	: The Central Depository (Pte) Limited
"Circular"	: This circular to Shareholders dated 6 September 2022
	in relation to the Proposed Appointment of Joint
	Auditors and the Proposed Amendments to the Bye-
	laws
"Company"	: Medtecs International Corporation Limited
"Depositor Proxy Form"	: The depositor proxy form in respect of the SGM to be
	despatched to the Depositors
"Directors"	: The directors of the Company as at the Latest Practicable
	Date
"Existing Bye-laws"	: The Bye-laws currently in force as at the Latest
	Practicable Date
"EY"	: The global organisation of the member firms of EYG
	collectively
"EYG"	: Ernst & Young Global Limited
"EY SG"	: Ernst & Young LLP, Singapore
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DEFINITIONS

"Group"			: The Company and its subsidiaries, collectively
"Investors"			: Has the meaning ascribed to it under Section 7.1 of this
			Circular
"Latest Practicable Date"		: 5 September 2022, being the latest practicable date
			prior to the issue of this Circular
"Notice of SGM"		: The notice of the SGM as set out on pages N-1 to N-5
			of this Circular
"Proposed	Amendments	to the	: The proposed amendments to the Existing Bye-laws as
Bye-laws"			set out in Appendix 1 to this Circular
"Proposed	Appointment	of Joint	: The proposed appointment of EY SG as joint auditors of
Auditors"			the Company, to jointly audit the financial statements of
			the Group with the existing auditors, SGV & Co
"Proxy Forms"		: The Shareholder Proxy Form and the Depositor Proxy
			Form, and "Proxy Form" means the Shareholder Proxy
			Form or the Depositor Proxy Form, as the context may
			require
"Q&A Deadline"		: Has the meaning ascribed to it under Section 7.1 of this
			Circular
"Registration Deadline"		: Has the meaning ascribed to it under Section 7.1 of this
			Circular
"Responses to Q&A"		: Has the meaning ascribed to it under Section 7.1 of this
			Circular
"Securities Accounts"		: Securities accounts maintained by Depositors with CDP,
			but not including securities sub-accounts maintained with
			a Depository Agent
"SFA"			: The Securities and Futures Act 2001 of Singapore, as
			amended, supplemented or modified from time to time
"SGM"			: The special general meeting of the Company to be
			convened on 29 September 2022 (or any adjournment
			thereof), the notice of which is set out on pages N-1 to N-
			5 of this Circular
"SGV & Co"			: Messrs SyCip Gorres Velayo & Co.
"SGX-ST" or "Exchange"		: Singapore Exchange Securities Trading Limited
"Shareholder Proxy Form"	: The shareholder proxy form in respect of the SGM to be
			despatched to Shareholders
"Shareholders"		: Registered holders of Shares in the Company's Register
			of Members, except that where the registered holder is

CDP, the term "Shareholders" shall, in relation to such Shares held by CDP and where the context permits, mean the persons named as Depositors in the Depository Register maintained by the CDP and whose Securities Accounts maintained by the CDP are credited with those Shares

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		DEFINITIONS
"Shares"	: Ordinary shares of par value US$0.05 each in the capital
		of the Company, and each a "Share"
"Singapore Companies Act"	: The Companies Act 1967 of Singapore, as amended,
		supplemented or modified from time to time
"SRS"	:	Supplementary Retirement Scheme
"SRS Investor"	: An investor who holds Shares under the SRS
"Substantial Shareholder"	: A person (including a corporation) who has an interest,
		directly or indirectly, in one or more voting Shares and the
		total votes attached to such Share(s) is not less than 5.0%
		of the total votes attached to all the voting Shares
		(excluding any treasury Shares)
"%" or "per cent"	:	Per centum or percentage

The terms "subsidiary", "subsidiary holdings", "holding company" and "associated company" shall have the meanings ascribed to it in the Catalist Rules and Section 5 of the Singapore Companies Act, as the case may be.

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

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 include corporations where applicable.

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

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

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

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

Rajah & Tann Singapore LLP has been appointed as the legal adviser to the Company as to Singapore law in relation to the Proposed Appointment of Joint Auditors and the Proposed Amendments to the Bye-laws. Conyers Dill & Pearman Pte. Ltd. has been appointed as the legal adviser to the Company as to Bermuda law in relation to the Proposed Appointment of Joint Auditors and the Proposed Amendments to the Bye-laws.

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