ALPHA DX GROUP LIMITED

(Incorporated in the Republic of Singapore)

(Company Registration No: 200310813H)

APPLICATION FOR A FURTHER EXTENSION OF TIME:

  1. TO HOLD THE ANNUAL GENERAL MEETING FOR FINANCIAL YEAR ENDED 31 DECEMBER 2021 ("FY2021") (THE "FY2021 AGM");
  1. TO ISSUE THE SUSTAINABILITY REPORT FOR FY2021 (THE "FY2021 SR");
  1. TO ANNOUNCE THE FINANCIAL STATEMENTS FOR THE FIRST QUARTER PERIOD ENDED 31 MARCH 2022 (THE "1Q2022 FS"); AND

(IV) TO ANNOUNCE THE FINANCIAL STATEMENTS FOR THE SECOND QUARTER AND SIX MONTHS ENDED 30 JUNE 2022 (THE "2Q2022 FS")

APPLICATION FOR AN EXTENSION OF TIME:

  1. TO ANNOUNCE THE FINANCIAL STATEMENTS FOR THE THIRD QUARTER AND NINE MONTHS ENDING 30 SEPTEMBER 2022 (THE "3Q2022 FS")

1. INTRODUCTION

1.1 The Board of Directors (the "Board") of Alpha DX Group Limited (the "Company" and together with its subsidiaries, the "Group") refers to the announcements dated 1 April 2022 in relation to the Extension Applications to the Singapore Exchange Regulation Pte. Ltd. (the "SGX Regco") and 12 May 2022 (collectively, the "Announcements") in relation to the receipt of no objection letter from the SGX-ST to the Company's Extension Applications with regard to compliance with Catalist Rules 705(1), 705(2), 707(1) and 711A (collectively, the "Waivers"), being the extensions of time of:

  1. ninety (90) days to hold the FY2021 AGM, being no later than 29 July 2022 (with the FY2021 AR to be announced at least 14 days before the date of the FY2021 AGM, being no later than 14 July 2022);
  2. ninety (90) days to issue the FY2021 SR, being no later than 29 July 2022;
  3. ninety (90) days to announce the 1Q2022 FS, being no later than 13 August 2022; and
  4. thirty (30) days to announce the 2Q2022 FS, being no later than 13 September 2022.

Capitalised terms used but not defined herein shall have the meaning as ascribed to them in the Announcements.

1.2 The Board wishes to announce that on 5 July 2022, the Company has, through its sponsor, submitted an application to seek the approval of the SGX RegCo for the following:

  1. in relation to the FY2021 AGM: the Company has made an application for further extension of time to hold the FY2021 AGM from 29 July 2022 to 31 October 2022, with the FY2021 AR to be announced no less than 14 clear days before the date of FY2021 AGM. The last working date no less than 14 clear days before the proposed extended date of the FY2021 is 14 October 2022.
  2. in relation to the FY2021 SR: the Company has made an application for further extension of time to issue the FY2021 SR no later than 14 October 2022, at the same time as the FY2021,
  3. in relation to the 1Q2022 FS: the Company has made an application for further extension of time to announce the 1Q2022 FS from 13 August 2022 to 31 October 2022;

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  1. in relation to the 2Q2022 FS: the Company has made an application for further extension of time to announce the for the 2Q2022 FS from 13 September 2022 to 14 December 2022; and
  2. in relation to the 3Q2022 FS: the Company has made an application for an extension of time to announce the 3Q2022 FS from 14 November 2022 to 14 January 2023,

(collectively, the "SGX-ST Extension Applications").

The Company will also apply to the Accounting and Corporate Regulatory Authority ("ACRA") for the following:

  1. a further extension of time under Section 175 of the Companies Act 1967 of Singapore (the "Companies Act") to hold the Company's FY2021 AGM by 31 October 2022; and
  2. a further extension of time under Section 197 of the Companies Act to file its annual return in respect of FY2021 by 30 November 2022,

(collectively, the "Second ACRA Extension Application").

2. REASONS FOR SEEKING THE EXTENSION APPLICATIONS

The Company has made the SGX-ST Extension Applications, due to the following reasons:

  1. As announced on 11 April 2022, on 8 April 2022, the General Division of the High Court of Singapore has granted the Company a 6-month moratorium ("Moratorium") under the Insolvency, Restructuring and Dissolution Act 2018 of Singapore (the "IRDA"), which is effective from 9 March 2022 to 9 September 2022 ("Moratorium Period") under Section 64 of the IRDA.
  2. As announced on 21 April 2022, the Company has appointed a Scheme Manager to review and manage the implementation of a proposed scheme of arrangement of the Company.
  3. The Company initially expected the discussions of the proposed debt restructuring to be completed in beginning June 2022. However, the discussions had taken longer than expected and the Company together with its Scheme Manager is currently working towards finalising the proposed debt restructuring with the creditors by end of August 2022.
  4. To-date,the Company has proposed a scheme of arrangement with its creditors and the key terms have been primarily agreed upon. The creditors and Scheme Manager are working towards the timeline and agreements with the creditors with the proposed settlement being a combination of cash and/or issue of new Shares, at the election of the creditor.
  5. Consequent to the above, the Company requires more time to determine the actual impact on the FY2021 FS to ensure that the FY2021 FS presents a true and fair view of the financial performance and position of the Group.
  6. As a result of the above, the Company has sought a further extension of time to hold the FY2021 AGM by no later than 31 October 2022. Consequently, the preparation of the FY2021 AR (which will be based on the FY2021 FS) and the FY2021 SR (which is intended to have reference to the FY2021 AR and to be read in conjunction with the FY2021 AR given the relativity of the aspects of governance and sustainability targets), will be delayed.

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    1. Consequently, extensions of time will be required for the Company to prepare the 1Q2022 FS, the 2Q2022 FS and the 3Q2022 FS.
    2. An application will concurrently be made to ACRA for an extension of time to hold the FY2021 AGM by no later than 31 October 2022.
  1. FURTHER ANNOUNCEMENTS
    The Company will update its shareholders on the outcome of the Extension Applications and ACRA Extension Application in due course.
  2. TRADING CAUTION
    Notwithstanding that the trading of the Company's shares is suspended, shareholders and potential investors are advised to read this announcement and further announcements by the Company carefully. Shareholders and potential investors who are in doubt as to the action they should consult their stockbrokers, bank managers, solicitors, accountants or other professional advisers.

BY ORDER OF THE BOARD

ALPHA DX GROUP LIMITED

Daiji Yamada

Executive Director and Chief Executive Officer

5 July 2022

This announcement has been prepared by the Company and its contents have been reviewed by the Company's sponsor, Evolve Capital Advisory Private Limited ("Sponsor"), for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited ("SGX-ST"). The Sponsor has not independently verified the contents of this announcement.

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

The details of the contact person for the Sponsor are:-

Name :Mr Jerry Chua (Registered Professional, Evolve Capital Advisory Private Limited) Address :138 Robinson Road, Oxley Tower, #13-02, Singapore 068906

Tel :(65) 6241 6626

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Alpha DX Group Ltd. published this content on 05 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 July 2022 13:43:02 UTC.