ISEC Healthcare : Letter to Shareholders - Appendix B - Relating to the Proposed Renewal of the Shares Buyback Mandate

APPENDIX B DATED 7 APRIL 2022

THIS APPENDIX TO THE ANNUAL REPORT 2021 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 Appendix is circulated to shareholders of ISEC Healthcare Ltd. (the "Company") together with the Company's Annual Report 2021. 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 22 April 2022 at 3.00 p.m. by electronic means.

The Notice of Annual General Meeting and a Proxy Form are enclosed with the Annual Report 2021.

If you have sold or transferred all your ordinary shares in the capital of the Company, you should immediately forward the Annual Report 2021, this Appendix, 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. Printed copies of this Appendix, the Notice of Annual General Meeting and the enclosed Proxy Form will NOT be sent to shareholders of the Company.

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

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 Number: 201400185H)

(Incorporated in the Republic of Singapore)

APPENDIX TO SHAREHOLDERS

IN RELATION TO

THE PROPOSED RENEWAL OF THE SHARE BUYBACK MANDATE

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 ........................................................... 2

APPENDIX 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 ..........................	23
12.	SHARE BUY-BACKS 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 .............................	25
19.	DOCUMENTS AVAILABLE FOR INSPECTION .............................	26
1

DEFINITIONS

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

"2022 AGM"	The annual general meeting of the Company to be
convened and held by electronic means on 22 April 2022 at
3.00 p.m.
"ACRA"	The Accounting and Corporate Regulatory Authority of
Singapore
"Act"	The Companies Act 1967 of Singapore, as amended or
modified from time to time
"Appendix"	This Appendix B dated 7 April 2022 circulated to the
Shareholders together with the Annual Report 2021
"AGM"	The annual general meeting of the Company
"Annual Report 2021"	The annual report of the Company for the financial year
ended 31 December 2021

"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 Appendix

"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

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
Appendix
"Employee(s)"	A confirmed full-time employee of the Group
"EPS"	Earnings per Share
"Group"	The Company and its subsidiaries
"Latest Practicable Date"	24 March 2022 being the latest practicable date prior to the
issue of this Appendix
"Market Day"	A day on which the SGX-ST is open for trading in securities
"Notice of AGM"	The notice of AGM as set out on pages 122 to 129 of the
Annual Report 2021
"NTA"	Net tangible assets
"Relevant Period"	The period as set out in Section 4.2 of this Appendix
"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 Appendix 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
3

DEFINITIONS
"SIC"	The Securities Industry Council of Singapore
"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 Appendix shall be a reference to Singapore time unless otherwise stated.

Any reference in this Appendix 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 Appendix 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 Appendix may not be an arithmetic aggregation of the figures that precede them.

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

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