ISEC HEALTHCARE LTD.

(Company Registration No. 201400185H)

(Incorporated in Singapore)

Minutes of the Annual General Meeting (hereinafter referred to as the "AGM" or the "Meeting") of ISEC Healthcare Ltd. (hereinafter referred to as the "Company") held by way of electronic means on Wednesday, 21 April 2021 at 10.00 a.m.

PRESENT

Board of Directors

In Attendance:

Mr Sitoh Yih Pin

(Chairman and Independent Director)

Dr Lee Hung Ming

(Executive Vice Chairman)

Mr Lim Wee Hann

(Independent Non-Executive Director)

Via Video-conference:

Mr Chen Bang

(Non-Executive and Non-Independent Director)

Mr Li Li

(Non-Executive and Non-Independent Director)

Ms Zhang Yongmei

(Non-Executive and Non-Independent Director)

Shareholders who attended via live webcast or audio conference

As set out in the attendance records maintained by the Company.

Company Secretary (attended via live webcast)

Ms Ngiam May Ling

By Invitation

Dr Wong Jun Shyan

: Chief Executive Officer of the Company (attended via live webcast)

Ms Elyse Low

: Chief Financial Officer of the Company

Ms Maggie Ge

: Operations Controller of the Company

Ms Ng Aik Lynn

: Finance Manager of the Company

Ms Tay Wan Ni, Vivian

: Assistant Finance Manager of the Company

Ms Tan Peck Yen

: Audit Partner, Ernst & Young LLP (attended via live webcast)

Ms Ho Shyan Yan

: Audit Partner, Ernst & Young LLP (attended via live webcast)

Ms Lee Li Xuan

: Audit Manager, Ernst & Young LLP (attended via live webcast)

Ms Ng Shi Qing

: PrimePartners Corporate Finance Pte. Ltd. (attended via live webcast)

Ms Sangeeta Sachdev

: Company Secretary's office (attended via live webcast)

Mr Haven Tan

: Board Corporate & Advisory Services Pte. Ltd. (attended via live webcast)

Mr Chai Min Fung

: Board Corporate & Advisory Services Pte. Ltd. (attended via live webcast)

Ms Khoo Yi Ning

: Agile 8 Advisory Pte. Ltd. (attended via live webcast)

Ms Tham Lai Lum

: Agile 8 Advisory Pte. Ltd. (attended via live webcast)

QUORUM AND INTRODUCTION

A quorum being present, the Chairman called the AGM to order.

The Chairman welcomed the shareholders who had joined the virtual AGM by "live" video and audio webcast.

The Chairman introduced his fellow Board members who attended the AGM from the studio with him, and who joined the AGM via video conference.

PRESENTATION TO SHAREHOLDERS

The Meeting began with a presentation by Dr Lee Hung Ming on the business overview, financial highlights, corporate developments in 2020 and 2021 to-date, and outlook. The AGM presentation slides have been announced via SGXNet and published on the Company's website on 20 April 2021.

ISEC HEALTHCARE LTD.

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Minutes of Annual General Meeting held on 21 April 2021

SUBMISSION OF QUESTIONS

Due to the circumstances, shareholders were not able to ask questions during the Meeting and hence they would have submitted their questions in relation to the agenda of the Meeting in advance.

The Chairman informed at the Meeting that there were no questions received by the Company. The Minutes of AGM would be announced via SGXNet and published on the Company's website within one month from the Meeting.

NOTICE OF MEETING

The Chairman took the Notice of AGM issued on 6 April 2021 as read.

APPOINTING CHAIRMAN OF MEETING AS PROXY AND POLL VOTING

As all votes of the resolutions tabled at the AGM was by proxy and only the Chairman was appointed as proxy, the Chairman informed at the Meeting that he has been appointed by many shareholders as proxy and would be voting in accordance with their instructions.

Agile 8 Advisory Pte. Ltd. and Boardroom Corporate & Advisory Services Pte. Ltd. had been appointed as Scrutineers and Polling Agent respectively.

The Chairman also informed at the Meeting that he would announce the poll results after each resolution was proposed.

ORDINARY BUSINESS:

Resolution 1 - Adoption of Directors' Statement and Audited Financial Statements for the financial year ended 31 December 2020 together with the Independent Auditor's Report

The Chairman proposed that the Directors' Statement and Audited Financial Statements for the financial year ended 31 December 2020, together with the Independent Auditor's Report be received and adopted.

The Chairman put the motion to vote. He said that voting had been conducted by poll in advance and the result of the poll on this motion was as followed:

  • Votes FOR the resolution: 431,158,602 votes or 100.00%.
  • Votes AGAINST the resolution: 0 votes or 0.00%.

The Chairman declared the resolution carried.

RESOLVED THAT the Directors' Statement and Audited Financial Statements for the financial year ended 31 December 2020, together with the Independent Auditor's Report, be received and adopted.

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Minutes of Annual General Meeting held on 21 April 2021

Resolution 2 - Declaration of Final Tax Exempt (One-Tier) Dividend

The Chairman said that the Board has recommended a final tax exempt (one-tier) dividend of 0.80 Singapore cents per ordinary share for the financial year ended 31 December 2020.

The Chairman put the motion to vote. He said that voting had been conducted by poll in advance and the result of the poll on this motion was as followed:

  • Votes FOR the resolution: 431,158,602 votes or 100.00%.
  • Votes AGAINST the resolution: 0 votes or 0.00%.

The Chairman declared the resolution carried.

RESOLVED THAT the payment of a final tax exempt (one-tier) dividend of 0.80 Singapore cents per ordinary share for the financial year ended 31 December 2020 be approved.

Re-election of Mr Sitoh Yih Pin as a Director of the Company

Item 3 of the agenda was to note the re-election of Mr Sitoh Yih Pin as a Director of the Company pursuant to Article 114 of the Company's Constitution and that he will not be seeking re-election at the Meeting.

As the motion dealt with the re-election of Mr Sitoh, Dr Lee Hung Ming took over the chairmanship for this resolution.

Dr Lee informed at the Meeting that Mr Sitoh had decided not to seek re-appointment at the Meeting. As such, Mr Sitoh retired as Director of the Company at the conclusion of the Meeting. Mr Sitoh concurrently ceased to be the Chairman of the Board and the Audit Committee, and a member of the Remuneration and Nominating Committees.

On behalf of the Company, Dr Lee thanked Mr Sitoh for his contributions to the Company.

Dr Lee handed back the chairmanship to Mr Sitoh.

Resolution 3 - Re-election of Dr Lee Hung Ming as a Director of the Company

Dr Lee Hung Ming who was retiring as a Director of the Company pursuant to Article 114 of the Company's Constitution had signified his consent to continue in office.

The Chairman proposed that Dr Lee Hung Ming be re-elected as Director of the Company.

Dr Lee would, upon re-election as a Director of the Company, remain as the Executive Vice-Chairman of the Company and would be considered non-independent.

The Chairman put the motion to vote. He said that voting had been conducted by poll in advance and the result of the poll on this motion was as followed:

  • Votes FOR the resolution: 388,331,323 votes or 100.00%.
  • Votes AGAINST the resolution: 0 votes or 0.00%.

The Chairman declared the resolution carried.

RESOLVED THAT Dr Lee Hung Ming be re-elected as a Director of the Company.

ISEC HEALTHCARE LTD.

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Minutes of Annual General Meeting held on 21 April 2021

Resolution 4 - Approval of Directors' fees of S$120,000 for the financial year ending 31 December 2021

As the motion dealt with the Directors' fees, Dr Lee Hung Ming took over the chairmanship for this resolution.

Dr Lee sought shareholders' approval to pay the amount of S$120,000 as Directors' fees for the financial year ending 31 December 2021, payable quarterly in arrears.

Dr Lee put the motion to vote. He said that voting had been conducted by poll in advance and the result of the poll on this motion was as followed:

  • Votes FOR the resolution: 431,158,602 votes or 100.00%.
  • Votes AGAINST the resolution: 0 votes or 0.00%.

Dr Lee declared the resolution carried.

RESOLVED THAT the amount of S$120,000 as Directors' fees for the financial year ending 31 December 2021 be approved for payment, payable quarterly in arrears.

Dr Lee handed back the chairmanship to Mr Sitoh.

Resolution 5 - Re-appointment of Ernst & Young LLP as Independent Auditors of the Company and authorisation for Directors to fix their remuneration

The Chairman proposed that Ernst & Young LLP be re-appointed as Independent Auditors of the Company for the ensuing year and that the Directors be authorised to fix their remuneration.

The Chairman put the motion to vote. He said that voting had been conducted by poll in advance and the result of the poll on this motion was as followed:

  • Votes FOR the resolution: 431,158,602 votes or 100.00%.
  • Votes AGAINST the resolution: 0 votes or 0.00%.

The Chairman declared the resolution carried.

RESOLVED THAT Ernst & Young LLP be re-appointed as Independent Auditors of the Company for the ensuing year and that the Directors be authorised to fix their remuneration.

Any other ordinary business

As no notice of any other business had been received by the Secretary, the Meeting proceeded to deal with the special business of the Meeting.

SPECIAL BUSINESS:

Resolution 6 - Authority to allot and issue shares

The Chairman proposed Resolution 6 as set out in the Notice of the AGM issued on 6 April 2021.

The Chairman put the motion to vote. He said that voting had been conducted by poll in advance and the result of the poll on this motion was as followed:

  • Votes FOR the resolution: 431,158,602 votes or 100.00%.
  • Votes AGAINST the resolution: 0 votes or 0.00%.

ISEC HEALTHCARE LTD.

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Minutes of Annual General Meeting held on 21 April 2021

The Chairman declared the resolution carried.

RESOLVED THAT pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore (the "Act") and Rule 806 of the Singapore Exchange Securities Trading Limited (the "SGX-ST") Listing Manual Section B: Rules of Catalist (the "Catalist Rules"), the Directors of the Company be authorised and empowered to:

  1. (i) allot and issue shares in the capital of the Company ("Shares") whether by way of rights, bonus or otherwise; and/or
    1. make or grant offers, agreements or options (collectively, "Instruments") that might or would require Shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) options, warrants, debentures or other instruments convertible into Shares,

at any time and upon such terms and conditions and for such purposes and to such persons as the Directors of the Company may in their absolute discretion deem fit; and

  1. (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue Shares in pursuance of any Instruments made or granted by the Directors of the Company while this Resolution was in force,
    provided that:
  1. the aggregate number of Shares (including Shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution) to be issued pursuant to this Resolution shall not exceed one hundred per centum (100%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Shares (including Shares to be issued in pursuance of the Instruments made or granted pursuant to this Resolution) to be issued other than on a pro rata basis to shareholders of the Company shall not exceed fifty per centum (50%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below);
  2. (subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of Shares that may be issued under sub-paragraph (1) above, the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company shall be based on the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company at the time of the passing of this Resolution, after adjusting for:
    1. new Shares arising from the conversion or exercise of any convertible securities;
    2. new Shares arising from the exercising of share options or vesting of share awards; and
    3. any subsequent bonus issue, consolidation or subdivision of shares;

and, in sub-paragraph (1) above and this sub-paragraph (2), "subsidiary holdings" has the meaning given to it in the Catalist Rules;

Adjustments in accordance with sub-paragraph (2)(a) or (2)(b) are only to be made in respect of new shares arising from convertible securities, share options or share awards which were issued and outstanding or subsisting at the time of the passing of this Resolution.

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Disclaimer

ISEC Healthcare Ltd. published this content on 05 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 May 2021 05:19:05 UTC.