MC PAYMENT LIMITED

(formerly known as Artivision Technologies Ltd.)

(Incorporated in the Republic of Singapore) (Company Registration No. 200407031R)

UPDATE ON REQUISITION TO CONVENE AN EXTRAORDINARY GENERAL MEETING DATED 4

MAY 2021

The board of directors (the "Board") of MC Payment Limited (the "Company", and together with its subsidiaries, the "Group") refers to:

  1. the Company's Notice of Extraordinary General Meeting dated 28 May 2021 convening a meeting of its shareholders on Wednesday, 30 June 2021 at 2.30 pm, ("30 June EGM") pursuant to the requisition notice dated 4 May 2021 issued by Mr Ching Chiat Kwong ("Mr Ching") ("First Requisition Notice");
  2. the Company's circular dated 15 June 2021 on the 30 June EGM ("First Circular");
  3. the Company's circular dated 24 June 2021 on the 30 June EGM ("Second Circular"); and
  4. the Company's announcement dated 25 June 2021 on its response to queries raised by Singapore Exchange Regulation with respect to the Second Circular.

Unless otherwise defined, all capitalised terms used and not defined herein shall have the same meanings given to them in the First Circular and the Second Circular.

Update on First Requisition Notice

The Board wishes to announce that on 26 June 2021, the Company received a third statement from Mr Ching dated 26 June 2021 ("Mr Ching's 3rd Statement"), a copy of which is attached to this announcement solely for Shareholders' reference. For ease of reference, the Company sets out below the Company's detailed comments on the key matters raised by Mr Ching in Mr Ching's 3rd Statement.

Shareholders are advised to take Mr Ching's 3rd Statement and the Company's comments into consideration to arrive at an informed decision at the 30 June EGM.

  1. First, Mr Ching claims that the Board and the Nominating Committee provided shareholders with untrue, misleading, and/or defamatory statements relating to Mr Shawn Ching Wei Hung ("Mr Shawn Ching"), Mr Ng Weng Sui Harry ("Mr Harry Ng"), and Mr Ching's disclosure on Pindan Group Pty Ltd and its related entities ("Pindan Group"). Mr Ching complained that the Nominating Committee wrongly stated that Mr Shawn Ching, Mr Harry Ng and Mr Ching "had not made disclosure about Pindan or its related entities", as Mr Shawn Ching and Mr Harry Ng were not obliged to give disclosure, since they were not directors of entities within the Pindan Group, and Mr Ching had disclosed that Pindan Group Pty Ltd went into voluntary administration on 18 May 2021.

Company's comments

Mr Ching's complaint misses the point made in the Nominating Committee's report on Mr Shawn Ching, Mr Harry Ng, and Mr Ching. The concern raised by the Nominating Committee

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arises from the fact that despite the severe financial difficulties of several entities within the Pindan Group, Mr Shawn Ching, Mr Harry Ng, and Mr Ching had not given full disclosure of the same, whether in the papers submitted to the Company as part of the assessment process, or through the Pindan Group's ultimate holding company, Oxley Holdings Limited ("Oxley"). What was disclosed was that some companies in the Pindan Group had been placed into voluntary administration. There was no disclosure regarding nineother entities in the Pindan Group that had gone into liquidation. The extent of the debts owing by various entities within the Pindan Group to contractors, sub-contractors and other creditors was also not disclosed. This is despite the fact that:

  1. Mr Shawn Ching claimed that he is the "Executive Director and Group General
    Manager of the Oxley Group … [and he is] responsible for its general operations and administration";
  2. Mr Harry Ng is the Lead Independent and Non-Executive Director of Oxley; and
  3. Mr Ching is the Executive Chairman and Chief Executive Officer of Oxley.
  1. Second, Mr Ching claims that the Board "has not been transparent and forthcoming" as it should not have redacted paragraph 19(g) of Mr Ching's 2nd Statement.

Company's comments

The redactions at paragraphs 18 and 19(g) of Mr Ching's 2nd Statement were inadvertent. As stated at paragraph 3.1.1 of the Second Circular, only redactions made to Mr Ching's 1st Statement were intended: "Please note that as Mr Ching's 1st Statementcontains reference to matters which the Company regards as the subject of legal advice privilege and/or "without prejudice" privilege, appropriate redactions have been made in black." [emphasis added]

The accidentally-redacted portions of paragraphs 18 and 19(g) of Mr Ching's 2nd Statement are reproduced below:

18. … In particular, the Company omitted to mention that it was agreed at an urgently convened Board meeting on 14 May 2021 (at which two members of the Nominating Committee, Dr Lilian Koh and Mr Kesavan Nair was absent) to appoint Mr David Ong as an independent director of the Company. The only persons present at that urgently convened Board meeting on 14 May 2021was Mr Anthony Koh, Mr Kim Moon Soo and Mr Albert Saychuan Cheok.

19.g. On 14 May 2021, the Board of the Company convened an urgent meeting (the only attendees being Mr Anthony Koh, Mr Kim Moon Soo and Mr Albert Saychuan Cheok, with two members of the Nominating Committee absent) to agree to appoint Mr David Ong as an independent director, where Mr Anthony Koh "explained that it had taken a long effort to court Mr Ong" and urged the Company to "get Mr Ong in before he gets poached by other companies which are also keen to have him on board".

The Company notes that the matters referenced in the accidentally-redacted portions of paragraphs 18 and 19(g) of Mr Ching's 2nd Statement were also discussed at paragraph 18(i) of Mr Ching's 1st Statement, paragraph 3.3.6(f) of the Second Circular, and the Company's announcement dated 27 May 2021.

The Company maintains that the redactions in Mr Ching's 1st Statement were made because they were the subject of legal advice privilege and/or "without prejudice" privilege.

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  1. Third, Mr Ching claims the Nominating Committee is "incapable of assessing the suitability of the Proposed Directors objectively due to, amongst other things, the position of conflict of interest they are in, being the subject of the Second Requisition Notice".

Company's comments

The Nominating Committee strenuously disagrees that it was in a position of conflict of interest, as it was simply making an independent assessment of the Proposed Directors for the consideration and benefit of the Shareholders. Full reports of the assessments made of each of the Proposed Directors are provided in the Second Circular. The criteria in assessing Mr Shawn Ching and Mr Harry Ng were further clarified in the Company's announcement dated 25 June 2021. The Nominating Committee followed a balanced, thorough, fair, holistic and embracing approach in evaluating the Proposed Directors for directorship. In assessing if the Proposed Directors were suitable to come on board a digital payments company, the Nominating Committee took into account a broad range of factors, including whether the Proposed Directors met the various regulatory governance guidelines of the SGX-ST and the Monetary Authority of Singapore, possessed the needed experience and expertise and knowledge, the image and standing required for a highly supervised business, and other relevant factors. This enabled the Nominating Committee to arrive at a holistic view of both the information provided by the Proposed Directors, as well as information that was available publicly.

The fact that the Nominating Committee has reached different conclusions from the Sponsor as to the suitability of the Proposed Directors is not reason to allege that the Nominating Committee is biased. In any event, whether the Proposed Directors are to be appointed is ultimately for the Shareholders to decide on. At the end, it is a judgment call as to whether a candidate is suitable, having regard to the interests of the Company and the Shareholders for a progressive, ambitious and innovative digital company hoping to be the best in the league.

The Company also highlights that it was Mr Ching who has put the Nominating Committee in a difficult position because of his Second Requisition Notice, in which he has sought to remove all the directors of the Company (except for Mr Kesavan Nair). In doing so, Mr Ching has brought about a situation where any unfavourable assessment of his Proposed Directors may be challenged by Mr Ching to be biased. This cannot be correct.

As to why the current Nominating Committee came to a different view on the suitability of Mr Harry Ng and Mr Shawn Ching, the Company refers to its announcement on 25 June 2021. The Nominating Committee also notes that the article by Brad Thompson referred to by Mr Ching ("Construction company Pindan owns up to cash flow problem") had also stated that "Pindan director David Pringle … who co-foundedthe company in 1977, said Pindan was not in financial difficulty, had a strong balance sheet and healthy order book."

  1. Fourth, Mr Ching claims that by the Nominating Committee's latest standards, the Chairman of the Nominating Committee, Mr Ong Kim Huat ("Mr David Ong"), would not qualify as a director of the Company.

Company's comments

Both the then-Nominating Committee and the current Nominating Committee applied comparable holistic and stringent criteria in their respective assessments of the candidate(s) in question. The reasons for the appointment of Mr David Ong were set out in the Company's announcement dated 27 May 2021. Mr David Ong was also interviewed by the Sponsor, who determined that he was suitable for the role.

Importantly, where Mr David Ong's credentials differed from the Proposed Directors' was in his experience as managing director with Reddot Media Inc Pte Ltd, in which Mr David Ong has applied a digital data and payments angle to hitherto-traditional location maps. The then-

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Nominating Committee, in looking to see if Mr David Ong could contribute to the future innovative journey of the Company, saw that Mr David Ong's digital expertise could contribute to the Company's desire to broaden into a wider range of digital offerings, including digital augmentation products and the virtual reality versions of mapping and tourism guides. It was also assessed by the then-Nominating Committee that Mr David Ong also brings with him an independent voice, and experience and knowledge of the digital payments business. Additionally, Mr David Ong's broad base middle level income community outreach, which will form the mainstay of the Company's retail payment base, was an important valuable attribute on which the Company could potentially leverage.

It should also be pointed out that, in Mr David Ong's case, his involvement in Hon Corporation was a limited one:

  1. Mr David Ong's directorships were fully disclosed in his resume and it could be discerned that his involvement in Hon Corporation Limited was limited.
  2. Mr David Ong was an independent director of Hon Corporation Limited and was thus not involved in the management of Hon Corporation Limited. Mr David Ong had assumed the position of independent director for only 9 months (i.e. from January 2020 to September 2020).

Mr David Ong's association with Hon Corporation Limited is therefore qualitatively different from the roles played by Mr Ching, Mr Harry Ng and Mr Shawn Ching in respect of Pindan. As noted in the Second Circular, (a) Mr Ching was a non-executive director of Pindan Group Pty Ltd, (b) Mr Ching, Mr Harry Ng and Mr Shawn Ching held the positions stated in the Company's comments in sub-paragraph (b) above in Oxley, which was the sole shareholder of Pindan Group Pty Ltd; and (c) while Oxley has reported the voluntary administration of 3 entities in the Pindan Group, it did not report the liquidation of 9 other entities in the Pindan Group.

It should also be noted that Mr David Ong's role in Hon Corporation Limited was set out in his resume when his appointment as a director was announced on 27 May 2021. The Sponsor was also informed of Mr David Ong's directorship in Hon Corporation Limited.

  1. Fifth, Mr Ching claims that one of the Proposed Directors, Mr Chee Kheng Hock, Rothschild was not invited to attend any interviews with the Sponsor or the Nominating Committee.

Company's comments

As stated in the Second Circular, on 19 June 2021, the Sponsor extended an invitation to each of the Proposed Directors to be interviewed by the Nominating Committee and the Sponsor. The Company understands from the Sponsor that the aforesaid invitation to each of the Proposed Directors was extended by the Sponsor through an email from the Sponsor to Mr Ching, Mr Harry Ng and Mr Shawn Ching.

Copies of Mr Ching's 2nd Statement without redactions and Mr Ching's 3rd Statement are attached to this announcement solely for the shareholders' reference.

Shareholders and potential investors of the Company are advised to exercise caution when dealing in the shares of the Company. If in doubt about the action they should take, shareholders and potential investors of the Company should consult their stockbrokers, bankers, solicitors, accountants, tax advisers and/or other professional advisers.

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BY ORDER OF THE BOARD

Anthony Koh

Executive Director and Chief Executive Officer

27 June 2021

This announcement has been prepared by the Company and its contents have been reviewed by the Company's sponsor, ZICO Capital Pte. Ltd. (the "Sponsor"), in accordance with Rule 226(2)(b) of the Singapore Exchange Securities Trading Limited ("SGX-ST") Listing Manual Section B: Rules of Catalist ("Catalist Rules").

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 contact person for the Sponsor is Ms. Alice Ng, Director of Continuing Sponsorship, ZICO Capital Pte. Ltd. at 8 Robinson Road, #09-00 ASO Building, Singapore 048544, telephone (65) 6636 4201.

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MC Payment Ltd. published this content on 27 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 June 2021 19:34:07 UTC.