General Announcement::Entry into Shareholders' Agreement with Aoxin Q & M Dental Group Limited

Q & M DENTAL GROUP (SINGAPORE) LIMITED

(Company Registration Number 200800507R)

(Incorporated in the Republic of Singapore)

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ENTRY INTO SHAREHOLDERS' AGREEMENT WITH AOXIN Q & M DENTAL GROUP

LIMITED

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1. INTRODUCTION

1. The board of directors (the "Board" or "Directors") of Q & M Dental Group (Singapore) Limited ("Q & M" or the "Company", and together with its subsidiaries, the "Group") refers to its announcement dated 4 October 2021 (the "JV Announcement"), as well as the announcement released by Q & M's associated company, Aoxin Q & M Dental Group Limited ("Aoxin") on 4 October 2021 (the "Aoxin Announcement") in relation to, inter alia, the entry by Aoxin into a conditional sale and purchase agreement with Ong Siew Hwa ("Dr Ong") and Acumen Holdings Pte. Ltd (the "Sellers"), who are the 49% shareholders of the Group's 51% subsidiary, Acumen Diagnostics Pte. Ltd. ("ADPL"), to acquire their entire shareholding in ADPL for a consideration of S$29.4 million, to be satisfied by way of allotment and issuance of 127,272,726 new ordinary shares in the capital of Aoxin ("Consideration Shares") at an issue price of S$0.231 per Consideration Share ("Proposed Acquisition") to the Sellers.
2. Aoxin has announced today that the Proposed Acquisition was completed on 1 November 2021 ("Aoxin Closing Announcement"). Pursuant to the completion of the Proposed Acquisition:
3. 1. the shareholding structure of ADPL is as follows:

Shareholder	Shareholding structure
Q & M Dental Group (Singapore) Limited	51%
Aoxin Q&M Dental Group Limited	49%

1. as the Proposed Acquisition involves the issuance of the 127,272,726 Consideration Shares:
2. 1. the Company's effective interest in ADPL has increased from 51% to 67.15%; and
   2. the Company's direct shareholding interest in Aoxin has been reduced from 43.94% to 32.95%.

1.3. Copies of the JV Announcement, the Aoxin Announcement and the Aoxin Closing

Announcement are available on SGXNET at https://www.sgx.com/securities/company-announcements.

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2. ENTRY INTO SHAREHOLDERS' AGREEMENT

1. In connection with the above, the Board wishes to update the shareholders that after further negotiations with Aoxin as disclosed in the JV Announcement, on 1 November 2021, the Company and Aoxin have signed a shareholders' agreement ("SHA") for the regulation of the affairs, management and governance of ADPL.
2. The salient terms of the SHA are as follows:
3. 1. Board Composition
      The board of directors of ADPL ("Target Board") shall comprise of five (5) directors (the "Target Directors"). Aoxin shall have the right to appoint two (2) Aoxin Target Directors to the Target Board and Q & M shall have the right to appoint three (3) Q & M Target Directors to the Target Board. For as long as Dr Ong holds such number of shares in the capital of ADPL which represents not less than 5% of the share capital of Aoxin, Dr Ong shall continue to sit on the board of Aoxin as one of the Aoxin Target Directors.
   2. Board Meetings
      The quorum for all meetings of the Target Board shall be any two (2) Target Directors, including one Q & M Target Director and one Aoxin Target Director. The Chairman of the Target Board, who shall be a Q&M Target Director, shall preside at all meetings of the Target Directors, in person or by an alternate. The Chairman of the Target Board shall not be entitled to a second or casting at any meeting of the Target Board or at any general meeting of the Target.
   3. Board Approval
      All resolutions of the Target Directors (i) at a meeting or adjourned meeting of the Target Directors shall be passed by a simple majority vote of the Target Directors present or (ii) a resolution in writing of the Target Directors signed by a simple majority of the Target Directors for the time being or their alternates, save for the Target Board Reserved Matters (as defined below).
   4. General Meetings
      The quorum for general meetings of shareholders of ADPL ("Target Shareholders") shall be Aoxin and Q & M, for so long as they remain a Target Shareholder.
   5. Shareholders' Approval
      All shareholders' resolutions of ADPL shall be decided by a simple majority of votes cast by the Target Shareholders who are present and voting, unless a larger majority is expressly required by the Companies Act and save for the Target Shareholders' Reserved Matters (as defined below). A resolution put to the vote at any general meeting of the Target Shareholders shall be decided by a poll only of persons present and entitled to vote.

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1. Reserved Matters
   There are reserved matter provisions which provides that no action shall be taken or resolution passed by ADPL, save with the prior written consent of (i) one Aoxin Target Director and one Q & M Target Director (the "Target Board Reserved Matters") or (ii) the Company and Q & M (as the case may be)
   (the "Target Shareholders' Reserved Matters"):
2. 1. The Target Board Reserved Matters include the following:
   2. 1. The creation of any mortgage, charge or other encumbrance over any member of ADPL and/or its subsidiaries (the "Target Group") property and assets (including intellectual property rights), outside of the ordinary course business of the Target Group.
      2. Any member of the Target Group entering into, or varying, or waiving any breach of, or discharge of any liability under, or terminating, any contract or arrangement (whether legally binding or not) with any of its related corporations.
      3. Any disposal or the acquisition of, or investment in, any undertaking, assets (including, without limitation, intellectual property rights and any interest in any land or real property) or shares or other equity interests by any member of the Target Group.
      4. The provision of any credit, or the making of any loan (including any loans to any shareholder) or advance to, or for, any person, company or body (other than a member of the Target Group), other than by way of deposit of moneys with a bank or other financial institution, outside of the ordinary course business of the Target Group.
      5. The exercise of any member of the Target Group's powers to provide guarantees or indemnities.
      6. The establishment of any branch or representative office of any member of the Target Group, or the entry by any member of the Target Group into any partnership or joint venture or co-operation agreement with any other party, outside of the ordinary course of business of the Target Group.
      7. The adoption of, or any significant change in, the accounting policies of any member of the Target Group, other than as required by law or accounting policies generally accepted in Singapore from time to time.
   3. The Target Shareholders' Reserved Matters include the following:

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1. Any change in the nature and/or scope of the business of any member of the Target Group;
2. The dissolution, liquidation, or winding-up of any member of the Target Group;
3. Any amendment to the constitution of any member of the Target Group;
4. Any increase in the share capital of any member of the Target Group or the issue or grant of any option over the unissued share capital of any member of the Target Group or the issue of any new class of shares in the capital of any member of the Target Group or the issuing of any convertible securities by any member of the Target Group;
5. Any repurchase, cancellation or redemption of any member of the Target Group's share capital or any reduction, consolidation, subdivision or reclassification or other alteration of its capital structure;
6. Any amalgamation or reconstruction of any member of the Target Group, or any merger of any member of the Target Group with any corporation, firm or other body; and
7. Any public offering or listing or quotation of the shares or other equity of any member of the Target Group on any stock exchange.

1. Share Transfer Restrictions

The transfer of shares in ADPL ("Target Shares") is subject to the following share transfer restrictions:

1. Right of First Refusal
   In the event that either Target Shareholder desires to transfer any of its Target Shares or any interest therein, the other Target Shareholder shall be entitled to a right of first refusal to acquire any such Target Shares proposed to be transferred.
2. Tag-AlongRight
   The SHA provides that if any Target Shareholder (the "Selling Target Shareholder"), after having first offered its Target Shares for sale to the other Target Shareholders in compliance with the provisions of the right of first refusal in the SHA, desires to transfer its Target Shares to a third party purchaser or another Target
   Shareholder (the "Tag-AlongPurchaser"), the Selling Target
   Shareholder shall provide the other Target Shareholders with an offer (the "Tag-AlongOffer") made by the Tag-Along Purchaser to the

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other Target Shareholder(s) to purchase the Target Shares held by the other Target Shareholder(s).

In the event that the other Target Shareholders accept the Tag-Along Offer, the number of Target Shares which the Selling Target Shareholder shall sell, and the number of Target Shares that the other Target Shareholders shall sell, shall be pro rata (based on their respective shareholding percentages) the number of Target Shares agreed to be purchased by the Tag-Along Purchaser, and on terms and conditions (including price) no less favourable to the other Target Shareholder(s) than those available to the Selling Target Shareholder.

The other Target Shareholders may elect to accept or not to accept the Tag-Along Offer to sell its Target Shares to the Tag-Along Purchaser (such right to accept the Tag-Along Offer, the "Tag-AlongRight").

1. Drag Along Right
   The SHA provides where a third party (the "Drag-AlongPurchaser") offers to purchase all the Target Shares, Q & M shall be entitled, after having first offered its Target Shares for sale to the other Target Shareholders (the
   "Dragged-AlongTarget Shareholders") in compliance with the provisions of the right of first refusal in the SHA and provided that the Dragged-Along Target Shareholders do not apply to purchase of all (but not less than all of) its Target Shares in accordance with such provisions, to:
2. 1. sell all of its Target Shares to the Drag-Along Purchaser; and
   2. by notice in writing (the "Drag-AlongNotice") to all Dragged-Along Target Shareholders, require the Dragged-Along Target Shareholders to sell to the Drag-Along Purchaser all Target Shares then held by the Dragged-Along Target Shareholders on terms and conditions (including price) which are no less favourable to the Dragged-Along Target Shareholders than those offered to Q & M.

In the event that the Drag-Along Purchaser offers to purchase some (but not all) of the Target Shares, Q & M shall be entitled, after having first offered its Target Shares to the Dragged-Along Shareholders in compliance with the provisions of the right of first refusal in the SHA and provided that the Dragged-Along Shareholders do not apply to purchase all (but not less than all) its Target

Shares in accordance with such provisions, to:

1. sell to the Drag-Along Purchaser such number of the Target Shares; and
2. in addition, by a Drag-Along Notice to all Dragged-Along Target Shareholders, require the Dragged-Along Target Shareholders to sell to the Drag-Along Purchaser such number of Shares then held by the Dragged-Along Target Shareholders on terms and conditions

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