Response to SGX Queries::

QT VASCULAR LTD.

(Company Registration No. 201305911K)

(Incorporated in the Republic of Singapore)

RESPONSE TO QUERIES BY THE SINGAPORE EXCHANGE REGULATION DATED 7 DECEMBER 2021

1. INTRODUCTION
   The Board of Directors ("Board") of QT Vascular Ltd (the "Company" and together with its subsidiaries, the "Group") wishes to announce its responses to the queries raised by the Singapore Exchange Regulation Pte Ltd (the "SGX Regco") on 7 December 2021 in relation to the Company's announcement on 6 December 2021 relating to the results of the extraordinary general meeting ("EGM") called by Mission Well Limited and Tansri Saridju Benui (the "Requisitioning Shareholders").
2. QUERIES BY SGX REGCO AND COMPANY'S / REQUISITIONING SHAREHOLDERS' RESPONSES

SGX Regco queries

The 5 resolutions to appoint 5 new directors namely, Tansri Saridju Benui, Christian Kwok-Leun Yau Heilesen, Leung Yu Tung Stanley, Zhou Jia Lin and Chay Yiowmin were not carried through(the "First EGM").

We note that there is an incoming EGM proposed by the Requisitioning Shareholders to be held on 15 December 2021 (the "Second EGM"), with 3 resolutions to remove 3 directors in the Company namely, Momi Mimon Brosh, Sho Kian Hin and Ng Boon Eng.

Q1	In view of the above-mentioned	Requisitioning Shareholders' Response (in
	resolutions being voted down by	italics)
	shareholders in the First EGM, can
	the Company seek a clarification	The Second EGM on the 15th December 2021
	from the Requisition Shareholders	will proceed.
	on whether the Second EGM on 15
	Dec 2021 will proceed.
Q2	If so, please obtain rationale from	Requisitioning Shareholders' Response (in
	the Requisitioning Shareholders to	italics)
	proceed with the Second EGM,
	considering that there will not be	The	Requisitioning Shareholders,	holding
	any directors left in the Company in	more than 10% of the share capital of the
	the event the resolutions are	Company, have pursuant to Section 177 of the
	passed.	Companies Act, Chapter 50 of Singapore,
		delivered one EGM notice on the 6th of
		December 2021 at 1:12pm to the Company and
		their officer Kelvin Tong for the proposed
		appointment of Directors to the Board for a
		EGM to be held on the 21st of December 2021.
		However, the Company and the officer Mr.
		Kelvin Tong has failed to announce the EGM
		notice and circular immediately on SGXNET.
		Today,	7th of December 2021 at	2:03pm
		another EGM notice and circular for the calling
		of a EGM on the 22nd of December 2021 was
		submitted to The Company. The Company and
		the officer Mr. Kelvin Tong has again failed to
		announce the EGM notice and circular
		immediately on SGXNET.
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SGX Regco queries

The Requisitioning Shareholders are of the opinion that it would be timely for there to be a reconstitution of the Board and that the newly reconstituted Board comprising the Proposed Directors has the relevant expertise and knowledge to set and develop effective strategies and explore new opportunities to grow and expand the Group which will, in turn, help to maximise Shareholders' value. This includes improving the deal structure that was proposed in the previous acquisition announcement for the benefit of all Shareholders.

					The Requisitioning Shareholders acknowledge
					that the Company will have to comply with
					regulation 83 of its constitution (which
					prescribes that the number of directors of the
					Company shall not be less than two) and
					section 145(1) of the Companies Act, Chapter
					50 of Singapore (which prescribes that every
					company shall have at least one director who
					is	ordinary	resident	in
					Singapore) notwithstanding that all	the
					resolutions tabled at the extraordinary
					general meeting of the Company to be held on
					15 December 2021 in relation to the removal
					of Momi Mimon Brosh, Sho Kian Hin and Ng
					Boon Eng as directors of the Company were
					carried by a majority vote on a poll.
Q3	Should the Second EGM proceed,	Company's Response
	what recourse / options / action
	does the Company have? Will it	Please see below.
	comply	with	the Company's
	constitution,	Companies	Act,
	Catalist Rules and any other
	relevant rules and regulations?
Q4	Is the Company seeking legal advice	Company's Response
	on the	options	available? Please
	disclose the legal opinion and the	Please see below.
	Board's decision on next course of
	actions, including bases in arriving
	at such decision.

Company's Response

1. The Requisitioning Shareholders had on 20 November 2021 issued the Notice of EGM and Circular to Shareholders in relation to the extraordinary general meeting on 15 December 2021 ("Removal EGM") called by the Requisitioning Shareholders pursuant to Section 177 of the Companies Act (Cap

1. ("15 December EGM") in respect of resolutions to remove all of the existing Directors of the Company, namely Mr Sho Kian Hin, Mr Ng Boon Eng and Mr Momi Brosh ("Incumbent Directors"), on the same day as the issue of the Notice of EGM and Circular to Shareholders in relation to the extraordinary general meeting held on 6 December 2021 ("6 December EGM") called by the Requisitioning Shareholders pursuant to Section 177 of the Companies Act (Cap 50) in respect of resolutions to appoint Messrs Tansri Saridju Benui, Christian Kwok-Leun Yau Heilesen, Leung Yu

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Tung Stanley, Zhou Jia Lin and Chay Yiowmin as new directors of the Company ("Proposed New Directors").

1. As announced by the Company on 6 December 2021, Shareholders had voted down each and every one of the resolutions proposed for the appointment of the Proposed New Directors at the 6 December EGM, thereby rejecting the appointments of these nominee directors of the Requisitioning Shareholders.
2. Following the 6 December EGM, the Company has on 7 December 2021, via its Continuing Sponsor, received certain queries from the SGX Regco to the Company and the Requisitioning Shareholders as shown in the table above, to which the Requisitioning Shareholders have responded on 7 December 2021 to the first two questions which the Company has reproduced verbatim as shown in the table above.
3. The Board would like to take this opportunity to raise its objections to the continued holding of the 15 December EGM and express its disquiet with the conduct of the Requisitioning Shareholders, inter alia, for the following reasons:
   4.1 Following the outcome of the 6 December EGM, it may no longer be legally viable to put into effect the resolutions for the removal of the Incumbent Directors, as proposed by the Requisitioning Shareholders, inter alia, for the following reasons:
4. 1. Article 83 of the Constitution of the Company stipulates that the number of Directors on the Board shall not be less than two (2); and
   2. Section 145(5) of the Companies Act (Cap 50) (the "Act") stipulates that a director of a company shall not resign or vacate his office unless there is remaining in the company at least one director who is ordinarily resident in Singapore; and any purported resignation or vacation of office in breach of such sub-sectionshall be deemed to be invalid.

If the Requisitioning Shareholders insist on following through with the 15 December EGM, and in the event the resolutions for the removal of the Incumbent Directors are all passed, the Company will be put in a position of breaching not only its Constitution but also the Act, since all the Incumbent Directors would have been purportedly voted out of office.

In view of the foregoing, it is questionable if the 15 December EGM can be considered as validly held, or if validly held, whether the resolutions, if passed (including through the exercise of the Requisitioning Shareholders' voting rights), can be considered as validly passed.

4.2 While the Act does provide an avenue for members to call for an extraordinary general meeting pursuant to section 177 of the Act, assuming they hold the requisite number of shares, this is not an avenue that should be used or exploited, with little or no regard for the law (as elaborated above) or Shareholders' expressions of will or intention:

1. The Requisitioning Shareholders' reasons for calling for the removal of the Incumbent Directors have been made known to Shareholders in conjunction with their proposal for Shareholders to vote in their own nominee directors at the 6 December EGM, but Shareholders have chosen not to support this, by not voting for the relevant resolutions at the 6 December EGM.
2. As noted in the Company's announcement on 7 December 2021, the Requisitioning Shareholders have, by exercising their rights under section 177 of the Act, called for yet another extraordinary general meeting to get Shareholders to reconsider the appointment of the Proposed New Directors.
   Such repeated attempts by the Requisitioning Shareholders to change the Board through the exercise of their rights to requisition for extraordinary general meetings pursuant to section 177 of the Act is causing delays to the completion of the Proposed

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Transactions, which were otherwise making good progress following the receipt of certain regulatory approvals.

Furthermore, while the Requisitioning Shareholders have stated their belief that the Proposed New Directors will be able to help to maximise Shareholders' value by "improving the deal structure that was proposed in the previous acquisition announcement for the benefit of all Shareholders" , the Board would like to point out that the Company would not have any legal basis to unwind or seek to change the terms of previously agreed to contractual agreement(s), and may even be liable for potential breach of contract should it unilaterally seek to do so. Shareholders should also note that as announced on 30 November 2021, the long-stop date for satisfaction of conditions precedent in relation to the Proposed Transactions is 31 December 2021.

4.3 The Company is currently seeking legal advice and will announce its courses of action at the appropriate times, in response to Requisition Shareholders' subsequent actions.

5. The Company will continue to make the necessary announcements to update shareholders on material developments as and when appropriate.

IN THE MEANTIME, SHAREHOLDERS AND OTHER INVESTORS ARE ADVISED TO EXERCISE CAUTION WHEN DEALING IN THE SECURITIES OF THE COMPANY. SHAREHOLDERS AND OTHER INVESTORS ARE ADVISED TO READ ANY ANNOUNCEMENTS BY THE COMPANY CAREFULLY. THEY SHOULD CONSULT THEIR STOCKBROKERS, BANK MANAGERS, SOLICITORS, ACCOUNTANTS, TAX ADVISORS OR OTHER PROFESSIONAL ADVISORS IF THEY ARE IN ANY DOUBT AS TO THE ACTIONS THEY SHOULD TAKE.

By Order of the Board

QT VASCULAR LTD.

Sho Kian Hin Director

8 December 2021

This announcement 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 document, including the correctness of any of the statements or opinions made or reports contained in this document.

The contact person for the Sponsor is Ms Lim Hui Ling, 16 Collyer Quay, #10-00 Income at Raffles, Singapore 049318, [e-mail].

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