AsiaMedic : Annual Report

APPENDIX A

This Appendix (as defi ned herein) is circulated to the Shareholders (as defi ned herein) of AsiaMedic Limited (the "Company") together with the Company's annual report for the fi nancial year ended 31 December 2022. Its purpose is to explain to Shareholders the rationale and provide information relating to the Proposed Renewal of the Share Purchase Mandate (as defined herein) to be tabled at the Annual General Meeting ("AGM") to be held by electronic means on 29 April 2023 at 9.30 a.m.

The Notice of AGM and Proxy Form are enclosed with the Annual Report 2022 (as defi ned herein).

If you are in any doubt about the contents of this Appendix or the action you should take, you should consult your legal, financial, tax or other professional advisers immediately.

If you have sold or transferred all your shares in the capital of AsiaMedic Limited (the "Company") held through The Central Depository (Pte) Limited ("CDP"), you need not forward the Annual Report 2022 (and the accompanying appendices (including this Appendix), the Notice of AGM and the Proxy Form) to the purchaser or transferee as arrangements will be made by CDP for the Annual Report 2022 (and the accompanying appendices (including this Appendix), the Notice of AGM and the Proxy Form) to be sent to the purchaser or transferee. If you have sold or transferred all your ordinary shares in the Company represented by physical share certifi cate(s), you should forward the Annual Report 2022 (and the accompanying appendices (including this Appendix), the Notice of AGM and the Proxy Form) immediately to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

This Appendix has been prepared by the Company and its contents have been reviewed by the Company's sponsor, Xandar Capital Pte Ltd (the "Sponsor"), for compliance with the Listing Manual (Section B: Rules of Catalist) of the Singapore Exchange Securities Trading Limited (the "SGX-ST").

This Appendix has not been examined or approved by the SGX-ST. The SGX-ST assumes no responsibility for the contents of this Appendix including the correctness of any of the statements made, opinions expressed or reports contained in this Appendix.

The contact person for the Sponsor is Ms Pauline Sim (Registered Professional, Xandar Capital Pte Ltd) Address: 3 Shenton Way, #24-02 Shenton House, Singapore 068805, Telephone number: (65) 6319 495

(Incorporated in the Republic of Singapore on 29 August 1974)

(Company Registration Number 197401556E)

APPENDIX IN RELATION TO THE PROPOSED

RENEWAL OF THE SHARE PURCHASE MANDATE

IMPORTANT DATES AND TIMES:
Last date and time for lodgement of Proxy Form	:	26 April 2023 at 9.30 a.m.
Date and time of Annual General Meeting	:	29 April 2023 at 9.30 a.m.

This page has been left intentionally blank.

	CONTENTS
		PAGE
DEFINITIONS	2
APPENDIX A
1.	INTRODUCTION	7
2.	THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE	7
3.	DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS	22
4.	ABSTENTION FROM VOTING	23
5.	INDEPENDENT DIRECTORS' RECOMMENDATION	23
6.	DIRECTORS' RESPONSIBILITY STATEMENT	23
7.	AGM	23
8.	ACTION TO BE TAKEN BY SHAREHOLDERS	23
9.	DOCUMENTS AVAILABLE FOR INSPECTION	24

10. COMPLIANCE WITH GOVERNING LAWS, REGULATIONS AND THE CONSTITUTION

DOCUMENTS AVAILABLE FOR INSPECTION

24

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DEFINITIONS

In this Appendix, unless otherwise stated or the context otherwise requires, the following words and expressions shall have the following meanings:

"ACRA"	: The Accounting and Corporate Regulatory Authority of Singapore
"AGM"	: The annual general meeting of the Company to be held on
		29 April 2023 at 9.30 a.m., notice of which is enclosed with the
		Annual Report 2022
"Annual Report 2022"	: The annual report of the Company for FY2022
"Appendix"		This Appendix to Shareholders in respect of, inter alia, the
		Proposed Renewal of the Share Purchase Mandate
"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; or
		(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
"Average Closing Price"	: Has the meaning ascribed to it in Section 2.3(d) of this Appendix
"Board" or "Board of Directors"	: The board of directors of the Company as at the date of this
		Appendix or from time to time, as the case may be
"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
"Company"	:	AsiaMedic Limited
"Companies Act"	: The Companies Act 1967 of Singapore, as may be amended,
		modified or supplemented from time to time
"Constitution"	: The constitution of the Company, as amended or modifi ed 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

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DEFINITIONS

"Controlling Shareholder"

: A person who:

1. holds directly or indirectly 15% or more of the total voting rights in the Company. The SGX-ST may determine that a person who satisfies this paragraph is not a Controlling Shareholder; or
2. in fact exercises control over the Company

"Director"	: A director of the Company as at the date of this Appendix or from
		time to time, as the case may be
"EPS"	:	Earnings per Share
"FY2022"	: The financial year ended 31 December 2022
"Group"	: The Company and its subsidiaries collectively
"Latest Practicable Date"	: 3 April 2023, being the latest practicable date prior to the printing
		of this Appendix
"Market Day"	: A day on which the SGX-ST is open for trading of securities
"Notice of AGM"	: The notice of the annual general meeting as set out in the Annual
		Report 2022
"NTA"	:	Net tangible assets
"Off-Market Purchase"	: Has the	meaning	ascribed	to	it	in	Section	2.3(c)(ii)	of	this
		Appendix
"On-Market Purchase"	: Has the	meaning	ascribed	to	it	in	Section	2.3(c)(i)	of	this
		Appendix
"Ordinary Resolution"	: The ordinary resolution as set out in the Notice of AGM
"Other Exchange"	: Has the	meaning	ascribed	to	it	in	Section	2.3(c)(i)	of	this
		Appendix
"Proposed Renewal of the	: Has the meaning ascribed to it in Section 2.1 of this Appendix
Share Purchase Mandate"
"Proxy Form"	: The proxy form in respect of the AGM as set out in the Annual
		Report 2022
"Relevant Period"	: Has the meaning ascribed to it in Section 2.3 of this Appendix
"Securities Accounts"	: The securities accounts maintained	by Depositors with CDP,
		but not including the securities accounts maintained with a
		Depository Agent
"SFA"	: The Securities and Futures Act 2001 of Singapore, as may be
		amended or modified from time to time
"SGX-ST"	: Singapore Exchange Securities Trading Limited

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