AsiaMedic : Annual Report

APPENDIX B

This Appendix is circulated to Shareholders of AsiaMedic Limited (the "Company") together with the Company's Annual Report. Its purpose is to explain to Shareholders the rationale and provide information relating to the proposed renewal of the general mandate for recurrent transactions with specific interested persons ("IPT General Mandate") to be tabled at the Annual General Meeting ("AGM") to be held by electronic means on 29 April 2023, 9.30 a.m.

The Notice of AGM and Proxy Form are enclosed with the Annual Report.

If you are in any doubt about its contents or the action you should take, you should consult your legal, financial, tax or other professional adviser 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 (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 (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 certificate(s), you should forward the Annual Report (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) (the "Catalist Rules") 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 or opinions made, or reports contained in this Appendix.

The contact person for the Sponsor is Ms Pauline Sim (Registered Professional, Xandar Capital Pte Ltd) at 3 Shenton Way, #24-02 Shenton House, Singapore 068805. Telephone number: (65) 63194954.

(Registration Number: 197401556E)

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

APPENDIX IN RELATION TO THE PROPOSED RENEWAL

OF THE INTERESTED PERSON TRANSACTIONS GENERAL MANDATE

	CONTENTS
		PAGE
DEFINITIONS	3
APPENDIX B
1.	INTRODUCTION	6
2.	THE PROPOSED RENEWAL OF THE IPT GENERAL MANDATE	6
3.	DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS IN SHARES	14
4.	INDEPENDENT DIRECTORS' RECOMMENDATION	15
5.	ABSTENTION FROM VOTING	15
6.	ACTION TO BE TAKEN BY SHAREHOLDERS	16
7.	DIRECTORS' RESPONSIBILITY STATEMENT	16
8.	DOCUMENTS FOR INSPECTION	16
9.	COMPLIANCE WITH GOVERNING LAWS, REGULATIONS AND THE CONSTITUTION	16

2

DEFINITIONS

For the purpose of this Appendix, the following definitions have, where appropriate, been used:

"Act"	: The Companies Act 1967 of Singapore, as amended or modified
	from time to time
"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
	(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
"Associated Company"	: A company in which at least 20% but not more than 50% of its
	shares are held by the Company or the Group

"Audit and Risk Management : The audit and risk management committee of the Company from

Committee"		time to time
"Board"	: The board of Directors of the Company
"Catalist"	: The sponsor-supervised listing platform of the SGX-ST
"Catalist Rules"	: Any or all of the rules in the SGX-ST Listing Manual Section B:
		Rules of Catalist, as amended, supplemented or modified from
		time to time
"CDP"	: The Central Depository (Pte) Limited
"Controlling Shareholder"	:	A person who:
		(a) holds directly or indirectly 15% or more of the voting shares
		in the Company. The SGX-ST may determine that a person
		who satisfies this paragraph is not a Controlling Shareholder;
		or
		(b) in fact exercises control over a company
"CPF"	:	Central Provident Fund
"CPF Approved Nominees"	:	Agent banks included under the CPFIS
"CPFIS"	: Central Provident Fund Investment Scheme

3

DEFINITIONS

"Director"	: A director of the Company for the time being
"FY"	:	Financial year ended or ending 31 December, as the case may be
"Group"	: The Company and its Subsidiaries
"Independent Director"	: An independent director of the Company
"Interested Person	: The category of transactions set out in Section 2.4.2	of this
Transactions"		Appendix with the Interested Persons
"Interested Persons"	: The category of the Company's interested persons set	out in
		Section 2.4.1 of this Appendix
"IPT General Mandate"	: A general mandate given by Shareholders pursuant to Chapter 9
		of the Catalist Rules to authorise the Company and its Subsidiaries
		which are considered to be "entities at risk" within the meaning
		of Rule 904(2) of the Catalist Rules, in their ordinary course of
		businesses, to enter into categories of transactions with specified
		interested persons of the Company, provided that such transactions
		are entered into on an arm's length basis and on normal
		commercial terms and will not be prejudicial to the interests of the
		Company and its minority shareholders
"Latest Practicable Date"	: 3 April 2023, being the latest practicable date prior to the printing
		of this Appendix
"LMGPL"	: Luye Medical Group Pte. Ltd., a Controlling Shareholder as at the
		Latest Practicable Date
"Notice of AGM"	: The notice of AGM accompanying the Annual Report	of the
		Company
"Proxy Form"	:	The proxy form accompanying the Annual Report of the Company
"Shareholders"	: The registered holders of the Shares (other than the CDP) and
		in the case of Depositors, Depositors who have Shares entered
		against their names in the Depository Register
"Shares"	: Issued and paid-up ordinary shares in the capital of the Company
"Subsidiaries"	:	Shall bear the meaning ascribed in Section 5 of the Act and
		"Subsidiary" shall be construed accordingly
"Substantial Shareholder"	: A person who has an interest or interests in one or more voting
		Shares in the Company and the total votes attached to that Share,
		or those Shares, is not less than 5% of the total votes attached to
		all voting Shares of the Company

The terms "Depositor" and "Depository Register" shall have the meanings ascribed to them respectively by Section 81SF of the Securities and Futures Act 2001 of Singapore.

Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders.

4

DEFINITIONS

Any word defined under the Act or any statutory modification thereof and used in this Appendix shall have the meaning assigned to it under the said act.

Any reference to a time of a day in the Appendix is a reference to Singapore time.

5