General Announcement:: Receipt of SGX-ST Principle Approval

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QT VASCULAR LTD.

(Company registration number 201305911K)

(Incorporated in Singapore)

  1. PROPOSED ACQUISITION OF 60% OF THE HEALTH GROUP
  2. PROPOSED SUBSCRIPTION FOR 4,055,555,556 NEW COMMON SHARES IN NEWCO’S CAPITAL AT AN ISSUE PRICE OF S $ 0.0018 PER SHARE
    • RECEIPT OF APPROVAL IN PRINCIPLE OF SGX-ST

Unless otherwise defined, all capitalized terms used in this document will have the same meanings ascribed to them in QT Vascular Ltd. (the “Society“) announcement of May 25, 2021.

Following the Company’s announcements dated May 25, 2021, November 18, 2021 and November 19, 2021, the Board of Directors (“Directors“) of the Company wishes to announce that the Company obtained on November 29, 2021 SGX-Regco’s approval in principle for listing and listing (“LQN“) from:

  1. up to 2,268,306,358 new ordinary shares in the capital of NewCo (“NewCo actions“), to be allocated and issued to existing Shareholders of the Company (“Program actions“) on the basis of one (1) NewCo Share for each (1) Share held by each existing Shareholder of the Company (“Proposed restructuring“);
  2. up to 277,777,778 NewCo shares to be allotted and issued to the seller upon completion of the proposed acquisition (“Counterpart actions“);
  3. up to 4,055,555,556 NewCo Shares to be issued to Investors following the proposed Subscription (“Placement actions“); and
  4. up to 65,995,871 NewCo shares to be issued following the exercise of outstanding options under the Company’s existing option plans1, the acquisition of share awards and unlisted outstanding warrants issued to GEM Global Yield Fund LLC SCS (“Conversion actions“).

Listing and listing of NewCo shares are subject to the following conditions:

  1. Shareholder approval is being obtained for plan resolution2 at the program meeting;
  2. Relevant approvals, including pending court approval for the Company’s program; and
  3. The company’s respect for SGX-ST Registration Requirements.

Placement Shares must be placed within 7 trading days from the date of the General Meeting.

  • This includes the 2014 QTV employee stock option plan, the 2013 QTV action plan, the 2010 stock incentive plan and the 2005 action plan, grants under the vascular restricted stock plan. QT 2015.
  • The plan will be approved by way of a single resolution which would be subject to shareholder approval for the proposed restructuring of the company, the proposed acquisition, the proposed diversification, the proposed subscription, the proposed transfer of the majority stake in the company to each of the investors, the proposed modification to the Company’s option plans as listed above, the allotments and warrants, and the proposed distribution to all authorized shareholders for any proceeds that may be received by the Society.

In the event that the Company acquires an asset and / or a business from the Seller and / or Investors and / or their related parties / associates, SGX-Regco reserves the right to combine acquisitions and consider injections of assets. subsequent as a very substantial acquisition. or reverse takeover under Catalist Rule 1015.

The LQN should not be taken as an indication of the merits of the Scheme, Scheme Shares, Counterpart Shares, Placement Shares, Conversion Shares, NewCo, the Company and / or its subsidiaries.

SHAREHOLDERS AND OTHER INVESTORS ARE ADVISED TO EXERCISE CAUTION WHEN TRADING IN THE SECURITIES OF THE COMPANY BECAUSE THERE IS NO CERTAINTY OR GUARANTEE THAT THE PROPOSED SCHEME WILL BE ACHIEVED. THIS IS IN PARTICULAR FOR THE COMPANY’S RECEPTION OF THE NOTICE OF INTENT TO CONVENE THE EXTRAORDINARY GENERAL MEETING OF CERTAIN SHAREHOLDERS ANNOUNCED ON NOVEMBER 17, 2021 AND THE SUBSEQUENT SENDING OF THE CIRCULARs BY THESE SHAREHOLDERS ON NOVEMBER 20, 2021.

SHAREHOLDERS AND OTHER INVESTORS ARE ADVISED TO READ ALL ANNOUNCEMENTS OF THE COMPANY CAREFULLY. THEY SHOULD CONSULT THEIR DEALERS, BANK DIRECTORS, LAWYERS, ACCOUNTANTS, TAX ADVISORS OR OTHER PROFESSIONAL ADVISORS WHEN IN DOUBT AS TO THE ACTIONS THEY SHOULD TAKE.

By order of the board of directors

QT VASCULAR LTD.

Sho Kian Hin

Independent director

November 30, 2021

This announcement has been reviewed by the Company’s sponsor, PrimePartners Corporate Finance Pte. Ltd. (“Sponsor“). It has not been reviewed or approved by the Singapore Exchange Securities Trading Limited (the”To exchange“) and the Bourse assumes no responsibility for the content of this advertisement, including the accuracy of any statements or opinions made or reports contained in this advertisement.

The contact person for the sponsor is Ms. Lim Hui Ling, 16 Collyer Quay, # 10-00 Income at Raffles, Singapore 049318, [email protected]g.

Disclaimer

QT Vascular Ltée. published this content on November 30, 2021 and is solely responsible for the information it contains. Distributed by Public, unedited and unmodified, on November 30, 2021 05:20:01 AM UTC.

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