CIRCULAR DATED 30 MARCH 2022

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY.

If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.

If you have sold or transferred all your shares in the capital of TalkMed Group Limited (the "Company") held through The Central Depository (Pte) Limited ("CDP"), you need not forward this Circular with the Notice of Extraordinary General Meeting ("EGM") and the attached proxy form to the purchaser or transferee as arrangements will be made by CDP for a separate Circular and accompanying documents to be sent to the purchaser or transferee. If you have sold or transferred all your shares represented by physical share certificate(s), you should immediately forward this Circular with the Notice of EGM and the attached proxy form 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 Circular has been reviewed by the Company's sponsor, Hong Leong Finance Limited (the "Sponsor"). It has not been examined or approved by the Singapore Exchange Securities Trading Limited (the "SGX-ST") and the SGX-ST 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 Mr Kaeson Chui, Vice President, at 16 Raffles Quay, #01-05

Hong Leong Building, Singapore 048581, telephone: (65) 6415 9886.

TALKMED GROUP LIMITED

(Incorporated in the Republic of Singapore) (Company Registration Number: 201324565Z)

CIRCULAR TO SHAREHOLDERS

IN RELATION TO:

THE PROPOSED TRANSFER OF THE LISTING OF THE COMPANY FROM THE CATALIST

TO THE MAINBOARD OF THE SGX-ST

Important Dates and Times

Last date and time to submit questions for the

:

7 April 2022 at 6.00 p.m.

Virtual Information Session ("VIS")

Last date and time to register to attend the VIS

:

7 April 2022 at 6.00 p.m.

Date and time of the VIS

:

11 April 2022 at 5.30 p.m.

Last date and time to register to attend the EGM

:

18 April 2022 at 6.00 p.m.

Last date and time for lodgement of Proxy Form

:

19 April 2022 at 6.30 p.m.

Date and time of EGM

:

21 April 2022 at 6.30 p.m. (or such earlier

or later time as soon as practicable

following the conclusion of the Annual

General Meeting of the Company to be

held at 6.00 p.m. on the same day)

Place of EGM

:

By way of electronic means

CONTENTS

DEFINITIONS .......................................................... 2

LETTER TO SHAREHOLDERS ............................................ 5

1.

INTRODUCTION ....................................................

5

2.

THE PROPOSED TRANSFER .........................................

5

3.

INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS .........

10

4.

DIRECTORS' RECOMMENDATIONS ....................................

11

5.

EXTRAORDINARY GENERAL MEETING ................................

11

6.

ACTIONS TO BE TAKEN BY SHAREHOLDERS ...........................

11

7.

DIRECTORS' RESPONSIBILITY STATEMENT ............................

13

8.

DOCUMENTS AVAILABLE FOR INSPECTION ............................

13

N-1

P-1

NOTICE OF EXTRAORDINARY GENERAL MEETING ..........................

PROXY FORM .........................................................

In this Circular, unless the context otherwise requires, the following terms or expressions shall have the following meanings:

"Board"

  • : The board of directors of the Company as at the date of this Circular

    "Catalist"

  • : The sponsor-supervised listing platform of the SGX-ST

    "Catalist Rules"

  • : The SGX-ST Listing Manual Section B: Rules of Catalist, as may be amended, modified or supplemented from time to time

    "CDP"

  • : The Central Depository (Pte) Limited

    "Circular"

  • : This circular to Shareholders dated 30 March 2022

    "Companies Act"

  • : The Companies Act 1967, as amended or modified from time to time

    "Company"

  • : TalkMed Group Limited (Company Registration Number: 201324565Z), a company incorporated in the Republic of Singapore with its registered office at 101 Thomson Road, #09-02, United Square, Singapore 307591

    "Directors"

  • : The directors of the Company as at the date of this Circular

    "EGM"

  • : The extraordinary general meeting of the Company, to be convened for the purposes of considering and, if thought fit, passing with or without modifications, the Proposed Transfer as set out in the Notice of EGM

    " FY"

  • : Financial year ended 31 December

    "Group"

  • : The Company and its subsidiaries, collectively

    "Latest Practicable Date"

  • : 28 March 2022, being the latest practicable date prior to the issuance of this Circular

    "Listing Manual"

  • : Catalist Rules or Mainboard Rules (as the case may be), as amended, modified or supplemented from time to time

    "Mainboard"

  • : The mainboard of the SGX-ST

    "Mainboard Rules"

  • : The rules of the Listing Manual applicable to issuers listed on the Mainboard, as amended, modified or supplemented from time to time

    "Notice of EGM"

  • : The notice of EGM which is as set out on pages N-1 to N-4 of this Circular

"Proposed Transfer"

  • : The proposed transfer of the listing of the Company from the Catalist to the Mainboard, more particularly described in Section 2 of this Circular

    "SFA"

  • : Securities and Futures Act 2001, as amended or modified from time to time

    "SGX-ST " or " Exchange"

  • : Singapore Exchange Securities Trading Limited

    "Shareholders"

  • : Persons (other than CDP) who are for the time being registered as holders of Shares in the register of members maintained by the Company and Depositors who have Shares entered against their names in the Depository Register

    "Shares"

  • : Ordinary shares in the issued share capital of the Company

    "Special Resolution"

  • : A resolution proposed and passed as such by a majority consisting at least 75% of the total number of votes cast for and against such resolution at a meeting of Shareholders

    "Sponsor"

  • : Hong Leong Finance Limited

    "S$ " and " cents"

  • : Singapore dollars and cents respectively, being the lawful currency of the Republic of Singapore

    "VIS"

  • : The virtual information session to be held prior to the closing date and time for the lodgement of the proxy forms before the EGM

    "% " or " per cent."

  • : Percentage or per centumThe terms "Depositor "," Depository "," Depository Agent "and" Depository Register" shall have the meanings ascribed to them respectively in Section 81SF of the SFA.

The terms "associates " and " controlling shareholders" shall have the meanings ascribed to them respectively in the Catalist Rules.

The terms "subsidiaries " and " Substantial Shareholders" shall have the meanings ascribed to them respectively in the Companies Act.

Any reference in this Circular to "Section" is a reference to the relevant section of this Circular, unless otherwise stated or as the context permits.

Any reference in this Circular to "Rule " or " Chapter" is a reference to the relevant rule or chapter in the Listing Manual, unless otherwise stated.

Words importing the singular shall, where applicable, include the plural and vice versa. Words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall, where applicable, include corporations.

The headings in this Circular are inserted for convenience only and shall be ignored in construing this Circular.

Any discrepancies in the tables in this Circular between the listed amounts and the totals thereof are due to rounding. Accordingly, figures shown as totals may not be an arithmetic aggregation of the figures that precede them.

Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined under the Companies Act, the Listing Manual or such statutory modification thereof and not otherwise defined in this Circular shall have the same meaning assigned to it under the Companies Act, the Listing Manual or any statutory modification thereof, as the case may be.

Any reference to a time of day and date in this Circular shall be a reference to Singapore time and date respectively, unless otherwise stated.

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Talkmed Group Ltd. published this content on 30 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 April 2022 08:47:04 UTC.