Notice of EGM For The Full Year Ended 31 May 2024 Download Circular | Download Notice of EGM | Download EGM Proxy Form

2

DEFINITIONS

In this Circular, the following definitions shall apply throughout unless the context otherwise requires or it is otherwise stated:

3

4

5

DEFINITIONS

The terms "Depositor", "Depository Agent" and "Depository Register" shall have the same meanings ascribed to them respectively in Section 81SF of the SFA.

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 and vice versa. References to persons shall, where applicable, include corporations.

Any reference in this Circular to any statute or enactment is a reference to that statute or enactment as for the time being amended or re-enacted. Any word or term defined under the Companies Act, the SFA, the Catalist Rules or any statutory modification thereof and used in this Circular shall, where applicable, have the meaning ascribed to it under the Companies Act, the SFA, the Catalist Rules or any statutory modification thereof, as the case may be, unless otherwise provided.

Any reference in this Circular to "Rule" or "Chapter" is a reference to a relevant rule or Chapter in the Catalist Rules as for the time being, unless otherwise stated.

Any reference to a time of day in this Circular shall be a reference to Singapore time, unless otherwise stated. Any discrepancies in this Circular between the amounts listed and the total thereof are due to rounding. Accordingly, figures shown as totals in this Circular may not be an arithmetic aggregation of the figures which precede them.

6

LETTER TO SHAREHOLDERS

4 September 2024

To: The Shareholders of HC Surgical Specialists Limited

Dear Shareholder,

1. INTRODUCTION

The Directors are proposing an EGM, to be held on 26 September 2024, to seek the approval of the Shareholders in relation to the following matters:

1. the proposed amendments to the Constitution of the Company; and
2. the proposed renewal of the Share Buy-Back Mandate.

The purpose of this Circular is to provide Shareholders with information relating to, and to seek Shareholders' approval for, the above proposals to be tabled at the EGM. The Notice of EGM is set out on pages N-1 to N-4 of this Circular.

The SGX-ST and Sponsor take no responsibility for the contents of this Circular, including the accuracy, completeness or correctness of any of the information, statements or opinions made or reports contained in this Circular.

Allen Overy Shearman Sterling LLP has been appointed as the legal adviser to the Company as to Singapore law in relation to the preparation of this Circular in respect of the proposed amendments to the Constitution of the Company.

2. THE PROPOSED AMENDMENTS TO THE CONSTITUTION

1. On 31 March 2017, amendments to the Catalist Rules came into effect to, inter alia, enable listed companies to use electronic communications to transmit annual reports and other documents to their shareholders, provided such companies have obtained consent, whether express, deemed or implied, from the relevant shareholder(s).
2. Rule 730 of the Catalist Rules provides that if an issuer amends its Constitution or other constituent documents, they must be made consistent with all the listing rules prevailing at the time of amendment.
3. As such, the Company is proposing to amend its Constitution to:
4. 1. allow for electronic transmission of circulars and annual reports to Shareholders to enable greater efficiency and cost savings in the transmission of documents from the Company to the Shareholders;
   2. provide that the Directors may approve and implement voting methods to allow Shareholders the option to vote in absentia, including but not limited to voting by mail, electronic mail or facsimile;

7

LETTER TO SHAREHOLDERS

1. provide that Shareholders may participate in general meetings by electronic means if the
   Company is mandated under the Companies Act, the listing rules of the SGX-ST and/or applicable law to allow such participation by electronic means; and
2. allow for the Company and/or its agents and service providers to collect, use and disclose personal data of Shareholders and their appointed proxies or representatives.

The proposed amendments to the Constitution, struck through for deletions and underlined for insertions, are set out in full in Appendix A of this Circular and are subject to Shareholders' approval by special resolution.

2.4 Summary of the Proposed Amendments to the Constitution

1. Amendments to Definitions
   It is proposed that:
2. 1. the definition of "Act" shall be amended to refer to the Companies Act 1967 of
      Singapore, and the expressions "Depositor", "Depository", "Depository Agent", "Depository Register" shall be amended to the meanings ascribed to them respectively in the Securities and Futures Act in line with the universal revision of Singapore's Act of Parliament per the 2020 Revised Edition of Acts;
   2. a new definition "Electronic Communication" shall be included which shall have the meaning ascribed to it in the Companies Act; and
   3. the reference to "in writing" shall be amended to include printing and lithograph and any other mode or modes of representing, or representing words, symbols or other information which may be displayed in visible form, whether in a physical document or in an Electronic Communication form or otherwise;
   4. the definition "telecommunication system" shall be deleted; and
   5. in respect of:
   6. 1. Regulation 105(B) and Regulation 148, the reference to "electronic communications"; and
      2. Regulation 111, the reference to "electronic communication",

shall be amended to "Electronic Communication".

1. New Regulation 56A
   It is proposed that a new Regulation 56A be added to provide that Shareholders may participate in general meetings by electronic means if the Company is mandated under the Companies Act, the listing rules of the SGX-ST and/or applicable law to allow such participation by electronic means. This is in line with Practice Note 7E of the Catalist Rules.
2. Amendments to Regulation 78 and 79
   Regulations 78 and 79 have been updated to clarify that:
3. 1. proxy forms may be submitted by Shareholders through Electronic Communication; and
   2. if a Shareholder submits a proxy form and subsequently attends the meeting in person and votes, the appointment of the proxy is deemed to be revoked at the point when the Shareholder attends the meeting. This is in line with Paragraph 5.4 of Practice Note 7E of the Catalist Rules.

8

LETTER TO SHAREHOLDERS

1. New Regulation 79A
   The new Regulation 79A sets out, inter alia, that the Directors may approve and implement voting methods to allow members who are unable to vote in person at any general meeting the option to vote in absentia, including but not limited to voting by mail, electronic mail or facsimile.
2. Amendments to Regulation 146
   It is proposed that Regulation 146 be amended to provide for the electronic transmission of documents (including financial statements or reports), following the introduction of simplified procedures for the sending of documents electronically pursuant to Part IV of Chapter 12 of the Catalist Rules and Section 387C of the Companies Act, as set out in Appendix A of this Circular. Companies can, subject to certain statutory safeguards, make use of these simplified procedures where a shareholder has given express, implied or deemed consent for the company to do so in accordance with the constitution of the company. The Company regards express consent as being given where a Shareholder gives notice in writing to the Company that he consents to having documents transmitted to him via electronic communications.
   Rule 1206(1) of the Catalist Rules provides that there is deemed consent ("Deemed Consent") from a shareholder where:
3. 1. the Articles of Association or other constituent document of the issuer:
   2. 1. provides for the use of electronic communications;
      2. specifies the manner in which electronic communications is to be used; and
      3. specifies that the shareholder will be given an opportunity to elect, within a specified period of time, whether to receive such document by way of electronic communications or as a physical copy; and
   3. the issuer has separately notified the shareholder directly in writing on at least one occasion of the following:
   4. 1. that the shareholder has a right to elect, within a time specified in the notice from the issuer, whether to receive documents in either electronic or physical copies;
      2. that if the shareholder does not make an election, documents will be sent to the shareholder by way of electronic communications;
      3. the manner in which electronic communications will be used is the manner specified in the Articles of Association or other constituent document of the issuer;
      4. that the election is a standing election, but that the shareholder may make a fresh election at any time; and
      5. until the shareholder makes a fresh election, the election that is conveyed to the issuer last in time prevails over all previous elections as the shareholder's valid and subsisting election in relation to all documents to be sent.

9

LETTER TO SHAREHOLDERS

Rule 1206(2) of the Catalist Rules provides that a shareholder has given implied consent ("Implied Consent") where the Articles of Association or other constituent document of the issuer:

1. provides for the use of electronic communications;
2. specifies the manner in which electronic communications is to be used; and
3. provides that the shareholder shall agree to receive such document by way of such electronic communications and shall not have a right to elect to receive a physical copy of such document.

However, Rule 1207 of the Catalist Rules provides that an issuer shall send the following documents to shareholders by way of physical copies:

1. forms or acceptance letters that shareholders may be required to physically complete;
2. notice of meetings, excluding circulars or letters referred in that notice;
3. notices and documents relating to takeover offers and rights issues; and
4. notices under Rules 1208 and 1209 of the Catalist Rules.

Rule 1208 of the Catalist Rules also provides that when an issuer uses electronic communications to send a document to a shareholder, the issuer shall inform the shareholder as soon as practicable of how to request a physical copy of that document from the issuer. The issuer shall provide a physical copy of that document upon such request.

Rule 1209 of the Catalist Rules provides that if the issuer uses website publication as the form of electronic communications, the issuer shall separately provide a physical notification to shareholders, notifying them of the following:

1. the publication of the document on the website;
2. if the document is not available on the website on the date of notification, the date on which it will be available;
3. the address of the website;
4. the place on the website where the document may be accessed; and
5. how to access the document.

Under Section 387C of the Companies Act, regulations may be made to exclude any notice or document, or any class of notices or documents, from the application of Section 387C, provide for safeguards for the use of electronic communications under Section 387C, and provide that a shareholder who is deemed to have consented to receive notices or documents by way of electronic communications may make a fresh election to receive such notices or documents as a physical copy and the manner in which the fresh election may be made. Certain safeguards for the use of the deemed consent and implied consent regimes are prescribed under Regulation 89C of the Companies Regulations. Regulation 89D of the Companies Regulations provides that notices and documents relating to any take-over offer of the company and any rights issue by the company are excluded from the application of Section 387C of the Companies Act.

10