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AJJ MEDTECH HOLDINGS LIMITED Proxy Solicitation & Information Statement 2025

Dec 23, 2025

67652_rns_2025-12-23_d5c798a4-0a1b-46a6-93b4-7ba72dad4132.pdf

Proxy Solicitation & Information Statement

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NOTICE OF EXTRAORDINARY GENERAL MEETING

AJJ MEDTECH HOLDINGS LIMITED

(Incorporated in the Republic of Singapore) (Company Registration No. 198403368H)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of AJJ Medtech Holdings Limited (the “ Company ”) will be held at 8 Commonwealth Lane, #02-04 Grande Building, Singapore 149555 on Wednesday, 7 January 2026 at 10:00 a.m. (the “ EGM ”), for the purpose of considering and, if thought fit, passing, with or without amendments, the ordinary resolutions set out below.

Unless otherwise defined, all capitalised terms used herein shall bear the same meanings as ascribed to them in the circular to shareholders issued by the Company dated 23 December 2025 (the “ Circular ”).

ORDINARY RESOLUTION 1

THE PROPOSED CHANGE OF AUDITORS

IT IS RESOLVED that:

  • (a) the resignation of PKF as auditors of the Company be and is hereby noted and accepted and that UHY, having consented to act, be and are hereby appointed as auditors of the Company in place of PKF and to hold office until the conclusion of the next annual general meeting of the Company, at such remuneration and on such terms to be agreed between the Directors of the Company and UHY; and

  • (b) the Directors and each of them be and are hereby authorised to take any and all steps and to complete and do all such acts and things (including without limitation, executing all such documents as may be required) as they and/or he or she may in their and/or his or her absolute discretion consider necessary, desirable, expedient or in the interests of the Company in order to implement, complete or give effect to the Proposed Change of Auditors and all matters and transactions as contemplated in this resolution.

Explanatory Note to Ordinary Resolution 1 :

In accordance with the requirements pursuant to Rule 712(3) of the Catalist Rules:

  • (a) the outgoing auditors of the Company, PKF, have confirmed, via its professional clearance letter dated 21 November 2025, that they know of no professional reasons why UHY should not accept appointment as the new auditors of the Company;

  • (b) the Company confirms that there were no disagreements with PKF on accounting treatments within the last 12 months of the Latest Practicable Date;

  • (c) the Company confirms that it is not aware of any circumstances connected with the Proposed Change of Auditors that should be brought to the attention of the Shareholders which has not been disclosed in the Circular;

  • (d) the Company confirms that the specific reasons for the Proposed Change of Auditors are as disclosed in Section 2.1 of the Circular. The Proposed Change of Auditors is neither due to the dismissal of PKF nor PKF declining to stand for election at the next AGM; and

  • (e) the Company confirms that it is in compliance with Rules 712 and 715 of the Catalist Rules in relation to the proposed appointment of UHY as the new auditors of the Company.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTION 2

THE PROPOSED PARTICIPATION BY DR ZHANG JIAN, BEING A CONTROLLING SHAREHOLDER OF THE COMPANY, IN THE AJJ PERFORMANCE SHARE PLAN 2024

IT IS RESOLVED that:

  • (a) pursuant to Rule 852 of the Catalist Rules, approval be and is hereby given for the participation by Dr Zhang Jian in the AJJ PSP 2024 (the “ Proposed ZJ Participation ”); and

  • (b) the Directors and each of them be and are hereby authorised to take any and all steps and to complete and do all such acts and things (including without limitation, executing all such documents as may be required) as they and/or he or she may in their and/or his or her absolute discretion consider necessary, desirable, expedient or in the interests of the Company in order to implement, complete or give effect to the Proposed ZJ Participation and all matters and transactions as contemplated in this resolution.

Explanatory Notes to Ordinary Resolution 2 :

  • (1) Dr Zhang Jian shall, and shall procure that his associates (including his daughter, Ms Zhang Yulei, holding 5.11% of the total issued Shares as at Latest Practicable Date) shall, abstain from voting on this Ordinary Resolution 2 in respect of their respective shareholdings in the Company (if any) and shall not accept nomination as proxies unless specific instructions have been given in the Proxy Form(s) by the Shareholder(s) appointing them on how he / she / they wish(es) his / her / their vote(s) to be cast.

  • (2) Pursuant to Rule 858 of the Catalist Rules, Shareholders who are eligible to participate in the AJJ PSP 2024 shall, and shall procure that their respective associates shall, abstain from voting on this Ordinary Resolution 2 in respect of their respective shareholdings in the Company (if any) and shall not accept nomination as proxies unless specific instructions have been given in the Shareholder Proxy Form(s) by the Shareholder(s) appointing them on how he/she/they wish(es) his/her/their vote(s) to be cast.

  • (3) Shareholders should note that the passing of Ordinary Resolution 3 in respect of the proposed grant of the Awards (comprising 20,000,000 new Shares) to Dr Zhang Jian under the AJJ PSP 2024 is conditional on the passing of this Ordinary Resolution 2 in respect of the proposed participation by Dr Zhang Jian, being a Controlling Shareholder, in the AJJ PSP 2024. This means that if this Ordinary Resolution 2 is not approved by Shareholders, Ordinary Resolution 3 will not be tabled for Shareholders’ approval.

ORDINARY RESOLUTION 3

THE PROPOSED GRANT OF AWARDS TO DR ZHANG JIAN UNDER THE AJJ PERFORMANCE SHARE PLAN 2024

IT IS RESOLVED that, subject and contingent upon the passing of Ordinary Resolution 2:

  • (a) Pursuant to Rule 852 of the Catalist Rules, the proposed offer and grant of the Awards comprising 20,000,000 new Shares to Dr Zhang Jian, being a Controlling Shareholder, pursuant to and in accordance with the rules of the AJJ PSP 2024 and on the following terms be and is hereby approved:

Date of grant of Award : Within one year from the date of the EGM Aggregate number of Shares : 20,000,000 new Shares comprised in the Award to be granted Vesting period of the Award : 100% of the Shares vest immediately upon date of grant

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NOTICE OF EXTRAORDINARY GENERAL MEETING

  • (b) the Directors and each of them be and are hereby authorised to take any and all steps and to complete and do all such acts and things (including without limitation, executing all such documents as may be required) as they and/or he or she may in their and/or his or her absolute discretion consider necessary, desirable, expedient or in the interests of the Company in order to implement, complete or give effect to the Proposed Grant of ZJ Awards and all matters and transactions as contemplated in this resolution.

Explanatory Notes to Ordinary Resolution 3 :

  • (1) Dr Zhang Jian shall, and shall procure that his associates (including his daughter, Ms Zhang Yulei, holding 5.11% of the total issued Shares as at Latest Practicable Date) shall, abstain from voting on this Ordinary Resolution 3 in respect of their respective shareholdings in the Company (if any) and shall not accept nomination as proxies unless specific instructions have been given in the Proxy Form(s) by the Shareholder(s) appointing them on how he / she / they wish(es) his / her / their vote(s) to be cast.

  • (2) Pursuant to Rule 858 of the Catalist Rules, Shareholders who are eligible to participate in the AJJ PSP 2024 shall, and shall procure that their respective Associates shall, abstain from voting on this Ordinary Resolution 3 in respect of their respective shareholdings in the Company (if any) and shall not accept nomination as proxies unless specific instructions have been given in the Shareholder Proxy Form(s) by the Shareholder(s) appointing them on how he/she/they wish(es) his/her/their vote(s) to be cast.

  • (3) Shareholders should note that the passing of this Ordinary Resolution 3 in respect of the proposed grant of the Awards (comprising 20,000,000 new Shares) to Dr Zhang Jian under the AJJ PSP 2024 is conditional on the passing of Ordinary Resolution 2 in respect of the proposed participation by Dr Zhang Jian, being a Controlling Shareholder, in the AJJ PSP 2024. This means that if this Ordinary Resolution 2 is not approved by Shareholders, this Ordinary Resolution 3 will not be tabled for Shareholders’ approval.

BY ORDER OF THE BOARD

Zhao Xin

Chief Executive Officer and Executive Director Singapore, 23 December 2025

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NOTICE OF EXTRAORDINARY GENERAL MEETING

IMPORTANT NOTES:

HOLDING OF THE EXTRAORDINARY GENERAL MEETING

1. PROXY AND VOTING AT THE EGM

  • 1.1. Shareholders may attend, speak and vote at the EGM or appoint proxy or proxies to attend, speak and vote on their behalf at the EGM. A proxy need not be a member of the Company.

  • 1.2. If a Shareholder wishes to appoint a proxy or proxies to vote on their behalf at the EGM, a duly executed Proxy Form must be submitted in hard copy form or electronically via email:

  • (a) if submitted by post, to be deposited with the Company’s polling agent, Tricor Barbinder Share Registration Services, at 9 Raffles Place, #26-01, Republic Plaza Tower I, Singapore 048619; or

  • (b) if submitted by way of electronic means, to be submitted via email in Portable Document Format (PDF) to the Company’s polling agent, at [email protected],

in either case, by 5 January 2026, 10:00 a.m., being no less than 48 hours before the time appointed for the holding of the EGM and/or any adjournment thereof and in default, the Proxy Form shall be treated as invalid. The completion and return of a Proxy Form by a Shareholder does not preclude him from attending and voting in person at the EGM should he subsequently decide to do so, although the appointment of the proxy shall be deemed to be revoked by such attendance.

  • 1.3. In appointing the Chairman of the EGM as proxy, Shareholders should specifically indicate in the Proxy Form how they wish to vote for or vote against (or abstain from voting on) the resolutions set out in the Notice of EGM, failing which the appointment of the Chairman of the EGM as proxy for that resolution will be treated as invalid.

  • 1.4. The Proxy Form must be under the hand of the appointor or of his attorney duly authorised in writing and where such instrument is executed by a corporation, it must be executed either under its common seal or under the hand of its attorney or a duly authorised officer. Where a Proxy Form is signed on behalf of the appointer by an attorney, the power of attorney (or other authority) or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid.

  • 1.5. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the EGM, in accordance with its constitution and Section 179 of the Companies Act, and the person so authorised shall upon production of a copy of such resolution certified by a director of the corporation to be a true copy, be entitled to exercise the powers on behalf of the corporation so represented as the corporation could exercise in person if it were an individual.

  • 1.6. A Shareholder who is not a Relevant Intermediary (as defined below) is entitled to appoint not more than two (2) proxies to attend, speak and vote at the EGM. Where such Shareholder’s Proxy Form appoints more than one (1) proxy, the proportion of his/her/its shareholding concerned to be represented by each proxy shall be specified in the Proxy Form. If no proportion is specified, the Company shall be entitled to treat the first named proxy as representing the entire shareholding and any second named proxy as an alternate to the first named or at the Company’s option to treat this Proxy Form as invalid.

A Shareholder who is a Relevant Intermediary (as defined below) is entitled to appoint more than two (2) proxies to attend, speak and vote at the EGM, but each proxy must be appointed to exercise the rights attached to a different Share or Shares held by such Shareholder. Where such Shareholder’s Proxy Form appoints more than two (2) proxies, the number and class of Shares in relation to which each proxy has been appointed shall be specified in the Proxy Form.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

1.7. SRS and CPF investors:

  • (a) may attend and vote at the EGM if they are appointed as proxies by their SRS Operators or CPF Agent Banks, and should contact their SRS Operators or CPF Agent Banks if they have any queries regarding their appointment as proxies; or

  • (b) may appoint the Chairman of the EGM as proxy, in which case they should approach their respective SRS Operators or CPF Agent Banks to submit their votes by 5:00 p.m. on 26 December 2025, being at least 7 working days before the EGM.

  • 1.8. A “ Relevant Intermediary ” is:

  • (a) a banking corporation licensed under the Banking Act 1970 of Singapore or a wholly-owned subsidiary of such a banking corporation, whose business includes the provision of nominee services and who holds shares in that capacity; or

  • (b) a person holding a capital markets services licence to provide custodial services for securities under the SFA and who holds shares in that capacity; or

  • (c) the Central Provident Fund Board established by the Central Provident Fund Act 1953 of Singapore, in respect of shares purchased under the subsidiary legislation made under that Act providing for the making of investments from the contributions and interest standing to the credit of members of the Central Provident Fund, if the Board holds those shares in the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation.

2. QUESTIONS

  • 2.1. Shareholders and duly appointed proxy or proxies will be able to ask questions relating to the resolution to be tabled for approval at the EGM. The Company will endeavour to respond to and address substantial and relevant questions as far as reasonably practicable during the EGM. Where there are substantially similar questions, the Company will consolidate such questions and consequently, not all questions may be individually addressed.

  • 2.2. Alternatively, Shareholders can submit their questions relating to the resolutions to be tabled for approval at the EGM in advance of the EGM:

  • (a) if submitted by post, to be deposited with the Company at 8 Commonwealth Lane, #02-04, Grande Building, Singapore 149555; or

  • (b) if submitted by way of electronic means, to be submitted via email to the Company at [email protected].

Shareholders who submit questions in advance of the EGM should identify themselves by stating his/her/its full name as it appears on his/her/its CDP/SRS/CPF share records, contact number and NRIC/Passport/UEN number and state the manner in which he/she/it holds his/her/its Shares in the Company (e.g. via CDP, CPF or SRS) for verification purposes.

All written questions must be submitted by 10:00 a.m. on 31 December 2025.

  • 2.3. Shareholders are encouraged to submit their questions via one of the foregoing means as soon as possible so that they may have the benefit of the answers to their questions (where substantial and relevant to the agenda of the EGM) prior to submitting their Proxy Forms. Please note that substantial and relevant questions (as may be determined by the Company at its sole discretion) from Shareholders submitted in advance and received by the Company would be addressed by the Company and published on the SGX website no later than 48 hours before the deadline for submission of the Proxy Forms. The Company will also address any subsequent clarifications sought, or follow-up questions, prior to, or at, the EGM in respect of substantial and relevant matters.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

3. EGM AND EGM DOCUMENTS

Shareholders are invited to attend the EGM in person. There will be no option for Shareholders to participate by electronic means.

Printed copies of the Circular, this Notice of EGM and the Proxy Form will be sent to the Shareholders. These documents are also made available on the SGX-ST website (www.sgx.com) and on the Company’s website (http://ajjmedtech.com.sg).

4.

PERSONAL DATA PRIVACY

Personal data ” in this Notice of EGM has the meaning ascribed to it pursuant to the Personal Data Protection Act 2012 of Singapore, which includes your name, address and NRIC/Passport number. By submitting ( a ) details for the registration to observe or participate in the proceeding of the EGM, or ( b ) an instrument appointing the Chairman of the EGM (or any person other than the Chairman) as proxy to attend, speak and vote at the EGM and/or any adjournment thereof, ( c ) any questions prior to the EGM in accordance with this Notice of EGM, a member of the Company ( i ) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents or service providers) for the purpose of the processing, administration and analysis by the Company (or its agents or service providers) of the appointment of the Chairman as proxy for the EGM (or any person other than the Chairman), processing the registration for purpose of granting access to members (or their appointed proxies) to observe and participate in the proceedings of the EGM, addressing relevant and substantial questions from members received before the EGM and if necessary, following-up with the relevant members in relation to such questions, and the preparation and compilation of the attendance lists, minutes and other documents relating to the EGM, and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “ Use of Data Purposes ”), ( ii ) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents or service providers), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Use of Data Purposes, and ( iii ) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty.

Photographic, sound and/or video recordings at the EGM may be made by the Company for record keeping and to ensure the accuracy of the minutes prepared of the EGM. Accordingly, the personal data of a member of the Company (such as his name, his presence at the EGM and any questions he may raise or motions he propose/ second) may be recorded by the Company for such purpose.

This Notice of EGM has been reviewed by the Company’s sponsor, Evolve Capital Advisory Private Limited (the “ Sponsor ”). It has not been examined or approved by the Singapore Exchange Securities Trading Limited (the “ Exchange ”) and the Exchange assumes no responsibility for the contents of this document, including the correctness of the statements or opinions made or reports contained in this Notice of EGM.

The contact person for the Sponsor is Mr Jerry Chua (Tel: (65) 6241 6626), at 160 Robinson Road, #20-01/02, SBF Centre, Singapore 068914.

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