Quantum Healthcare Limited EGM: Major Share Issuances and Debt Conversion Approved

Summary of Key Developments at the Extraordinary General Meeting

Quantum Healthcare Limited held its Extraordinary General Meeting (EGM) on 29 December 2025, at 10:00 a.m., with all directors, key management, and relevant parties present. The meeting was chaired by Independent Chairman Mr. Ng Fook Ai Victor. All resolutions were passed unanimously via poll, with substantial implications for the company’s capital structure and financial obligations.

Key Resolutions and Approvals

1. Debt Conversion: Issuance of 1.59 Billion New Shares

• Resolution: The EGM approved the allotment and issuance of 1,595,912,182 new shares (“PW Debt Conversion Shares”) to PW Dental Group Pte. Ltd. This is pursuant to the settlement of outstanding debts owed by Quantum Healthcare to PW Dental Group.
• Purpose: This move is designed to settle significant outstanding payables without using company cash, thereby improving liquidity and reducing short-term financial pressure.
• Voting Outcome: The resolution was passed with 2,739,890,614 votes (100%) in favor and zero votes against. Key related parties, including Dr. Jimmy Gian and his associates, abstained from voting as required by Catalist Rules.
• Price Sensitivity: The issuance will significantly increase the company’s share base, which could potentially dilute existing shareholders’ equity. However, it also improves the balance sheet by clearing debt, which may be seen positively by the market.

2. Directors’ Fees Capitalisation: Settlement via Share Issuance

• Resolution: Shareholders approved the capitalisation of S\$134,266.40 in outstanding directors’ fees by issuing 122,060,363 new shares at S\$0.0011 per share to three current directors: Mr. Ng Fook Ai Victor, Mr. Melvin Lim Chun Siong, and Mr. Ramasamy Jayapal.
• Breakdown of Shares Issued:
  • Ng Fook Ai Victor: 87,878,545 shares
  • Melvin Lim Chun Siong: 26,909,091 shares
  • Ramasamy Jayapal: 7,272,727 shares
• Voting Outcome: The resolution passed with 3,409,590,485 votes in favor and zero against. The recipient directors and their associates abstained from voting.
• Implications: This approach preserves cash resources and aligns directors’ interests more closely with shareholders by increasing their equity stakes. However, it further increases the total share count, contributing to potential dilution.

Additional Details and Process

• Voting by Poll: All resolutions were conducted by poll under the oversight of Moore Stephens LLP (scrutineers) and Complete Corporate Services Pte Ltd (polling agent).
• No Shareholder Questions: The company reported that no questions were received from shareholders prior to the EGM.
• Publication of Minutes: The company has committed to publishing the minutes of the EGM on SGXNET and its website within one month.

What Investors Should Watch

• Impact on Share Capital: The approved issuances will cause a significant increase in the company’s share base. Shareholders should monitor for potential share dilution and its effects on share price.
• Balance Sheet Improvement: The debt conversion and fee capitalisation initiatives are likely to strengthen the balance sheet and improve the company’s liquidity profile.
• Future Performance: With reduced debt and retained cash, the company may be better positioned for operational improvements or growth initiatives, which could be positive for long-term valuation.

Conclusion of Meeting

The EGM concluded at 10:18 a.m. with all resolutions passed unanimously. The company’s sponsor, PrimePartners Corporate Finance Pte Ltd, reviewed the announcement, but the Singapore Exchange Securities Trading Limited has not approved its contents.

Disclaimer: This report is prepared for informational purposes only and does not constitute financial advice, investment recommendation, or an offer to buy or sell any security. Investors are advised to consult their financial advisers and consider all relevant factors before making any investment decisions.

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