DISA Limited Announces Proposed Disposal and Capital Injection in Advance Digital Healthcare Pte. Ltd.

Key Highlights

• Proposed Disposal: DISA Limited (“the Company”) will sell 7.58% of its shareholding (2,274,000 shares) in Advance Digital Healthcare Pte. Ltd. (“ADH”) to Mr. Meng Fanbing for S\$1,000,000 (approx. S\$0.43975 per share).
• Proposed Subscription: ADH will issue 1,726,000 new shares (5.753% of ADH’s enlarged capital) to Mr. Meng for S\$1,000,000 (approx. S\$0.57937 per share).
• Total Consideration: Mr. Meng will invest S\$2,000,000 in total, resulting in a post-transaction shareholding of 87.392% for DISA Limited and 12.608% for Mr. Meng in ADH.
• Completion Date: The transactions are scheduled to complete on 2 June 2026.

Details of the Transactions

On 20 March 2026, DISA Limited, its wholly-owned subsidiary ADH, and Mr. Meng entered into a tripartite share sale and subscription agreement. The deal consists of two main parts:

1. Sale of Existing Shares: DISA Limited will dispose of 2,274,000 ADH shares (7.58% of ADH) to Mr. Meng for S\$1,000,000. This sale price represents a premium to the net asset value, illustrating investor confidence in ADH’s future prospects.
2. Subscription of New Shares: ADH will issue 1,726,000 new shares (5.753% of the enlarged ADH share base) to Mr. Meng, also for S\$1,000,000. The issue price for new shares is higher than that for the sale shares, reflecting a value uplift for new capital injected.

After completion, the total ADH share capital will be 31,726,000 shares. DISA Limited will hold 27,726,000 shares (87.392%), while Mr. Meng will possess 4,000,000 shares (12.608%).

Background on Advance Digital Healthcare Pte. Ltd. (ADH)

• Incorporated on 21 July 2025, ADH has an issued and paid-up share capital of S\$3,000,000 (30,000,000 shares).
• Main business: Clinics and general medical services. ADH completed a significant acquisition of 50% of Rheumatology Associates Pte. Ltd. (“RA”) on 31 July 2025, making RA an associated company. RA is the only heartland-based integrated specialist centre in Singapore focused on arthritis and rheumatism.
• Based on unaudited financials (21 July 2025 to 31 Dec 2025), the ADH Group’s net book value (and net tangible assets) was about S\$3,369,000, and net profit stood at S\$369,000.

About Mr. Meng Fanbing

Mr. Meng is a PRC national and Singapore permanent resident, with substantial entrepreneurial experience. The Company sees Mr. Meng’s entry as a strategic boost to ADH’s growth trajectory. Importantly, the Group confirms no existing relationships between Mr. Meng, its directors, or substantial shareholders, ensuring transaction independence.

Rationale and Shareholder Impact

• Unlocking Value: The disposal allows DISA Limited to realize value from its original investment in ADH and simultaneously strengthens its cash reserves by S\$1,000,000.
• Capital Injection: The S\$1,000,000 new funding will enhance ADH’s balance sheet, supporting expansion and operational needs.
• Maintaining Control: Despite the dilution, DISA Limited retains a controlling 87.392% stake in ADH, preserving strategic direction.
• No Shareholder Approval Needed: The transaction does not trigger the 20% threshold requiring shareholder approval under Catalist Rule 805(2). This streamlines execution.

Financial Effects

• Net Tangible Assets: The pro forma NTA attributable to DISA Limited’s equity holders increases from S\$3.809 million (0.027 cents/share) to S\$5.258 million (0.037 cents/share).
• Profit & Loss: There is no impact on loss per share, as the disposal is treated as an equity transaction and not a gain/loss event.
• Relative Figures: The disposal’s size, measured against group net assets and market capitalization, exceeds 5% but remains below 50%, classifying it as a “discloseable transaction” under SGX Catalist rules. No shareholder vote is required.

Other Key Terms

• Deposit: Mr. Meng has paid a non-refundable S\$50,000 deposit, to be offset against the total S\$2,000,000 due at completion.
• Completion: The transaction is expected to complete on 2 June 2026, subject to all terms and conditions being met.
• No Board Changes: No new Directors are being appointed as part of this transaction, and no service contracts are involved.
• No Interested Person Transactions: None of the Company’s Directors or controlling shareholders has any interest in the transaction, aside from their shareholdings.
• Inspection: The agreement is available for inspection at DISA Limited’s registered office for three months from the announcement date.

What Investors Should Note

• Potential Share Price Impact: The unlocking of value and significant capital injection into ADH could positively influence investor sentiment and DISA Limited’s share price, especially as the Company is reinforcing its healthcare growth strategy and maintaining control over a promising, profitable subsidiary.
• Risk and Caution: The deal is subject to completion conditions. Investors are advised to monitor further announcements and exercise caution.

Disclaimer

This article is prepared for informational purposes only and does not constitute investment advice. Shareholders and investors are urged to consult their financial advisers and exercise due diligence. The completion of the proposed transactions is subject to various conditions and there is no certainty that it will proceed as planned.

By Order of the Board
CHNG WENG WAH
Executive Chairman, Managing Director and Chief Executive Officer
23 March 2026

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