Datapulse Technology : Annual Report 2021 Addendum

DATAPULSE TECHNOLOGY LIMITED

(Incorporated in the Republic of Singapore)

Company Registration No. 198002677D

1. INTRODUCTION

The purpose of this Addendum is to provide shareholders of the Company ("Shareholders") with the relevant information and to seek Shareholders' approval for:-

1. the proposed renewal of the general mandate to authorise the Directors to exercise all the powers of the Company to purchase or otherwise acquire its issued ordinary shares ("Shares") upon and subject to the terms of such mandate (the "Share Purchase Mandate"); and
2. the proposed renewal of the shareholders' mandate for interested person transactions (the "Shareholders' Mandate"),

at the annual general meeting to be held on 10 November 2021 by electronic means (the "2021 AGM").

The SGX-ST assumes no responsibility for the accuracy of any statements made, reports contained, or opinions expressed in this Addendum.

2. THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE

2.1 BACKGROUND

At the annual general meeting of the Company held on 27 November 2020 (the "2020 AGM"), the Shareholders had approved the renewal of the Share Purchase Mandate (the "2020 Mandate") to enable the Company to purchase or otherwise acquire issued Shares. The rationale for, the authority and limitations on, and the financial effects of, the 2020 Mandate were set out in the addendum to Notice of 2020 AGM dated 10 November 2020.

The 2020 Mandate was expressed to take effect on the date of the passing of the ordinary resolution relating thereto at the 2020 AGM and expire on the date of the forthcoming annual general meeting, the date on which purchases of Shares pursuant to the 2020 Mandate have been carried out to the full extent or until it is varied or revoked by an ordinary resolution of the Shareholders in general meeting (if so varied or revoked prior to the forthcoming AGM of the Company).

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2.2 MANDATE

1. Any purchase or acquisition of Shares by the Company would have to be made in accordance with and in the manner prescribed by the Companies Act (Singapore, Chapter

2. (the "Companies Act") and the SGX-ST Listing Manual Section A: Mainboard Rules (the "Listing Manual") and such other laws and regulations as may, for the time being, be applicable.

If approved by Shareholders at the 2021 AGM, the authority conferred by the Share Purchase Mandate will continue to be in force until the next annual general meeting of the Company (whereupon it will lapse, unless renewed at such meeting), until the date on which the purchase of Shares pursuant to the Share Purchase Mandate ("Share Purchases") is carried out to the full extent mandated or until it is varied or revoked by the Company in general meeting (if so varied or revoked prior to the next annual general meeting of the Company), whichever is earlier (the "Relevant Period").

1. RATIONALE FOR THE SHARE PURCHASE MANDATE
   The proposed Share Purchase Mandate will give the Directors the flexibility to purchase or acquire the Shares at any time, subject to market conditions, during the period when the Share Purchase Mandate is in force. Share Purchases provide the Company with a mechanism to facilitate the return of surplus cash over and above its ordinary capital requirements, in an expedient and cost-efficient manner. Share Purchases will also allow the Directors greater flexibility over the Company's share capital structure with a view to enhance the net tangible assets and/or earnings per Share.
   The purchase or acquisition of Shares will only be undertaken if the Directors believe that such purchase or acquisition would benefit the Company and the Shareholders. No purchase or acquisition of Shares will be made in circumstances which the Directors believe would have or may have a material adverse effect on the financial condition, liquidity, orderly trading of the Shares, and/or the working capital requirements of the Company and the Group (comprising the Company and its subsidiaries).
2. AUTHORITY AND LIMITS OF THE SHARE PURCHASE MANDATE
   The authority and limitations placed on purchases or acquisition of Shares by the Company under the Share Purchase Mandate, if renewed at the 2021 AGM, are as follows:
3. 1. Maximum Number of Shares
      Only Shares that are issued and fully paid-up may be purchased or acquired by the Company pursuant to the Share Purchase Mandate. The total number of Shares that may be purchased is limited to that number of Shares representing not more than ten percent (10%) of the issued Shares (excluding treasury shares and subsidiary holdings) as at the date of the resolution passed by Shareholders approving the renewal of the Share Purchase Mandate ("Approval Date"), unless the Company has, at any time during the Relevant Period, effected a reduction of the share capital of the Company in accordance with the applicable provisions of the Companies Act, in which event the issued ordinary share capital of the Company shall be taken to be the amount of the issued ordinary share capital of the Company as altered.
      For illustrative purposes only, based on the existing issued and paid-up share capital of the Company as at 13 October 2021, being the latest practicable date prior to the despatch of this Addendum (the "Latest Practicable Date"), of S$32,991,936 comprising 219,074,844 Shares (excluding treasury shares and subsidiary holdings),

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and assuming that no further Shares are issued and no Shares are purchased or acquired by the Company on or prior to the 2021 AGM, not more than 21,907,484 Shares (representing ten percent (10%) of the issued and paid-up share capital of the Company (excluding treasury shares and subsidiary holdings) as at that date) may be purchased or acquired by the Company pursuant to the Share Purchase Mandate.

1. Duration of Authority
   Under the Share Purchase Mandate, Share Purchases may be made, at any time and from time to time, from the Approval Date up to the earliest of:
2. 1. the conclusion of the next annual general meeting or the date by which such annual general meeting is required to be held;
   2. the date on which Share Purchases have been carried out to the full extent of the Share Purchase Mandate; or
   3. the date on which the authority contained in the Share Purchase Mandate is varied or revoked by an ordinary resolution of the Shareholders in a general meeting.
3. Manner of Share Purchase
   Share Purchases may be made by way of:
4. 1. on-marketpurchase(s) transacted through the SGX-ST's trading system or on another stock exchange on which Company's equity securities are listed ("Market Purchases"); or
   2. off-marketpurchase(s) in accordance with an equal access scheme as defined in Section 76C of the Companies Act ("Off-MarketPurchases").

The Directors may impose such terms and conditions, which are not inconsistent with the Share Purchase Mandate, the Companies Act, the Listing Manual and the Constitution of the Company as they consider fit in the interests of the Company in connection with or in relation to any equal access scheme(s). An Off-Market Purchase must however, satisfy all of the following conditions:

1. offers for the purchase or acquisition of issued Shares shall be made to every person who holds issued Shares to purchase or acquire the same percentage of their issued Shares;
2. all of those persons shall be given a reasonable opportunity to accept the offers made; and
3. the terms of all the offers are the same, except that there shall be disregarded:
4. 1. differences in consideration attributable to the fact that offers relate to Shares with different accrued dividend entitlements;
   2. differences in consideration attributable to the fact that offers relate to Shares with different amounts remaining unpaid; and
   3. differences in the offers introduced solely to ensure that each person is left with a whole number of Shares.

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In addition, the Listing Manual provides that, in making an Off-Market Purchase, the Company must issue an offer document to all Shareholders which must contain at least the following information:

1. the terms and conditions of the offer;
2. the period and procedures for acceptances;
3. the reasons for the proposed Share Purchase;
4. the consequences, if any, of Share Purchases by the Company that will arise under the Singapore Code on Take-overs and Mergers (the "Take-overCode") or other applicable take-over rules;
5. whether the Share Purchase, if made, could affect the listing of the Shares on the Official List of the SGX-ST;
6. details of any Share Purchases made by the Company in the previous 12 months (whether Market Purchases or Off-Market Purchases), giving the total number of Shares purchased, the purchase price per Share or the highest and lowest prices paid for such Share Purchases, where relevant, and the total consideration paid for such Share Purchases; and
7. whether the Shares purchased by the Company will be cancelled or kept as treasury shares.

If and when circumstances permit, the Directors will decide whether to effect the Share Purchases via Market Purchases or Off-Market Purchases, after taking into account the amount of surplus cash available, the then prevailing market conditions and the most cost effective and efficient approach.

1. Maximum Purchase Price
   The purchase price (excluding brokerage, commission, stamp duties, applicable goods and services tax and other related expenses) to be paid by the Company for the Shares will be determined by the Directors and must not exceed:
2. 1. in the case of a Market Purchase, 105% of the Average Closing Price (as defined hereinafter) of the Shares; and
   2. in the case of an Off-Market Purchase, 120% of the Highest Last Dealt Price (as defined hereinafter) of the Shares,

(the "Maximum Price") in either case, excluding related expenses of the Share Purchase.

For the above purposes:

"Average Closing Price" means the average of the closing market prices of a Share over the last five (5) Market Days (being days on which the SGX-ST is open for trading in securities) on which transactions in Shares were recorded, preceding the day of the Market Purchase, and deemed to be adjusted for any corporate action that occurs after the relevant five (5) day period;

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