ENTRY INTO JOINT VENTURE AGREEMENT

INTRODUCTION


The Board of Directors (the “Directors”) of ISEC Healthcare Ltd. (the “Company”, and collectively with its subsidiaries, the “Group”) wishes to announce that its wholly-owned subsidiary, ISEC Global Pte. Ltd. (“ISEC Global”) has today entered into a joint venture agreement (the “JVA”) with 3 independent third parties, namely Next Tier International Company Limited (”Next Tier”), Daw Pyae Pyae Thein and Dr. Khin Khin Win (“Dr Win”) (collectively, the “JV Partners”) to incorporate and operate a joint venture company in Myanmar, which the JV Partners intend to name “ISEC Myanmar Co., Ltd.” (“ISEC Myanmar”) (the “Joint Venture”).


DETAILS OF THE JOINT VENTURE


Business of ISEC Myanmar


The principal business of ISEC Myanmar will be to operate and administer ophthalmology centres providing medical consultations and services in Myanmar (“Centres”), beginning with establishing Centres in Yangon during the initial phase of the Joint Venture.

Pursuant to the JVA, ISEC Myanmar will apply for all requisite approvals, licences and permits required for the establishment, maintenance and operation of its businesses as soon as possible following incorporation.


Capitalisation and Shareholding Proportion


The authorised share capital of ISEC Myanmar shall be US$5,000,000 comprising 5,000,000 ordinary shares. In accordance with the terms of the JVA, the initial issued and paid-up share capital of ISEC Myanmar will be US$200,000 comprising 200,000 issued and fully paid-up shares, and subsequently, the remaining issued and unpaid ordinary shares comprising 1,300,000 ordinary shares will become fully paid-up following capital contributions of US$1,300,000 by the JV Partners pursuant to receipts by ISEC Myanmar of certain approvals (collectively, the “Total Initial Capital Contributions” ), as further elaborated herein. The remaining issued and unpaid 3,500,000 ordinary shares will be fully paid-up subject to capital calls on the JV Partners at any time by the board of directors of ISEC Myanmar in respect of the monies unpaid, being US$3,500,000.