Hyphens Pharma International Limited (the “ Company ”, and together with its subsidiaries, the “Group ”) is pleased to announce that its wholly -owned subsidiary, Hyphens Pharma Pte. Ltd. (“ HPPL ”, or the “ Purchaser ”) has entered into two (2) sale and purchase agreement s (“ SPA ”) with IREG Solution Sdn Bhd (“ IREG ”) and Lee Pak Hsiung (collectively, the “ Vendors ”) respectively for HPPL’s acquisition of the remaining 58% of the issued and paid up shares in the share capital of the Ardence Pharma Sdn Bhd (the “ Target Company ” or “Ardence Pharma ”) (the “ Sale Shares ”) over three ( 3) tranches (the “ Proposed Acquisition ”). The Proposed Acquisition constitutes a “discloseable transaction” under Chapter 10 of the Listing Manual Section B: Rules of Catalist (the “ Catalist Rules ”) of the Singapore Exchange Securities Trading Limited (“ SGX -ST ”), and is not subject to the approval of the shareholders of the Company. For further details on the relative figures in respect of the Proposed Acquisition computed on the bases set out under Rule 1006 of the Catalist Rules, please refer to paragraph 5 of this announcement. Upon completion of the Proposed Acquisition (“ Completion ”), the Target Compan y will become a wholly -owned subsidiar y of the Group. Each of the Vendors is an independent third party unrelated to any of the directors and controlling shareholders (as defined in the Catalist Rules) of the Company and their respective associates. As at the date of this announcement, none of the Vendors holds shares, directly or indirectly, in the Company. Ardence Pharma is a boutique pharmaceutical company specializing in aesthetic medicine. Founded in 2018 by pharmacists who recognized the transformative power of aesthetic medicine, Ardence Pharma is committed to provide cutting -edge, innovative, and clinically p roven aesthetic products to physicians and consumers. Ardence Pharma has ambitious plans for further regional expansion, backed by a robust pipeline of products, including ethical products, medical devices, and skincare ranges. Through delivering high quality products, ambitious regional expansion and robust pipelines, Ardence Pharma is positioned to be the leading medical aesthetic supplier in South east Asia where the demand for medical aesthetics is growing rapidly. Ardence Pharma was incorporated in Malaysia on 16 August 2018 with IREG and Novem Sciences Private Limited (“ Novem ”) holding 55% and 45% respectively of its issued and paid -up share capital. The issued and paid -up share capital of Ardence Pharma as of the date of this announcement consists of 200,000 shares. IREG is controlled by the Founder (as defined hereafter) who has been a key person to the business operation of Ardence Pharma since its incorporation. HPPL completed its acquisition of Novem on 3 December 2021 a nd as a result of IREG and Novem’s subsequent transfer of shares to Lee Pak Hsiung , the shareholding of IREG, Novem and Lee Pak Hsiung in Ardence Pharma as at the signing of the SPAs is 52%, 42% and 6% respectively. All information in respect of the Vendors and the Target Compan y is based solely on information and representations made and provided by the Vendors and the Target Compan y to the Company. In respect of such information, the Company has not independently verified the accuracy and correctness of the same and the Company’s responsibility is limited to ensuring that such information has been accurately and correctly extracted and reproduced in this announcement in its proper form and context. The sale and purchase of the Sale Shares shall be completed in three (3) tranches as follows: (a) the sale and purchase of 46,000 Sale Shares from the Vendors representing 23% of the total issued and paid -up share capital of Ardence Pharma (“ Tranche 1 Sale Shares ”) shall complete on or before the third (3 rd ) business day immediately succeeding the date of the SPAs or such other date as may be agreed between HPPL and IREG (“ Tranche 1 Completion ”); (b) the sale and purchase of 34,000 Sale Shares representing 17% of the total issued and paid -up shares of Ardence Pharma (“ Tranche 2 Sale Shares ”) shall complete on the tenth (10 th ) business day following the expiry of 45 days from the issuance of the audited accounts of Ardence Pharma for the financial year ending 31 December (“ FY ”) 2024 or such other date as may be agreed between HPPL and IREG (“ Tranche 2 Completion ”); and (c) the sale and purchase of 36,000 Shares representing 18% respectively of the total issued and paid -up shares of Ardence Pharma (“ Tranche 3 Sale Shares ”) shall complete on the tenth (10 th ) business day following the expiry of 45 days from the issuance of the audited accounts of Ardence Pharma for FY 2025, or where deferred by IREG in exercise of its rights in the event that the EBITDA for FY2025 is lower than the EBITDA for FY2024 , the audited accounts of Ardence Pharma for FY 2026 , or such other date as may be agreed between HPPL and IREG (“ Tranche 3 Completion ”), unless aborted, suspended or accelerated pursuant to the terms and conditions in the SPAs. The Tranche 2 Completion and Tranche 3 Completion are also subject to compliance with Catalist Rules (including the approval of the shareholders in a general meeting, if applicable ). The Company will make further announcements upon the proposed acquisitions of the Tranche 2 Sale Shares and the Tranche 3 Sale Shares , respectively. The total consideration for the Tranche 1 Sale Shares (“ Tranche 1 Purchase Price ”) shall be RM6, 422,634.32 (or equivalent to approximately S$ 1.86 million at the exchange rate of S$ 1.00 : RM3.4518 ), subject to adjustments as prescribed under the SPAs and described in paragraph 3.3 of this announcement. The total consideration for the Tranche 2 Sale Shares (“ Tranche 2 Purchase Price ”) shall be an amount equal to 17% of the equity value of Ardence Pharma mutually agreed between HPPL and the Vendors , subject to adjustments as prescribed under the SPAs and described in paragraph 3.3 of this announcement. The total consideration for the Tranche 3 Sale Shares (“ Tranche 3 Purchase Price ”) shall be an amount equal to 18% of the equity value of Ardence Pharma mutually agreed between HPPL and the Vendors , subject to adjustments as prescribed under the SPAs and described in paragraph 3.3 of this announcement. The Consideration was arrived after arm’s length negotiations between the Purchaser and the Vendors and on a willing -buyer and willing -seller basis, taking into consideration the Normalised EBITDA (excluding certain items, e.g. abnormal, ext raordinary , or non -recurring items) of the Target Company , on a cash -free and debt -free basis. The Tranche 1 Purchase Price will be adjusted for the net Cash/(Debt) and subsequent collection of receivables based on the audited accounts of Ardence Pharma for FY202 3 if they are outside the agreed range as prescribed in the SPAs. The consideration for the proposed acquisition of each Tranche 2 Sale Shares and Tranche 3 Sale Shares will be adjusted for the net Cash/( Debt) of the Target Company as at the date of completion of the proposed acquisition of each tranche of Sale Shares. For the purpose of this announcement, “EBITDA ” referred to below is an abbreviation for "Earnings Before Interest, Tax, Depreciation and Amortisation". “ Normalised EBITDA”, “Cash” and “Debt” each refer to that determined based on the methodology/principles set out, or as defined, in the SPAs. As part of the Proposed Acquisition, Loo Ting Siong, the founder of IREG (“ Founder ” or “ Sean Loo ”) will be entering into an employment contract with Ardence Pharma on Tranche 1 Completion. He will serve as the managing director of Ardence Pharma for a minimum period commencing on Tranche 1 Completion up to Tranche 3 Completion (for the avoidance of doubt, thereafter, his employment with Ardence Pharma shall continue until terminated after a restricted period ). Besides, subject to mutua l agreement with HPPL on the terms and conditions of employment, Sean Loo will also enter into an employment contract with HPPL. Sean Loo will be playing an important role in the overall development of Hyphens’ Medical Aesthetic strategy. Sean Loo is the founder of the Target Company and a pharmacist with over 20 years of relevant industry experience in the distribution, sales and marketing of healthcare products. Over the years, Sean Loo’s entrepreneurial personality and sincere dispositio n have enabled him to gain the trust of a wide network of customers. Under Sean Loo’s leadership, the Target Company has established itself as a reliable and trusted partner in Malaysia’s medical aesthetic community. The Vendors , HPPL and Ardence Pharma have on 17 October 2023 enter ed into a shareholders’ agreement to regulate the rights and obligations of the shareholders in relation to Ardence Pharma. The Proposed Acquis ition presents a strategic opportunity for the Company to acquire a portfolio of businesses that is financially attractive from a revenue scale and earnings accretion perspective and with a good management team. Through the Proposed Acquisition, the Company will gain access to new brand principals, products and customers that will enhance and enlarge the Group’s revenue and profits and strengthen its presence in the Malaysia market. This will also accelerate the Group’s growth in the medical aestheti c sector . The Company has the objective of building a leadership position in Skin Health and see s Medical Aesthetic as an important component of the Skin Health business segment. We believe that the Proposed Acquisition will provide a strong entry point into the Medical Aesthetic sector , with the Company well -placed to expand the product offering to other markets that the Group has a presence in. For the purposes of Chapter 10 of the Catalist Rules, the relative figures computed on the bases set out in Rule 1006 of the Catalist Rules based on the latest announced condensed interim financial statements for the six (6) months ended 30 June 202 3 (“ 1H2 02 3”) are set out below: BASE OF CALCULATION RELATIVE FIGURES (%) (a) Net asset value (“ NAV ”) of the assets to be disposed of, compared with the Group’s NAV Not applicable as this is not a disposal (b) Net profits (1) attributable to the Tranche 1 Sale Shares to be acquired, compared with the Group’s net profits 5.4 %(2) (c) Aggregate value of the Tranche 1 Purchase Price , compared with the Company’s market capitalisation (3)(4) based on the total number of issued shares in the capital of the Company (“ HPIL Shares ”) excluding treasury shares 2.2%(5) (d) Number of HPIL Shares to be issued by the Company as Consideration for the Proposed Acquisition, compared with the number of HPIL Shares previously in issue Not applicable as there is no issuance of HPIL shares for the transaction (e) Aggregate volume or amount of proved and probable reserves to be disposed of, compared with the aggregate of the Group’s proved and probable reserves. This basis is applicable to a disposal of mineral, oil or gas assets by a mineral, oil or gas company, bu t not to an acquisition of such assets Not applicable as this is not a disposal of mineral, oil or gas assets Notes : (1) Under Rule 1002(3)(b) of the Catalist Rules, “ net profits ” means profit or loss including discontinued operations that have not been disposed and before income tax and non -controlling interests. (2) The net profits attributable to the Sale Shares for the purposes of this calculation is approximately S$ 228 ,000 based on the unaudited pro -forma financial statements of the Target Compan y for 1H202 3 and the percentage of the proposed acquisition of the Tranche 1 Sale Shares of 23% of the Target Company . The net profits of the Group based on the latest announced condensed interim consolidated financial statements for 1H202 3 is approximately S$ 4,186 ,000. (3) Under Rule 1002(5) of the Catalist Rules, “ market capitalisation ” is determined by multiplying the number of shares in issue by the weighted average price of such shares transacted on the market day preceding the date of the SPAs . (4) The Company’s market capitalisation of approximately S$8 5,30 8,000 is computed based on the Company’s issued share capital (excluding treasury shares) of 309,198, 200 HPIL Shares, and the VWAP of HPIL Shares transacted on 16 October 202 3 of S$0.2 759 per HPIL Share , being the last trading date preceding the date of the SPA. (5) For illustrative purpose only, assuming the date of completion of the proposed acquisition of the Tranche 1 Sale Shares is 30 June 2023, the Tranche 1 Purchase Price will amount to approximately S$1.86 million, based on the unaudited pro -forma financial statements of the Target Company as at 31 August 2023. For the avoidance of doubt, the Tranche 1 Purchase Price may vary subject to the finalis ation of the Target Company ’s audited financial statements for FY 2023 post -completion of the proposed acquisition of the Tranche 1 Sale Shares . As the relative figures set out under Rule 1006(b) of the Catalist Rules exceed s 5% but do es not exceed 75%, pursuant to Rule 1010 of the Catalist Rules, the proposed acquisition of Tranche 1 Sale Shares constitutes a “discloseable transaction” and is therefore not subject to shareholders’ approval. As the Tranche 2 Purchase Price and the Tranche 3 Purchase Price have not been fixed as at the date of this announcement, the relative figures under Rule 1006 of the Catalist Rules for the proposed acquisitions of the Tranche 2 Sale Shares and the Tranche 3 Sale Shares will be separately assessed at the relevant point in time in the future. The financial effects of the proposed acquisition of the Tranche 1 Sale Shares on the Group are set out below, based on the Group’s latest audited consolidated financial statements for FY202 2 and the pro -forma financial statements of the Target Compan y for FY202 2. The financial effects are shown for illustrative purposes only and they do not necessarily reflect the exact future financial position and performance of the Group immediately after the c ompletion of the proposed acquisition of the Tranche 1 Sale Shares . The financial effects do not take into consideration (i) expenses incurred or to be incurred in connection with the Proposed Acquisition; and (ii) effect of purchase price allocation exercise in relation to the Proposed Acquisition to be co nducted post -Completion in accordance with the requirements under the accounting standards. NTA and NAV per share Assuming that the proposed acquisition of the Tranche 1 Sale Shares had been completed on 31 December 202 2, the effect of such acquisition on the NTA and NAV per share of the Group is as follows: Before the Proposed Tranche 1 Acquisition After the Proposed Tranche 1 Acquisition NTA attributable to shareholders of the Company (S$’000) 49,955 48,427 NAV attributable to shareholders of the Company (S$’000) 69,027 69,027 Number of shares (‘000) 308,776 308,776 NTA per share (S$ cents) 16. 18 15.68 NAV per share (S$ cents) 22. 36 22. 36 Earnings per share (“ EPS ”) Assuming that the proposed acquisition of the Tranche 1 Sale Shares had been completed on 1 January 202 2, the effect of such acquisition on the EPS of the Group is as follows: Before the Proposed Tranche 1 Acquisition After the Proposed Tranche 1 Acquisition Profit attributable to shareholders of the Company (S$’000) 11, 351 11,539 Weighted average number of shares (excluding treasury shares and subsidiary holdings) (‘000) 308,776 308,776 EPS (S$ cents) 3.6 8 3. 74 None of the directors or controlling shareholders of the Company and their respective associates has any interest, direct or indirect, in the Proposed Acquisition (other than through their respective shareholdings in the Company, if any). No p erson is proposed to be appointed as a director of the Company in connection with the Proposed Acquisition. Accordingly, no service contract is proposed to be entered into between the Company and any such person . Cop ies of the SPA s are available for inspection at the Company’s registered office at 16 Tai Seng Street, #04 -01, Singapore 534138 during normal business hours for a period of three (3) months from the date of this announcement. Sharehol ders and potential investors are advised to exercise caution when dealing or trading in their shares. Completion is subject to certain conditions. There is no certainty or assurance as at the date of this announcement that all tranches of the Proposed Acquisition will be completed or that no changes will be made to the terms thereof. The Company will make the necessary announcements when there are further material developments in relation thereto. Shareholders and potential investors are advised to read this announcement and any further announcements by the Company carefully. Shareholders and potential advisers should consult their stock brokers, bank managers, solicitors, accountants, tax advisers or other professional advisers if they ha ve any doubt about the actions they should take.