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Aoxin Q&M, Q&M Singapore to enter into revised non-compete agreements

CATALIST-LISTED Aoxin Q&M Dental Group, which was spun off from Q&M Dental Group and listed in April 2017, said on Monday that it is intending to enter into revised non-compete agreements to allow Q&M Singapore Group to participate in projects in the Northern PRC Region and the group to participate in projects in the Southern PRC Region.

Aoxin Q&M Dental Group and Q&M Singapore had formerly provided certain non-compete undertakings back in April 2017.

The proposed changes are:

Whenever an Aoxin Q&M Group company intends to incorporate or acquire any interest in an entity which carries on or engages in the relevant business in the Northern PRC region, Aoxin Q&M may extend an invitation to Q&M Singapore Group to participate as a joint venture partner.

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Likewise, whenever a Q&M Singapore Group company intends to incorporate or acquire any interest in an entity involved in its relevant business in the Southern PRC Region, Q&M Singapore may extend an invitation to the group to participate as a joint venture partner.

Any joint venture (JV) entered into between the group and the Q&M Singapore will be subject to certain terms.

Prior to extending any invitation, an audit committee of the company extending the invitation will determine whether the project is suitable for the purpose of the JV.

The respective audit committees of the company and Q&M Singapore will also ensure that that terms of the JV are on normal commercial terms and not prejudicial to the interests of the company, Q&M Singapore and their minority shareholders.

The risk and rewards of a JV will be in proportion to the respective equity holdings of each joint venture partner in the JV. In addition, the equity interest of Q&M Singapore in a JV for a project in the Northern PRC Region will not exceed that of Aoxin Q&M and similarly, the equity interest of Aoxin Q&M in a JV for a project in the Southern PRC Region will not exceed that of Q&M Singapore.

The audit committee of the company is of the view that the proposed modifications are beneficial to the group.

Both Aoxin Q&M and Q&M Singapore will also be convening an EGM to seek the approval of shareholders for the proposed modifications.