REPL::Placements::ANNOUNCEMENT 2 OF 4 IN RELATION TO A FUND RAISING EXERCISE

ANNOUNCEMENT 2/4

PLACEMENT OF 185,240,000 NEW ORDINARY SHARES WITH

185,240,000 NEW FREE WARRANTS AT AN ISSUE PRICE OF S$0.0127

PER SHARE

Important Note: The transactions entered into by the Company and described in this announcement is part of a larger fund raising exercise undertaken by the Company on 2 December 2021. Accordingly, this announcement should be considered and read in the context of the larger fund raising exercise as more particularly described in the Company's omnibus announcement released earlier today ("Omnibus Announcement") and should be read in conjunction with the Omnibus Announcement and the press release on the funding raising exercise ("Press Release") that have been issued by the Company in tandem with the release of this announcement. Copies of the Omnibus Announcement and the Press Release are attached to this announcement.

1 INTRODUCTION

The Board of Directors (the "Board" or "Directors") of Addvalue Technologies Ltd (the "Company" and together with its subsidiaries, the "Group") is pleased to announce that the Company has on 2 December 2021 entered into subscription agreements (the "Subscription Agreements" and each, a "Subscription Agreement") for the issue and allotment of an aggregate of 185,240,000 new ordinary shares (the "Subscription Shares") in the capital of the Company ("Shares") at an issue price of S$0.0127 per Subscription Share (the "Issue Price"), together with an aggregate of 185,240,000 new free warrants (the "Warrants"), with Mr Wong Yu Huei, Mr Lee Loi Sing, Mr Lim Chye Huat @ Bobby Lim Chye Huat, Mr Teo Khiam Chong, Mr Lee Chee Seng, Mdm Tam Siew Foong and Jin Xin Wealth Management Pte Ltd (the "Subscribers" and each, a "Subscriber"). Each Warrant shall carry the right to subscribe for one (1) Share ("Warrant Share" and "Warrant Shares" shall be construed accordingly) at the exercise price of S$0.0127 (the "Warrants Exercise Price").

2 THE SUBSCRIPTION

2.1 Issue and Allotment of the Subscription Shares and Warrants

Subject to the terms and conditions of the Subscription Agreements, the Company agrees to allot and issue to the Subscribers, and the Subscribers agree to subscribe

PLACEMENT OF 185,240,000 NEW ORDINARY SHARES WITH 185,240,000 NEW FREE WARRANTS AT AN ISSUE PRICE OF S$0.0127 PER SHARE

for, an aggregate of 185,240,000 Subscription Shares at the Issue Price for an aggregate consideration of S$2,352,548 payable in cash (the "Consideration") (the "Subscription"). The issuance and allotment of the Subscription Shares and/or the Warrant Shares will not result in a transfer of controlling interest of the Company.

Details of the number of Subscription Shares and Warrants to be subscribed by each Subscriber, the respective Consideration to be paid by each Subscriber, the number of Warrant Shares to be issued to each Subscriber and the respective consideration to be paid by each Subscriber ("Maximum Warrant Consideration") assuming the Warrants are exercised in full (the "Maximum Warrant Shares") and details of the shareholding of each Subscriber on completion of the Subscription (assuming that Warrants are exercised in full and the Maximum Warrant Shares are issued) are set out below:

	Name of		Number of		Consideration		Maximum	Subscription	Subscription	Total
	Subscribers		Subscription		(S$)		Warrant	Shares and	Shares and	Shareholding
			Shares and				Shares and	Maximum	Maximum	as a % of
			Warrants				Maximum	Warrant	Warrant	Enlarged
							Warrant	Shares as %	Shares as %	Share
							Consideration	of the Existing	of the	Capital(2)
							(S$)	Share	Enlarged
								Capital(1)	Share
									Capital(2)
		78,740,000
	Mr Wang Yu Huei		Subscription Shares		S$999,998	78,740,000	7.00	6.00	6.38
		and 78,740,000			S$999,998
			Warrants
		32,500,000
	Mr Lee Loi Sing		Subscription Shares		S$412,750	32,500,000	2.89	2.48	2.96
		and 32,500,000			S$412,750
			Warrants
	Mr Lim Chye Huat @	10,000,000
		Subscription Shares		S$127,000	10,000,000	0.89	0.76	0.76
	Bobby Lim Chye		and 10,000,000			S$127,000
	Huat
		Warrants
		10,000,000
	Mr Teo Khiam		Subscription Shares		S$127,000	10,000,000	0.89	0.76	0.76
	Chong		and 10,000,000			S$127,000
			Warrants
		10,000,000
	Mr Lee Chee Seng		Subscription Shares		S$127,000	10,000,000	0.89	0.76	0.76
		and 10,000,000			S$127,000
			Warrants
		24,000,000
	Mdm Tam Siew		Subscription Shares		S$304,800	24,000,000	2.13	1.83	1.83
	Foong		and 24,000,000			S$304,800
			Warrants
	Jin Xin Wealth	20,000,000
		Subscription Shares			20,000,000
	Management Pte			S$254,000	1.78	1.53	1.53
		and 20,000,000			S$254,000
	Ltd
		Warrants

2

PLACEMENT OF 185,240,000 NEW ORDINARY SHARES WITH 185,240,000 NEW FREE WARRANTS AT AN ISSUE PRICE OF S$0.0127 PER SHARE

Notes:

1. 1. Based on the existing issued and paid-up share capital of the Company as of the date of this announcement comprising 2,248,811,975 Shares (the "Existing Share Capital").
   2. Based on the enlarged issued and paid-up share capital of the Company following and assuming only the allotment and issue of the 185,240,000 Subscription Shares and 185,240,000 Warrant Shares comprising 2,619,291,975 Shares (the "Enlarged Share Capital").
2. The Issue Price
   The Issue Price represents a discount of approximately 3.79% to the weighted average price ("VWAP") for trades done on the Singapore Exchange Securities Trading Limited (the "SGX-ST") for the full market day on which the Subscription Agreement was signed. The VWAP is S$0.0132 per Share.
3. Nature of the Subscription Shares

1. The Subscription Shares shall be issued free from all claims, charges, liens and other encumbrances whatsoever and shall rank pari passu in all respects with and carry all rights similar to existing Share(s) except that they will not rank for any dividend, right, allotment or other distributions, the record date for which falls on or before the Completion Date.
2. There is no moratorium imposed on the Subscription Shares.

2.4 The Warrants and Warrant Shares

1. In addition to the Subscription Shares, each Subscriber is entitled to one (1) free Warrant convertible into one (1) Warrant Share at the Warrants Exercise Price of S$0.0127 for every one (1) Subscription Share subscribed for by each Subscriber under the relevant Subscription Agreement.
2. The Warrants will be freely and immediately detachable upon issue, will be issued in registered form and will not be listed and traded separately (whether on the Mainboard of the SGX-ST (the "Mainboard") or elsewhere). There is no additional consideration paid for the entitlement to the Warrants.
3. Subject to the terms and conditions governing the Warrants to be set out in an instrument by way of a deed poll (the "Deed Poll"), each Warrant shall carry the right to subscribe for one (1) Warrant Share at the Warrants Exercise Price of S$0.0127 at any time during the period commencing on the date of issue of the Warrants and expiring on the day immediately preceding the date falling six (6) months after the date of issue of the Warrants (the "Warrants Exercise Period"). The Warrants that

3

PLACEMENT OF 185,240,000 NEW ORDINARY SHARES WITH 185,240,000 NEW FREE WARRANTS AT AN ISSUE PRICE OF S$0.0127 PER SHARE

remain unexercised at the expiry of the Warrants Exercise Period shall lapse and cease to be valid for any purpose.

1. The Warrants are non-transferable under the terms and conditions of the Deed Poll.
2. The Warrants Exercise Price represents a discount of approximately 3.79% to the VWAP for trades done on the SGX-ST for the full market day on which the Subscription Agreements were signed. The VWAP is S$0.0132 per Share.
3. The Warrants Exercise Price and the number of Warrants shall be subject to adjustments under certain circumstances as provided for in the Deed Poll and appropriate announcements on the adjustments will be made by the Company. Such adjustment events include an issue by the Company of new Shares credited as fully paid by way of capitalisation of profits or reserves, a capital distribution made by the Company, an offer or invitation made by the Company to the shareholders of the Company (the "Shareholders") under which they may acquire or subscribe for Shares, an issue other than a rights issue or any consolidation, subdivision, reclassification or conversion of Shares.
4. The Warrants shall be issued free from all claims, charges, liens and other encumbrances whatsoever and the Warrant Shares shall rank pari passu in all respects with and carry all rights similar to existing Share(s) except that they will not rank for any dividend, right, allotment or other distributions, the record date for which falls on or before the date of issue of the Warrant Shares.
5. The expiry of the Warrants will be announced via SGXNET, and notice of expiry shall be sent to the Subscribers, at least one (1) month before the expiration date.
6. Any material amendment to the terms of the Warrants after issue to the advantage of the Subscribers shall be approved by Shareholders, except where the amendment is made pursuant to the terms of the Warrants.
7. Any adjustment or amendment made to the terms of the Warrants will also be announced via SGXNET. In the case of an adjustment, the announcement will state the specific formula, whether the adjustment has been reviewed to be in accordance with the formula, the identity of the reviewer and its relationship to the Company.
8. The Company will not extend the exercise period of the Warrants or issue a new company warrant to replace an existing Warrant. Except where the adjustments are made pursuant to the terms of the Warrants, the Company will not change the exercise price of the Warrants or change the exercise ratio of the Warrants.

4

PLACEMENT OF 185,240,000 NEW ORDINARY SHARES WITH 185,240,000 NEW FREE WARRANTS AT AN ISSUE PRICE OF S$0.0127 PER SHARE

2.5 Authority to Issue the Subscription Shares and Warrant Shares

2.5.1 The Company had, at the annual general meeting of the Company held on 29 September 2021 (the "2021 AGM"), resolved that, pursuant to Section 161 of the Companies Act and the Listing Manual, the Directors be authorised to:

1. (i) issue Shares in the capital of the Company whether by way of rights, bonus or otherwise;
2. 1. make or grant offers, agreements or options that might or would require Shares to be issued or other transferable rights to subscribe for or purchase Shares (collectively, "Instruments") including but not limited to the creation and issue of warrants, debentures or other instruments convertible into Shares;
   2. issue additional Instruments arising from adjustments made to the number of Instruments previously issued in the event of rights, bonus or capitalization issues; and
3. notwithstanding the authority conferred by the Shareholders may have ceased to be in force, issue shares in pursuance of any Instrument made or granted by the Directors while the authority was in force, provided always that:
4. 1. the aggregate number of Shares to be issued pursuant to this resolution (including Shares to be issued in pursuance of Instruments made or granted pursuant to the resolution) does not exceed 100% of the Company's total number of issued Shares excluding treasury shares, of which the aggregate number of Shares (including Shares to be issued in pursuance of Instruments made or granted pursuant to the resolution) (the 100% limit is permitted under the Enhanced Share Issue Limit permitted by the Singapore Exchange Regulation to support Mainboard issuers during COVID-19 as compared to 50% previously) to be issued other than on a pro rata basis to Shareholders does not exceed 20% of the total number of issued Shares excluding treasury shares of the Company, and for the purpose of the resolution, the total number of issued Shares excluding treasury shares shall be the Company's total number of issued Shares excluding treasury shares at the time the resolution is passed, after adjusting for:
   2. 1. new Shares arising from the conversion or exercise of convertible securities, or

5