Asset Acquisitions and Disposals::THE PROPOSED ACQUISITION OF THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF DIDI ACADEMY INC.

ALPHA DX GROUP LIMITED

(Incorporated in the Republic of Singapore)

(Company Registration No. 200310813H)

THE PROPOSED ACQUISITION OF THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF DIDI ACADEMY INC. AS AN INTERESTED PARTY TRANSACTION

1. INTRODUCTION

The board of directors (the "Directors" or the "Board") of Alpha DX Group Limited (the "Company", and together with its subsidiaries, the "Group") wishes to announce that the Company 17 August 2021 entered into a conditional sale and purchase agreement (the "SPA") with DiDi Investments, Inc (the "DiDi" or the "Seller") in relation to the proposed acquisition (the "Proposed Acquisition") of the entire issued and paid-up share capital (the "Sale Shares") in DiDi Academy Inc. (the "Target") from the Seller.

The Proposed Acquisition constitutes an "interested person transaction" pursuant to Chapter 9 of the Listing Manual Section B: Rules of Catalist (the "Catalist Rules") of the Singapore Exchange Securities Trading Limited (the "SGX-ST"). Accordingly, the Proposed Acquisition is subject to the approval of shareholders of the Company (the "Shareholders") under Rule 906 of the Catalist Rules by way of an ordinary resolution at an extraordinary general meeting (the "EGM") of the Company to be convened in due course.

Pursuant to the circular of the Company dated 24 September 2020 ("Diversification Circular"), an extraordinary general meeting was held by the Company on 9 October 2020 wherein Shareholders of the Company had approved the issuance of up to 171,428,571 ordinary shares of the Company ("Shares") (or 6,857,142,857 Shares on a pre-consolidated basis) pursuant to the conversion of a S$24,000,000 convertible loan ("Convertible Loan") to the Seller. For the purposes of Chapter 10 of the Catalist Rules, the transactions relating to the Convertible Loan and the Proposed Acquisition are not aggregated as: (a) the Convertible Loan was a separate fund-raising exercise conducted by the Company which does not constitute a "transaction" within the meaning of Rule 1002(1) of the Catalist Rules and (b) the purchase of ZioNext was from a party independent and unrelated to the Seller, and (c) a portion of the Convertible Loan was also intended to fund the operations of the Group following the diversification of the Company into the learning and education business.

2. BENEFITS AND RATIONALE FOR THE PROPOSED ACQUISITION

The Group is currently providing digital education and learning solutions and customised learning content through (a) learning solution consultancy services; (b) content digitalisation solutions; (c) enterprise learning management system solutions; (d) operations and support; and (e) specialist manpower deployment services, with a strategic focus on integrating digital technology and education through collaborations with global education and learning institutions.

Integration of the Target will allow the Group to expand its customer base into the Japanese education market, which is of strategic importance to the Group for the following reasons:

1. the COVID-19 pandemic has precipitated a drastic shift in focus in the entire education market in Japan towards the online and/or virtual delivery of education services, which has significantly expanded the market in Japan for online educational services;
2. through the Proposed Acquisition, the Group would be able to establish a presence and offer a fully integrated ubiquitous learning platform and learning management systems to potential customers in Japan;

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1. the Group's presence in Japan will enhance the Group's ability to expand and/or enhance its partnerships with various higher education institutions globally, which includes renowned universities, colleges and vocational schools;
2. the Group's presence in Japan will also enable the Group to enter into partnerships with higher educational institutions in Japan which will enhance the track record of the Group and thereafter better allow the Group to bring its content to foreign markets in South East Asia, China, India and Central Asia; and
3. through its expanded size and scope of partnerships and customer base, the Group would be in a better position to attract further investments from investors and businesses in Japan as well as in other countries in Asia.

As such, over time, the Group will stand to benefit from the potential commercial, operational and costs synergies. The Board, taking into consideration the merits of Proposed Acquisition, believes that there the Proposed Acquisition will enhance both immediate and the long-term interests of the Company and its Shareholders.

3. INFORMATION RELATING TO THE TARGET, THE SALE SHARES AND THE SELLER

Information on the Target

The Target is an exempt private company limited by shares duly incorporated on 17 June 2020 under the laws of Japan which has a total issued and paid-up share capital of Japanese Yen 99.99 million comprising 9,999 ordinary shares. The Seller is the legal and beneficial owner of the entire issued and paid up share capital of the Target.

The Target aims to be the first and only private higher education institution of its kind in Japan to provide various EduTrust1 certified academic and training programs and contents in the Japanese market including various certificate programs, diploma programs, bachelors and masters degree programs as well as a wide range of professional training programmes, through an exclusive perpetual territorial license ("Licence") from Singapore-based ERC Institute Pte. Ltd. ("ERCI"). Please refer to paragraph 3.2 of this Announcement for background information on ERCI.

The Target had entered into an agreement with ERCI on 30 June 2021 to purchase the Licence for an aggregate consideration of S$2,000,000, of which the Target had paid S$500,000 as a deposit ("Deposit") which is fully refundable to the Target should the Target choose not to proceed with the purchase of the Licence for any reason. The Group will make a decision on whether to proceed with the purchase of the Licence after the completion of the Proposed Acquisition. If completed, the Licence will be valid from the date of full payment on the Licence until such time when the Target ceases to operate as a provider of the said programs or in the event of bankruptcy of the Target. As ERCI is fully owned by the Seller who is an "interested person" pursuant to Chapter 9 of the Catalist Rules, the purchase of the Licence will constitute an "interested person transaction" under Chapter 9 of the Catalist Rules and will be subject to the approval of shareholders of the Company (the "Shareholders") under Rule 906 of the Catalist Rules.

In addition to its plans to offer academic and training programs in the Japanese market, the Target and the Company are currently in discussions with Government of Uzbekistan (Ministry of Higher Education and Secondary Specialized Education of Uzbekistan) ("Uzbek MOHE") to include the Target as a member contractor in a project to build and operate a "Next Generation" University - the Ansaro University of Uzbekistan ("Project Asnaro") through an addendum Agreement ("Agreement") to a memorandum of understanding dated 12 December 2020 signed between, inter alia, the Company and the Uzbek MHSSE. The Target is also in advanced stage of negotiations for formal collaborations with several academic institutions and businesses in Japan to offer educational content to students and professionals in Japan.

1 The EduTrust Certification Scheme is a scheme administered by the Committee of Private Education appointed under Section 5 of the Private Education Act (Chapter 247A).

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As at the date of this Announcement, the Target's key tangible asset is a property located in Tokojimachi, Kofu-city, Yamanashi (the "Property").The Property is intended to be used as a campus and/or student dormitory.

As at the date of this announcement ("Announcement"), Mr. Yoshiyasu Naruse, a non- independent and non-executive director of the Company, is the sole director of the Target and one of the beneficial owners of the Seller.

Information on the ERCI

ERCI is an exempt private company incorporated under the laws of Singapore, and it is engaged in the business of providing various EduTrust1 certified academic programs through collaborations with global institutions, which includes Advanced Diploma Programs, Bachelor's Degree Programs, Master's Degree Programs and corporate training services. The Seller is the legal and beneficial owner of the entire issued and paid-up share capital of ERCI.

In an extraordinary general meeting of the Company conducted on 15 May 2021, the shareholders of the Company had approved the proposed acquisition of ERCI on the terms set out in the Company's circular dated 30 April 2021. The Company subsequently announced on 22 June 2021 that due to a potential issue between the Seller and the previous owner of ERCI, the Company had decided to delay the proposed acquisition of ERCI until after such time when the issue(s) have been satisfactorily resolved in order to avoid undue disturbances to its business and expansion plans.

Financials of the Target

Based on the unaudited financial statements of the Target for the six months ended 30 June 2021:

1. the net tangible asset ("NTA") value of the Target is S$1.19 million;
2. the book value of the Target is S$1.19 million ; and
3. the net losses attributable to the Target is S$0.07 million.

The NTA and book value of the Target mainly comprises of the Deposit of S$0.47 million and book value of the Property of S$0.57 million.

Information on the Seller

The Seller is a private company incorporated on 26 August 2019 in Japan and involved in the learning and education business in Japan. As at the date of this Announcement, the Seller owns 68.85% of the shareholding of the Company and is the legal and beneficial owner of 100% of the Sale Shares.

Assuming completion of the transactions stated in the Diversification Circular and full conversion of the Convertible Loan and full exercise of 85,714,285 non-transferable options ("Options") (or 3,428,571,428 non-transferable options on a pre-consolidated basis), the Seller will own up to 78.3% of the Shares in the Company.

As of the date of this Announcement, the Seller has disbursed and converted S$22,000,000 out of S$24,000,000 under the convertible loan agreement dated 17 September 2020 into shares of the Company, and the Company has not issued any Options to the Seller. Save as set out above, the Seller does not have any shareholding interest, direct or indirect in the Company.

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The beneficial owners of the Seller are Mr. Koji Furuya and Mr. Yoshiyasu Naruse, each a 50% shareholder. Mr. Furuya Koji is a director as well as the chief executive officer of the Seller, and Mr. Yoshiyasu Naruse is a non-independentnon-executive Director of the Company as well as the chief executive officer of the Seller. Save as set out above, the Seller and its beneficial owners are not related to any of the directors, the chief executive officer, or controlling shareholders of the Company, or their respective associates.

No commission was paid or is payable by the Company to any person in relation to the Proposed Acquisition.

4. MATERIAL TERMS OF THE PROPOSED ACQUISITION

A summary of the material terms and conditions of the Proposed Acquisition as set out in the SPA is as follows:

Acquisition of the Sale Shares

The Seller shall at Completion (as defined below) sell and the Company shall purchase the entire legal and beneficial ownership in the Shares free from all encumbrances.

Consideration

The aggregate consideration payable by the Company to the Seller for the Sale Shares shall be S$2,000,000 (the "Consideration") in cash, consisting of:

1. S$1,200,000 to be paid to the Seller upon completion of the Proposed Acquisition; and
2. S$800,000 to be paid to the Seller upon the Company and Target entering into the Agreement provided that such Agreement is entered into on or before 31 December 2021.

The Consideration payable by the Company to the Seller for the Sale Shares was arrived at and agreed on a "willing-buyerwilling-seller" basis and taking into account the net tangible asset value and the net profits/earnings of the Target (details of which are provided in paragraph 3.3 of this announcement); the historical financial performance of the Target; and potential benefits that may accrue to the enlarged group.

Independent Valuation

The Company has appointed Cushman & Wakefield VHS Pte. Ltd. as an independent valuer to assess and determine the market value of the 100% equity interest in the capital of the Target for the Proposed Acquisition.

A summary of the valuation report ("Valuation Report") will be made available for Shareholders in the circular to be despatched by the Company in respect of the Proposed Acquisition in due course.

Conditions Precedent

Completion shall be conditional on the following conditions precedent (the "Conditions Precedent") being reasonably satisfied, or, waived by the Company, in accordance with the SPA:

1. the passing of written resolution by the directors of the Seller on terms reasonably satisfactory to the Company approving the transactions contemplated by the SPA;
2. the delivery to the Company of the directors' resolution in writing of the Target, in the form and substance of reasonably satisfactory to the Company;
3. the approval of the Shareholders, having been obtained at an EGM to be convened in respect of the Company's entry into the SPA and all transactions contemplated

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therein and in connection therewith, and such approval not having been revoked or amended and if such approval is subject to any conditions and where such conditions affect any party, such conditions being reasonably acceptable to the party concerned, and if such conditions are required to be fulfilled on or before the Completion Date (as defined below), they are so fulfilled in all material respects;

1. all necessary consents, approvals and waivers being granted for all transactions contemplated in the SPA, not being withdrawn or revoked by third parties, including without limitation, government bodies, stock exchange and other relevant authorities having jurisdiction over the transactions contemplated in the SPA, and if such approvals, consents and waivers are obtained subject to any conditions and where such conditions affect any party, such conditions being reasonably acceptable to the party concerned, and if such conditions are required to be fulfilled on or before Completion, they are so fulfilled in all material respects; and
2. the waiver of all of the Target's long term liabilities towards the Seller save for unpaid directors' fees.

Long stop date for the fulfilment of Conditions

The Seller undertakes, at its own cost, to use all reasonable endeavours to ensure that the Conditions Precedent are fulfilled to the reasonable satisfaction of the Company as soon as reasonably practicable and in any event by 30 September 2021 or any other date as mutually agreed by the parties (the "Long Stop Date").

In the event that any of the Conditions Precedent shall not have been fulfilled (or waived pursuant to the SPA) prior to the Long Stop Date, then the Company shall not be bound to proceed with the purchase of the Completion Shares.

Completion Date

The Completion shall take place on a date mutually agreed to by the parties to the SPA but in any event not more than five (5) business days from the date of fulfilment or waiver of all Condition Precedents ("Completion Date").

Company's right to terminate

The Company may by written notice given to the Seller any time only prior to the Completion terminate the SPA if any fact, matter or event whether existing or occurring on or before the date of the SPA or arising or occurring afterwards comes to the notice of the Company at any time prior to the Completion which:

1. constitutes a breach by the Seller of the SPA including any breach of the covenants or other obligations of the Seller;
2. would constitute a breach of any of the warranties contained in the SPA; or
3. affects or is likely to affect in a materially adverse manner the business, financial position or prospects of the Target taken as a whole.

5. SOURCE OF FUNDS

The Company intends to finance the Proposed Acquisition through internal funds and bank borrowings.

The Directors are of the reasonable opinion that, having made due and careful enquiry and taking into consideration, as at the date of this Announcement:

1. the Group's cash and cash equivalents as of the date of this Announcement;
2. the Group's present bank facilities; and

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