Interested Person Transaction::(1) Proposed Acquisition and (2) Ratification of the Entry into an Addendum

ALPHA DX GROUP LIMITED

(Incorporated in the Republic of Singapore)

(Company Registration No. 200310813H)

1. THE PROPOSED ACQUISITION OF AN EXCLUSIVE PERPETUAL TERRITORIAL LICENSE FROM ERC INSTITUTE PTE. LTD. AS AN INTERESTED PARTY TRANSACTION
2. RATIFICATION OF THE ENTRY INTO AN ADDENDUM AS AN INTERESTED PARTY TRANSACTION
3. CORRIGENDUM ON THE COMPANY'S CIRCULAR DATED 24 AUGUST 2021

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's wholly owned subsidiary, Invictus Academy, Inc (previously known as DiDi Academy, Inc) ("Invictus") proposes to acquire an exclusive perpetual territorial license ("Licence") from ERC Institute Pte. Ltd. ("ERCI") for an aggregate consideration of S$2,000,000 ("Consideration") ("Proposed Acquisition") and had, on 30 September 2021 and 1 October 2021, entered into addendums (the "Addendums") to a Master License Agreement (as defined below) with ERCI to, inter alia, extend the deadline for the payment of licence fees on the Licence and for the payment of an additional deposit sum.

2. BACKGROUND, RATIONALE AND BENEFITS OF THE PROPOSED ACQUISITION

The Group had, on 8 September 2021, obtained shareholders' approval for the acquisition of Invictus from DiDi Investments, Inc ("DiDi") ("Invictus Acquisition") in order to expand its customer base into the Japanese education market, which is of strategic importance to the Group.

As part of the Group's strategy, Invictus 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, and the Proposed Acquisition will enable it to do so.

Prior to the Invictus Acquisition by the Company, as announced on 17 August 2021 in relation to the Invictus Acquisition, Invictus had previously entered into a master license agreement with ERCI on 30 June 20202 and a subsequent addendum on 5 December 2020 (together, the "Master License Agreement") to acquire the Licence for an aggregate consideration of S$2,000,000 ("Consideration" or "Licence Fee")), of which Invictus had previously paid S$500,000 as a deposit which is fully refundable to Invictus should Invictus choose not to proceed with the purchase of the Licence for any reason. The Consideration has been arrived and agreed on a "willing-buyerwilling-seller" basis and taking into account expected tuition fees from the licensed programs over the first 3 years of operation, the Group's strategy and rationale for an expansion into the Japan market. If completed, the Licence will be valid from the date of full payment on the Licence until such time when the Invictus ceases to operate as a provider of the said programs or in the event of bankruptcy of Invictus.

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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Following the completion of the Invictus Acquisition on 9 September 2021, the Company paid an additional deposit amount of S$600,000 to ERCI on 6 October 2021 ("Additional Deposit") in order to extend the deadline on the payment of the Licence Fee.

The Group now intends to proceed with the Proposed Acquisition, which upon completion of the payment of the Licence Fee, will allow the Group to commence the provision of online education services to customers in the Japanese education market, in accordance with its vision and strategy.

The Company will be seeking shareholders' approval for the Proposed Acquisition as an interested person transaction. In addition, as the Company paid an Additional Deposit amount of S$600,000 on 6 October 2021 (as part of the Consideration) without obtaining prior shareholders' approval following the completion of the Invictus Acquisition, the Company is also seeking shareholders' approval to ratify the entry into the Addendum by the Company. Please refer to paragraph 9 for further details.

3. INFORMATION ON ERCI

ERCI is a wholly-owned subsidiary of DiDi and an exempt private company incorporated under the laws of Singapore. 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.

In an extraordinary general meeting of the Company held 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 Invictus 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.

4. MATERIAL TERMS OF THE MASTER LICENCE AGREEMENT

A summary of the material terms and conditions of the Master Licence Agreement is as follows:

Rights to offer programmes of ERCI

ERCI shall grant to Invictus exclusive territorial rights in Japan to customise, modify and offer programmes of ERCI set out in Section 4.2 below.

Licenced Programmes

Invictus shall be entitled to offer the following programmes under the Master Licence Agreement: (a) Foundation Certificate in Business Management; and (b) Advanced Diploma in Business Management.

Licence Fee

A Licence Fee of S$2 million shall be paid in full to ERCI on or before the official opening of the school by Invictus and such school is deemed open at the start of the recruitment of students for any licensed programmes under the Master Licence Agreement.

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Extension of deadline for Licence Fees

The deadline for the payment of Licence Fees has been extended under the first addendum entered into on 5 December 2020 to 30 April 2021, and in consideration for this extension, Invictus agrees to pay a refundable deposit of S$500,000 to ERCI which shall be refunded should Invictus choose not to proceed with the purchase of the Licence for any reason. This deposit has been paid prior to the Invictus Acquisition.

Commencement Date and Duration

The Master Licence Agreement shall commence and shall be valid from the 30 June 2020 until such time when the Invictus ceases to operate as a provider of the said programs or in the event of bankruptcy of Invictus.

Quality Assurance

The collaborative arrangements set out in the Master Licence Agreement is subject to ratification by the Committee for Private Education ("CPE") in Singapore. The conduct and delivery of the educational programmes referred to in the Master Licence Agreement shall be subject to the quality assurance framework of ERCI which is designed to be in conformity with the CPE requirements for quality assurance.

Access to course material

Access to all course material for the programmes listed in the Master Licence Agreement shall be given to Invictus to be used under the terms of the Master Licence Agreement and subject to intellectual property rights of ERCI.

Delivery of programmes

ERCI shall provide the requisite training to Invictus for both academic and non-academic staff (at the expense of Invictus) on the conduct and delivery of the programmes in addition to the online and technical assistance on operational matters prior to the commencement of the educational programmes by Invictus.

Invictus shall take full responsibility to administer the educational programmes in respect of all students enrolled through Invictus and indemnify ERCI of any liability in respect of its administration of the programmes.

Staffing and teaching

Invictus shall be responsible for the recruitment and deployment of all academic and non- academic staff required to deliver the education programmes, but all academic deployment must first be vetted by ERCI and conform to the minimum acceptable criteria set by ERCI.

Marketing of Programmes

Invictus shall be responsible for the marketing of the programmes listed in the Master Licence Agreement at its own costs, but ERCI shall provide the marketing collateral to be used for this purpose.

Jurisdiction

The Master Licence Agreement shall be governed and construed according to the laws of Singapore and the courts of Singapore shall have exclusive jurisdiction for all purposes. In the event of a dispute, parties shall at first instance try to resolve the matter through a mediation process provided and governed by the mediation process adapted by the Singapore Mediation Centre.

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Independent Valuation

The Company will appoint an independent valuer to assess and determine the market value of the Licence. A summary of the 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 ("Circular").

5. MATERIAL TERMS OF THE ADDENDUMS

A summary of the material terms and conditions of the Addendum is as follows:

Extension of Deadline

ERCI agrees to extend the deadline in the Master Licence Agreement for the complete payment of the license fee from 30 April 2021 to such date when the shareholders' approval for the acquisition of the Licence has been obtained at the extraordinary general meeting of the Company or 31 January 2022, whichever is earlier.

Additional Refundable Deposit

In consideration for ERCI agreeing to extend the deadline for the payment of licence fees and waiver of payment obligations of Invictus under the Master Licence Agreement, Invictus shall pay to ERCI an additional deposit of S$600,000 (the "Additional Deposit"). The Company paid the Additional Deposit on 6 October 2021.

The Additional Deposit shall be fully refunded to Invictus in the event that the shareholders' approval for the Proposed Acquisition of the Licence by Invictus is not obtained at the EGM to be convened by the Company, or if shareholders' approval for the acquisition of the Licence by Invictus has not been obtained at an EGM to be convened by the Company by 31 January 2022.

In the event that the Proposed Acquisition of the Licence by Invictus is completed, the Additional Deposit shall form part of the License Fee.

6. RATIONALE AND BENEFIT OF THE ADDENDUMS

The rationale for entering into the Addendums is to extend the payment deadline on the Licence Fee. The benefit is to retain the License that will allow the Group to commence the provision of online education services to customers in the Japanese education market, in accordance with its vision and strategy. The Company proceeded with the payment of Additional Deposit as it is of the view that it is important to retain the License for its benefit.

7. SOURCE OF FUNDS

The Company had used its internal resources to finance the deposit and Additional Deposit paid in relation to the Addendums for the Proposed Acquisition, whilst the balance Consideration amount is intended to be financed through the issuance of new ordinary shares in the issued and paid-up share capital of the Company. The Company is in the midst of negotiating with ERCI of the terms of such share issuance, and will update its shareholders in due course. Relevant information pertaining to such share issuance will also be contained in the Circular.

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
3. the expected earnings of to be made through the Licence;

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that the working capital available to the Group is sufficient to meet the Group's present requirements as of date of this Announcement and for the next 12 months following the completion of the Proposed Acquisition.

8. RELATIVE FIGURES COMPUTED ON THE BASES SET OUT IN RULE 1006 OF THE CATALIST RULES

Based on the latest announced consolidated financial statements of the Group (being the unaudited financial statements for the financial period ended 30 September 2021 ("9M2021") such financial period being the most recently announced financial period), and the Consideration, on the assumptions that the relative figures in relation to the Proposed Acquisition computed on the applicable bases set out in Rule 1006 of the Catalist Rules are as follows:

Rule	Bases of Calculation	Relative Figure (%)
1006
(a)	Net asset value of the assets to be disposed	N.A.(1)
	of, compared with the Group's net asset
	value. This basis is not applicable to an
	acquisition of assets.
(b)	The net profits attributable to the assets	0%(2)
	acquired or disposed of, compared with the
	Group's net profits.
(c)	The aggregate value of the consideration	4.12%(3)
	given or received, compared with the issuer's
	market capitalisation based on the total
	number of issued shares excluding treasury
	shares.
(d)	The number of equity securities issued by	N.A. (4)
	the issuer as consideration for an
	acquisition, compared with the number of
	equity securities previously in issue.
Notes:

1. This is not applicable to an acquisition of assets.
2. There are no profits attributable to the Licence.
3. The market capitalisation of the Company is calculated on the basis of 242,960,591 Shares, and the VWAP of S$0.20 per Share, based on the trades done on the Catalist of the SGX-ST on 12 November 2021, being the last full market day which the Shares were traded immediately preceding the date prior to the Company's trading halt on 15 November 2021.
4. Equity securities may be issued in relation to the Proposed Acquisition, and the Company will provide an updated table when the terms of such share issuance have been finalised.

Classification of the Proposed Acquisition under Chapter 10 of the Catalist Rules

Based on the above figures, the Proposed Acquisition is a discloseable transaction under Rule 1010 of the Catalist Rules. However, as the Proposed Acquisition constitutes an "interested person transaction" pursuant to Chapter 9 of the Catalist Rules, the Proposed Acquisition is subject to the approval of Shareholders under Rule 906 of the Catalist Rules.

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