Placements::Proposed Placement of 925,925,925 New Ordinary Shares at S$0.0027 per Share

CAPALLIANZ HOLDINGS LIMITED

(Formerly known as CWX Global Limited) (Incorporated in the Republic of Singapore) (Company Registration No. 199905693M)

PROPOSED PLACEMENT OF 925,925,925 NEW ORDINARY SHARES IN THE CAPITAL OF THE COMPANY AT S$0.0027 PER SHARE

1. INTRODUCTION

1. The board of directors (the "Board" or "Directors") of CapAllianz Holdings Limited (formerly known as CWX Global Limited) (the "Company", together with its subsidiaries, referred to as the "Group") wishes to announce that the Company had, on 6 December 2021, entered into a placement agreement ("Placement Agreement") with Australia Hongshan Capital Pty Ltd (the "Placee"), details as set out in paragraph 1.3 below.
2. Subject to and upon the terms of the Placement Agreement, the Company has agreed to allot and issue, and the Placee has agreed to subscribe and pay for, 925,925,925 new ordinary shares in the capital of the Company ("Placement Shares") at S$0.0027 per Placement Share ("Placement Price"), amounting to an aggregate placement consideration of approximately S$2.5 million (equivalent to approximately US$1.82 million1) (the "Proposed Placement").
3. As at the date of this announcement, the Placee does not hold any shares in the capital of the Company ("Shares"). Upon completion of the Proposed Placement (and assuming no further allotment and issuance of new Shares), the Placee will hold approximately 10.90% of the Enlarged Share Capital (as defined herein). Please refer to section 3 of this announcement for further information on the Placee.
4. The Placement Shares shall be issued as fully paid and free from all claims, mortgages, charges, liens and other encumbrances whatsoever and shall rank pari passu in all respects with the existing Shares, save that the Placement Shares will not be entitled to any dividend, rights, allotments and/or other distributions, the record date of which falls on or before the date of allotment and issuance of the Placement Shares.
5. As at the date of this announcement, (i) the Company has an existing issued and paid- up share capital of 7,567,914,879 Shares ("Existing Share Capital"); (ii) the Company has no treasury shares or subsidiary holdings; and (iii) the Company has 487,502,256 outstanding warrants, of which no adjustments to the terms of these outstanding warrants are required pursuant to the deed poll of the warrants as a result of the Proposed Placement. Upon completion of the Proposed Placement (and assuming no further allotment and issuance of new Shares), the Company's issued and paid-up share capital will increase to 8,493,840,804 Shares ("Enlarged Share Capital"). The Placement Shares represent approximately 12.23% of the Existing Share Capital, and approximately 10.90% of the Enlarged Share Capital.
6. The Company will be making an application through its sponsor to the Singapore Exchange Securities Trading Limited (the "SGX-ST") for the listing of and quotation for the Placement Shares on the Catalist Board of the SGX-ST ("Catalist"). The Company will make the necessary announcement when the listing and quotation notice has been granted by the SGX-ST.

• Based on an exchange rate of US$1.37 : S$1.00.

1. The Proposed Placement will be undertaken pursuant to the private placement exemption under Section 272B of the Securities and Futures Act (Cap. 289) of Singapore. As such, no prospectus or offer information statement will be lodged with the SGX-ST acting as agent on behalf of the Monetary Authority of Singapore in connection with the Proposed Placement.
2. The Placement Shares will not be issued to transfer a controlling interest in the Company pursuant to Rule 803 of the SGX-ST Listing Manual Section B: Rules of Catalist (the "Catalist Rules") and none of the Placement Shares will be placed to any of the persons set out as restricted persons under Rule 812 of the Catalist Rules.
3. No placement agent has been appointed in respect of the Proposed Placement and there is no introducer for the Proposed Placement. No introducer fee or commission is paid or payable by the Company in connection with the Proposed Placement.
4. There is no moratorium imposed on the Placement Shares. No share borrowing arrangement has been entered into to facilitate the Proposed Placement.

2. PRINCIPAL TERMS OF THE PROPOSED PLACEMENT

1. Placement Price
   The Placement Price of S$0.0027 represents a premium of 28.57% to the volume weighted average price of S$0.0021 per Share, based on the trades done on Catalist on the preceding market day (being 3 December 2021) up to the time the Placement Agreement was signed on 6 December 2021.
   The Placement Price was commercially agreed between the Company and the Placee after arm's length negotiations and taking into account historical trading performance of the Company and prevailing market conditions.
2. General Mandate
   The Placement Shares will be allotted and issued pursuant to the general share issue mandate approved by shareholders of the Company ("Shareholders") at the annual general meeting of the Company held on 29 October 2021 (the "General Mandate").
   Pursuant to the General Mandate, the Directors are authorised to, inter alia, allot and issue new Shares not exceeding 100.0% of the Company's total number of issued Shares (excluding treasury shares and subsidiary holdings of the Company) as at 29 October 2021, after adjusting for (a) new Shares arising from the conversion or exercise of any convertible securities; (b) new Shares arising from the exercise of share options or vesting of share awards which are outstanding or subsisting at the time of the passing of the resolution, provided that such share options or share awards were granted in compliance with Part VIII of Chapter 8 of the Catalist Rules; and (c) any subsequent bonus issue, consolidation or subdivision of Shares, of which the aggregate number of new Shares to be issued other than on a pro-rata basis to existing Shareholders shall not exceed 50.0% of the Company's total number of issued Shares (excluding treasury shares and subsidiary holdings of the Company) as at 29 October 2021 after adjustment.
   As at 29 October 2021, being the date the General Mandate was approved by Shareholders, the Company's total number of issued Shares (excluding treasury shares and subsidiary holdings of the Company) was 7,567,914,879 Shares. Accordingly, the total number of new Shares that may be issued pursuant to the General Mandate is 7,567,914,879 new Shares, of which the maximum number of new Shares that may be issued other than on a pro-rata basis is 3,783,957,439 new Shares.

2

As at the date of this announcement, the Company has not issued any new Shares pursuant to the General Mandate. Accordingly, (i) the maximum number of new Shares that is available to be issued other than on a pro-rata basis pursuant to the General Mandate is 3,783,957,439 new Shares; and (ii) the proposed allotment and issuance of 925,925,925 Placement Shares pursuant to the Proposed Placement will fall within the maximum remaining number of new Shares that may be issued pursuant to the General Mandate, and as such, prior approval of Shareholders is not required for the allotment and issuance of the Placement Shares under the Proposed Placement.

1. Conditions Precedent
   Pursuant to the terms and conditions of the Placement Agreement, the Proposed Placement and the completion of the Proposed Placement are conditional upon, inter alia, the following being fulfilled on or before the long-stop date (being 30 January 2022):
2. 1. the Placee having effected payment in S$ for the placement consideration payable (as stated in section 1.2 of this announcement above) in freely- transferable and immediately available funds to the Company no later than five
      (5) weeks from the date of the Placement Agreement (or such other date as the parties to the Placement Agreement may agree in writing), by way of telegraphic transfer to the bank account designated by the Company (or such other bank account as may be notified by the Company) or by way of banker's draft or cashier's order made out in favour of the Company or in any other manner as otherwise notified by the Company to the Placee in writing;
   2. approval in-principle being obtained from the SGX-ST for the listing and quotation of the Placement Shares on the Official List of the SGX-ST and not having been amended, withdrawn, revoked, rescinded or cancelled and, where such approval is subject to conditions and to the extent that such conditions for the listing and quotation of the Placement Shares on the Official List of the SGX- ST are required to be fulfilled on or before Completion Date (as defined below), they are so fulfilled;
   3. the receipt by the Company and the Placee of all authorisations, consents, clearances, permissions and approvals as are necessary or required by the Company and the Placee under any and all applicable laws (including any corporate approvals and authorisations of the Company and the Placee) and third parties, for or in respect of the Proposed Placement;
   4. the allotment and issue of the Placement Shares not being prohibited by any statute, order, rule or regulation promulgated or issued hereafter by any legislative, executive or regulatory body or authority of Singapore; and
   5. the representations and warranties in the Placement Agreement being true, accurate and correct in all material respects as if made on the Completion Date, with reference to the then existing circumstances and the relevant party to the Placement Agreement having performed in all material respects all of its obligations herein to be performed on or before the Completion Date.
3. Completion
   Pursuant to the terms and conditions of the Placement Agreement, completion of the Proposed Placement shall take place by 21 January 2022 (or such other date as the parties to the Placement Agreement may agree in writing) (the "Completion Date").

3

3. INFORMATION ON THE PLACEE2

1. The Placee is incorporated in New South Wales, Australia, and is in the business of renting or leasing of houses, residential buildings, property or real estate (except as owner or leaseholder). The Placee is not an investment company or a fund.
   Mr Huang Shi Hao ("Mr Huang") is the sole director and majority shareholder (81%) of the Placee. Mr Huang is an experienced private investor who was previously introduced to the Company by an introducer in an earlier placement exercise of the Company which was completed on 9 November 2020. As at the date of this announcement, Mr Huang no longer holds any Shares in the Company. Mr Huang had recently expressed interest to re-invest in the Company and subscribe for the Placement Shares through the Placee for investment purposes.
   The minority shareholder (19%) of the Placee is Southeast Asia Alliance Group Pte. Ltd. ("Southeast Asia Alliance"), a company incorporated in the Republic of Singapore. As at the date of this announcement, Southeast Asia Alliance holds, directly, 1.90% of the Existing Share Capital (and will hold approximately 1.69% of the Enlarged Share Capital following the completion of the Proposed Placement). Southeast Asia Alliance is wholly-owned by Mr Zhang Kai ("Mr Zhang"). Mr Zhang is a private businessman and he does various forms of investments. Mr Zhang has expressed interest to invest in the Company and subscribe for the Placement Shares through the Placee for investment purposes. As at the date of this announcement, Mr Zhang does not hold any Shares in the Company directly.
2. The Placee has represented and warranted to the Company, inter alia, that:
3. 1. the Placee does not fall within the categories to whom the Company is prohibited from issuing Shares to, as set out in Rule 812(1) of the Catalist Rules;
   2. the Placee and its director(s), shareholder(s) and ultimate beneficial owner(s) are not related to any of the Directors or substantial Shareholders of the Company (as defined in Section 81 of the Companies Act, Chapter 50 of Singapore ("Companies Act"));
   3. the Placee is not acting in concert with and/or in accordance with the instructions of any Director(s) and/or substantial Shareholders of the Company (as defined in Section 81 of the Companies Act);
   4. the Placee is not subscribing for the Placement Shares as an agent for or otherwise on behalf of any other persons or entity and is subscribing for the Placement Shares solely for its own beneficial account and not with a view to another person acquiring an investment (as defined in Section 4(1) of the Securities and Futures Act, Chapter 289 of Singapore) in the Placement Shares;
   5. save for being an existing Shareholder (as described above), the Placee and its director(s), shareholder(s) and ultimate beneficial owner(s) have no existing connection (including business relationships) with the Company, the Directors and substantial Shareholders of the Company (as defined in Section 81 of the Companies Act);
   6. the Placee and its director(s), shareholder(s) and ultimate beneficial owner(s) have no representations on the Board and there has been no discussion or plan to-date for the Placee and its director(s), shareholder(s) and ultimate

• Shareholders should note that the information relating to the Placee as set out in section 3.1 of this announcement was provided by the Placee. The Company and the Directors have not independently verified the accuracy and correctness of such information.

4

beneficial owner(s) to be involved in the Company's business, or to take up any director or management role in the Company;

1. the Placee is not holding the Placement Shares in trust or as a nominee;
2. the subscription of the Placement Shares or its part thereof by it will not trigger the requirement under Rule 14 of The Singapore Code on Mergers and Takeovers for it and/or any parties acting in concert with it to make a mandatory general offer to acquire all the issued Shares; and
3. the Placee is not subscribing for the Placement Shares with a view of such Placement Shares being subsequently offered for sale to another person.

4. RATIONALE FOR THE PROPOSED PLACEMENT AND USE OF PROCEEDS

1. The Proposed Placement is undertaken by the Company to raise funds and strengthen the Group's financial position. The Proposed Placement will improve the Group's cash flows to meet anticipated general working capital requirements and provide capital to the Group to fund acquisition of potential assets as and when opportunities arise, as part of the Group's strategy for long-term business growth. The Directors are also of the view that the Proposed Placement is necessary and beneficial to the Group in view of continuing uncertainties over the impact of the COVID-19 pandemic. Should the global situation continue to deteriorate and further affect the market sentiment, the Company may not be able to raise funds when required.
2. The estimated net proceeds raised by the Company from the Proposed Placement (after deducting professional fees and related expenses of approximately S$25,000 (equivalent to approximately US$18,0001)) will amount to approximately S$2,475,000 (equivalent to approximately US$1,807,0001) (the "Net Proceeds").
3. The Company intends to utilise the Net Proceeds for the following purposes:

Use of Net Proceeds	Percentage of Net
	Proceeds
Funding of the Group's Investment and Trading	0% to 30%
Business Segment
General Working Capital of the Group	70% to 100%

1. The Company will make periodic announcements on the utilisation of the Net Proceeds as and when the Net Proceeds are materially disbursed, including whether the use was in accordance with the stated use and in accordance with the percentage allocated as announced, and will provide a status report on the utilisation of such Net Proceeds in its interim and full year financial statements announcement(s) and annual report(s). Where the Net Proceeds are used for working capital purposes, the Company will provide a breakdown with specific details on how the Net Proceeds have been applied in the relevant announcements and annual report(s). Where there is any material deviation from the stated use of proceeds, the Company will announce the reasons for such deviation.
2. Pending the deployment of the Net Proceeds, such Net Proceeds may be placed as deposits with banks and/or financial institutions or invested in short-term money markets or debt instruments or for any other purposes on a short-term basis as the Directors may, in their absolute discretion, deem fit from time to time.

5. FINANCIAL EFFECTS OF THE PROPOSED PLACEMENT

The pro forma financial effects of the Proposed Placement as set out below are for illustrative purposes only and do not necessarily reflect the actual results and financial

5