General Announcement::The Proposed Allotment, Proposed Transfer of Controlling Interest and Additional Share Distribution

CAPITAL WORLDCAPITAL WORLD LIMITED

(Incorporated in the Cayman Islands)

(Company Registration No. CT-276295)

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1. THE PROPOSED ALLOTMENT OF 11,939,595,565 NEW ORDINARY SHARES IN THE CAPITAL OF CAPITAL WORLD LIMITED IN CONNECTION WITH THE SCHEME (AS DEFINED HEREIN);
2. THE PROPOSED TRANSFER OF CONTROLLING INTEREST TO TU, A SCHEME CREDITOR, PURSUANT TO ISSUANCE OF 4,162,737,000 SCHEME SHARES UNDER THE SCHEME; AND
3. THE ADDITIONAL SHARE DISTRIBUTION OF 496,975,896 ADDITIONAL NEW ORDINARY SHARES IN THE CAPITAL OF THE COMPANY TO (1) THE EX-EMPLOYEES, (2) THE FINANCIAL CONTROLLER, (3) THE SCHEME MANAGER, (4) SIOW CHIEN FU, THE CHIEF EXECUTIVE OFFICER AND EXECUTIVE DIRECTOR, (5) LAM KWONG FAI, THE NON- EXECUTIVE AND INDEPENDENT DIRECTOR, (6) LOW CHAI CHONG, THE NON- EXECUTIVE INDEPENDENT CHAIRMAN, (7) LIM KIAN THONG, THE NON-EXECUTIVE AND INDEPENDENT DIRECTOR, (8) TAN LER CHOO, THE NON-EXECUTIVE AND INDEPENDENT DIRECTOR, AND (9) THE COMPANY ADVISOR

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1. INTRODUCTION

1.1. The board of directors ("Board" or "Directors") of Capital World Limited ("Company") refers to:

1. the announcement dated 17 February 2020 in relation to the application

("Application") under Section 211B of the Companies Act (Chapter 50) ("Act") filed by the Company with the High Court of the Republic of Singapore ("Court") to reorganise their liabilities in a Scheme of Arrangement ("Scheme"); and

1. the announcement dated 24 June 2021 in relation to the grant of the Application by the Court.

Unless otherwise defined, all capitalised terms used in this announcement shall bear the same meaning as in the Company's Circular dated 28 October 2021.

1.2. The Board of Directors is convening an EGM to be held on 12 November 2021 to seek

Shareholders' approval for the following ordinary resolutions:

1. the proposed issue of 11,939,595,565 Scheme Shares to the entitled Scheme Creditors pursuant to the Share Distribution under the Scheme (Ordinary Resolution 1);
2. the proposed transfer of controlling interest to Twin Unitrade Sdn Bhd ("TU"), a Scheme
   Creditor, pursuant to the issuance of 4,162,737,000 Scheme Shares under the Scheme (Ordinary Resolution 2);
3. the proposed issue of 74,228,680 Additional New Shares in the capital of the Company to the Dennis Yong and Zhang Da (the "Ex-Employees"), Chan Shuh
   Chet (the "Financial Controller") and David Chew Hock Lin of DHC Capital Pte
   Ltd (the "Scheme Manager") pursuant to the Additional Share Distribution (Ordinary Resolution 3);
4. the proposed issue of 158,000,000 Additional New Shares to Siow Chien Fu, the Chief Executive Officer and Executive Director pursuant to the Additional Share Distribution (Ordinary Resolution 4);

1. the proposed issue of 14,000,000 Additional New Shares to Lam Kwong Fai, the Non-executive and Independent Director pursuant to the Additional Share Distribution (Ordinary Resolution 5);
2. the proposed issue of 18,780,550 Additional New Shares to Low Chai Chong, the non-executive and Independent Director pursuant to the Additional Share Distribution (Ordinary Resolution 6);
3. the proposed issue of 9,500,000 Additional New Shares to Lim Kian Thong, the non-executive and Independent Director pursuant to the Additional Share Distribution (Ordinary Resolution 7);
4. the proposed issue of 12,066,666 Additional New Shares to Tan Ler Choo, the non- executive and Independent Director pursuant to the Additional Share Distribution (Ordinary Resolution 8); and
5. the proposed issue of 210,400,000 Additional New Shares to Dato Wira Eric Tan Eng Huat (the "Company Advisor") pursuant to the Additional Share Distribution (Ordinary Resolution 9);

(collectively, the "Proposed Resolutions").

1. Under the proposed issue of shares under Ordinary Resolution 1, the Company proposes to allot and issue 11,939,595,565 new shares in the Company (the "Share Distribution"), to the creditors of the Company's wholly owned subsidiary, Capital City Property Sdn Bhd
   ("CCPSB") and creditors of the Company that are qualified and accepted by the Scheme (the "Scheme Creditors").
2. Under Ordinary Resolution 3 to Ordinary Resolution 9, the Company proposes to issue
   496,975,896 new shares in the Company (the "Additional New Shares"), representing 27.13% and 3.48% of the total issued share capital of the Company as at 24 October 2021
   (the "LPD") and on an enlarged basis immediately following the allotment and issue of all
   Scheme Shares and Additional New Shares, respectively, to be allotted and issued by the Company to the Ex-Employees, Financial Controller, Scheme Manager, Siow Chien Fu, Low Chai Chong, Lam Kwong Fai, Lim Kian Thong, Tan Ler Choo and Company Advisor at the Issue Price (the "Additional Share Distribution").
3. Shareholders should note that the Ordinary Resolutions 1 and 2 are inter-conditional (the "Inter- conditional Resolutions"). This means that if either one of the Inter-conditional Resolutions is not approved, the other Inter-conditional Resolution will not be passed. The Inter-conditional Resolutions have been structured to be inter-conditional in the abovementioned manner as the Inter-conditional Resolutions pertain to the different corporate actions which constitute the Scheme.

2. INFORMATION ON THE PARTIES RECEIVING SHARES UNDER THE SHARE DISTRIBUTION AND THE ADDITIONAL SHARE DISTRIBUTION

1. The Scheme Creditors comprise the creditors of the Company and the creditors of CCPSB that are qualified and accepted under the terms of the Scheme, the terms of which had been set out in the Scheme Document dated 15 July 2020.
2. The details of the parties under the Company's proposed distribution of the Additional New Shares under the Additional Share Distribution and the reasons for the distribution thereof is as follows:
3. 1. Ex-employees: Dennis Yong was an executive director of the Company from 16 November 2018 to 31 December 2019, and Zhang Da was the Chief Financial Officer of the Company from 4 May 2017 to 31 December 2019. The Company are not issuing any shares to the ex-employees under the Scheme, as ex-employees are excluded

scheme parties under the Scheme. The unpaid salaries owing to Dennis Yong and Zhang Da are S$118,884 and S$102,259 respectively. The Company proposes that that Dennis Yong and Zhang Da be allocated 23,776,800 and 20,451,880 of the Additional New Shares respectively which is derived based on the issue price of S$0.005 (the "Issue Price"), which is the last price on which the Company's shares were traded on SGX-ST on 13 February 2020, which is the last day on which the Company's shares were traded on the SGX-ST prior to suspension. The ex-employees will collectively be allocated 44,228,680 of the Additional New Shares, which is equivalent to an amount of S$221,143. As at LPD, Dennis Yong and Zhang Da do not hold any shares in the Company.

1. Financial Controller: The Financial Controller is Chan Shuh Chet. She is the Company's Financial Controller since 27 May 2021. As at the LPD, she does not hold any shares in the Company. The Company proposes that an amount of S$50,000 to be allocated to the Financial Controller as an appreciation for the effort contributed in the Scheme and preparation of the proposal for resumption of trading. The amount shall be converted into 10,000,000 Additional New Shares which is derived based on the Issue Price.
2. Scheme Manager: DHC was appointed as Scheme Manager under the terms of the
   Scheme. Pursuant to DHC's engagement letter dated 17 February 2020, a fee of S$100,000 is payable upon implementation of the Scheme. The fee is payable in shares of the Company, and the number of shares to be issued is based on the share price at the lower of (i) creditor conversion price to equity or (ii) white knight investment price for shares (if white knight investor issued equity in parallel with the Scheme). DHC had nominated David Chew Hock Lin to receive the shares issued by the Company as payment of the fee on DHC's behalf as DHC does not have a CDP account to accept the shares. Therefore, in payment of the S$100,000 fee to DHC, the Company proposes to issue 20,000,000 Additional New Shares to David Chew Hock Lin based on the Scheme Creditor conversion price to equity, which is S$0.005 per share, same as the Issue Price. As at the LPD, DHC and/or David Chew Hock Lin does not hold any shares in the Company.
3. Siow Chien Fu: Siow Chien Fu is the Chief Executive Officer and the Executive Director of the Company. As at the LPD, Siow Chien Fu holds 503,745,713 Shares, representing 27.50% of the existing share capital of the Company. Pursuant to the Additional Share Distribution, an amount of S$790,000 owing to Siow Chien Fu, the Chief Executive Officer and Executive Director in relation to his director remuneration outstanding from 1 April 2017 to 30 June 2020, shall be converted into 158,000,000 Additional New Shares.
4. Lam Kwong Fai: Lam Kwong Fai is the Non-Executive and Independent Director of the Company. As at the LPD, he does not hold any shares in the Company. The amount payable to Lam Kwong Fai is an amount of S$70,000 as an incentive fee in recognition of his efforts and contributions to the Company in respect of the planning and implementation of the Scheme, and the preparation of the proposal for resumption of trading. Pursuant to the Additional Share Distribution, the Company proposes to issue 14,000,000 Additional New Shares to Lam Kwong Fai.
5. Low Chai Chong: Low Chai Chong is the Non-Executive Independent Chairman of the Company. As at the LPD, he does not hold any shares in the Company. Pursuant to the Additional Share Distribution, the Company proposes to issue 18,780,550 Additional New Shares (which is equivalent to an amount of S$93,903) to Low Chai Chong. The amount payable to Low Chai Chong is an amount of S$41,403 in relation to his director fee outstanding from the periods of 30 September 2019 to 30 June 2020 and an incentive fee of S$52,500 in recognition of his efforts and contributions to the Company in respect of the planning and implementation of the Scheme, and the preparation of the proposal for resumption of trading.

1. 1. Lim Kian Thong: Lim Kian Thong is the Non-Executive and Independent Director of the Company. As at the LPD, he does not hold any shares in the Company. The amount payable to Lim Kian Thong is an amount of S$47,500 as an incentive fee in recognition of his efforts and contributions to the Company in respect of the planning and implementation of the Scheme, and the preparation of the proposal for resumption of trading. Pursuant to the Additional Share Distribution, the Company proposes to issue 9,500,000 Additional New Shares to Lim Kian Thong.
   2. Tan Ler Choo: Tan Ler Choo is the Non-Executive and Non-Independent Director of the Company. As at the LPD, she does not hold any shares in the Company. Tan Ler Choo is also the sister of Dato Wira Eric Tan and the aunt of Mr Colin Tan and Mr Edwin Tan, the substantial shareholders of the Company. The amount payable to Tan Ler Choo is an amount of S$40,333 in relation to her director fee outstanding from the periods of 28 June 2019 to 30 June 2020 and an incentive fee of S$20,000 in recognition of her efforts and contributions to the Company in respect of the planning and implementation of the Scheme, and the preparation of the proposal for resumption of trading. Pursuant to the Additional Share Distribution, the Company proposes to issue 12,066,666 Additional New Shares to Tan Ler Choo.
   3. Dato Wira Eric Tan: Dato Wira Eric Tan had been engaged by the Company since
      May 2020 to assist the Company in the Company's settlement with Achwell Property Sdn. Bhd. ("APSB") with the objective to reduce APSB's entitlement sum ("Entitlement Sum") as much as possible. As at the LPD, Dato Wira Eric Tan holds 984,500 shares of the Company, representing 0.05% of the existing share capital of the Company. As part of Dato Wira Eric Tan's engagement, the Company had agreed that Dato Wira Eric
      Tan will be paid a success fee, calculated at 2.5% of the reduction of the Entitlement Sum. Accordingly, an amount of S$1,052,000 is payable to the Company Advisor based on the term and conditions of the Company Advisor's engagement letter.
2. The offer of the Scheme Shares pursuant to the Share Distribution and the Additional New Shares pursuant to the Additional Share Distribution is made pursuant to the exemptions under Sections 272 and 272B of the SFA. Accordingly, no prospectus or offer information statement will be issued by the Company in connection with the Share Distribution.
3. Each of Mr Siow Chien Fu, Mr Lam Kwong Fai, Mr Low Chai Chong, Mr Lim Kian Thong and
   Ms Tan Ler Choo are "interested persons" pursuant to the Catalist Rules. The issue of the Additional New Shares in settlement of the directors' fee and remuneration (including incentives, where applicable) to the aforementioned directors falls within the exception under Catalist Rule 915(8), hence, compliance with Catalist Rules 905, 906 and 907 for the distribution of the Additional New Shares to the said persons are not required.
4. In relation to the above, the Company is seeking shareholder's approval under Rule 804 and
   812 of the Catalist Rules.

3. PRINCIPAL TERMS OF THE SHARE DISTRIBUTION

1. The Issue Price
   The share issue price for the Share Distribution is S$0.005 ("Issue Price"), being the last price on which the Company's shares were traded on SGX on the 13 February 2020, prior to the suspension of trading of the Company's shares.
2. The issuance of shares under the Share Distribution and Additional Share Distribution
   Pursuant to Section 161 of the Act and Rule 805(1) of the Catalist Rules, the issue and allotment of the shares under the Share Distribution and Additional Share Distribution is subject to shareholder approval. The Company will be seeking specific approval of its shareholders for the issue and allotment of the shares under the Share Distribution and Additional Share Distribution at the EGM to be convened.

The number of the Company's shares distributed to the Company's creditors under the Scheme pursuant to the Share Distribution is 11,939,595,565, which represents approximately 651.69% of the total number of issued Shares in the share capital of the Company at the LPD. Assuming that all the Scheme Shares are issued under the Share Distribution, the shares issued under the Share Distribution will represent approximately 83.68% of the issued share capital of the Company on an enlarged basis immediately following the allotment and issue of all shares pursuant to the Share Distribution and Additional Share Distribution at the Issue Price.

Under the Additional Share Distribution, the number of Additional New Shares being distributed to the Company's creditors is 496,975,896, representing 27.13% and 3.48% of the total issued share capital of the Company as at the LPD and on an enlarged basis immediately following the allotment and issue of all shares pursuant to the Share Distribution and Additional Share Distribution at the Issue Price.

3.3 Conditions Precedent

Completion of the Share Distribution is conditional upon, inter alia:

1. the Court being satisfied that had a meeting of creditors or class of creditors been summoned, the approval of a Requisite Majority in value of each class of Scheme Creditors would have been obtained;
2. the confirmation by the Court pursuant to Section 211I of the Act and a copy of the Order of the Court sanctioning the Scheme being lodged with ACRA pursuant to Section 211I(12) of the Act;
3. the receipt of approval-in-principle from the SGX-ST in relation to the dealing in, listing of and quotation for the Scheme Shares to be issued to the Scheme Creditors;
4. the approval of Independent Shareholders being obtained for the allotment and issuance of the Scheme Shares to the Scheme Creditors and other resolutions (including, but not limited to interested party transactions) in connection thereto at an Extra-Ordinary General Meeting;
5. as at the Scheme Effective Date, there is no resolution being passed or order made for the winding up of the Company or its subsidiaries, no receiver, trustee, judicial manager or similar officer of the Company or its subsidiaries, their assets or any of them being appointed and no encumbrancer taking possession of their assets; and
6. the date that all conditions precedent of the Scheme are satisfied (or waived) to be no later than twelve (12) months after Scheme Effective Date, unless extended or waived in accordance with the Scheme.

As at the LPD, the conditions set out at Clauses 3.3(a) and 3.3 (b) above have been satisfied. Upon the completion of the Share Distribution, the remaining Conditions Precedent in Clauses 3.3(c) to (f) would also have been satisfied.

4. RATIONALE FOR THE SHARE DISTRIBUTION

4.1 Rationale for the Share Distribution

The Share Distribution would allow for a restructuring of its debts and liabilities to enable the Group to strengthen and rebuild its balance sheet and cash flow situations as well as facilitate the possibility of obtaining more investment into the Company going forward. The Board is of the view that following the substantial reduction of its financial debt due to the Share Distribution, the Company envisages that it will be able to operate as a going concern as at the Scheme Effective Date. Subject to the opinion of the Group's Independent Auditors on going concern, the Company is targeting to prepare its proposal for trading resumption