Kori : PROPOSED ISSUE OF 5.0% CONVERTIBLE BONDS DUE 2027 WITH AN AGGREGATE PRINCIPAL AMOUNT OF S$3,000,000 CONVERTIBLE INTO FULLY PAID-UP ORDINARY SHARES OF THE COMPANY

CIRCULAR DATED 31 AUGUST 2022

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY.

This Circular is issued by KORI HOLDINGS LIMITED (the "Company"). If you are in any doubt in relation to this Circular or as to the course of action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.

If you have sold or transferred all your ordinary shares in the capital of the Company held through The Central Depository (Pte) Limited ("CDP"), you need not forward this Circular with the Notice of Extraordinary General Meeting and the attached Proxy Form to the purchaser or transferee as arrangements will be made by CDP for a separate Circular with the Notice of Extraordinary General Meeting and the attached Proxy Form to be sent to the purchaser or transferee. If you have sold or transferred all your shares in the capital of the Company represented by physical share certificate(s), you should immediately forward this Circular, together with the Notice of Extraordinary General Meeting and the accompanying Proxy Form to the purchaser or transferee or to the bank, stockbroker or agent through whom you effected the sale or transfer, for onward transmission to the purchaser or transferee.

This Circular has been reviewed by the Company's sponsor, PrimePartners Corporate Finance Pte. Ltd. (the "Sponsor"). It has not been examined or approved by the Singapore Exchange Securities Trading Limited (the"SGX-ST")and the Exchange assumes no responsibility for the contents of this document, including the correctness of any of the statements or opinions made or reports contained in this document.

The contact person for the Sponsor is Ms Ng Shi Qing, 16 Collyer Quay, #10-00 Collyer Quay Centre, Singapore 049318, [e-mail].

If you are in doubt about its contents or the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, tax adviser or other professional advisers immediately.

KORI HOLDINGS LIMITED

(Company Registration Number 201212407R)

(Incorporated in the Republic of Singapore)

CIRCULAR TO SHAREHOLDERS

IN RELATION TO

PROPOSED ISSUE OF 5.0% CONVERTIBLE BONDS DUE 2027 WITH AN AGGREGATE PRINCIPAL AMOUNT OF S$3,000,000 CONVERTIBLE INTO FULLY PAID-UP ORDINARY SHARES OF THE COMPANY

IMPORTANT DATES AND TIMES

Last date and time for lodgment of Proxy Form Date and time of Extraordinary General Meeting Place of Extraordinary General Meeting

• 12 September 2022 at 2.00 p.m.
• 15 September 2022 at 2.00 p.m.
• The EGM will be held by way of electronic means

	TABLE OF CONTENTS
		PAGE
DEFINITIONS.............................................................................................................................................	3
LETTER TO SHAREHOLDERS
1	INTRODUCTION ..............................................................................................................................	7
2	INFORMATION ON THE SUBSCRIBERS AND THE INTRODUCER................................................	7
3	THE PROPOSED CONVERTIBLE BONDS ISSUE .........................................................................	10
4	RATIONALE FOR THE PROPOSED CONVERTIBLE BONDS ISSUE AND ENTERING INTO THE
	INTRODUCER AGREEMENT.........................................................................................................	16
5	USE OF PROCEEDS......................................................................................................................	16
6	CHAPTER 9 OF THE CATALIST RULES.......................................................................................	17
7	FINANCIAL EFFECTS ...................................................................................................................	17
8	INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS AND CHANGES IN
	SHAREHOLDING STRUCTURE.....................................................................................................	19

9 CONFIRMATION BY DIRECTORS…………………………………………………………………………20

10 DIRECTORS' RECOMMENDATION...............................................................................................

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11 STATEMENT BY THE AUDIT COMMITTEE ON THE PROPOSED CONVERTIBLE BONDS ISSUE

....................................................................................................................................................... 20

12	DIRECTOR'S RESPONSIBILITY STATEMENT..............................................................................	20
13	ABSTENTION BY SHAREHOLDERS.............................................................................................	21
14	CAUTIONARY STATEMENT..........................................................................................................	21
15	EXTRAORDINARY GENERAL MEETING......................................................................................	21
16	NO DESPATCH OF PRINTED COPIES OF CIRCULAR, NOTICE OF EGM AND PROXY FORMS 21
17	ACTION TO BE TAKEN BY SHAREHOLDERS .............................................................................	22
18	DOCUMENTS FOR INSPECTION ..................................................................................................	22
NOTICE OF EXTRAORDINARY GENERAL MEETING ............................................................................	23
PROXY FORM...………………………………………………………………………………………………………27

DEFINITIONS

The following definitions apply throughout in this Circular except where the context otherwise requires:

"Announcement"	: The announcement made by the Company on 14 August 2022 in
	relation to the Convertible Bonds Subscription Agreement.
"Audit Committee"	: The audit committee of the Company for the time being.
"Board" or "Board of Directors"	: The board of Directors of the Company for the time being.
"Bond Certificates"	Has the meaning ascribed to it in Paragraph 3.1.2 of this Circular.
"Bondholders"	: Persons in whose names are registered on the Company's register
	of bondholders.
"Business Day"	: Means a day (excluding Saturday, Sunday or a public holiday),
	ending at 5.00 pm, on which the SGX-ST is open for trading.
"Catalist"	: The sponsor-supervised listing platform of the SGX-ST.
"Catalist Rules"	: Listing Manual (Section B: Rules of Catalist) of the SGX-ST, as
	may be amended, varied or supplemented from time to time.
"CDP"	: The Central Depository (Pte) Limited.
"Circular"	: This Circular to Shareholders dated 31 August 2022.
"Companies Act"	: The Companies Act 1967 of Singapore, as may be amended,
	modified or supplemented from time to time.
"Company"	: Kori Holdings Limited.
"Completion Date"	: Means the date falling within five Business Days from the
	satisfaction of the last of the conditions precedent set out in the
	Convertible Bonds Subscription Agreement or such other date as
	the Company and the Subscribers may mutually agree in writing.
"Conditions"	: The conditions governing the Convertible Bonds, a summary of
	which is set out in Paragraph 3.1.2 of this Circular.
"Conversion Date"	: Has the meaning ascribed to it in Paragraph 3.1.2 of this Circular.
"Conversion Notice"	: The notice issued or to be issued by the Bondholder(s) in
	connection with a conversion of the Convertible Bonds pursuant to
	the Conditions.
"Conversion Price"	: Has the meaning ascribed to it in Paragraph 1.1.2 of this Circular.
"Conversion Right"	: Has the meaning ascribed to it in Paragraph 3.1.2 of this Circular.
"Conversion Shares" and each a	: Duly authorised, validly issued, fully paid and unencumbered
"Conversion Share"	Shares to be issued upon conversion of the Convertible Bonds.

"Convertible Bonds Subscription :	The convertible bonds subscription agreement dated 14 August
Agreement"		2022 entered into between the Company and the Subscribers in
		relation to the Convertible Bonds.
"Convertible Bonds"	:	All or any of the convertible notes of up to S$3,000,000 in aggregate
		principal amount to be issued to the Subscribers pursuant to the

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		terms of the Convertible Bonds Subscription Agreement and the
		Conditions.
"Director(s)"	: A person (or persons) holding office as a director for the time being
		of the Company.
"EGM"	: The extraordinary general meeting of the Company to be held on
		15 September 2022 at 2.00 p.m., notice of which is given in the
		Notice of EGM.
"Enlarged Share Capital"	: The issued ordinary share capital of the Company upon completion
		of the issuance and full conversion of the Convertible Bonds at the
		Maturity Date, being 117,950,000 Shares.
"EPS"	:	Earnings per Share.
"Event of Default"	: Has the meaning ascribed to it in Paragraph 3.1.2 of this Circular.
"Existing Share Capital"	: The issued ordinary share capital of the Company as at the date of
		this Circular, being 99,200,000 Shares.
"FY"	: Financial year of the Company ended or ending 31 December, as
		the case may be.
"Group"	: The Company and its subsidiaries.
"Introducer"	:	Shine Medi-Capital Pte. Ltd..
"Introducer Agreement"	: The introducer agreement dated 4 May 2022 entered into between
		the Company and the Introducer.
"Introducer Fee"	: Has the meaning ascribed to it in Paragraph 2.2.6 of this Circular.
"Issue Date"	: Has the meaning ascribed to it in Paragraph 3.1.2 of this Circular.
"KHHL"	: Has the meaning ascribed to it in Paragraph 2.1.2 of this Circular.
"Latest Practicable Date"	: 26 August 2022, being the	latest practicable date prior to	the
		publishing of this Circular.
"Maturity Date"	: The maturity date of the	Convertible Bonds, being the	5th
		anniversary of the Issue Date.
"Net Proceeds"	: Has the meaning ascribed to it in Paragraph 5.1 of this Circular.
"NAV"	:	Net asset value.
"Notice of EGM"	: The notice to Shareholders of the EGM as set out on page 23 of
		this Circular.
"Proposed Convertible Bonds	: The proposed issue of the Convertible Bonds to the Subscribers
Issue"		pursuant to the terms of the Convertible Bonds Subscription
		Agreement and the Conditions.
"Proposed Conversion Shares	: The proposed issue of Conversion Shares upon conversion of the
Issue"		Convertible Bonds pursuant to the terms of the Convertible Bonds
		Subscription Agreement and the Conditions.
"Proxy Form"	: The proxy form in respect of the EGM as set out in this Circular.
"Redemption Amount"	:	in relation to any Convertible Bond redeemed or to be redeemed,

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	an amount which is equal to the Issue Price plus any outstanding
	interest accrued thereon in accordance with the Conditions from the
	Issue Date up to and including the date of redemption.
"Securities Account"	: A securities account maintained by a Depositor with CDP but does
	not include a securities sub-account.
"Securities and Futures Act"	: Securities and Futures Act 2001 of Singapore, as amended or
	modified from time to time.
"SGX-ST"	: Singapore Exchange Securities Trading Limited.
"Shareholders"	: Persons who are registered as holders of Shares in the register of
	members of the Company except that where the registered holder
	is CDP, the term "Shareholders" shall, where the context admits,
	mean the depositors in the depository register maintained by CDP
	and into whose Securities Accounts those Shares are credited.
"Shares"	: Ordinary shares in the capital of the Company.
"Sponsor"	PrimePartners Corporate Finance Pte. Ltd.
"Subscriber 1"and "Subscriber 2"	: Has the meaning ascribed to it in Paragraph 1.1.1 of this Circular.
(collectively the "Subscribers")
"Take-over Code"	: The Singapore Code on Take-overs and Mergers, as modified,
	supplemented or amended from time to time.
"%" or "per cent."	: Percentage or per centum.
"S$" and "cents"	: Singapore dollars and cents, respectively.

The terms "depositor", "depository agent" and "depository register" shall have the meanings ascribed to them, respectively, in Section 81SF of the Securities and Futures Act or any statutory modification thereof, as the case may be.

The expressions "associate" and "controlling shareholder" shall have the meaning ascribed to them in the Catalist Rules.

The expressions "subsidiary", "substantial shareholder" and "treasury shares" shall have the meaning ascribed to them respectively in the Companies Act and in Section 2 of the Securities and Futures Act.

Words importing the singular shall, where applicable, include the plural and vice versa, and words importing the masculine gender shall, where applicable, include the feminine and neuter genders. References to persons shall, where applicable, include corporations.

Any reference in this Circular to any enactment is a reference to that enactment for the time being amended or re-enacted. Any word defined under the Cayman Companies Law, the Securities and Futures Act and the Catalist Rules or any modification thereof and used in this Circular shall, where applicable, have the meaning ascribed to it under the Cayman Companies Law, the Securities and Futures Act and the Catalist Rules or any modification thereof, as the case may be.

The headings in this Circular are inserted for convenience only and shall be ignored in construing this Circular.

Any reference in this Circular to a time of day and date shall be a reference to Singapore time and date respectively, unless otherwise stated.

Any discrepancy with the tables in this Circular between the listed amounts and the totals thereof is due to rounding.

For the purposes of this Circular, Chancery Law Corporation has been appointed as the legal counsel to the

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