Placements::Proposed Placement of 48,309,179 New Ordinary Shares in the Capital of the Company

MIYOSHI LIMITED

(Incorporated in the Republic of Singapore)

(Company Registration No. 198703979K)

PROPOSED PLACEMENT OF 48,309,179 NEW ORDINARY SHARES IN THE CAPITAL OF THE COMPANY

1. INTRODUCTION
   The board of directors (the "Board" or "Directors") of Miyoshi Limited (the "Company" and together with its subsidiaries, the "Group") wishes to announce that the Company had on 16 December 2021 entered into a placement agreement (the "Placement Agreement") with (i) Sycamore Capital SPC, acting for and on behalf of and for the account of Sycamore Equity Fund SP and (ii) FTAG Asset Management Ltd. (collectively, the "Subscribers") pursuant to which the Subscribers shall subscribe, and the Company shall allot and issue to the Subscribers 48,309,179 new ordinary shares (the "Placement Shares") in the capital of the Company at an issue price of S$0.02070 per Placement Share, for a total aggregate subscription amount of S$1,000,000 (the "Subscription Price"), upon the terms and subject to the conditions set out in the Placement Agreement (the "Proposed Placement").
   The Proposed Placement is made pursuant to the exemption under Section 272B of the Securities and Futures Act (Chapter 289) of Singapore. As such, no prospectus or offer information statement will be issued by the Company in connection with the Proposed Placement.
2. THE PROPOSED PLACEMENT

2.1. The Issue Price

Pursuant to the Placement Agreement, the issue price for the Placement Shares(the "Issue Price") shall be (i) equivalent to 90% to the weighted average price for the ordinary shares in the capital of the Company ("Shares"), as traded on the SGX-ST for the full market day on the date of the Placement Agreement and (ii) shall be based on the weighted average price per Share published by Bloomberg L.P. or such other sources that the Company and the Subscribers may mutually agree in writing, and the weighted average price per Share shall be set at four (4) decimal places. If trading of the Shares on the SGX-ST is not available for a full market day, the weighted average price must be based on the trades done on the preceding market day up to the time the Placement Agreement is signed.

The Issue Price was arrived at following arm's length negotiations between the Company and the Subscribers, taking into account the prevailing trading price of the Shares and the financial position and prospects of the Company. The Issue Price is within the 10% discount limit as stated in Rule 811(1) of the Catalist Rules.

Accordingly, the Issue Price for the Proposed Placement is S$0.0207 per Placement Share, being equivalent to 90% of S$0.0230, the weighted average price per Share, based on trades done on the SGX-ST on 16 December 2021, being the full market day on the date of the Placement Agreement.

2.2. The Placement Shares

As at the date of this announcement, the Company has an issued share capital of 614,829,408 Shares (excluding 16,358,600 Treasury Shares and subsidiary holdings). Immediately following

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the completion of the Proposed Placement, the Company will have an enlarged share capital of 663,138,587 Shares (excluding Treasury Shares and subsidiary holdings). The 48,309,179 Placement Shares represents approximately 7.86% of the issued Shares of the Company as at the date of this announcement and approximately 7.28% of the issued Shares comprised in the enlarged share capital of the Company post-issuance of the Placement Shares.

The Placement Shares, when allotted and issued, shall rank pari passu in all respects with, and shall carry all rights similar to, the then existing issued ordinary shares of the Company, except that they will not rank for any dividend, right, allotment or other distribution, the record date of which falls on or before the Issue Date (as defined below).

The allotment and issuance of the Placement Shares will not result in any transfer of controlling interest in the Company pursuant to Rule 803 of the Catalist Rules. The Company will not proceed with the Proposed Placement without the prior approval of shareholders of the Company in a general meeting if such issuance would bring about a transfer of controlling interest.

There is no moratorium imposed on the Placement Shares.

There are no share borrowing arrangements for the Proposed Placement.

1. Authority for the issuance of the Placement Shares
   The Placement Shares will be issued pursuant to the general mandate of the Directors (the "General Mandate") for the allotment and issuance of new Shares duly approved by the shareholders of the Company at its annual general meeting ('AGM") held on 28 December 2020 ("2020 AGM"), in which the Directors are authorised and empowered to, inter alia, allot and issue Shares in the Company not exceeding 100% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) at the time of passing of the General Mandate, of which the aggregate number of Shares to be issued other than on a pro-rata basis to shareholders of the Company shall not exceed 50% of the total issued Shares (excluding treasury shares and subsidiary holdings).
   As at the date of the 2020 AGM, the total number and issued share capital of the Company was 599,960,890 Shares (excluding Treasury Shares and subsidiary holdings). Therefore, the total number of Shares that may be issued pursuant to the General Mandate is 599,960,890, of which the maximum number of Shares to be issued other than on a pro-rata basis is 299,980,445 Shares. The Company had, on 14 October 2021, issued 18,518,518 Shares at the issue price of S$0.0270 per placement share under the General Mandate pursuant to a placement exercise which was completed on 14 October 2021 (the "Previous Placement Exercise"), raising net proceeds of approximately S$424,000. As 18,518,518 Shares were previously issued under the General Mandate, the Company is authorised to issue the balance of up to 281,461,927 Shares other than on a pro-rata basis. Accordingly, the proposed allotment and issuance of 48,309,179 Placement Shares is within the limits of the General Mandate approved by the shareholders of the Company at the 2020 AGM.
2. Application to the SGX-ST
   The Company will be making an application to the SGX-ST, through the Sponsor, PrimePartners Corporate Finance Pte. Ltd., to obtain the listing of and quotation for such Placement Shares on the Catalist of SGX-ST (the "Listing Approval"). The Company will make the necessary announcement once the Listing Approval has been obtained from the SGX-ST.

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1. SALIENT TERMS OF THE PLACEMENT AGREEMENT

1. Subscribers' Undertaking

Pursuant to the Placement Agreement, the Subscribers undertakes that it shall not seek management control of the Company.

1. Placement Completion
   The allotment and issuance of the Placement Shares is scheduled to take place on the date falling no later than two (2) market days following the satisfaction or waiver (as the case may be) of the Conditions Precedents as set out in paragraph 3.3 below (the "Issue Date").
2. Conditions Precedent
   The Subscribers shall not be obliged to subscribe for any Placement Shares unless the following conditions (the "Conditions Precedent") have been satisfied on or prior to the date on which the Conditions Precedents are fulfilled:
3. 1. the Listing Approval being obtained from the SGX-ST (on conditions, if any, reasonably acceptable to the Company and the Subscribers, and to the extent that any conditions for the listing of and quotation for such Placement Shares on the Catalist of the SGX-ST are required to be fulfilled on or before the Issue Date, they being so fulfilled) having been obtained and such approval being in full force and effect as at the Issue Date;
   2. the General Mandate being in full force and effect as at the Issue Date;
   3. the issue and subscription of such Placement Shares on the Issue Date not being prohibited by its constitutive documents, any statute, order, rule or regulation promulgated after the date of the Placement Agreement by any legislative, executive or regulatory body or authority of Singapore which is applicable to the Company; and
   4. all the representations and warranties of each of the Company and the Subscribers being true and accurate in all material respects as of the date of the Placement Agreement and as at the Issue Date.
4. Costs and Expenses
   Pursuant to the Placement Agreement, the Company will bear and pay:
5. 1. all cost and expenses incurred by the Company in connection with the preparation of the Placement Agreement and any other related agreements, and any other documents relating to the issuance and allotment of the Placement Shares pursuant to the terms and conditions of the Placement Agreement;
   2. all professional fees, cost and expenses incurred by the Subscribers in connection with the preparation of the Placement Agreement and facilitating the subscription of the Placement Shares unless agreed otherwise in writing between the Company and the Subscribers;
   3. all fees, costs, and expenses incurred or payable in connection with the listing of the Placement Shares on the Catalist of the SGX-ST;
   4. the fees and expenses of the Company's legal and other professional advisers (including auditors, if any) incurred in connection with the issue of the Placement Shares pursuant to the terms and conditions of the Placement Agreement;

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1. in connection with the Placement Shares subscribed by Sycamore Equity Fund SP, an administrative fee of 10.0% of the aggregate nominal value of the Placement Shares subscribed for (the "Sycamore Administrative Fee") is payable to Sycamore Capital SPC on the Issue Date of such Placement Shares. The Company agrees that to facilitate this payment, the Sycamore Administrative Fee payable shall be deducted by Sycamore Capital SPC directly from the Subscription Price payable by Sycamore Equity Fund SP to the Company for the subscription of the Placement Shares, unless otherwise agreed in writing between the parties;
2. in connection with the Placement Shares subscribed by FTAG Asset Management Ltd., an administrative fee of 10.0% of the aggregate nominal value of the Placement Shares subscribed for (the "FTAG Administrative Fee") is payable to FTAG Asset Management Ltd.'s fund administrator, FTAG Capital Markets Ltd, on the Issue Date of such Placement Shares. The Company agrees that to facilitate this payment, the FTAG Administrative Fee payable shall be deducted by FTAG Capital Markets Ltd directly from the Subscription Price payable by FTAG Asset Management Ltd. to the Company for the subscription of the Placement Shares, unless otherwise agreed in writing between the parties;
3. all fees, costs and expenses incurred in connection with the continued listing or listing of the Placement Shares on the Catalist; and
4. all other costs and expenses in connection with the performance by the Company of its obligations under the Placement Agreement.

The Company notes that the Sycamore Administrative Fee and the FTAG Administrative Fee are expenses payable directly to Sycamore Capital SPC and FTAG Capital Markets Ltd, and not for the benefit of the Subscribers. The imposition of such an expense is common in similar fund raising exercises. The Sycamore Administrative Fee and FTAG Administrative Fee was commercially negotiated between the Company and the Subscribers, and the Company made a commercial decision to incur such an expense in the interests of the Company in light of the difficulties in obtaining financing due to the current COVID-19 pandemic.

3.5. Sycamore's undertaking under the Framework Agreement

Under the framework agreement dated 20 September 2021 (as amended by the amended and restated framework agreement dated 12 October 2021) in connection with the Previous Placement Exercise, Sycamore Capital SPC, acting on behalf of and for the account of Sycamore Equity Fund SP (a segregated portfolio set up under Sycamore Capital SPC), had given an undertaking that it shall not hold more than 5% of the enlarged share capital of the Company at any one time ("Sycamore's Undertaking"). In light of the initial structure of the Previous Placement Exercise being for a maximum of 250,000,000 placement shares in a maximum of ten (10) separate tranches, Sycamore's Undertaking was given to demonstrate that it had no intention to take control of the Company. The structure of the Previous Placement Exercise was subsequently simplified to be for only 18,518,518 Placement Shares in a single placement following the entry into the amended and restated framework agreement dated 12 October 2021.

As the current structure of the Proposed Placement allows the parties to determine the exact shareholding after the placement, the initial concern is no longer an issue and the Company and Sycamore Capital SPC have therefore agreed, under the Placement Agreement, to revoke Sycamore's Undertaking.

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4. THE SUBSCRIBERS

Shareholders should note that information relating to the Subscribers in this paragraph and elsewhere in this announcement was provided by the Subscribers. The Company and the Directors have not independently verified the accuracy and correctness of such information herein.

4.1. Pursuant to the Placement Agreement, the Company will allot and issue to the following Subscribers the number of Placement Shares set out against their respective names below:

Name	of	Number of	Existing		Interest	in	As		a	As	a
Subscriber	Placement	interest	in	Shares		percentage	of	percentage	of
		Shares	Shares		after	the	the Company's	the
			(direct	or	Proposed	issued	share	Company's
			deemed)		Placement	capital	as	at	enlarged
					(direct	or	the date of this	share capital
					deemed)		announcement	post-issuance
							(%) (1)			of	the
										Placement
										Shares
										(%) (2)
Sycamore	33,816,425	34,918		33,851,343	5.51			5.10
Capital SPC
FTAG	Asset	14,492,754	0		14,492,754	2.36			2.19
Management
Ltd.

Notes:

1. Based on the existing and paid-up capital of 614,829,408 Shares (excluding 16,358,600 Treasury Shares and subsidiary holdings) as at the date of this Announcement.
2. Based on the enlarged share capital of 663,138,587 Shares immediately following the allotment and issuance of 48,309,179 Placement Shares.

4.2. Information on Sycamore Capital SPC

Sycamore Capital SPC is an exempted company incorporated and registered as a segregated portfolio company in the Cayman Islands and is acting on behalf of and for the account of the Sycamore Equity Fund SP. Sycamore Equity Fund SP is a segregated portfolio set up under Sycamore Capital SPC and is registered as a restricted scheme with the Monetary Authority of Singapore.

The investors of Sycamore Equity Fund SP consist of accredited investors only.

Sycamore Capital SPC has appointed Lucerne Asset Management Pte. Ltd. ("Lucerne"), a capital markets services license holder granted by the Monetary Authority of Singapore to serve as the discretionary investment manager of all the investments of the Sycamore Capital SPC. Lucerne is incorporated on 24 June 2016 in Singapore and its registered office is at 80 Tras Street, #01-03, Singapore 079019.

The investment objective of Sycamore Equity Fund SP is to achieve medium to long-term capital appreciation through investment in various financial instruments that assist small and medium capitalisation, publicly listed companies. The investment strategy of Sycamore Equity Fund SP is to invest in quoted shares and options but not limited to warrants, rights issue, preference shares, notes, convertible instruments and derivatives.

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