Placements::PROPOSED PLACEMENT EXERCISE - ENTRY INTO PLACEMENT AGREEMENTS

Ntegrator International Ltd.

(Incorporated in the Republic of Singapore)

(Company Registration Number 199904281D)

PROPOSED PLACEMENT EXERCISE - ENTRY INTO PLACEMENT AGREEMENTS

1. Introduction

1. The Board of Directors (the "Board") of Ntegrator International Ltd. (the "Company" and together with its subsidiaries, the "Group") wishes to announce that the Company has on 20 October 2021 entered into two separate conditional placement agreements (the "Placement Agreements") with
   Ms Zheng Ze Li ("Ms Zheng") and Industrial Electronics Pte Ltd ("IEPL") (each a "Subscriber", collectively, the "Subscribers") in relation to, inter alia:
2. 1. a proposed allotment and issuance of an aggregate of 102,050,000 new ordinary shares in the Company (the "Subscription Shares") to Ms Zheng at a subscription price of S$0.0082 per Subscription Share;
   2. a proposed issuance of 102,050,000 free Warrants (the "Warrants"), to Ms Zheng, each Warrant shall grant the holder thereof the right to subscribe for one new ordinary share in the
      Company (the "Exercised Share") at an exercise price of S$0.0082 for each Exercised Share
      (the "Exercise Price");
   3. a proposed allotment and issuance of an aggregate of 70,350,000 Subscription Shares to IEPL at a subscription price of S$0.0082 per Subscription Share; and
   4. a proposed issuance of 70,350,000 free Warrants to IEPL, each Warrant shall grant the holder thereof the right to subscribe for one Exercised Share at the Exercise Price for each Exercised Share,
      (the "Proposed Placement Exercise").
3. The Proposed Placement Exercise is undertaken pursuant to Section 272B of the Securities and
   Futures Act, Chapter 289 of Singapore (the "SFA"). The Subscription Shares and the Warrants have been offered solely and sold to the Subscribers under Section 272B of the SFA and no prospectus or offer information statement in connection with the offer and sale of the Subscription Shares and the Warrants will be registered in Singapore with the Monetary Authority of Singapore under the SFA.
4. No lead manager, co-manager, placement agent or underwriter has been appointed and no commission is payable to any lead manager, co-manager, placement agent or underwriter in connection with the Proposed Placement Exercise.
5. The Company does not have any existing convertible securities as at the date of this announcement.

2. Information on the Subscribers and Introducer

The information on the Subscribers and the Introducer provided below was provided to the Company by the Subscribers and the Introducer, respectively. In respect of such information, the Board has not conducted an independent review or verification of the accuracy and correctness of the statements and information below. The Board's responsibility is limited to the proper extraction and reproduction herein in the context that is being disclosed in this announcement.

1. Information on the Introducer of Ms Zheng
   Bluemount Capital Limited, a consultant of the Company, introduced Ms Zheng to the Company. No introducer fees are payable to Bluemount Capital Limited in connection with the Proposed Placement Exercise.
   Bluemount Capital Limited is a wholly owned subsidiary of Bluemount Financial Group Limited. Mr Leung Yu Tung Stanley is an independent non-executive director of Echo International Holdings Group Limited which holds 30% of the total issued share capital in Bluemount Financial Group Limited. Mr Leung Yu Tung Stanley is also an Independent Non-Executive Director of the Company.
   Save as disclosed above, none of the directors and substantial shareholders of the Company has any interest (direct or indirect) in the remaining 70% of the total issued share capital in Bluemount Financial Group Limited.
2. Information on the Subscriber, Ms Zheng
   Ms Zheng Ze Li, is an individual currently residing in Hong Kong and is a private investor.
   Ms Zheng is subscribing for the Subscription Shares for investment purposes. To the best of its knowledge, information and belief, the Company is not aware of any material fact or matter or circumstance in connection with the allotment and/or issuance of Subscription Shares, Warrants and Exercised Shares to Ms Zheng which would give rise to a material conflict of interest. For the avoidance of doubt, Ms Zheng will not be appointed as a director of the Company or be involved in the day-to-day operations of the Company and the Group.
   As at the date of this announcement, Ms Zheng does not hold any ordinary shares in the share capital of the Company ("Shares").
3. Information on the Subscriber, IEPL
   Industrial Electronics Pte Ltd (Company Registration Number 198602862G) is a private company limited by shares incorporated in Singapore on 18 December 1986 and has an issued and paid-up share capital of S$140,791 comprising 30,000,000 ordinary shares as at the date of this announcement. IEPL is a company in the business of selling watches, and is also in the business of doing projects for the Government agencies in Singapore and selling electronics to companies. IEPL is 99.89%-owned by Mr Pan Jiye who is the sole director of IEPL. Mr Pan Jiye is from China and is currently residing in Singapore. The remaining 0.11% of IEPL is held by Mr Woon Tin Kek (0.1%) and Industronics (HK) Ltd. (0.01%). Mr Pan is a nominee director of Industronics (HK) Ltd..
   Mr Christian Kwok-Leun Yau Heilesen ("Mr Heilesen"), the executive director of the Company, has business dealings with IEPL. Mr Heilesen introduced IEPL to the Company. No introducer fees are payable to Mr Heilesen.

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Mr Pan Jiye, Mr Woon Tin Kek and IEPL have confirmed that IEPL is subscribing for 70,350,000 Subscription Shares for investment purposes. To the best of its knowledge, information and belief, the Company is not aware of any material fact or matter or circumstance in connection with the allotment and/or issuance of Subscription Shares, Warrants and Exercised Shares to IEPL which would give rise to a material conflict of interest. For the avoidance of doubt, IEPL, Mr Pan Jiye and Mr Woon Tin Kek will not be appointed nor will not be appointing any nominees as a director of the Company or be involved in the day-to-day operations of the Company and the Group.

As at the date of this announcement, IEPL, Mr Pan Jiye and Mr Woon Tin Kek do not hold any ordinary shares in the Company.

2.4 Representations from the Subscribers

Each of the Subscribers has represented that:

1. Each of the Subscribers is not acquiring the Subscription Shares as trustee to beneficiaries of a trust nor is the Subscriber acting on behalf of another person (whether as an agent or otherwise) in connection with its acquisition of the Subscription Shares.
2. Each of the Subscribers is subscribing for the Subscription Shares for investment purposes and not subscribing for the Subscription Shares with a view to subsequently offer the Subscription Shares for sale to another person, other than in reliance on an exemption under the Securities and Futures Act, Chapter 289 of Singapore (the "SFA").
3. Each of the Subscribers will do all acts and things as may be required in order to comply with Section 272B of the SFA.
4. As at the date of the respective Placement Agreements, each of the Subscribers, together with persons acting in concert with each of them, do not hold any shares which carry voting rights of the Company.
5. Each of the Subscribers will not, as a result of the allotment and issue of the Subscription Shares to each of the Subscribers, acquire shares which (taken together with shares held or acquired by persons acting in concert with her) carry 30% or more of the voting rights of the Company.
6. Each of the Subscribers is not acting in concert with any director or shareholder of the Company.
7. Each of the Subscribers will not, as a result of the allotment and issue of the Subscription Shares, Warrants and Exercised Shares to each of the Subscribers, acquire a controlling interest under the Catalist Rules.
8. Each of the Subscribers is not (i) a director or a substantial shareholder of the Company; (ii) an immediate family member of a directors or a substantial shareholder of the Company; and (iii) a substantial shareholder of a substantial shareholder of the Company.
9. Save as disclosed in Paragraph 2.3 above, each of the Subscribers has no connections (including business and financial relationships) with the Company, its directors and substantial shareholders.
10. Each of the Subscribers is not acting in accordance with the instructions or direction of any director or shareholder of the Company, nor is each of the Subscribers under any obligation to

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act in accordance with the instructions or direction of any director or shareholder of the Company.

IEPL has additionally represented that:

1. it is not formed primarily for the purpose of acquiring the Subscription Shares; and
2. that it is not a corporation in whose shares the Company's directors and substantial shareholders have an aggregate interest of at least 10%.

3. Rationale for the Proposed Placement Exercise

1. In view of the existing working capital requirements of the Company, the Company is undertaking the Proposed Placement Exercise to provide additional general working capital to the Group. The Group intends to utilise the Net Proceeds (as defined below) from the Proposed Placement Exercise for general working capital purposes.
2. The rationale for the issuance of the Warrants, in addition to the proposed allotment and issuance of the Subscription Shares, is for the Company to benefit from additional funds expected to be raised for working capital whenever the Warrants are exercised into Exercise Shares during the Exercise Period (as defined below) which is expected to be approximately an aggregate of S$2.8 million.
3. On 25 May 2021, the Company announced that the Company had on 25 May 2021 entered into a conditional placement agreement with Ms Zhou Qilin in relation to, inter alia, a proposed allotment and issue of an aggregate of 187,863,480 new ordinary shares in the Company to Ms Zhou Qilin at a subscription price of S$0.01094 per subscription share. According to the announcement dated 30 June 2021, the placement exercise was completed on 30 June 2021 and 187,863,480 new ordinary shares were allotted and issued to Ms Zhou Qilin on 30 June 2021 which were listed and quoted on the Catalist Board of the Singapore Exchange Securities Trading Limited (the "SGX-ST") on 2 July 2021 ("30 June 2021 Placement"). 20% of the net proceeds of approximately S$0.4 million from the 30 June 2021 Placement which was allocated for general working capital had been utilised and the remaining net proceeds of approximately S$1.6 million intended to fund acquisitions and new business opportunities have not been unutilised. Please refer to the announcements made by the Company on 25 May 2021, 28 May 2021, 23 June 2021, 29 June 2021 and 30 June 2021 for further details on the 30 June 2021 Placement.

4. The Proposed Placement Exercise

4.1 Key Terms of the Issuance of the Subscription Shares

Number of	: 172,400,000	Subscription Shares
Subscription Shares
	172,400,000	Subscription Shares represents:

1. approximately 13.76% of existing total issued share capital of the Company (excluding treasury shares and subsidiary holdings) comprising 1,253,258,714 ordinary shares; and
2. approximately 12.09% of the enlarged total issued share capital of the Company (excluding treasury shares and subsidiary holdings) comprising 1,425,658,714 ordinary shares after the allotment and issue of the 172,400,000 Subscription Shares (excluding the 172,400,000 Exercised Shares).

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Subscription Price

: S$0.0082

The Subscription Price of S$0.0082 per Subscription Share represents a discount of approximately 10.0% to the weighted average price of S$0.0091 for trades done on the SGX-ST for the full market day on 15 October 2021, being the last market day on which the shares of the Company were traded, prior to the trading halt on 18 October 2021 and the signing of the Placement Agreements on 20 October 2021.

		The aggregate total subscription amount to be paid by the
		Subscribers for the 172,400,000	Subscription	Shares	is
		S$1,413,680. The subscription price for the	172,400,000
		Subscription Shares was arrived at arm's length and on a willing-
		buyer-willing-seller basis, after taking into account, inter alia, the
		weighted average price of S$0.0091 for trades done on the SGX-ST
		on 15 October 2021, being the last market day on which the shares
		of the Company were traded, prior to the trading halt on 18 October
		2021 and the signing of the Placement Agreements on 20 October
	2021.
		Taking into account the Exercise Price of the Warrants as further
		detailed below under "Exercise Price" in Paragraph 4.2, the
		effective price of the Subscription Shares is the same as that of the
		Warrants, being S$0.0082 which represents an effective discount of
		approximately 10.0% to the weighted average price of S$0.0091 for
		trades done on the SGX-ST for the full market day on 15 October
		2021, being the last market day on which the shares of the Company
		were traded, prior to the trading halt on 18 October 2021 and the
		signing of the Placement Agreements on 20 October 2021.
Authority to Allot and	: The Subscription Shares will be allotted and issued under	the
Issue the Subscription		general mandate granted by shareholders of the Company at the
Shares		extraordinary general meeting of the Company held on 21 May 2021
		(the "General Mandate") authorising directors of the Company to,
		inter alia, allot and issue new ordinary shares in the Company (other
		than on a pro rata basis) not exceeding 50% of the total number of
		issued ordinary shares in the Company (excluding treasury shares
		and subsidiary holdings) at the time the resolution relating to the
		General Mandate was passed. Please find details on the General
		Mandate set out below:
				Number of	%(2)
				Shares
		Number of Shares as at the date of		1,065,395,234	100
		the General Mandate
		General Mandate to allot and issue		532,697,617	50
		Shares other than on a pro rata
		basis
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