Placements::Proposed Placement of Aggregate of 30,000,000 Ordinary Shares & 30,000,000 Warrants in the Company

JUBILEE INDUSTRIES HOLDINGS LTD.

(Company Registration No. 200904797H)

(Incorporated in the Republic of Singapore)

1. PROPOSED PLACEMENT OF AN AGGREGATE OF 30,000,000 ORDINARY SHARES IN THE CAPITAL OF THE COMPANY ("PLACEMENT SHARES") AT THE ISSUE PRICE OF S$0.05 PER SHARE; AND
2. PROPOSED ISSUE OF AN AGGREGATE OF 30,000,000 NON-LISTED, TRANSFERABLE WARRANTS CARRYING THE RIGHT TO SUBSCRIBE FOR ONE (1) SHARE EACH IN THE CAPITAL OF THE COMPANY AT THE EXERCISE PRICE OF S$0.05 PER WARRANT, ON THE BASIS OF ONE (1) WARRANT FOR ONE (1) PLACEMENT SHARE.
   (COLLECTIVELY, THE "PROPOSED PLACEMENT")

1. INTRODUCTION

1. The board of directors (the "Board") of the Company (and together with the Company's subsidiaries, the "Group") wishes to announce that the Company had on 24 July 2021 entered into conditional placement letters (the "Placement Letters") with the Placees (as defined below) to purchase or subscribe for 30,000,000 ordinary shares in the capital of the
   Company ("Placement Shares") at an issue price of S$0.05 ("Placement Price") upon the terms and subject to the conditions set out in the Placement Letters. Assuming that the Placement Shares are fully placed out, the aggregate issue price for the aggregate Placement Shares will be approximately S$1,500,000.
2. Pursuant to the Placement Letters, the Company will allot and issue to the following persons
   (collectively, the "Placees" and each a "Placee") the number of Placement Shares set out against their respective names as below:

						As a
					As a	percentage of
					the
				As a	percentage of
				Company's
				percentage of	the Company's
				issued share
			Aggregate	the Company's	issued share
S/N		Number of	capital after
	Placement	issued share	capital after
	Name of Placee(1)	Placement	Placement
	Price	capital as at the	Placement
		Shares	Shares,
		(S$)	date of this	Shares &
			Introducer
				Announcement	Introducer
				Shares &
				(%)(2)	Shares
				Warrant
					(%)(3)
					Shares
						(%)(4)
1.	Levin Lee Keng	2,000,000	100,000	0.8	0.7	0.6
	Weng
2.	Koh Leena Marie	4,000,000	200,000	1.6	1.4	1.3
3.	Ng Eng Tiong	2,000,000	100,000	0.8	0.7	0.6
4.	Ng Chuen Guan	14,000,000	700,000	5.5	5.0	4.5
5.	Chew Leok Chuan	2,000,000	100,000	0.8	0.7	0.6
6.	Ong Eric	4,000,000	200,000	1.6	1.4	1.3
7.	Lee Bee Seng	2,000,000	100,000	0.8	0.7	0.6

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Notes:

1. 1. Please refer to Section 2 of this Announcement for further information on the Placees.
   2. Based on the existing and paid-up capital of 253,437,373 ordinary shares (excluding 3,420,500 treasury shares) as at the date of this Announcement.
   3. Based on the enlarged share capital of 284,337,373 ordinary shares (excluding 3,420,500 treasury shares) immediately following the allotment and issuance of 30,000,000 Placement Shares and 900,000 Introducer Shares but before the allotment and issuance of any Warrant Shares (as defined below).
   4. Based on the enlarged share capital of 314,337,373 ordinary shares (excluding 3,420,500 treasury shares) immediately following the allotment and issuance of 30,000,000 Placement Shares and 900,000 Introducer Shares and assuming that all Warrants have been fully exercised into 30,000,000 Warrant Shares.
2. The Placement Price represents a discount of approximately 5.66% over the volume weighted average price of S$0.053 for trades done on the Singapore Exchange Securities
   Trading Limited (the "SGX-ST") for the full market day on 19 July 2021 (being the last full market day on which the Shares were traded prior to the day on which the Placement Letters were signed).
3. In addition, the Company has agreed to constitute 30,000,000 non-listed, transferable warrants (the "Warrants") to the Placees, on the basis of one (1) Warrant for every one (1) Placement Shares subscribed by the Placees. Each Warrant carries the right to subscribe for one (1) Share at the exercise price of S$0.05 (the "Exercise Price"). The Warrants are exercisable at the Exercise Price into new ordinary shares in the capital of the Company (the
   "Warrant Shares").
4. The Exercise Price of S$0.05 for the Warrants represents a discount of approximately 5.66% to the volume weighted average price of S$0.053 for trades done on the SGX-ST for the full market day on 19 July 2021 (being the last full market day on which the ordinary shares in the capital of the Company ("Shares") were traded prior to the day on which the Placement Letters were signed).
5. The Placement Shares and Warrant Shares, when allotted and issued, will rank in all respects pari passu with the existing issued Shares and be free from all pre-emption rights, charges, liens and other encumbrances and with all rights and benefits attaching thereto save that they will not rank for any dividend, rights, allotments or other distributions, the Record Date (as defined below) of which falls on or before the completion of the Proposed Placement. "Record Date" means the date fixed by the Company for the purposes of determining entitlements to dividends or other distributions to or rights of holders of Shares.
6. The offer of the Placement Shares and Warrants is made pursuant to the exemption under Section 272B of the Securities and Futures Act (Cap. 289) of Singapore. As such, no prospectus or offer information statement will be issued by the Company in connection with the Proposed Placement.
7. No placement agent was appointed in connection with the Proposed Placement.

2. THE PLACEES

2.1 The Placees were introduced to the Company through the Introducer (defined below). The Placees are individuals who are private investors identified through the network and contact of the Introducer and have expressed interest to invest in the Company for personal investment purposes. None of the Placees is an investment company or fund, nor will they

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be holding the Placement Shares in trust or as a nominee. The rationale for placing to the Placees is for the fundraising purposes as set out in Section 6 below. As at the date of this Announcement, the Placees do not hold any Shares or warrants in the Company.

2.2 The Placees have confirmed that:

1. they have no existing connection (including business relationships) with the Company, its Directors and substantial shareholders, and are not persons to whom the Company is prohibited from issuing shares to, as provided under Rule 812 of the SGX-ST Listing Manual Section B: Rules of Catalist (the "Catalist Rules"); and
2. they are not acting in concert (as contemplated in the Singapore Code of Takeovers and Mergers) with any party in the acquisition of the Placement Shares.

3. THE INTRODUCER

1. The Placees were introduced to the Company by Lye Won Fui, who is an unrelated third party (the "Introducer"). In consideration of the administrative services provided by the Introducer to introduce the Placees to the Company, the Company has agreed to pay to the Introducer, an introduction fee of 3.0% per Placement Share for which the Introducer has procured successful subscription ("Introducer Fee"). The Introducer Fee was mutually agreed upon between the Company and the Introducer on commercial terms, and no part of the Introducer Fee will be shared with the Placees.
2. The Introducer Fee shall be fully satisfied by the issuance and delivery of up to 900,000
   Shares of the Company at the Placement Price ("Introducer Shares"), assuming that all Placement Shares are placed out, subject to the terms and conditions of the Introducer Agreement.
3. The Introducer Shares when allotted and issued, will rank in all respects pari passu with the existing issued Shares and be free from all pre-emption rights, charges, liens and other encumbrances and with all rights and benefits attaching thereto save that they will not rank for any dividend, rights, allotments or other distributions, the Record Date of which falls on or before such date of issue of the Introducer Shares.
4. The Introducer does not hold any Shares in the Company as at the date of this Announcement.
5. The Introducer has confirmed that:
6. 1. he has no connections (including business relationships) with the Company, its Directors and substantial shareholders and is not a person to whom the Company is prohibited from issuing shares to, as provided by Rule 812 of the Catalist Rules; and
   2. he is not acting in concert (as contemplated in the Singapore Code of Takeovers and Mergers) with any party in the receipt of the Introducer Shares.

4. SALIENT TERMS OF THE PLACEMENT LETTERS

4.1 Conditions Precedent

The completion of the Proposed Placement is conditional upon the following conditions

("Conditions Precedent"), inter alia:

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1. 1. the approval (the "Listing Approval") granted by the SGX-ST for the listing of and quotation for the Placement Shares, the Introducer Shares and the Warrant Shares on the SGX-ST pursuant to the additional listing application to be submitted by the Company to the SGX-ST for the same, and where such Listing Approval is subject to conditions, (i) such conditions being reasonably acceptable to the Placees, the Introducer and the Company and (ii) if such conditions are required to be fulfilled on or before the completion of the Proposed Placement, such conditions having been fulfilled on or before such date, and such Listing Approval remaining in full force and effect as of completion;
   2. the general share issue mandate pursuant to section 161 of the Companies Act and Rule 806 of the Catalist Rules of the SGX-ST from the shareholders of the Company being in force, available and sufficient for the allotment and issue of such number of the Placement Shares, the Introducer Shares and the Warrant Shares;
   3. the transactions contemplated in the Placement Letters not being prohibited by any statute, order, rule, regulation or directive promulgated or issued after the date of the Placement Letters by any legislative, executive or regulatory body or authority of Singapore or elsewhere which is applicable to the Company; and
   4. the representations, warranties and undertakings by each of the Company and the Placees remaining true and correct in all material respects and each of them having performed all of its obligations thereunder to be performed on or before completion.
2. Subject to the provisions of the relevant Placement Letters (including the Conditions Precedent), Completion shall take place on the date falling three (3) Business Days after all Conditions Precedent have been satisfied or waived (as the case may be) (or such other date as the relevant parties may agree in writing).
3. The Company will be submitting an application, through its Sponsor, RHT Capital Pte. Ltd. to the SGX-ST to obtain the Listing Approval for the listing and quotation notice in respect of the Placement Shares, the Warrant Shares and the Introducer Shares on the Catalist of the SGX-ST from SGX-ST. The Company will make the necessary announcement once the Listing Approval has been obtained from the SGX-ST.

5. WARRANTS ISSUE

5.1 The issue of the Warrants to each of the Placees is subject to and in accordance with the following terms, inter alia, set out in the deed poll to be executed by the Company for the purposes of constituting the Warrants:

1. Exercise Period. The Warrants are exercisable within one year from the date of the issue of the Warrants unless such date is a date on which the Register of Members is closed or is not a Market Day, in which event the Warrants shall expire on the date prior to the closure of the Register of Members or the immediately preceding Market Day, as the case may be (but excluding such period(s) during which the Register of Warrantholders may be closed) (the "Expiration Date").
2. Adjustments. The Exercise Price and the number of Warrants would be subject to adjustment in the event of, inter alia, rights, bonus or other capitalisation issues. Any such adjustments shall (unless otherwise provided under the Catalist Rules) be announced by the Company.

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1. Transferability. The Warrants shall be transferable.
2. Expiry. The expiry of the Warrants will be announced by the Company, and the notice of the Expiration Date will be sent to the relevant Placee at least one (1) month before the Expiration Date.
3. Alterations. Any material alteration to the terms of the Warrants to the advantage of the relevant Placee shall be approved by the Shareholders in a general meeting.

6. USE OF PROCEEDS AND RATIONALE

1. The Company is proposing to undertake the Proposed Placement to strengthen its general working capital base for its two business segments, namely the Mechanical Business Unit and the Electronics Business Unit, given that, whilst the current working capital position of the Group is sufficient for present purposes, the increase in the general working capital base will allow the Group to capitalise on growth opportunities in its existing businesses in order to undertake projects and/or transactions, which could in turn, increase the Group's revenue.
2. Based on the Placement Price, the estimated amount of proceeds from the allotment and issue of the Placement Shares, net of the estimated expenses of approximately S$40,000, is approximately S$1,460,000 (the "Placement Proceeds"). Assuming the Warrants are fully exercised into Warrant Shares, the estimated amount of additional proceeds that may be raised, net of the estimated expenses of approximately S$20,000, is approximately S$1,480,000 (the "Warrant Proceeds", and together with the Placement Proceeds, the "Net Proceeds").
3. The Company intends to utilise the entirety of the Net Proceeds for general working capital purposes as stated in paragraph 6.1 above.
4. The Company will make periodic announcement(s) as to the use of the proceeds from the Proposed Placement as and when such proceeds are materially disbursed and whether such use is in accordance with the stated use and in accordance with the percentage allocated. The Company will also provide a status report on the use of the proceeds raised from the
   Proposed Placement in the Company's interim and full-year financial statements issued under Rule 705 of the Catalist Rules and the Company's annual report. Where the proceeds have been used for working capital purposes, the Company will provide a breakdown with specific details on how the proceeds have been applied in the announcements and status report. Where there is any material deviation from the stated use of proceeds, the Company will announce the reasons for such deviation.
5. Pending the deployment of the proceeds from the Proposed Placement, such proceeds may be placed as deposits with 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 of the
   Board (the "Directors") may deem fit, from time to time.

7. GENERAL MANDATE FOR THE ISSUE OF THE PLACEMENT SHARES, WARRANT SHARES AND INTRODUCER SHARES

7.1 It is intended that the Placement Shares and Warrant Shares to be issued to the Placees as well as the Introducer Shares to be issued to the Introducer, will be issued pursuant to the

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