REPL::Rights::Voluntary

BOLDTEK HOLDINGS LIMITED

(Incorporated in the Republic of Singapore)

(Company Registration No. 201224643D)

PROPOSED RENOUNCEABLE NON-UNDERWRITTEN RIGHTS ISSUE

1. INTRODUCTION

1. The Board of Directors (the "Board") of Boldtek Holdings Limited (the "Company", and together with its subsidiaries, the "Group") wishes to announce that the Company is proposing to undertake a renounceable non-underwritten rights issue of up to 111,375,000 new ordinary shares in the capital of the Company ("Rights Shares"), at an issue price of S$0.05, for each Rights Share ("Issue Price"), on the basis of three (3) Rights Shares for every five (5) existing ordinary shares in the issued and paid up capital of the Company ("Shares") held by Entitled Shareholders (as defined in paragraph 5 below) (the "Proposed Rights Issue") as at a date and time to be determined by the Board for the purpose of determining the entitlements of the Entitled Shareholders under the Proposed Rights Issue (the "Record Date"), fractional entitlements to be disregarded. The Proposed Rights Issue is subject to, inter alia, the approvals set out in paragraph 6 below.
2. A summary of the key terms of the Proposed Rights Issue is set out as follows:-

Issue Price	: S$0.05 per Rights Share
Discount	: The Issue Price represents a discount of:
	(a) approximately 41.9% to the closing market price of S$0.086 per
	Share on the Singapore Exchange Securities Trading Limited ("SGX-
	ST") on 19 August 2021, being the last trading day on which the
	Shares were transacted on the SGX-ST prior to this announcement;
	and
	(b) approximately 31.0% to the theoretical ex-rights price of S$0.073 per
	Share ("Theoretical Ex-Rights Price")(1). The Theoretical Ex-Rights
	Price per Share is calculated based on the closing market price of
	S$0.086 per Share on the SGX-ST on 19 August 2021, being the last
	trading day on which the Shares were transacted on the SGX-ST prior
	to this announcement.
Allotment	: Three (3) Rights Shares for every five (5) existing Shares held by Entitled
Ratio	Shareholders as at the Record Date, fractional entitlements to be
	disregarded.

Purpose of : The Company is undertaking the Proposed Rights Issue to strengthen the

Issue	Group's financial position and capital base. The Proposed Rights Issue will
	also provide existing shareholders of the Company ("Shareholders") with
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	an opportunity to subscribe for additional Shares at a discounted price.
	Please refer to paragraph 3 of this announcement for further details.
Use of	: The net proceeds from the Proposed Rights Issue are intended to be used
Proceeds	for operating cash flows and other commitments of the Group. Please refer
	to paragraph 3.6 of this announcement for further details.

Note:

1. Theoretical Ex-Rights Price is calculated based on the following formula:

Theoretical Ex-Rights Price	=	A + B
C
where:
A	=	Market capitalisation of the Company based on the closing price S$0.086 per Share on the SGX-ST on
		19 August 2021, being the last trading day on which the Shares were transacted on the SGX-ST prior
		to this announcement
B	=	Gross proceeds from the Proposed Rights Issue assuming the completion of the Proposed Rights Issue
		under the Maximum Subscription Scenario (as defined in paragraph 3.5) and for avoidance of doubt,
		before setting off the Amount Owing in the manner described in paragraph 2.4

1. • = The enlarged issued share capital of the Company under the Maximum Subscription Scenario of 297,000,000 Shares
2. Please refer to paragraph 4 of this announcement for other principal terms of the Proposed Rights Issue.
3. The allotment and issue of the Rights Shares is proposed to be made pursuant to the authority granted by the Shareholders under the share issue mandate ("Share Issue Mandate") at the Annual General Meeting of the Company held on 26 November 2020 ("2020 AGM"), pursuant to Section 161 of the Companies Act (Cap. 50) of Singapore and Rule 806(2) of Section B: Rules of Catalist of the Listing Manual ("Catalist Rules") of the SGX-ST.
4. The Share Issue Mandate, inter alia, authorised the Directors to allot and issue shares and convertible securities of not more than 100% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company as at the date of the grant of the Share Issue Mandate, provided that the aggregate number of shares and convertible securities to be issued other than on a pro-rata basis to existing Shareholders does not exceed 50% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company.
5. As at the date of grant of the Share Issue Mandate, the Company's issued share capital comprised 185,625,000 Shares and the Company did not have any treasury shares or subsidiary holdings. The number of new Shares that may be issued on a pro-rata basis to Shareholders pursuant to the Share Issue Mandate obtained at the 2020 AGM is therefore 185,625,000 Shares. As the number of Rights Shares to be issued pursuant to the Proposed Rights Issue is up to 111,375,000 Rights Shares, which falls within the limit of the Share Issue Mandate given that no Shares have been issued pursuant to the Share Issue Mandate since the 2020 AGM, the Company will not be seeking specific approval from the Shareholders for the Proposed Rights Issue.

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2. IRREVOCABLE UNDERTAKINGS

1. To demonstrate their support for the Proposed Rights Issue and to show their commitment to and confidence in the prospects of the Group, each of Yi Investment Pte. Ltd. ("YIPL"), Phua Lam Soon ("PLS"), Ong Siew Eng ("OSE") and Twinkle Investment Pte. Ltd. ("Twinkle") (collectively, the "Undertaking Shareholders") has undertaken that they will, pursuant to deeds of undertaking to be irrevocably and unconditionally undertaken to the Company (the "Undertakings"), inter alia, subscribe for and/or procure the subscription of their respective entire pro-rata entitlements of Rights Shares under the Proposed Rights Issue. No commission or fee will be payable by the Company to the Undertaking Shareholders in consideration of their Undertakings.
2. Accordingly, the Undertaking Shareholders collectively will subscribe for an aggregate of 81,236,880 Rights Shares, which constitutes approximately 72.94% of the total number of Rights Shares.
3. As at the date of this announcement, the number of Shares held and the percentage proportion held in the Company's issued and paid-up share capital by each of the Undertaking Shareholders is as follows:

					Direct Interest		Deemed Interest
		Undertaking Shareholders			Number of		%(1)		Number of		%(1)
					Shares				Shares
		Yi Investment Pte. Ltd.(2)	90,581,300	48.80	-	-
		Phua Lam Soon(3)	14,701,600	7.92	105,454,900	56.81
		Ong Siew Eng(4)	14,873,600	8.01	105,282,900	56.72
		Twinkle Investment Pte.		15,238,300		8.21		-		-
		Ltd.(5)

Notes:-

1. Percentage figures are calculated based on 185,625,000 Shares, being the total number of issued Shares as at the date of this announcement.
2. Yi Investment Pte. Ltd. is an investment holding company incorporated in the Republic of Singapore and jointly owned by Phua Lam Soon and Ong Siew Eng. Accordingly, Phua Lam Soon and Ong Siew Eng are deemed to be interested in 90,581,300 Shares held by Yi Investment Pte. Ltd.
3. Phua Lam Soon is the spouse of Ong Siew Eng. Accordingly, Phua Lam Soon is deemed to be interested in 14,873,600 Shares held by Ong Siew Eng.
4. Ong Siew Eng is the spouse of Phua Lam Soon. Accordingly, Ong Siew Eng is deemed to be interested in 14,701,600 Shares held by Phua Lam Soon.
5. Twinkle Investment Pte. Ltd. is an investment holding company incorporated in the Republic of Singapore. The shareholders of Twinkle Investment Pte. Ltd. are Neo Kah Kiat and Liew Oi Peng. Neo Kah Kiat is the spouse of Liew Oi Peng. Accordingly, Neo Kah Kiat and Liew Oi Peng are deemed to be interested in 15,238,300 Shares held by Twinkle Investment Pte. Ltd.

2.4. PLS and OSE had previously jointly extended interest-free loans to the Company and made payments on behalf of the Company, which, as at the date of this announcement, S$11,341,000 remains outstanding and due to PLS and OSE ("Amount Owing"). The aggregate payment for the subscription of YIPL's, PLS's and OSE's pro-rata entitlement of the Rights Shares under the Proposed Rights Issue is to be satisfied entirely by PLS and OSE applying S$3,604,695 of the outstanding amount due to them towards setting off the payment of the

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subscription price payable by YIPL, PLS and OSE, which after such set-off, leaves a balance of S$7,736,305 due to PLS and OSE jointly.

1. The aggregate payment for the subscription of Twinkle's pro-rata entitlement of the Rights Shares under the Proposed Rights Issue is S$457,149, to be satisfied by Twinkle entirely in cash. Twinkle has demonstrated to the Company that it has sufficient financial resources to fulfil its obligations under the Undertakings by depositing its subscription monies to the Company's bank account.
2. On the assumption that the Proposed Rights Issue is fully subscribed by the Entitled Shareholders and no new Share is issued on or prior to completion of the Proposed Rights Issue, upon completion of the Proposed Rights Issue, the Undertaking Shareholders' proportions of interests in the enlarged issued share capital of the Company will remain unchanged, totalling approximately 72.94%.
3. On the assumption that there are zero subscription applications for the Rights Shares by the Entitled Shareholders (except the Undertaking Shareholders) and no new Share is issued on or prior to completion of the Proposed Rights Issue and the Undertaking Shareholders subscribe for 81,236,880 Rights Shares pursuant to the Undertakings, the Undertaking Shareholders' interest in the enlarged issued share capital of the Company will be as follows:-

		Undertaking				Direct Interest				Deemed Interest
					Number of								Number of
		Shareholders							%(1)							%(1)
					Shares							Shares
		Yi Investment Pte.	144,930,080				54.31	-					-
		Ltd.(2)
		Phua Lam Soon(3)	23,522,560				8.81	168,727,840					63.23
		Ong Siew Eng(4)	23,797,760				8.92	168,452,640					63.12
		Twinkle		24,381,280				9.14		-					-
		Investment Pte.
		Ltd.(5)

Notes:-

1. Percentage figures are calculated based the enlarged share capital of the Company after the Proposed Rights Issue on the above bases of assumption, being 266,861,880 Shares.
2. Yi Investment Pte. Ltd. is an investment holding company incorporated in the Republic of Singapore and jointly owned by Phua Lam Soon and Ong Siew Eng. Accordingly, Phua Lam Soon and Ong Siew Eng are deemed to be interested in 144,930,080 Shares held by Yi Investment Pte. Ltd
3. Phua Lam Soon is the spouse of Ong Siew Eng. Accordingly, Phua Lam Soon is deemed to be interested in 23,797,760 Shares held by Ong Siew Eng.
4. Ong Siew Eng is the spouse of Phua Lam Soon. Accordingly, Ong Siew Eng is deemed to be interested in 23,522,560 Shares held by Phua Lam Soon.
5. Twinkle Investment Pte. Ltd. is an investment holding company incorporated in the Republic of Singapore. The shareholders of Twinkle Investment Pte. Ltd. are Neo Kah Kiat and Liew Oi Peng. Neo Kah Kiat is the spouse of Liew Oi Peng. Accordingly, Neo Kah Kiat and Liew Oi Peng are deemed to be interested in 24,381,280 Shares held by Twinkle Investment Pte. Ltd.

2.8. Based on the Undertaking Shareholders' aggregate interest in the Shares of the Company, as at the date of this announcement, the acquisition of the Rights Shares by the Undertaking Shareholders pursuant to the Undertaking will not (a) result in any of the Undertaking Shareholders being obliged to make a mandatory general offer under the Singapore Code on

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Take-overs and Mergers for Shares (the "Code"); or (b) result in the Company failing to comply with the free float requirement under Rule 723 of the Catalist Rules.

2.9. The Undertakings by each of the Undertaking Shareholder as set out above are subject to and conditional upon the following:

1. receipt of the listing and quotation notice granted by the SGX-ST for the listing and quotation of the Rights Shares on the Catalist Board of the SGX-ST ("Catalist"); and
2. the lodgement of the offer information statement to be issued for the Proposed Rights Issue (the "Offer Information Statement") together with all other accompanying documents by the Company with the SGX-ST acting as agent on behalf of the Monetary Authority of Singapore ("MAS").

3. RATIONALE AND USE OF PROCEEDS

Rationale for the Proposed Rights Issue

1. The Proposed Rights Issue has been proposed as a means of fundraising to improve the Group's working capital position and strengthen the Group's financial position. This would in turn provide financial flexibility to the Group and allow the Group to seize any opportunities for business growth and expansion into other business areas in a timely manner as and when opportunities arise. A stronger financial position will also enhance the Group's ability to formulate, strategise and execute business plans.
2. In addition, the Proposed Rights Issue would also provide current Shareholders who are confident of the prospects of the Company with the opportunity to maintain their equity stake in the Company at a discounted price. The Issue Price and discount were arrived at after taking into consideration, inter alia, the Company's funding needs, the allotment ratio and the level of commitment provided under the Undertakings.
3. For the foregoing reasons, the Board is of the view that the Proposed Rights Issue would be in the interests of the Group and the Shareholders.

Use of Proceeds

1. On the basis that none of the Entitled Shareholders (other than the Undertaking Shareholders who subscribe for the Rights Shares in accordance with the terms of the Undertakings) subscribes for any Right Shares, the 81,236,880 Rights Shares under the Proposed Rights Issue will be paid for by the Undertaking Shareholders by setting off against the Amount Owing and a cash payment of S$457,149, as described in paragraphs 2.4 and 2.5 of this announcement ("Minimum Subscription Scenario"). The estimated net proceeds ("Net Proceeds") after deducting estimated expenses of approximately S$115,000 are expected to be approximately S$342,149.
2. On the basis that all the Entitled Shareholders subscribe in full for their pro-rata Rights Shares under the Proposed Rights Issue, 81,236,880 of the 111,375,000 Rights Shares under the Proposed Rights Issue will be paid for by the Undertaking Shareholders by setting off against

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