Interested Person Transaction::Subscription of Senior Convertible Bonds in A Biotech Co., Ltd.

CDW HOLDING LIMITED

(Incorporated in Bermuda)

SUBSCRIPTION OF SENIOR CONVERTIBLE BONDS IN A BIOTECH CO., LTD.

1. INTRODUCTION

The board of directors (the "Board") of CDW Holding Limited (the "Company" and together with its subsidiaries, the "Group") wishes to announce that its wholly-owned subsidiary, Tomoike Industrial (H.K.) Limited ("HK Tomoike"), has entered into a Senior Convertible Bonds Subscription Agreement ("Subscription Agreement") with A Biotech Co., Ltd. (the "Issuer" or "ABio") on 17 December 2021. Pursuant to the Subscription Agreement, HK Tomoike will subscribe for an aggregate principal amount of USD800,000 of unregistered convertible bonds at the Coupon Rate (as defined herein) ("Bonds") to be issued by the Issuer for an aggregate subscription consideration of USD800,000 on the terms and conditions of the Subscription Agreement (the "Proposed Subscription").

2. THE PROPOSED SUBSCRIPTION

2.1 The Salient Terms of the Proposed Subscription are summarised as follows:

Subscriber	The sole subscriber of the Bonds is HK Tomoike. HK Tomoike is
	a wholly-owned subsidiary of the Company. As at the date of this
	Announcement, HK Tomoike holds a 48.46% shareholding in the
	Issuer. Assuming full conversion at the Maturity Date (as defined
	herein), HK Tomoike will hold 51.95% shareholding in the Issuer.
Consideration	HK Tomoike will subscribe for an aggregate principal amount of
	USD800,000 of unregistered convertible bonds at the Coupon
	Rate (as defined herein) ("Bonds") to be issued by the Issuer for
	an aggregate subscription consideration of USD800,000 on the
	terms and conditions of the Subscription Agreement. Assuming
	conversion at the Maturity Date (as defined herein), the maximum
	amount of the Consideration will be USD800,000.
Issue Price	The Bonds will be issued 100% of the total face value.
Coupon Rate	The Coupon Rate of the Bonds is one (1)% per annum higher
	than the USD best lending rate of Hongkong and Shanghai
	Banking Corporation Limited which will be calculated quarterly.
	The interest shall not capitalise into the principal amount of the
	Bonds.
Completion	Completion of the Proposed Subscription is to take place seven
	(7) days from the satisfaction or waiver of the conditions
	precedent listed in the Subscription Agreement.
Security	The Bonds are unsecured.
Redemption	Under the Terms and Condition of the Bonds, the Issuer shall
	redeem the Bonds at their principal amount on Maturity Date (as
	defined herein). Early redemption is not allowed.
	Subscriber's Right to Initiate Redemption
	At any time after Completion, the Subscriber has the right to
	convert all or any portion of its Bonds into the Shares at any time
	during the Conversion Period by delivering to the Issuer a notice
	of conversion.
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Maturity Date	The maturity date of the Bonds is three (3) years from the date of
	issuance of the Bonds.
Conversion Price	Conversion price of KRW15,000 (approximately USD12.71
	based on the exchange rate of US$1 to KRW1,180).
Conversion Price	Price Adjustment in the Event of Free Distribution, Sub-division,
Adjustments	Consolidation or Reclassification of Shares
	If the Issuer makes a distribution of its shares without
	consideration, sub-divide any of its outstanding shares,
	consolidate any of its outstanding shares into a smaller number
	of shares, or re-classify any of its shares into other securities of
	the shares, the Conversion Price shall be adjusted so that the
	Subscriber shall be entitled to receive the number of shares
	which it would have held or have been entitled to receive after
	the occurrence of any of the events described herein had such
	conversion been exercised immediately prior to the occurrence
	of such event.
	Price Adjustment on Issuance of Equity Securities
	If the Issuer (i) issues or sells any of its shares for a
	consideration per share (net of any selling concessions,
	discounts or commissions) which is less than, or (ii) issues any
	options, warrants, equity securities or any securities that are
	convertible into or exercisable or convertible for or that represent
	the right to acquire its shares with a conversion price, exchange
	price, strike price, exercise price or other relevant price less than,
	or (iii) adjusts the issue price effective under sub-clause (ii) to be
	less than KRW25,000, then the Conversion Price (as of a specific
	Conversion Date) shall be adjusted so that:
			Aggregate sum of the Issue
			Price of all New Shares
	Conversion Price		below KRW25,000
	After Adjustment	=		x 0.6
		Total Number of New
			Shares below KRW25,000
			(Issued prior to conversion
			date)
Transferability	The Subscriber may resell the Bonds to any third party without
	the consent of the Issuer prior to the Maturity Date; provided that
	such resale shall not be made to fifty (50) or more purchasers
	within one (1) year after the issuance of the Bonds; provided
	further, such resale shall not be made where the face value of
	the Bond would require to be broken up into smaller
	denomination within one (1) year after the issuance of the Bonds.
Applicable Law	Korean Law

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The Consideration was arrived based on willing-buyer and willing-seller basis taking into account various factors including, an independent valuation conducted by an independent valuer, the issue price of the ABio shares, and benchmarked against previous consideration prices of share transfers by ABio as well as against valuation of companies which are listed and traded on stock exchanges whose business activities and industries which are broadly comparable to ABio. The Consideration will be satisfied in cash.

For the purposes of the Proposed Subscription, HK Tomoike appointed Accounting Corporation Seil One of Korea as the independent valuer to conduct a stock valuation of ABio as of 30 June 2021. The valuation is prepared and based on the revenue approach using the discounted cash flow method. The discounted cash flow method is a method used to estimate the value of an investment based on its expected future cash flows. It was noted that the conversion price is at a discount range of between 64% and 66% from the equity value per share as indicated by the independent valuation.

1. Information on the Issuer
   The Issuer was incorporated by HK Tomoike as a wholly owned subsidiary in South Korea on 16 January 2018. It is a research and development company with focus in the life science industry. As at the date of this Announcement, the Issuer is 48.46% owned by HK Tomoike, 27.69% owned by Mr Yoshimi Koichi and 23.85% owned by other shareholders. The Issuer is now an associated company of the Group. The directors of the Issuer are Mr Yoshimi Kunikazu, Mr Chou Li Sheng, Mr Yoshimi Koichi and Mr Kato Tomonori as at the date of this Announcement.
   Based on its audited accounts for the financial year ended 31 December 2020 and the exchange rate of US$1 to KRW1,180, the Issuer incurred a loss after tax of KRW1.36 Billion, (equivalent to US$1.16 million), and had net tangible liabilities of KRW0.92 billion, (equivalent to US$0.78 million), as at 31 December 2020.
2. Use of Proceeds by the Issuer
   The Issuer intends to use the proceeds from the Proposed Subscription as (i) working capital to fund in-house research and development activities, and daily operations; and (ii) to repay previous interest-free loans from the management of Issuer amount to KRW350 million (approximately USD 0.3 million).
3. Rationale and Benefit
   Since July 2019, the Group has been collaborating with ABio and Okayama University on research to enhance the potential therapeutic applications of the anti-Crypto-1 antibody in targeting cancer stem cells. It is believed that the development of anti-Cripto-1 antibody in targeting cancer stem cells has the potential to bring new drugs to market with greater efficacy in the treatment of metastatic and invasive cancers.
   Further pre-clinical trials will have to be completed to determine the efficacy in treating human patients. Currently, the internal trials of anti-Cripto-1 antibody against brain tumour cells have been completed, and parties are preparing to move towards the pre-clinical trials of other cancers besides brain tumour.
   If the Issuer raises funding from third party investors, the Company's equity interest in the Issuer would be diluted and reduced. The Proposed Subscription allows the Company to maintain its shareholding percentage in ABio without being diluted further.
   The Group currently has investible funds which has been making a return of less than 1% per annum and noted that the Proposed Subscription will generate a return of 3.5% per annum in the form of interest income to the Group.
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3. DISCLOSEABLE TRANSACTION

3.1 Relative Figures for the Proposed Subscription

3.1.1 The relative figures of the Proposed Subscription computed on the bases set out under Rule

1006 of the Listing Manual of the Singapore Exchange Securities Trading Limited ("Listing Manual") are set out below:

	Rule			Bases			Relative Figures (%)
	1006
	(a)		The net asset value of the assets to be disposed of,
				compared with the Group's net asset value. This basis is not		Not Applicable (1)
				applicable to an acquisition of assets.
	(b)		The net loss (2) attributable to the assets acquired or disposed	(6.52)% (3)
				of, compared with the Group's net profits (2).
	(c)		The aggregate value of the consideration given or received,
				compared with the issuer's market capitalisation based on	1.94% (4)
				the total number of issued shares excluding treasury shares.
	(d)		The number of equity securities issued by the issuer as
				consideration for an acquisition, compared with the number		Not Applicable (5)
				of equity securities previously in issue.
	(e)		The aggregate volume or amount of proved and probable
				reserves to be disposed of, compared with the aggregate of
				the group's proved and probable reserves. This basis is		Not Applicable (6)
				applicable to a disposal of mineral, oil or gas assets by a
				mineral, oil and gas company, but not to an acquisition of
				such assets.

Notes:-

1. This basis is not applicable to the Proposed Subscription.
2. Under Rule 1002(3)(b), "net profits" means profit or loss before income tax, minority interests and extraordinary items, and "net loss" means the loss before income tax, minority interests and extraordinary items.
3. The net loss of the Group for the six months ended 30 June 2021 is US$365,000. The net loss of ABio for the six months ended 30 June 2021 is KRW387.4 million or approximately US$328,000 based on the exchange rate of US$1 to KRW1,180. As at the date of this Announcement, ABio has issued a total of 866,665 shares. Assuming full conversion at the Maturity Date at KRW15,000 and based on the exchange rate of US$1 to KRW1,180, ABio will issue 62,933 new shares to HK Tomoike. The net loss attributable to the assets acquired would be US$23,800, being the loss of US$328,000 for the six months ended 30 June 2021 divided by the total of 866,665 shares and then multiplied by 62,933 shares.
4. The Company's market capitalisation was approximately SG$56,371,000, determined by multiplying the total issued shares of 222,987,408 shares by the 6-month volume weighted average price of the Company's shares of SG$0.2528 per share, based on trades done on the SGX-ST on date of day immediately before announcement, the full market day immediately prior to the execution of the Subscription Agreement and the exchange rate of US$1 to S$1.3667 with reference to the exchange rate as quoted in Monetary Authority of Singapore on date of day immediately before announcement. The Consideration for the Proposed Subscription is SG$1,093,360 as at the date of execution of the Subscription Agreement.
5. This basis is not applicable to the Proposed Subscription.
6. This basis is not applicable to the Proposed Subscription.
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3.1.2 Based on the relative figure(s) above which are computed based on the relevant bases, under Rule 1006, and taking into consideration the guidance provided in Paragraph 4.4(a) of Practice Note 10.1 of the Listing Manual, the Proposed Subscription qualifies as a discloseable transaction and is not subject to the approval of the shareholders.

3.2 Financial Effects of the Proposed Subscription

3.2.1 For illustrative purposes only, the financial effects of the Proposed Subscription on the Group based on the audited financial statements of the Group for the financial year ended 31 December 2020 are as set out below, assuming full conversion of the Bonds had been exercised and conversion shares issued as at the beginning of FY2020. Please note that the financial effects of the Proposed Subscription on the Group as set out above are strictly for illustrative purposes only and do not purport to be indicative or a projection of the results and financial position of the Company and the Group after the Proposed Subscription. No representation is made as to the actual financial position and/or results of the Company and the Group after completion of the Proposed Subscription.

1. Earnings Per Share ("EPS")
   The effect of the Proposed Subscription on the EPS of the Group shown below is based on the most recently completed financial year (i.e. FY2020), assuming that the Proposed Subscription had been effected at the beginning of FY2020.

	Before the Proposed	After the Proposed
	Subscription,	Subscription,
	conversion and issue of	conversion and issue of
	conversion shares	conversion shares
Profit attributable to	1,474,000	1,452,000
owners of the Company
(US$)
Weighted average	222,115,116	222,115,116
number of issued shares
EPS (US cents)	0.66	0.65

1. Net Tangible Assets ("NTA") per share
   The effect of the Proposed Subscription on the NTA per share of the Group shown below is based on the most recently completed financial year (i.e. FY2020), assuming that the Proposed Subscription, full conversion of the Bonds had been exercised and conversion shares issued as at the end of FY2020.

	Before the Proposed	After the Proposed
	Subscription,	Subscription,
	conversion and issue of	conversion and issue of
	conversion shares	conversion shares
NTA (US$)	50,002,000	49,757,000
Number of issued shares	221,987,408	221,987,408
NTA per share (US cents)	22.52	22.41

3.3 Source of Funds for the Bonds

The Consideration will be satisfied in cash which will be funded by internal resources.

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