Asset Acquisitions and Disposals::Entry into Sale and Purchase Agreement on the Proposed Acquisition of 3DOM (Singapore) Pte. Ltd.

ENTRY INTO SALE AND PURCHASE AGREEMENT IN RELATION TO THE PROPOSED ACQUISITION OF

THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF 3DOM (SINGAPORE) PTE. LTD.

Unless otherwise defined, all capitalised terms used herein shall bear the same meanings ascribed to them in the Company's announcement dated 17 November 2021.

1. INTRODUCTION
   The Board of Directors (the "Board" or the "Directors") of Reenova Investment Holding Limited (the "Company", and together with its subsidiaries, the "Group") wishes to announce (this "Announcement") that the Company has on 10 December 2021 entered into a Sale and Purchase Agreement (the "SPA") with 3DOM Inc. ("3DOM" or the "Vendor"), in relation to the proposed acquisition of the entire issued and paid-up share capital of 3DOM (Singapore) Pte. Ltd. (the "Target"), a company incorporated in the Republic of Singapore, by the Company (the "Proposed Acquisition").
   Under the SPA, the Company shall acquire the entire issued and paid-up share capital of the Target
   (the "Sale Shares") from the Vendor, for a consideration equivalent to eighty per cent. (80%) of the valuation of the Target (the "Actual Valuation") conducted by an independent qualified valuer (the "Consideration"). In consideration for the Sale Shares, the Company shall allot and issue such number of new fully paid-up ordinary shares (the "Shares") in its capital (the "Consideration Shares") at a pre-consolidation issue price of S$0.0075 each (the "Pre-ConsolidationIssue Price") to the Vendor.
   The Proposed Acquisition, if undertaken and completed, is expected to result in a reverse takeover (the "RTO") of the Company as defined under Chapter 10 of the Listing Manual of the Singapore Exchange Securities Trading Limited (the "SGX-ST") (the "Listing Manual") and is subject to, inter alia, the approval of shareholders of the Company (the "Shareholders") at an extraordinary general meeting (the "EGM") to be convened and the approval of the SGX-ST.
2. INFORMATION ON THE TARGET AND THE VENDOR
   The information in this section relating to the Target and the Vendor is based on information provided by and/or representations made by the Vendor. The Directors have not conducted an independent review or verification of the accuracy of the statements and information below. The sole responsibility of the Company and the Directors in this regard has been limited to ensuring that such information has been properly extracted and reproduced in the context that the information has been disclosed in this Announcement.
   The Target was incorporated on 25 July 2019 and as at the date of this Announcement, it has an issued and paid-up capital of US$1,557,803.85. Its directors are Hiroshi Iizuka, Shusuke Oguro and Teo Lai Wah Timothy.

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The Target is in the business of manufacture, distribution and sale of lithium-ion secondary batteries using 3DOM's next-generation battery technologies. As at the date of this Agreement, the Target is wholly-owned by the Vendor, and has been granted by the Vendor with an irrevocable exclusive global license to manufacture and sell next-generationlithium-ion batteries using the Vendor's next- generation lithium-ion battery technologies, as well as the sub-licensing right of such technology. The Target has firmed up suppliers and OEM plants to fulfil orders from battery firms and global automobile manufacturers for deliveries in mid-year 2022. The Target currently has no subsidiaries.

3DOM was established in 2014 to deliver a next-generation energy infrastructure through sustainable development and innovative battery technologies, and aims to be at the centre of the technological shift that commercialises battery technology for mass scale usage, powering future applications such as battery energy storage systems. As at the date of this Announcement, Masataka Matsumura is the Representative Director and President of 3DOM, with a direct shareholding of approximately 52.73% in 3DOM. The remaining directors of 3DOM are Hikari Imai (Chairman), Kiyoshi Kanamura, Shusuke Oguro and Noriyoshi Suzuki. The other shareholders of 3DOM holding more than 5% are Future Science Research Inc. (an entity ultimately beneficially owned by Masataka Matsumura, which is holding approximately 10.82%) and Yukizo Kuroda (holding approximately 6.18%).

Since there was no introducer involved, no introducer fee or finder's fee is payable by the Company for the Proposed Acquisition.

To the best knowledge of the Company, the Vendor and its directors and shareholders do not hold any Shares in the Company or have had any previous business, commercial and trade dealings with the Company, and its Directors or substantial Shareholders. The Vendor is not holding the Sale Shares in trust or as nominees for other persons.

The Company will conduct due diligence on the Target and, if any, its subsidiaries (collectively, the "Target Group" and each a "Target Group Company") and will update Shareholders as and when there are material developments. For further details on the due diligence to be conducted, please refer to paragraph 3.6(b) of this Announcement.

3. SALIENT TERMS OF THE SPA

3.1 The Proposed Acquisition

Pursuant to the SPA, the Company shall acquire the Sale Shares from the Vendor, representing the entire issued and paid-up ordinary share capital of the Target, for the Consideration. Upon Completion, the Target will become a subsidiary of the Company.

The Consideration was agreed on a willing-buyer and willing-seller basis, after substantive negotiations with the Vendor, and is based on an agreed discount to the Actual Valuation that will be ascertained in due course. The Company will be appointing an independent qualified valuer to prepare a valuation report in respect of the Target. Further information on the factors taken into account by the Company in assessing the valuer's competence will be disclosed in the Company's subsequent announcement(s) upon such appointment. Where the valuation report states a valuation range, the Actual Valuation shall be deemed to be the mean between the highest and lowest values.

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Based on the audited financial statements of the Target for its financial period from its date of incorporation on 25 July 2019 to 31 December 2020 ("FP2020"), the book value and net tangible asset value of the Sale Shares are both approximately S$(1,314,724). The Target had subsequently capitalised certain inter-company loans owing to the Vendor on 22 October 2021, and the book value and net tangible asset value of the Sale Shares, as at the date of this Announcement, are both approximately S$152,000.There is no open market for the Sale Shares.

The Sale Shares shall be acquired from the Vendor free from encumbrances and ranking pari passu with all other outstanding issued ordinary shares of the Target in respect of all rights, dividends, entitlements and advantages as of and including the date of completion of the Proposed Acquisition (the "Completion") (the "Completion Date").

3.2 The Issuance of the Consideration Shares

In consideration for the Sale Shares, the Company shall allot and issue such number of new fully paid-up Consideration Shares at the Pre-Consolidation Issue Price to the Vendor, fractional entitlements to be disregarded. The Consideration Shares will be allotted free from encumbrances and shall rank pari passu in all respects with the then-issued Shares save for any dividends, rights, allotments or other distributions, the record date for which falls before the date of issue of the Consideration Shares.

In addition under the SPA, the Vendor is entitled to direct the Consideration Shares to be allotted and issued to third parties (including but not limited to Future Science Research Inc.) (the "Recipients"), in such proportion and quantum as the Vendor may decide. The allotment and issuance of the Consideration Shares to the relevant Recipients shall constitute a good and valid discharge of the Company's obligation to issue the Consideration Shares under the SPA. The identity of the Recipients and their respective connections with the Vendor will be announced to Shareholders if and after the Vendor decides to direct such Consideration Shares to the said Recipients.

For the avoidance of doubt, all Consideration Shares shall be subject to the moratorium requirements under Rule 229 of the Listing Manual, or as otherwise required by the SGX-ST or the issue manager to be appointed in respect of the Proposed Acquisition (the "Issue Manager").

The Pre-Consolidation Issue Price of S$0.0075 for each Consideration Share represents a premium of 150% over the volume weighted average price of S$0.003 per Share for trades done on the Mainboard of the SGX-ST on 13 November 2020, being the last full market day prior to the suspension of trading of the Shares on 16 November 2020.

By way of illustration, assuming the following:

1. the Proposed Share Consolidation (as defined below) has been completed;
2. the Consideration derived from the Actual Valuation is S$1,360,000,000;
3. no compliance placement is undertaken;
4. save as set out above, there is no further share issuance prior to Completion,

the number of Consideration Shares to be issued is 1,813,333,333 Shares (rounded down to the nearest whole number). The Company will have an enlarged issued share capital of 1,880,775,808 ordinary shares after the issuance of the Consideration Shares (the "Proposed Share Issuance").

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The number of Consideration Shares to be issued in this illustration represent approximately 96.41% of the Company's enlarged share capital after Completion.

For the avoidance of doubt, Shareholders are to note that the above computation is for illustrative purposes only and, amongst others, the actual amounts of Shares to be issued are subject to change.

1. The Proposed Shares Consolidation
   Under the Listing Manual, the resulting issue price of the Consideration Shares must not, inter alia, be lower than the prescribed minimum price of S$0.50.
   In order to ensure compliance with the aforementioned rule, the parties have agreed to a proposed share consolidation of every hundred (100) existing Shares of the Company into one (1) consolidated
   Share (a "Consolidated Share") (the "Proposed Share Consolidation"). To that end, upon the execution of the Proposed Share Consolidation, the Pre-ConsolidationIssue Price shall be adjusted to S$0.75 per Consolidated Share (the "Post-Consolidation Issue Price").
2. Adjustments to the Consideration
   The Consideration payable may also be subject to further adjustments, by mutual agreement between the parties in consultation with the Issue Manager, so as to allow a compliance placement to take place concurrently with or shortly after Completion at the same issue price per Consolidated Share.
3. Funding of Costs and Expenses
   The Proposed Acquisition will be funded entirely by the allotment and issuance of the Consideration Shares. The parties agree that all fees, costs and expenses incurred in connection with the RTO (the "RTO Costs") will be paid by the Company.
4. Conditions Precedent
   The Proposed Acquisition is conditional upon the fulfilment or waiver of customary conditions precedent for a transaction of this nature, including but not limited to the following:
5. 1. the Consideration derived from the Actual Valuation being not less than S$1.36 billion (equivalent to US$1 billion). Where the said Consideration is less than S$1.36 billion, save for the case where it is solely due to changes in exchange rate from Singapore Dollars and United States Dollars, the parties to the SPA agree to renegotiate the Consideration in good faith;
   2. the completion of financial, legal, operational and any other due diligence exercise on the Target Group by the Company, and the results of such due diligence exercise being reasonably satisfactory to the Company;
   3. the appointment of the independent qualified valuer being satisfactory to the SGX-ST and the Issue Manager;
   4. the findings and methodology presented in the valuation report to be issued by the appointed independent qualified valuer being satisfactory to the Company, the Issue Manager and the SGX-ST;

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1. the entry into of service agreements by the key management of the Target Group, on terms mutually agreeable to the parties;
2. the Vendor procuring each of the Target Group Companies obtain such approval(s) required from the respective Target Group Company's board of directors and its shareholder(s) (if applicable) in connection with the SPA and the transactions contemplated herein;
3. the Vendor procuring or obtaining all necessary consents or approvals required or necessary, if any, for the transactions contemplated in the SPA on terms reasonably satisfactory to the Company by governmental or regulatory bodies or competent authorities or stock exchanges having jurisdiction over such transactions contemplated, and such consent or approvals not being revoked or repealed on or before Completion. All such consents or approvals obtained shall be delivered to the Company;
4. the extension of time to submit a proposal for the resumption of trading of the Company being submitted by the Company and being approved by the SGX-ST, and the resumption of trading proposal being submitted by the Company and being approved by the SGX-ST;
5. the Company obtaining such approval(s) as may be required from its directors, shareholders and the SGX-ST in respect of, among others;
6. 1. the Proposed Share Consolidation;
   2. the Proposed Acquisition;
   3. the Proposed Share Issuance;
   4. the ordinary resolution to be passed by the shareholders of the Company who are independent to vote in a general meeting to waive the requirement of the Company and its concert parties to make a mandatory general offer under Rule 14 of the Singapore Code on Take-Overs and Mergers (the "Code") arising from the allotment and issuance of the Consideration Shares at Completion (the
      "Proposed Whitewash Resolution");
   5. the appointment of individuals nominated by the Vendor to serve as directors of the Company post-Completion; and
   6. the compliance placement of the Company's Consolidated Shares, if required to be undertaken after Completion to fulfil all requirements under the Listing Manual,

(collectively, the "Proposed Transactions");

1. the completion of the Proposed Share Consolidation on or before the Completion Date;
2. in respect of the Company, all consents and approvals required under any and all applicable laws, regulations or the Listing Manual for the Proposed Transactions and the other transactions contemplated herein being obtained from all governmental bodies, and, if applicable, the Issue Manager, and where any consent or approval is subject to conditions, such conditions being reasonably satisfactory to the Company;

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