Asset Acquisitions and Disposals::THE PROPOSED ACQUISITION OF BILLION CREDIT FINANCIAL COMPANY LIMITED

INCREDIBLE HOLDINGS LTD.

(Incorporated in the Republic of Singapore)

(Company Registration Number 199906220H)

The Proposed Acquisition of Billion Credit Financial Company Limited

Entry into Sale and Purchase Agreement

1. Introduction

The board of directors (the "Board") of Incredible Holdings Ltd. (the "Company" and together with its subsidiaries, the "Group") wishes to announce that the Company had, on 27 September 2021, entered into a sale and purchase agreement (the "SPA") with Great Winner Holdings Limited (the "Vendor"), to acquire 10,000 ordinary shares (the "Sale Shares") in Billion Credit Financial Company Limited (the "Target"), representing 100% of the issued share capital of the Target, for an aggregate consideration of HK$5.8 million (equivalent to approximately S$1 million) (the "Proposed Acquisition"). Upon completion of the Proposed Acquisition, the Target will become a wholly-owned subsidiary of the Company.

The Proposed Acquisition is an "interested person transaction" under Chapter 9 of the Catalist Rules which value is more than 5% of the Group's latest audited net tangible assets ("NTA") and is classified as a "discloseable transaction" under Chapter 10 of the Catalist Rules. Accordingly, the Proposed Acquisition is conditional upon approval by shareholders of the Company ("Shareholders") in a general meeting. Christian Kwok-Leun Yau Heilesen ("Mr Heilesen") will abstain from voting on the ordinary resolution in relation to the Proposed Acquisition and has undertaken to ensure that its associates will abstain from voting on the ordinary resolution in relation to the Proposed Acquisition.

2. Information on the Vendor

The information on the Vendor provided below was provided to the Company by the Vendor. 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 responsibility of the Board is limited to the proper extraction and reproduction herein in the context that is being disclosed in this announcement.

The Vendor is a private company limited by shares incorporated in the Hong Kong Special Administrative Region of the People's Republic of China on 24 June 2016. The Vendor is an investment holding company .

As at the date of this announcement, the Vendor is wholly-owned by Mr Heilesen who is the Executive Director and controlling shareholder of the Company.

As at the date of this announcement, the Vendor does not hold any shares in the Company.

3. Information on Mr Heilesen

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

Mr Heilesen is a director and a controlling shareholder of the Company. As at the date of this announcement, Mr Heilesen is a director of the Target and Mr Heilesen has indirect interest in the entire share capital of the Target through the Vendor. Accordingly, Mr Heilesen is an "interested person"

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under Chapter 9 of the Catalist Rules and the Proposed Acquisition is an "interested person transaction" under Chapter 9 of the Catalist Rules.

Mr Heilesen holds indirectly, 1,770,461,781 shares in the Company, representing approximately 59.14% of the issued share capital of the Company as at the date of this announcement.

4. Information on the Target

The information on the Target provided below was provided to the Company by the Target. 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 responsibility of the Board is limited to the proper extraction and reproduction herein in the context that is being disclosed in this announcement.

4.1 Corporate Information

The Target, Billion Credit Financial Company Limited, is a private company limited by shares incorporated in the Hong Kong Special Administrative Region of the People's Republic of China on 20 June 2012 and has an issued share capital of HK$10,000 comprising 10,000 ordinary shares as at the date of this announcement.

The Target is principally in the business of money-lending mainly to individuals who provide assets as collateral.

The money lenders license of the Target expired on 18 August 2021. The Target has applied for renewal of the license and as at the date of this announcement, the application is pending the approval from the court in Hong Kong. It is customary in Hong Kong and according to the Money Lenders Ordinance in Hong Kong, the governing legislation of the money lending business, the Target is allowed to continue operations of its money-lending business during the period in which the application for renewal of the license is pending approval from the court in Hong Kong.

4.2 Financial Information

Based on the audited financial statement of the Target for the financial year ended 31 December 2020:

1. the book value of the Sale Shares, representing 100% of the issued share capital of the Target, was approximately negative HK$2.3 million (equivalent to approximately negative S$0.4 million) as at 31 December 2020;
2. the NTA value represented by the Sale Shares, representing 100% of the issued share capital of the Target, was approximately negative HK$2.3 million (equivalent to approximately negative S$0.4 million) as at 31 December 2020; and
3. the net profits attributable to the Sale Shares, representing 100% of the issued share capital of the Target, was approximately HK$155,000 (equivalent to approximately S$27 thousand) for the financial year ended 31 December 2020.

4.3 Valuation

The information on the Independent Valuer provided below was provided to the Company by the Vendor. 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.

The Company commissioned Peak Vision Appraisals Limited to conduct a valuation on 100% equity interest of the Target ("Independent Valuer"). According to the valuation report issued by the

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Independent Valuer on 27 September 2021 prepared in accordance with the HKIS Valuation Standards 2020 published by the Hong Kong Institute of Surveyors and the International Valuation Standards (Effective 31 January 2020) published by the International Valuation Standards Council (the "Valuation Report"):

1. As at 30 June 2021, the Target had a market value of HK$4.73 million (equivalent to approximately S$0.8 million); and
2. The Independent Valuer valued 100% equity interest of the Target using the income approach.

5. Rationale for the Proposed Acquisition

The Proposed Acquisition is aligned with the Group's plan to diversify into the financing business for the provision of personal and business loan in Hong Kong. The Company's financing business for the provision of personal and business loans in Hong Kong which was approved by the Shareholders at the extraordinary general meeting of the Company held on 6 September 2017.

6. Consideration for the Proposed Acquisition

The consideration for Sale Shares shall be HK$5.8 million (equivalent to approximately S$1 million) (the "Consideration") which shall be paid by the Company to the Vendor:

1. by way of a promissory note with 8% interest rate per annum (the "Promissory Note") in which the Company promises to pay S$1 million to the Vendor in accordance with the terms of the Promissory Note; or
2. such other payment method as the Company and the Vendor may agree in writing.

The Consideration was arrived at arm's length and on a willing-buyer-willing-seller basis, after taking into account, inter alia, the following:

1. market value of the Target in the valuation report;
2. net profits after tax recorded in the audited financial statements for the year ended 31 December 2020 of the Target was HK$155,000 (equivalent to S$27,000); and
3. prevailing economic conditions.

7. Principle terms of the SPA

According to the SPA:

1. the obligations of the Company and the Vendor are conditional upon, and completion shall not take place until, all of the following conditions have been fulfilled or waived (as the case may be) on or prior to the completion date:
2. 1. the Vendor obtaining such approvals from the board of directors and/or shareholders of the Target in connection with the SPA and the transactions contemplated therein as may be necessary;
   2. the Company obtaining such approvals from its board of directors and/or shareholders in connection with the SPA and the transactions contemplated therein as may be necessary;

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1. 1. the Company being reasonably satisfied with the results of the legal, financial and tax due diligence to be carried out by the Company and/or its professional advisers on the Target (the "Due Diligence Investigations");
   2. the rectification, or the procurement of such rectification, as reasonably determined by and to the reasonable satisfaction of the Company by the Vendor of all issues and/or irregularities uncovered by the Company and/or its professional advisers during the Due Diligence Investigations on the Target which are capable of rectification, unless waived by the Company in its absolute discretion;
   3. all necessary consents, approvals and waivers (and in particular, with respect to change in control clauses) which are required for the transactions contemplated herein by any agreement, arrangement, understanding, contract or commitment to which the Target is a party having been obtained by the Target, and such consents, approvals and waivers not having been amended or revoked before the completion date, and if any such consents, approvals or waivers are subject to conditions, such conditions being acceptable to the Company in its absolute discretion and being fulfilled on or before the completion date;
   4. the Company being satisfied in its absolute discretion that there has been no material adverse change, or events, acts or omissions likely to lead to a material adverse change, in the business, condition (financial or otherwise), assets, prospects, performance, financial position, results or operations of the Target between the date of this Agreement and the completion date;
   5. there is no breach by the Vendor of the Vendor's representations, warranties, covenants and indemnities contained in this Agreement;
   6. each of the representations, warranties and undertakings remaining true, not misleading, correct and accurate in any respects at completion, as if repeated on the completion date, and at all times between the date of the SPA and completion of the SPA;
   7. all necessary third party, governmental and regulatory consents, approvals and waivers where required for the transactions contemplated in the SPA (including the waiver of any right of pre-emption or other restriction on the transfer of the Sale Shares conferred on any person under the constitution of the Target or otherwise, if necessary) having been obtained by the Vendor and/or the Target (as the case may be), and such consents, approvals and waivers not having been amended or revoked before completion date, and if any such consents, approvals or waivers are subject to conditions, such conditions being acceptable to the Company and being fulfilled on or before the completion date; and
   8. the renewal of the money lenders license regulated under the Money Lenders Ordinance in Hong Kong held by the Target which had expired on 18 August 2021.
2. if any of the conditions precedent are not fulfilled by any party on or before the long stop date, being 31 March 2022, and such non-fulfilment is not waived by the other party, the SPA shall ipso facto cease and determine. In that event, the parties shall be released and discharged from their respective obligations under the SPA, other than the provisions of the SPA which survive the termination of the SPA and no party shall have any claim against the other party for costs, damages, compensation or otherwise under the SPA, save for any claim by any party against the other party in respect of any antecedent breach of the SPA; and
3. the SPA shall be governed and construed in accordance with the laws of Singapore.

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8. Principle terms of the Promissory Note

According to the SPA, the salient terms of the Promissory Note are as follows:

1. the Company promises and undertakes unconditionally to pay the principal amount of HK$5.8 million (equivalent to approximately S$1 million) (the "Principal Amount") to the Vendor by the maturity date which falls on 30 September 2022.
2. The Company may at any time give the Vendor 14 business days' notice in writing to redeem the Promissory Note at the Principal Amount (or any part thereof), and the date falling on the 14th business day after the date of receipt of the redemption notice shall be the "Elected Redemption Date". All accrued interest up to the Elected Redemption Date shall be paid on the Elected Redemption Date. The Promisor shall deliver the payment of the Principal Amount (or any part thereof) to the Vendorby a cashier's order or banker's draft drawn on a bank licensed in Singapore or Hong Kong and made out in favour of the Vendor, or in such other manner as may be agreed in writing between the Company and the Vendor.
3. Interest shall accrue on the Principal Amount or any part thereof that remains outstanding from the date on which the Promissory Note is issued is issued at the rate of 8% per annum, payable annually in arrears for as long as the Principal Amount or any part thereof remains outstanding.

9. The Proposed Acquisition as an Interested Person Transaction

Based on audited consolidated financial statements of the Group for the financial year ended 31 December 2020, the Group's latest audited NTA is approximately S$0.84 million.

The current total of all transactions (excluding transactions less than S$100,000) with the Vendor and his associates (as defined under the Catalist Rules) for the period from 1 January 2021 to the date of this announcement is set out in the table below.

	Before Completion of the	After completion of the
	Proposed Acquisition	Proposed Acquisition
		As a		As a
		percentage		percentage
		of the		of the
		Group's		Group's
		latest		latest
Description	Amount	audited NTA	Amount	audited NTA
Proposed Acquisition of the	-	-	S$1.08	129%
Target			million
Total	-	-	S$1.08	129%
			million

Note:

As the value of the Proposed Acquisition as an "interested person transaction" under Chapter 9 of the Catalist Rules is more than 5% of the Group's latest audited NTA, the Proposed Acquisition is conditional upon approval by Shareholders in general meeting pursuant to Rule 906 1(a) of the Catalist Rules.

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