Asset Acquisitions and Disposals::THE PROPOSED ACQUISITION OF GADMOBE GROUP

Incredible Holdings Ltd.

(Incorporated in the Republic of Singapore)

(Company Registration Number 199906220H)

Proposed Acquisition of Gadmobe Group - Entry into Share Purchase Agreement

Introduction

The Board of Directors (the "Board") of Incredible Holdings Ltd. (the "Company" or the "Purchaser" and together with its subsidiaries, the "Group") wishes to announce that the Company has on 27 October 2021 entered into a share purchase agreement (the "Share Purchase Agreement") with Mr Tam Ki Ying (the "Vendor") in relation to, inter alia, the acquisition of 15 shares (the "Sale Shares") in the Target (as defined below), representing 15% of the issued share capital of the Target, for a consideration of HK$18 million (equivalent to approximately S$3.1 million) (the "Proposed Acquisition"). Upon completion of the Proposed Acquisition, the Company will hold 15 ordinary shares representing 15% of the issued share capital of the Target.

The Vendor, Mr Tam Ki Ying, is an independent third party and is not related to any of the directors or substantial shareholders of the Company.

Proposed Restructuring Exercise For the Target Group

In connection with the Proposed Acquisition, the Vendor shall undertake a proposed restructuring exercise (the "Proposed Restructuring Exercise") where:

1. The Vendor shall incorporate a private limited company in the British Virgin Islands with an issued share capital of US$100 comprising 100 shares (the "Target"). The Vendor shall hold 100 shares in the Target, representing 100% of the issued share capital of the Target.
2. The Vendor shall transfer 10,000 shares in Sasha Lab Limited, representing 100% of the issued share capital of Sasha Lab Limited, to the Target.
3. The Vendor shall procure the transfer of 1,000,000 shares in Gadmobe Interactive Limited, representing 100% of the issued share capital of Gadmobe Interactive Limited, from Pharos Holdings Group Limited to the Target.
4. The Vendor shall procure the transfer of 1,000 shares in COD Centre Pte. Ltd., representing 100% of the issued share capital of COD Centre Pte. Ltd., from Pharos Holdings Group Limited to the Target.
5. The Vendor shall transfer one share in Bass of Hala OÜ, representing 100% of the issued share capital of Bass of Hala OÜ, to the Target.

The Target, Sasha Lab Limited, Gadmobe Interactive Limited,

(GZ Youlvyou Info Tech Co Ltd), COD Centre Pte. Ltd. and Bass廣州of悠 Hala綠游OÜ信息shall技術hereinafter有限公司 collectively be referred to as "Gadmobe Group" or "Target Group" and each a "Target Group Company".

(a) Sasha Lab Limited

The corporate structure as at the date of this announcement is set out in Appendix 1 and the corporate structure for the Target Group after completion of the Proposed Restructuring Exercise is set out in Appendix 2.

Information on Gadmobe Group

The information on Gadmobe Group provided below was provided to the Company by Gadmobe Group. 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 and will perform due diligence in due course. For purpose of this announcement, the Board's responsibility is limited to the proper extraction and reproduction herein in the context that is being disclosed in this announcement.

Corporate Information
Sasha Lab Limited, Gadmobe Interactive Limited,	(GZ Youlvyou Info

Tech Co Ltd) and Bass of Hala OÜ are principally in廣the州悠 business綠游信息of技providing術有限公information司technology

services and digital advertising, have e-commerce operations. COD Centre Pte. Ltd. is principally in the business of providing value-added logistic services and developing e-commerce applications.

Sasha Lab Limited is a private limited company incorporated in Hong Kong on 8 October 2015 and has an issued share capital of HK$10,000 comprising 10,000 shares as at the date of this announcement.

Sasha Lab Limited engages in online payment services via partnership with mobile network operators, primarily in Southeast Asia region. The company provides online payment solution to customers who do not have access to credit cards. Sasha Lab Limited operates across 90 digital payment gateways and reaches up to 190 markets worldwide.

(b) Gadmobe Interactive Limited

Gadmobe Interactive Limited is a private limited company incorporated in Hong Kong on 17 October 2012 and has an issued share capital of HK$10,000 comprising 1,000,000 shares as at the date of this announcement. Gadmobe Interactive Limited has a wholly owned

subsidiary,(GZ Youlvyou Info Tech Co Ltd), which is a private limited company廣州悠 incorporated綠游信息技術in有People's限公司Republic of China on 23 September 2015 and which has an issued share capital of RMB100,000 comprising 100,000 shares as at the date of this announcement.

Gadmobe Interactive Limited is one of the new entrants in the digital advertising industry which hopes to disrupt the digital advertising industry with its data-driven technologies. Gadmobe Interactive Limited's partners are able to leverage on its robust and versatile solutions to maximise customer engagement and advertising revenue.

(GZ Youlvyou Info Tech Co Ltd) is principally in the business of 廣providing州悠綠游research信息技術and有限development公司for all of Gadmobe Group's projects in the areas of digital advertising exchanges, online payment solutions, mobile content management systems ("CMS"), e-commerce enterprise resource planning ("ERP") systems and many others.

(GZ Youlvyou Info Tech Co Ltd) has access to a large pool廣州悠 of 綠 cost游-efficient信息技術personnel有限公司with advanced computing skills and e-commerce experience.

(c) COD Centre Pte. Ltd.

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COD Centre Pte. Ltd. is a private limited company incorporated in Singapore on 4 December 2019 and has an issued share capital of S$1,000 comprising 1,000 shares as at the date of this announcement.

COD Centre Pte. Ltd. is an e-commerce company based in Singapore that utilises its turnkey platform to provide fulfilment solutions to merchants in Southeast Asia and worldwide. COD Centre Pte. Ltd. uses big data technologies to optimise merchants' e-commerce businesses thus allowing merchants to reduce delivery costs within minimal downtime. COD Centre Pte. Ltd. principal activity is value added logistics providers with development of e-commerce applications. The company provides a way for users who do not have a credit or debit card to order products online or until the customer receives and pays.

1. Bass of Hala OÜ
   Bass of Hala OÜ is a private limited company incorporated in Estonia on 26 December 2017 and has an issued share capital of €2,500 comprising one share as at the date of this announcement.
   Bass of Hala OÜ is a fast-growing digital content company based in Estonia which does digital content distribution in the European market. Bass of Hala OÜ has a high digital content library comprising mobile games, short videos, mobile applications and ebooks which are accessible cross-platform (phones, tablets and desktops) at any time and any place.

Financial Information

Based on the pro forma combined financial statements of Gadmobe Group for the six months ended

30 June 2021:

1. the aggregate book value of the Sale Shares was approximately HK$0.8 million (equivalent to approximately S$0.14 million) as at 30 June 2021;
2. the aggregate NTA value represented by the Sale Shares was approximately HK$0.8 million (equivalent to approximately S$0.14 million) as at 30 June 2021; and
3. the aggregate net profits attributable to the Sale Shares was approximately HK$0.3 million (equivalent to approximately S$57 thousand) for the six months ended 30 June 2021.

Based on the pro forma combined financial statements of Gadmobe Group for the six months ended 30 June 2021 and assuming that (a) the Vendor has repaid all loans made by the Target Group Companies to the Vendor, which in aggregate amount to approximately HK$10.6 million (equivalent to approximately S$1.8 million) as at the date of the Share Purchase Agreement; and (b) the Target Group Companies has declared dividends, which in aggregate amount to approximately HK$9.3 million (equivalent to approximately S$1.6 million), to the Vendor1:

1. the aggregate book value of the Sale Shares would be approximately negative HK$0.6 million equivalent to approximately negative S$0.1 million) as at 30 June 2021;
2. the aggregate NTA value represented by the Sale Shares would be approximately negative HK$0.6 million (equivalent to approximately negative S$0.1 million) as at 30 June 2021; and

• Please refer to the sub-sectiontitled "Loans to be repaid by Vendor and Dividends to be declared to Vendor" under the section titled "Principal Terms of the Share Purchase Agreement" for further information on the loans to be repaid by the Vendor and the dividends to be declared to the Vendor.

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1. the aggregate net profits attributable to the Sale Shares would be approximately HK$0.3 million (equivalent to approximately S$57 thousand) for the six months ended 30 June 2021.

Valuation

The Company has commissioned CHFT Advisory and Appraisal Ltd. (the "Independent Valuer"), a licensed firm under Royal Institution of Chartered Surveyors ("RICS") which provides solutions in real estate consultancy, business and market research consultancy, property and business valuation and environmental, social and governance ("ESG") / sustainability advisory services, to conduct an independent valuation on the market value of the 100% equity interest of Sasha Lab Limited, Gadmobe

Interactive Limited,(GZ Youlvyou Info Tech Co Ltd), COD Centre Pte. Ltd., and Bass of Hala廣州OÜ悠綠 . According游信息技術to有限the公valuation司report dated 27 October 2021 issued by the Independent Valuer (the "Valuation Report"):

(a) The Independent Valuer confirmed that it has made relevant enquiries and obtained such further information as it considers necessary for the purpose of providing its opinion of the market value of the 100% equity interest of Gadmobe Group.

(b) The valuation was prepared in line with the RICS Valuation - Professional Standards published by the Royal Institution of Chartered Surveyors ("RICS") and the International Valuation Standards ("IVS") published by the International Valuation Standards Council.

(c) The valuation is based on market value and market value is defined as "the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm's length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion" which is in line with the requirements of IVS.

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1. There are three generally accepted valuation approaches sourced from the International Valuation Standard 105 - Valuation Approaches and Methods, namely, the cost approach, the market approach and the income approach. In the valuation, the cost approach was not considered applicable as it failed to capture the future earning potential of Gadmobe Group. The market approach was also not adopted as the business of Gadmobe Group is still at an expansion stage and the market approach has significant limitations in accurately quantifying future growth. After consideration, the Independent Valuer has adopted the income approach as the primary valuation method in the valuation. The Independent Valuer considered the income approach to be appropriate as the income approach captures all future benefits of Gadmobe Group via financial projections and such economic benefits are then discounted back to the present date by a discount rate that properly reflects the business risks.
2. The discounted cash-flow method is premised on the concept that the value is based on the present value of all future benefits that flow to the shareholders by applying an appropriate discount rate. In the present case, the future benefits generated by Gadmobe Group mainly consist of the profit earned. In essence, the discounted cash-flow method requires a forecast to be made of cash-flow, going out far enough into the future until an assumed stabilisation occurs for the assets being appraised. The discounted cash-flow method assumes that the forecasted income / cash-flow will not necessarily be stable in the near term but will stabilise in the future.
3. Based on the valuation methodology adopted, the Independent Valuer is of the opinion that the market value of the 100% equity interest of Gadmobe Group, as at 30 June 2021, was HK$80,750,000 (equivalent to approximately S$14.1 million), including amount due from the Vendor pursuant to the loans made by the Target Group Companies to the Vendor2.

Rationale

The Proposed Acquisition is part of the Group's corporate strategy with a view to have diversified returns and the potential for long-term growth. The Board believes that the Proposed Acquisition will provide the Group with new revenue streams and improve its prospects, and in turn, enhance shareholder's value. In particular, the Board believes that the e-commerce business (which the Target Group is operating in) will:

1. complement the Group's existing businesses by (i) expanding the Group's core businesses into new markets utilising the Target Group's payment footprint; (ii) optimising the Group's core businesses utilising the Target Group's big data technologies; and (ii) expanding the Group's client portfolio leveraging on the Target Group's advertising and e-commerce channels; and
2. provide the Group with an additional revenue stream to offset the Group's operating expenses in the event that any of the Group's existing business are impacted by COVID-19 or otherwise.

• Please refer to the sub-sectiontitled "Loans to be repaid by Vendor and Dividends to be declared to Vendor" under the section titled "Principal Terms of the Share Purchase Agreement" for further information on the loans to be repaid by the Vendor.

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