General Announcement::ENTRY INTO CONVERTIBLE LOAN AGREEMENT

PLASTOFORM HOLDINGS LIMITED

(Incorporated in Bermuda)

(Company Registration No. 34171)

ENTRY INTO CONVERTIBLE LOAN AGREEMENT

1. INTRODUCTION
   The Board of Directors (the "Board" or the "Directors") of Plastoform Holdings Limited (the "Company" and together with its subsidiaries, the "Group") refers to the Company's announcements dated 20 October 2021, 25 October 2021 and 8 November 2021 (collectively, the "Previous Announcements") in relation to the Company's entry into a non-binding term sheet for a proposed convertible loan with JCS INVK Pte. Ltd. (the "Investor" and together with the Company, the "Parties").
   Following negotiations between the Parties, the Board wishes to announce (this "Announcement") that the Company had on 15 November 2021 entered into a convertible loan agreement (the "Convertible Loan Agreement") with the Investor, pursuant to which the Investor had agreed to extend to the Company a loan facility of an aggregate principal amount of up to S$2.0 million (the "Convertible Loan"), with the conversion rights (the "Conversion Rights") to convert up to S$1.5 million of the outstanding loans thereunder into fully paid-up ordinary shares (the "Shares") in the capital of the Company (the "Conversion Shares").
   The grant of the Conversion Rights and the allotment and issuance of the Conversion Shares is subject to the approval of the shareholders of the Company (the "Shareholders") at an extraordinary general meeting ("EGM") to be convened.
   Unless otherwise defined, all capitalised terms used herein shall bear the same meanings ascribed to them in the Previous Announcements.
2. INFORMATION ON THE INVESTOR AND THE INTRODUCER
   The information on the Investor and the Introducer (as defined below) in this paragraph was provided by the Investor and the Introducer respectively. In respect of such information, the Company and its Directors have not independently verified the accuracy and correctness of the same and the Company's responsibility is limited to the proper extraction and reproduction herein in the context that the information is being disclosed in this Announcement.
   The Investor is a Singapore incorporated investment holding company. It is a wholly-owned subsidiary of JCS Group Pte. Ltd., which is in turn a holding company owning various subsidiaries in the business of machinery trading, technology and manufacturing, and which ultimate beneficial owner is Mr. Yeo Hock Huat ("Mr. Yeo"), a Singaporean businessman.
   The Investor is not related to the Company, the Directors or substantial Shareholders of the Company, and their respective associates. Prior to the Convertible Loan, the Investor, including its ultimate beneficial owner Mr. Yeo, have had no previous business, commercial, trade dealings or any other connection with the Company, the Directors or the substantial Shareholders of the Company.

Page 1 of 20

The Investor was introduced to the Company by One World Business Advisory Pte. Ltd. (the "Introducer"). The Introducer was incorporated on 4 January 2009. The sole director and ultimate beneficial owner of the Introducer is Mr. Pek Choon Lee ("Mr. Pek"), a Singapore businessman who has been involved in corporate transactions in Singapore, Malaysia and Taiwan for over 15 years. He has experience in fund raising, pre-listing investments, introductions for acquisitions and investments, and placements and convertible loans to both listed and private companies.

None of the Introducer, its directors, shareholders and key management are related to the Company, the Directors or substantial Shareholders of the Company, and their respective associates. Prior to the Convertible Loan, the Introducer, including its ultimate beneficial owner Mr. Pek, have had no previous business, commercial, trade dealings or any other connection with the Company, the Directors or the substantial Shareholders of the Company.

Under the Convertible Loan Agreement, the Company is obliged to pay an introduction fee equivalent to six per cent. (6%) of the aggregate outstanding sums to be converted under the Convertible Loan (the "Introducer Fee"). The Introducer Fee shall be satisfied by the allotment and issuance of new Shares to the Introducer (the "Introducer Shares") at the issue price of S$0.006 (or 0.60 cents) per Introducer Share upon completion of the Conversion (as defined below) ("Completion").

As the Convertible Loan is being granted in support of the Proposed New Business (as defined below), no placement agent was appointed. Please refer to paragraph 4 of this Announcement below for further details on the usage of the Convertible Loan.

As at the date of this Announcement, neither the Investor nor the Introducer hold, directly or indirectly, any Shares in the Company.

3. SALIENT TERMS OF THE CONVERTIBLE LOAN AGREEMENT

3.1 The Convertible Loan

The salient terms of the Convertible Loan Agreement are as follows:

1.	Lender	The Investor.
2.	Borrower	The Company.
3.	Principal	Up to S$2.0 million.
	Amount
4.	Term	The term of the Convertible Loan shall be from the date of the
		Convertible Loan Agreement (being 15 November 2021) up to
		and including 31 January 2023 (the "Maturity Date") (the
		"Availability Period").
		The Maturity Date may be extended by unanimous agreement of
		the Parties (such agreement not to be unreasonably withheld or
		delayed).
5.	Purpose	The Convertible Loan may only be applied towards the general
		working capital of JPS Advance Technology Pte. Ltd. ("JPS"), a
		newly-incorporated company which will become the Company's
		Page 2 of 20

			subsidiary, for listing compliance expenses incurred by the
			Company and/or approved by the Investor in writing, and such
			other purposes as approved by the Investor in writing.
6.	Drawdown		The Convertible Loan may be drawn down in any number of
			loans by the Company from time to time within the Availability
			Period (each, a "Loan"). The Loans shall be disbursed directly to
			JPS and/or such other party as approved by the Lender in
			writing.
			The total sum of Loans disbursed during the Availability Period
			shall be at least S$1,500,000.
			Any part of the Convertible Loan that remains undrawn at the
			end of the Availability Period shall be deemed to be cancelled.
7.	Interest		The Convertible Loan shall be interest free.
8.	Payment,		Unless agreed otherwise in writing, all payments to be made
	Repayment	and	under the Convertible Loan Agreement shall be made in
	Prepayment		Singapore Dollars and in immediately available funds.
			The Loans shall become payable on the Maturity Date if
			Conversion (as defined below) has not taken place.
			None of the Loans can be prepaid prior to the Maturity Date.
9.	Conversion		The Company shall grant the Investor the entitlement to
	Rights	and	automatically convert the outstanding Loans under the
	Completion		Convertible Loan into Conversion Shares (the "Conversion")
			(the "Conversion Rights") from the date of the Convertible Loan
			Agreement up to 30 July 2022 or such other date as the Parties
			may mutually agree in writing (the "Long-StopDate").
			The Conversion Rights shall only be effective upon the fulfilment
			or waiver (in accordance with the terms of the Convertible Loan
			Agreement) of the conditions precedent set out in paragraph
			3.1(12) below entitled "Conditions Precedent".
			Ten (10) business days after the fulfilment (or waiver) of the
			conditions precedent in paragraph 3.1(12) below (the
			"Completion Date"), up to S$1.5 million of the outstanding
			Loans under the Convertible Loan shall be automatically
			capitalised and converted into such number of Conversion
			Shares equivalent to the aggregate unpaid sums under the said
			Loans, at a conversion price of S$0.006 (or 0.60 cents) per
			Conversion Share (the "Conversion Price").
			After the completion of the allotment and issuance of the
			Conversion Shares above, all the converted Loans shall be
			deemed fully repaid.
			Page 3 of 20

		The Parties agree that from the date of the Convertible Loan
		Agreement, the Company shall not carry out any subsequent
		issue of Shares and/or convertible securities and/or warrants,
		and/or any other rights, bonus or other capitalisation issues by
		the Company which will enlarge the number of Shares in the
		share capital of the Company, and as such, no adjustments to
		the Conversion Price shall be made with respect to any of the
		events thereto.
		In addition, the Investor is entitled to direct the Conversion
		Shares to be allotted and issued to third parties (the
		"Recipients"), in such proportion and quantum as the Investor
		may decide, and shall furnish to the Company the identities and
		other necessary details of such Recipients prior to and no later
		than the submission of the circular in respect of the transactions
		contemplated in the Convertible Loan Agreement to the
		Singapore Exchange Securities Trading Limited ("SGX-ST").
		The allotment and issuance of the Conversion Shares to the
		relevant Recipients shall constitute a good and valid discharge
		of the Company's obligation to issue the Conversion Shares. The
		identity of the Recipients and their respective connections with
		the Investor will be announced to Shareholders if and after the
		Investor decides to direct such Conversion Shares to said
		Recipients.
		The Conversion Shares shall be 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 of which falls before the date of issue of the
		Conversion Shares.
10. Security		Unsecured.
11. Status of	the	The Convertible Loan constitutes direct, unconditional,
Convertible		unsubordinated and unsecured obligations of the Company,
Loan		ranking pari passu and rateably without preference or priority
		among themselves, and will, save for such exceptions as may be
		provided by mandatory provisions of applicable laws, rank
		equally with all other unsecured obligations (other than
		subordinated obligations, if any) of the Company from time to
		time outstanding.
12. Conditions		Completion of the Conversion shall be conditional upon the
precedent	to	following conditions precedent having been fulfilled (or waived in
Conversion		accordance with the terms of the Convertible Loan Agreement):
		(a) the Investor having undertaken and completed legal and
		financial due diligence investigations on the Group and the
		results of such due diligence being satisfactory to the
		Investor in its sole and absolute discretion;

Page 4 of 20

1. the Company having undertaken and completed legal and financial due diligence investigations on the Investor and the results of such due diligence being satisfactory to the Company in its sole and absolute discretion;
2. the following being procured by the Investor:
3. 1. the delivery by the Investor to the Company of proof of funds amounting to at least S$2.0 million, of which the delivery of a bank account statement or bank confirmation evidencing cash deposits of such amount shall be sufficient to constitute proof of funds; and
   2. the subscription by the Company of fifty-one per cent. (51%) of the total issued and paid-up capital of JPS as soon as possible after the execution of this Convertible Loan Agreement;
4. the delivery by the Company to the Investor of the following financial statements of the Company:
5. 1. the audited consolidated accounts of the Group for FY2019, FY2020 and FY2021 as prepared by the
      Company's auditors, Foo Kon Tan LLP;
   2. the unaudited management accounts, together with the working papers, of the Company for FY2019, FY2020 and the period commencing on 1 January 2021 up to 30 October 2021 as prepared by the management of the Company; and
   3. a detailed forecast of the expenses of the Company for the period from 1 November 2021 up to the Completion Date, in form and substance reasonably acceptable to the Investor;
6. the acceptance by the Directors and key management staff of the Company of a fifty per cent. (50%) reduction in directors' fees and salaries for FY2021, and such fees and salaries shall be paid by the Company from 30 October 2021 with the past dues included in its declared list of creditors;
7. the Company shall procure a binding waiver from Jetform International Limited in relation to the rent payable to it for its office for FY2021;
8. the Company shall dispose its Hong Kong incorporated subsidiary, Plastoform Industries Limited ("PIL"), and all other assets that are unrelated to the future business activities of the Company (the "Proposed Disposal") of

Page 5 of 20