REPL::Extraordinary/ Special General Meeting::Voluntary

CIRCULAR DATED 23 SEPTEMBER 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY.

This Circular (as defined herein) is issued by Sim Leisure Group Ltd. (the "Company"). If you are in any doubt in relation to this Circular or as to any action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or any other professional adviser immediately.

Unless otherwise stated, capitalised terms on this cover are defined in this Circular under the section entitled "DEFINITIONS".

If you have sold or transferred all your Shares, you should immediately inform the purchaser or transferee, or the bank, stockbroker or agent through whom the sale or transfer was effected for onward notification to the purchaser or transferee, that this Circular, together with the Notice of EGM and the accompanying Proxy Form, may be accessed via SGXNet and the Company's corporate website at the URL https://simleisuregroup.com/announcements.

This Circular has been prepared by the Company and its contents have been reviewed by the Sponsor in accordance with Rule 226(2)(b) of the Catalist Rules.

This Circular has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this Circular, including the correctness of any of the statements or opinions made, or reports contained in this Circular.

The contact person for the Sponsor is Ms Goh Mei Xian, Associate Director, ZICO Capital Pte. Ltd. at 8 Robinson Road #09-00 ASO Building, Singapore 048544, telephone [phone].

SIM LEISURE GROUP LTD.

(Incorporated in the Republic of Singapore)

(Company Registration Number 201808096D)

CIRCULAR TO SHAREHOLDERS

IN RELATION TO

THE PROPOSED ISSUE OF 17,717,700 NEW ORDINARY SHARES IN THE SHARE CAPITAL OF THE COMPANY AT AN ISSUE PRICE OF S$0.205 PER SUBSCRIPTION SHARE (OR AN AGGREGATE ISSUE PRICE OF S$3,632,128.50) TO THE SUBSCRIBERS, BEING AN INTERESTED PERSON TRANSACTION IN RELATION TO EACH SUBSCRIBER

IMPORTANT DATES AND TIMES:

Last date and time to pre-register online to attend the	: 5 October 2021 at 11:00 a.m.
EGM
Last date and time for deposit of Proxy Form	: 5 October 2021 at 11:00 a.m.
Date and time of EGM	:	8 October 2021 at 11:00 a.m.
Place of EGM	: The EGM will be held by way of electronic means

This Circular, together with the Notice of EGM and the accompanying Proxy Form, have been made available on SGXNet and the Company's corporate website at the URL https://simleisuregroup.com/announcements. A printed copy of this Circular, together with the Notice of EGM and the accompanying Proxy Form, will NOT be despatched to Shareholders.

Due to the current COVID-19 situation in Singapore, Shareholders will not be able to attend the EGM in person. Instead, alternative arrangements have been put in place to allow Shareholders to participate at the EGM by (a) observing the EGM proceedings via a "live" audio-visual webcast or listening to the EGM proceedings via a "live" audio-only feed; (b) submitting relevant questions in advance of the EGM; and/or

(c) appointing the Chairman of the EGM as proxy to attend, speak and vote on their behalf at the EGM.

Please refer to the Notice of EGM and the Company's announcement dated 23 September 2021 for further information, including the steps to be taken by Shareholders to participate at the EGM.

	TABLE OF CONTENTS
		PAGE
DEFINITIONS .........................................................................................................................................	4
1.	INTRODUCTION ............................................................................................................................	8
2.	THE PROPOSED SUBSCRIPTION...............................................................................................	8
3.	RATIONALE FOR THE PROPOSED SUBSCRIPTION AND USE OF PROCEEDS .................	15
4.	FINANCIAL EFFECTS OF THE PROPOSED SUBSCRIPTION.................................................	15
5.	DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS ......................................	17
6.	DIRECTORS' OPINION ...............................................................................................................	18
7.	AUDIT COMMITTEE'S STATEMENT .........................................................................................	19
8.	DIRECTORS' RECOMMENDATION ...........................................................................................	19
9.	ABSTENTION FROM VOTING....................................................................................................	19
10.	EXTRAORDINARY GENERAL MEETING ..................................................................................	19
11.	ACTION TO BE TAKEN BY SHAREHOLDERS .........................................................................	20
12.	DIRECTORS' RESPONSIBILITY STATEMENT .........................................................................	20
13.	DOCUMENTS AVAILABLE FOR INSPECTION .........................................................................	20
NOTICE OF EXTRAORDINARY GENERAL MEETING ....................................................................	N-1
PROXY FORM

3

DEFINITIONS

DEFINITIONS

For the purpose of this Circular, the following definitions shall apply throughout unless the context otherwise requires or otherwise stated:

General
"Associate"	:	(a) In relation to any Director, chief executive officer,
		Substantial Shareholder or Controlling Shareholder
		(being an individual) means:
		(i)	his immediate family;
		(ii)	the trustees of any trust of which he or his
			immediate family is a beneficiary or, in the
			case of a discretionary trust, is a
			discretionary object; and
		(iii)	any company in which he and his immediate
			family together (directly or indirectly) have an
			interest of 30% or more;
		(b) In relation to a Substantial Shareholder or a Controlling
		Shareholder (being a company) means any other
		company which is its subsidiary or holding company or
		is a subsidiary of such holding company or one in the
		equity of which it and/or such other company or
		companies taken together (directly or indirectly) have
		an interest of 30% or more
"Audit Committee"	: The audit committee of the Company as at the Latest
		Practicable Date
"Catalist Rules"	: Listing Manual Section B: Rules of Catalist of the SGX-ST,
		as may be amended, modified or supplemented from time to
		time
"CDP"	: The Central Depository (Pte) Limited
"CEO"	:	Chief Executive Officer
"Circular"	: This Circular to Shareholders dated 23 September 2021
"Companies Act"	: The Companies Act, Chapter 50 of Singapore, as may be
		amended, modified or supplemented from time to time
"Company"	: Sim Leisure Group Ltd.
"Completion"	: Completion of the Proposed Subscription on the terms and
		subject to the conditions of the Subscription Agreement

4

				DEFINITIONS
"Controlling Shareholder"	:	A person who:
				(a) holds directly or indirectly 15% or more of all voting
				shares in the Company (subject to the SGX-ST
				determining that such a person is not a Controlling
				Shareholder); or
				(b) in fact exercises control over the Company
"Directors"			: The directors of the Company for the time being
"EGM"			: The extraordinary general meeting of the Company to be held
				by electronic means on Friday, 8 October 2021 at 11:00 a.m.,
				notice of which is set out on pages N-1 to N-4 of this Circular
"Enlarged	Issued	Share	: Has the meaning ascribed to it in Section 2.2 of this Circular
Capital"
"EPS"			:	Earnings per Share
"Existing	Issued	Share	: Has the meaning ascribed to it in Section 2.2 of this Circular
Capital"
"FY"			: Financial year of the Company ended or ending 31
				December, as the case may be
"Group"			: The Company and its subsidiaries as at the date of this
				Circular
"Issue Price"		: The issue price of the Subscription Shares, being S$0.205
				per Subscription Share
"Latest Practicable Date"	: The latest practicable date prior to the issue of this Circular,
				being 15 September 2021
"Market Day"		: A day on which the SGX-ST is open for trading of securities
"MAS"			: Monetary Authority of Singapore
"Net Proceeds"		: Has the meaning ascribed to it in Section 3.2 of this Circular
"Subscription Shares"		: The 17,717,700 new Shares to be allotted and issued by the
				Company to the Subscribers in accordance with the
				Subscription Agreement
"Notice of EGM"		: The notice of EGM as set out on pages N-1 to N-4 of this
				Circular
"NTA"			:	Net tangible assets

5