Alpina Holdings Limited (Catalist:ZXY) entered into a non-binding term sheet to acquire Wan Dormitory Pte. Ltd. from Dacai Pte Ltd. and Dong Cai for SGD 24 million on March 15, 2023. In this transaction, Dacai will sell 99% stake and Dong Cai will sell 1% stake in Wan Dormitory. Alpina Holdings has paid purchase consideration in cash using internal resources. As per the terms of agreement, The terms sheet exclusivity period is six months commencing on the date of the Term Sheet. Upon execution of the Term Sheet, Alpina Holdings will provide a deposit of 1.0% of the Purchase Consideration which shall be applied towards partial satisfaction of the Purchase Consideration under the terms and conditions of the binding definitive agreement(s) to be entered into for the Proposed Acquisition. The Deposit shall be refunded by Dacai (on behalf of the Vendors) to Alpina Holdings within five business days after the earlier of (i) the date of expiry of the Exclusivity Period, or (ii) the date of termination of the Definitive Agreement. (1) the Deposit shall not be refundable to Alpina Holdings in the event that no Definitive Agreement(s) has been entered into by the expiry of the Exclusivity Period for reasons wholly attributable to Alpina Holdings (which shall exclude non-fulfilment of any conditions precedent, such as unsatisfactory due diligence findings); or (ii) in the event of termination of the Definitive Agreement (a) by the Vendors in the event of breach of completion obligations solely by Alpina Holdings (b) if completion of the Proposed Acquisition has not taken place on or before September 12, 2023 (or such other date as Alpina Holdings and Vendors may agree in writing) due solely to the action(s) or omission(s) by Alpina Holdings. (c) by the Vendors if (1) Alpina Holdings is declared insolvent or bankrupt; (2) any representation and warranty made by Alpina Holdings proves to have been untrue and incorrect in any material respect; or (3) Alpina Holdings fails to comply with any material covenants contained in the Definitive Agreement or (2) 50% of the Deposit shall not be refundable to Alpina Holdings in the event that (i) no Definitive Agreement(s) has been entered into between the parties by the expiry of the Exclusivity Period due to the occurrence of any No-Fault Events (i) no Definitive Agreement(s) has been entered into between the parties by the expiry of the Exclusivity Period due to the occurrence of any No-Fault Events. The acquisition is conditional upon certain customary conditions precedent (the details of which will be set out in the Definitive Agreement(s)), including but not limited to the completion of due diligence by Alpina Holdings on Wan Dormitory and the Property, and such due diligence findings being to the satisfaction of Alpina Holdings. The transaction is expected to complete by September 12, 2023.

Alpina Holdings Limited (Catalist:ZXY) cancelled the acquisition of Wan Dormitory Pte. Ltd. from Dacai Pte Ltd. and Dong Cai on September 16, 2023.