8I HOLDINGS LTD — Capital/Financing Update 2016

Jun 29, 2016

ASX ANNOUNCEMENT / MEDIA RELEASE

For Immediate Release

8I Holdings Ltd (ASX: 8IH)

Sale of Investment in Subsidiary and Associate

30 June 2016, Singapore

8I Holdings (ASX: 8IH) (“8IH” or “the Company”) is pleased to advise that it has entered into sale and purchase agreements (the “Sale Agreements) for the sale of:

1. 78.6% of its 49.9% holding in Velocity Holdings Pty Ltd (“VHPL”), via its subsidiaries Red Hill Pte. Ltd. (“RHS”) and Fusion 462 Pte. Ltd. (“F4S”); and

2. 100% of its holding in Oxford Views Pty Ltd (“OVPL”) via its subsidiary Oxford Views Pte. Ltd. (“OVS”)

The completion of the Sale Agreements are conditional on:

• (i) the Company obtaining shareholder approval in general meeting for the sale of its interests;

• (ii) the vendors obtaining irrevocable acknowledgements from the directors of VHPL and OVPL that the proposed share transfers will not be declined; and

• (iii) the Purchasers obtaining the approval of the Foreign Investment Review Board of Australia with respect to the performance of, completion of, or any other matters related to or arising from respective Sale Agreements.

Disposal of VHPL Interests

VHPL is a vibrant, young boutique property developer that specialises in cosmopolitan developments throughout South-East Queensland, Australia. VHPL and its wholly owned subsidiaries achieved unaudited revenue of S$13.6 million for the period 1 July 2015 to 31 March 2016. The net loss for the 9-month period was S$1.2 million. In the unaudited balance sheet as at 31 March 2016, the net total assets totalled S$5.7 million.

The Company, via RHS and F4S, acquired its interest in Velocity on 2 July 2015 for a consideration of S$2,481,865.

The Company, via RHS and F4S, entered into sale and purchase agreement with Labelle Capital Inc. (the “VHPL Sale Agreements”) pursuant to which RHS and F4S have agreed to sell (in aggregate) 2,804,571 VHPL shares for S$3,085,028. Labelle Capital Inc. is a venture capital company financed by a consortium of approximately 200 of investors largely based in South-East Asia, many of whom are minority shareholders of the Company. None of the investors are related parties or substantial holders of the Company.

As of 30 June 2016, RHS and F4S has received a deposit of S$600,000 which will be treated as part payment of the consideration upon completion (the “VHPL Deposit”). In the event that completion of the VHPL Sale Agreement does not occur for any reason on or before 30 June 2017, RHS & F4S shall repay Labelle Capital Inc. the VHPL Deposit without interest.

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Disposal of OVPL Interests

OVPL is in the business of property development in Australia operating through joint ventures with subsidiaries of VHPL. OVPL does not own any land bank in Australia but were entitled to receive 50% of the profit from the property development projects in which it has invested. As at 30 June 2015, OVPL has developing properties, with a wholly owned subsidiary of VHPL, in the Brisbane suburbs of Bulimba with a combined gross development value amounting to in excess of A$11.3 million.

OVPL achieved unaudited revenue of S$1.2 million for the period 1 July 2015 to 31 March 2016. The net profit for the 9-month period was S$0.8 million. In the unaudited balance sheet as at 31 March 2016, the net total assets totalled S$0.2 million.

The Company, via OVS, entered into a sale and purchase agreement with Crescenta Investment Ltd (the “OVPL Sale Agreement”) pursuant to which OVS has agreed to sell all of the 200,000 fully paid ordinary shares in the capital of OVPL for S$10,581,705. Crescenta Investment Ltd is an investment company financed by a consortium of approximately 360 of investors, largely based in South-East Asia, many of whom are minority shareholders of the Company. None of the investors are related parties or substantial holders of the Company.

In consideration for the sale of 200,000 OVPL shares, OVS will receive a cash sum of S$10,581,701.90. OVS has received a deposit of S$2,000,000, as of 30 June 2016, which will be treated as part payment of the consideration upon completion (the “OVPL Deposit”). OVS will further receive part payment of S$5,581,704.90 upon completion and S$3,000,000 on or before the expiry of six months from the date of completion.

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In the event that completion of the OVPL Sale Agreement does not occur for any reason on or before 30 June 2017, OVS shall repay Crescenta Investment Ltd the OVPL Deposit without interest.

Rationale for Proposed Disposal of VHPL & OVPL Interests

One of the core principle activities of the Group is the business of private equity investment. The proposed disposal of VHPL Interests and OVPL Interests, subject to shareholder approval, will enable the Company, via its subsidiaries, to realise a net aggregated gain in sale of investment in VHPL and OVPL of S$11,957,081 and provides the Company with the opportunity to increase its cash on hand by S$13,666,733 to seek other investment opportunities in property development and the Company's listed and unlisted security investment portfolio whilst retaining an interest in 765,220 VHPL shares, which represents 10.7% share capital interest in VHPL.

Following the disposal of VHPL Shares and OVPL Shares 8IH will have the following interests in property assets:

• 10.7% share capital interest in VHPL

• One unit of mixed-used office located at Dela Rosa Street in Manila, Philippines

Anticipated Listing of VHPL

VHPL intends to seek a listing on the ASX in the near future to raise funds to finance its expanding property development business in Australia. Therefore, as a condition precedent to completion of the VHPL Sale Agreement, 8IH will seek shareholder

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approval for the VHPL Sale Agreement to satisfy ASX Listing Rule 11.4 and any other regulatory requirements.

ENDS

For further information, please visit www.8iholdings.com

Media Enquiries:

Louis Chua Goh Yi Lin Company Secretary (Australia) Investor Relations 8I Holdings Ltd 8I Holdings Ltd +65 6225 8480 ext. 114 +65 6225 8480 ext. 113 louis@8iholdings.com info@8iholdings.com

About 8I Holdings Limited

8I Holdings is the holding company of the 8I Group that is based in Singapore and operates an investment business in listed securities, private equity, real property developments, and a financial education and training seminar business. Our experiences as a financial education company focusing on investment techniques with “Value Investing” through our flagship “Millionaire Investor Program” has facilitated significant growth and established 8I Group as one of the leading financial education seminar operators with an investment business in Singapore.

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