SPC GLOBAL HOLDINGS LTD — Director's Dealing 2021

Feb 24, 2021

Rule 3.19A.2

Appendix 3Y

Change of Director's Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 30/09/01 Amended 01/01/11

THE FOOD REVOLUTION GROUP LTD
ABN 20 150 015 446

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Mr Tao (Norman) Li
Date of last notice	10 June 2020

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest	Direct and Indirect Interest
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.	PacificInternationalFundManagementPty Ltd as trustee for the Pi Trust whichDrLihasarelevantinterestinundersection 608 of the Corporations Act.
	Y&LFamilyInvestmentsPtyLtdisthetrustee of both the Y&L SuperannuationFund and the Y&L Family Trust. Dr Li hasa relevant interest in all shares held byY&LFamilyInvestmentsPtyLtdundersection 608 of the Corporations Act.
	MrLiisadirectorandsubstantialshareholderofCarelineAustraliaPtyLtd,andaccordinglyhasarelevantinterestinsharesheldbyCarelineAustraliaPtyLtdundersection608oftheCorporationsAct.
Date of change	25 February 2021

+ See chapter 19 for defined terms.

No. of securities held prior to change
Careline Australia Pty Ltd	104,037,037 fully paid ordinary shares50,000,000 Performance Shares
Pacific International Fund Management Pty Ltd astrustee for the Pi Trust	52,777,778 fully paid ordinary shares50,000,000 Performance Shares
Y&L Family Investments Pty Ltd as trustee for theY&L Superannuation Fund	14,814,815 fully paid ordinary shares40,000,000 Performance Shares
Y&L Family Investments Pty Ltd as trustee for theY&L Family Trust	78,888,889 fully paid ordinary shares50,000,000 Performance Shares
Class	As above
Number acquired
Number disposed	56,482,482 fully paid ordinary shares
Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation	The56,482,482fullypaidsharesweredisposed of at a consideration of $0.054per share i.e. $3,050,054190,000,000 Performance Shares Cancelled
No. of securities held after change
Careline Australia Pty Ltd	47,554,555 fully paid ordinary shares
Pacific International Fund Management Pty Ltd astrustee for the Pi Trust	52,777,778 fully paid ordinary shares
Y&L Family Investments Pty Ltd as trustee for theY&L Superannuation Fund	14,814,815 fully paid ordinary shares
Y&L Family Investments Pty Ltd as trustee for theY&L Family Trust	78,888,889 fully paid ordinary shares
NatureofchangeExample: on-market trade, off-market trade, exercise of options,issue of securities under dividend reinvestment plan, participation inbuy-back	Off market transfer

+ See chapter 19 for defined terms.

Part 2 – Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

+ See chapter 19 for defined terms.

CarelineAustraliaPtyLtd(Careline)andTheFoodRevolution Group Limited (FOD) under which Dr Lihas guaranteed an investment by Careline and/or itsnomineesofupto$20.25million.Thedeedwasamended on or about 7 March 2019. A summary of thetermsofthedeedwasreleasedtotheASXon10September2018,and inthenoticeofExtraordinaryGeneral Meeting to shareholders dated 10 May 2019.
Under the Subscription Deed, Careline subscribed foran initial tranche of 18.5 million new ordinary shares inFOD at an issue price of $0.054 per share (being a totalinitial investment of A$1,000,000) on 28 September 2018(Tranche 1 Subscription).
Careline and its nominee, Pacific International Fundmanagement Pty Ltd as trustee for the Pi Trust (PiTrust), subscribed for a second tranche of 46.5 millionnew ordinary shares at an issue price of $0.054 pershare(an investmentofA$2,510,000)on 31October2018 (Tranche 2 Subscription).
Carelineanditsnominees,thePiTrustandY&LFamilyInvestmentsPtyLtdsubscribedforathirdtranche of 100 million ordinary shares at an issue price$0.054pershare(beinganinvestmentofA$5,400,000) on 17 June 2019, following shareholderapproval.
Carelineanditsnominees,thePiTrustandY&LFamilyInvestments PtyLtdsubscribedfor afourthtranche of 100 million ordinary shares at an issue price$0.054pershare(beinganinvestmentofA$5,400,000)on5September2019,followingshareholder approval.
Careline has also agreed to subscribe for, or procure itsnomineessubscribefor,afurthertrancheofnewordinary shares over the next 6 months as follows:
1. Tranche 5 – 110 million ordinary shares at an issueprice of $0.054 per share (being an investment ofA$5,940,000) on or before 05 March 2020.
In addition, 190 million non-voting performance shares(Performance Shares) have been issued to Carelineand/or its nominees.

	By agreement with the company this share subscriptionagreement is now terminated and the Tranche 5 willnot be subscribed for. As a consequence, it has beenagreed all performance shares are cancelled
Natureofinterest
Nameofregisteredholder(if issuedsecurities)	As above
Dateofchange	As above
No.andclassofsecuritiestowhichinterest relatedpriortochangeNote: Details are only required for a contract inrelation to which the interest has changed	As above
Interest acquired	As above

+ See chapter 19 for defined terms.

Interest disposed	As above
Value/ConsiderationNote: If consideration is non-cash, provide detailsand an estimated valuation	As above
Interest after change	As above

Part 3 – +Closed period

Were the interestsinthe securitiesorcontractsdetaileda +closedabovetraded duringperiod wherepriorwrittenclearancewasrequired?	No
Ifso,waspriorwrittenclearanceprovidedtoallowthetradeto proceedduringthisperiod?
Ifpriorwrittenclearancewasprovided,onwhatdatewasthisprovided?

+ See chapter 19 for defined terms.