KN Coin Whitepaper

This KN Coin Whitepaper constitutes a formal legal agreement between the holders of the KN Coin and the Company and governs their rights and obligations in relation to the purchase and returning of KN Coin. By obtaining, transacting with or otherwise using the KN Coin, the holders of KN Coin agree to be bound by this KN Coin Whitepaper, and acknowledge that they have reviewed and understand each of the disclosures made herein. Prospective holders of KN Coin must read this KN Coin Whitepaper carefully before obtaining or using the KN Coin to understand their rights, obligations and restrictions. Any person who does not agree to, or accept, this KN Coin Whitepaper (or any amendments thereto) must immediately discontinue any access to, and use of, the KN Coin.

Introduction

KN Coin is a block-chain based tokens that will be earmarked to each of the participating shares in the SP (as defined below) on a 1:1 basis.

Structural Design

KN Coin is issued by Caelum Lux Holding Limited (the "Company"), a business company incorporated under the laws of the British Virgin Islands. The sole director and sole shareholder of the Company is Law Wen Feng. The Company is the sole investor and holder of all Class A shares in Privalens Global Private Credit Fund 1 SP (the "SP"), a segregated portfolio of Privalens Global Investment SPC Ltd, an exempted company incorporated with limited liability and registered as a segregated portfolio company under the laws of the Cayman Islands with registration number 423414 (the "Fund"). The Fund is an exempted company limited by shares with unlimited duration and registered as a segregated portfolio company incorporated under the provisions of the Companies Act (As Revised) of the Cayman Islands (as amended or re-enacted from time to time) on 3 July 2025. The initial investment manager of the Fund is Northern Crux Holding Limited (the "Investment Manager"). The Investment Manager is a business company incorporated under the laws of the British Virgin Islands. The Investment Manager is registered with the British Virgin Islands Financial Services Commission as an approved manager pursuant to the Securities and Investment Business Act (As Revised) of the British Virgin Islands and the Investment Business (Approved Managers) Regulations (As Revised) of the British Virgin Islands. Upon the creation of a segregated portfolio, the Fund will, for the account of such segregated portfolio, enter into a management agreement with the Investment Manager. The SP invests in private credit investments, mainly including consumer credit loans across South-east Asia, South Asia and Latin America regions including Thailand, Philippines, Indonesia, Pakistan and Mexico. The KN Coin issued by the Company will be earmarked to each of the participating shares in the SP (the "Cayman Shares") that the Company subscribes for and holds as bare trustee for the relevant KN Coin holder on a 1:1 basis. The total number of KN Coin issued and outstanding should correspond to the total number of Cayman Shares which the Company holds in the Fund from time to time.

Technical

The KN Coin is a transfer-restricted token issued on Arbitrum network. The token follows an ERC-20–compatible implementation with additional compliance controls. Mint and burn functions are callable only by the Company. Wallet-level whitelisting is enforced so that only addresses that have completed applicable Know-Your-Customer ("KYC") / Know-Your-Business ("KYB") and Know-Your-Address ("KYA") checks may hold, receive, or return the KN Coin.

KN Coin will be classified in two types: KNCC and KNCF. The suffix of the KN Coin reflects the funding rail used at purchase and, correspondingly, the settlement rail for making the Payment:

• KNCC denotes KN Coin purchased using stablecoins (i.e. USD Coin ("USDC")) with Payment made in the same type of stablecoin transferred to the holder’s whitelisted wallet address;
• KNCC denotes KN Coin purchased using fiat currency in U.S. dollars with Payment made by bank transfer in U.S. dollars to the holder’s designated bank account.

The issuance process is designed so that Purchase Amount (or conversion proceeds thereof) from each holder are applied directly to subscribe for the corresponding Cayman Shares of the SP, without commingling across holders:

• Purchase Amount in stablecoins are received only at the Company’s designated on-chain address;
• Purchase Amount in fiat currency are received only at the Company’s designated bank account;
• Each purchase is assigned a unique Purchase Lot ID (referencing holder, amount, rail, and the relevant Purchase Day);
• for KNCC, upon receipt and clearance, stablecoins are sent to the on & off-ramp service provider designated by the Company (the "On & Off-ramp Service Provider") for conversion to U.S. dollars;
• for KNCF, funds are already in U.S. dollars. The exact U.S. dollar amount attributable to each Purchase Lot ID is then applied to subscribe the corresponding number of Cayman Shares in the SP for the Company, recorded as a distinct share lot earmarked to that Purchase Lot ID.

Investors that have passed the KYC/KYB and KYA checks and wish to purchase KNCC using USDC may engage the mint function of the smart contract to mint KNCC. The Company will engage the mint function of the smart contract to mint KNCF and will also engage the burn function of the smart contract to burn KNCC/KNCF upon returning of the same by investors. Please refer to below sections for more details on purchase and returning process of KN Coin.

The smart contracts underpinning minting, issuance and returning of KN Coin have been subject to a comprehensive and independent audit by Slowmist to identify potential vulnerabilities, ensure code quality, and verify the correct implementation of the business logic. The full audit report can be provided upon request.

Records and Audit Trail

For each Purchase Lot ID, the Company maintains a reconciliation bundle tying together on-chain receipt and mint events, bank/wallet receipts, on/off-ramp confirmations (if any), the Fund’s Cayman Share allotment statement, and the KN Coin token delivery event. The smart contract emits events referencing the Purchase Lot ID (or a hashed reference thereof) to facilitate independent reconciliation. This creates a bidirectional audit trail evidencing that Purchase Amounts from different holders are not pooled.

Eligibility and Onboarding

Users in permitted jurisdictions may inquire with the Company’s representatives to determine whether the KN Coin may fit their needs by sending an email to fundadmin@privalens.kn.group. Any potential user wishing to purchase KN Coin from the Company is subject to full KYC/KYB and Anti-Money Laundering ("AML") checks. Eligible user cleared via that process may, at the Company’s discretion and subject to entering into a Token Purchase Agreement with the Company and agreeing to the Company’s Privacy Policy, Risk Disclosure Statement as well as this KN Coin Whitepaper, be allowed to purchase KN Coin from the Company.

Similarly, only users that have passed the KYC/KYB and AML checks are allowed to return KN Coin to the Company in exchange for the Payment.

Holder Rights and Terms

The KN Coin does not grant a holder with any right of participation, voting or governance as against the Company, any affiliate of the Company, or the Fund. In particular, other than receiving the Payment upon returning KN Coin to the Company, holders of the KN Coin have no rights as against any assets (including the Cayman Shares held by the Company) or income generated by the Company.

Pending continued compliance and in accordance with the Token Purchase Agreement, holders of the KN Coin have the right to return KN Coin to the Company and receive the Payment. Please carefully read the Token Purchase Agreement at https://www.kncprivalens.com/ in full.

Purchasing the KN Coin

Purchase period

The KN Coin is available for purchase during the Initial Offering Period and on each Purchase Day following the Closing Date at the Purchase Price.

Minimum Purchase Amount

The minimum Purchase Amount for the KN Coin per applicant is US$100,000 (or 100,000 USDC, as the case maybe) or such other amount as the Company may generally or in any particular case determine in its sole discretion.

Payment of the Purchase Amount

Each investor will be required to pay one hundred per cent (100%) of its Purchase Amount by electronic transfer (for purchase by fiat currency) or by delivery of USDC to the designated smart contract address, net of all bank charges (including any correspondent bank charges) or any transaction fees (including any gas fees), in cleared funds in U.S. dollars or in USDC (as applicable) free and clear of liens and other encumbrances, by 4 pm on the fifth (5th) Business Day prior to the Closing Date or the relevant Purchase Day (as the case may be), unless a later payment date is agreed by the Company in its sole discretion.

Purchase Amount must be remitted to the designated bank account of the Company or transferred to the designated smart contract address (as the case may be), with details noted in the Token Purchase Agreement, and must be remitted from an account in the name of the investor or transferred from the investor’s wallet which has passed KYA check conducted by the Company.

If the Purchase Amount for the KN Coin is paid by an investor in USDC, upon receipt of such stablecoins from the investor, the Company will send all such stablecoins to the On & Off-ramp Service Provider, which will arrange conversion of such stablecoins into U.S. dollars at the prevailing conversion rate offered by such On & Off-ramp Service Provider, and use all such U.S. dollars for the Company's subscription for the Cayman Shares issued by the Fund.

Compliance check

(a) KYC/KYB procedures

The Company will perform KYC/KYB procedures on each investor. During the KYC/KYB process, each investor will be required to provide the information regarding the investor. The information of each investor will be verified against standard screening and sanctions lists.

(b) KYA and know-your-transaction ("KYT") procedures

The primary objectives of KYA and KYT are to verify the ownership and source of digital wallet addresses used for transactions with the Company and identify and reject transactions that pose an unacceptable risk of illicit activity.

Upon an investor's expression of interest to purchase KN Coin using USDC, the investor shall provide the Company with information on the wallet address(es) (1) from which the Purchase Amount will originate and (2) where KN Coin purchased will be stored.

The Company may use approved blockchain analytics tools (e.g., Chainalysis, Elliptic) or may appoint a third-party agent to perform screening of the provided wallet address(es) against sanctions lists and watchlists, reviewing the wallet's transaction history for patterns inconsistent with legitimate financial activity. Alternatively, the investor may be required to provide the Company with results of such screening performed by a third-party agent. Each investor's wallet will be assigned a risk score. Wallets with high risk score may be rejected at the Company's sole discretion. A wallet address provided by an investor that has passed these checks will be whitelisted by the Company.

Investors are only allowed to (1) transfer Purchase Amount in USDC, (2) receive KN Coin purchased, and (3) receive the Payment in USDC using their respective whitelisted wallet address(es).

Minting of KN Coin and Transferring KN Coin to Whitelisted Wallet Address

For purchase made in USDC, the process is managed via smart contracts to ensure transparency and automation:

• Eligible investors wishing to purchase KNCC using USDC will be directed to the Investment Portal to connect their wallets and complete KYC/KYB and KYA process.

• The investor will be notified via email whether it has passed / failed the relevant checks or if any additional information is required.

• An investor that has successfully completed the Company’s KYC/KYB and AML/CFT onboarding will be required to execute the Token Purchase Agreement and other related documents through the Investment Portal, which shall be executed before 4:00 pm on the seventh (7th) Business Day prior to the Closing Date or the relevant Purchase Day (as the case may be) or such earlier or later date and time as otherwise determined by the Company.

• Subsequently, such investor may initiate payment of the Purchase Amount using its whitelisted wallet address and minting of KNCC by submitting a purchase order specifying the Purchase Amount on the Investment Portal. The Investment Portal will then guide the investor to pay the Purchase Amount in USDC and call the mint function of the smart contract. Minted KNCC will be deposited to the whitelisted wallet address of the investor.

• Upon completion of such minting transaction, the Company holds on a bare trust basis for the benefit of the relevant KNCC holder, the relevant Purchase Amount in USDC received, and engages the On & Off-ramp Service Provider to convert the USDC into U.S. dollars at the prevailing conversion rate offered by such On & Off-ramp Service Provider. Thereafter, the Company promptly applies the corresponding U.S. dollar proceeds, on a lot-by-lot basis (based on the Purchase Lot ID), to subscribe for the corresponding number of Cayman Shares.

• After the Fund has confirmed that the subscription of the relevant number of Cayman Shares has been completed, such Cayman Shares are recorded by the Fund as a distinct share lot and are held by the Company as bare trustee for the benefit of the corresponding KNCC holder based on the Purchase Lot ID. The total number of KNCC issued and outstanding in respect of that Purchase Lot ID corresponds to the distinct share lot and number of Cayman Shares so held by the Company on a look-through basis.

For purchase made in fiat currency, the KN Coin issuance is initiated through a verified off-chain process:

• Eligible investors wishing to purchase KNCF using U.S. dollars may either connect their wallets and complete KYC/KYB and KYA process through the Investment Portal or contact the Company directly.

• The investor will be notified via email whether it has passed / failed the relevant checks or if any additional information is required.

• An investor that has successfully completed the Company’s KYC/KYB and AML/CFT onboarding shall then contact the Company to submit a purchase request for KNCF and to confirm its Purchase Amount. Such investor will then be required to execute the Token Purchase Agreement and other related documents by email before 4:00 pm on the seventh (7th) Business Day prior to the Closing Date or the relevant Purchase Day (as the case may be) or such earlier or later date and time as otherwise determined by the Company.

• Upon confirmation of receipt of the Purchase Amount in cleared funds, the Company (1) holds on a bare trust basis for the benefit of the relevant investor, the relevant Purchase Amount in U.S. dollars received, and (2) calls the mint function of the smart contract. Minted KNCF will be deposited to the whitelisted wallet address of the investor.

• The Company then promptly applies such Purchase Amount in U.S. dollars, on a lot-by-lot basis (based on the Purchase Lot ID), to subscribe for the corresponding number of Cayman Shares.

• After the Fund has confirmed that the subscription of the relevant number of Cayman Shares has been completed, such Cayman Shares are recorded by the Fund as a distinct share lot and are held by the Company as bare trustee for the benefit of the corresponding KNCF holder based on the Purchase Lot ID. The total number of KNCF issued and outstanding in respect of that Purchase Lot ID corresponds to the distinct share lot and number of Cayman Shares so held by the Company on a look-through basis.

Returning the Tokens

Returning period

Holders of KN Coin may return their KN Coin to the Company in exchange for the corresponding Payment upon the expiry of a period of six (6) calendar months commencing from the date on which the relevant KN Coin is issued, or a longer or shorter period as determined by the Company at its sole discretion.

Minimum returning amount

There is no minimum returning amount of the KN Coin.

Returning process

A holder wishing to return KN Coin to the Company in exchange for the Payment shall submit a return request through the Investment Portal, specifying the number and type of KN Coin to be returned and the preferred Return Day (subject to cut‑off times and the minimum holding period).

Upon submission, the holder authorises the Company to engage the smart contract and transfer the corresponding number and type of KN Coin from the holder’s whitelisted wallet address to the Company’s designated return wallet address. This is implemented via an on‑chain redeem() function that (1) pulls the KN Coin from the holder’s whitelisted wallet address and (2) records the relevant Purchase Lot ID(s) to which the return relates.

The Company then submits a redemption request to the Fund to redeem the specific Cayman Shares of the distinct share lot(s) earmarked to the relevant Purchase Lot ID(s). Redemption proceeds are received by the Company in U.S. dollars.

Immediately prior to or contemporaneously with making the Payment to the holder, the Company, acting through the issuer smart contract, burns the KN Coin returned so that the on‑chain supply of KN Coin continues to match the Cayman Shares held by the Company as bare trustee.

Calculation of the Payment

The Payment each holder is entitled to receive upon returning its KN Coin shall prima facie equal to the redemption proceeds received by the Company from the Fund in relation to the specific Cayman Shares of the distinct share lot(s) earmarked to the Purchase Lot ID of the KN Coin returned. The redemption proceeds of the specific Cayman Shares will in turn be calculated by the net asset value per Cayman Share.

Each holder of KN Coin acknowledges that:

(i) there is no guarantee that the Target Return will be achieved and paid to any holder of KN Coin;

(ii) the Payment to be made to any holder of KN Coin may be less than the Purchase Amount of such KN Coin, and therefore it is possible that such holder of KN Coin will suffer loss; and

(iii) upon returning KN Coin, a holder shall not be entitled to any amount in excess of the Payment.

Making the Payment

The Payment will usually be made to holders of KN Coin within thirty (30) calendar days following the relevant Return Day using redemption proceeds of the specific Cayman Shares in U.S. dollars received by the Company from the Fund:

• for KNCC, such redemption proceeds will be converted to USDC by the On & Off-ramp Service Provider at its prevailing conversion rate, and transferred to the holder’s whitelisted wallet address;

• for KNCF, such redemption proceeds in U.S. dollars will be paid by bank transfer to the holder’s designated bank account.

No third party payment is allowed.

The Company may in certain circumstances reduce the Payment payable to a holder of KN Coin by the amount of any withholding or other tax borne by the Company and/or the Fund, which the Company determines is attributable to such holder or to the extent that the Company and/or the Fund is required by any applicable law and/or by agreement with any government division or department to withhold in respect of the Payment to such holder.

Secondary Trading

Eligible investors can only purchase and return KN Coin using their whitelisted wallet address(es) with the Company. KN Coin does not support secondary trading or peer-to-peer transfer between different wallet addresses (even if both wallet addresses have been whitelisted).

Fees

No fees shall be charged for purchasing and returning of the KN Coin.

Transparency

The details of the Fund (including its NAV, collateralization ratio, etc.), and its offering documents (including but not limited to the Private Placement Memorandum of the Fund and the Supplement relating to the offering of participating shares attributable to the SP) will be made available at https://www.kncprivalens.com on a daily basis.

Definition