China Putian Food : INSIDE INFORMATION - EXTENSION OF MATURITY DATE OF CONVERTIBLE BOND AND NONCONVERTIBLE NOTE DUE 2018

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CHINA PUTIAN FOOD HOLDING LIMITED

中 國 普 甜 食 品 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01699)

INSIDE INFORMATION

EXTENSION OF MATURITY DATE OF CONVERTIBLE BOND AND NON-

CONVERTIBLE NOTE DUE 2018

References are made to the announcements of China Putian Food Holding Limited (the ''Company'' and, together with its subsidiaries, the ''Group'') dated 28 September 2016, 13 October 2016, 15 October 2018, 23 April 2019, 12 July 2019, 17 July 2019 and 29 May 2020 (collectively, the ''Announcements'') regarding the 5% secured convertible bond in the aggregate principal amount of HK$150 million (the ''Convertible Bond'') and the 6% secured non-convertible note in the aggregate principal amount of HK$110 million (the ''Note''). Unless otherwise stated herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcements.

This announcement is made by the Company pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules'') and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong).

FORMER EXTENSION OF THE MATURITY DATE

The Convertible Bond and the Note were issued to the Investor on 13 October 2016 pursuant to the Subscription Agreement. In accordance with the terms of the Convertible Bond and the Note, the Maturity Date of the Convertible Bond and the Note is 15 October 2018.

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As set out in the announcement of the Company dated 15 October 2018, the Investor has confirmed in the First Written Confirmation that the extension of the Maturity Date (if any) will be not more than 6 months, and the final terms of extension and amendment will be subject to the execution of the Amendment Deed Poll and the terms set out in the Amendment Deed Poll; also, the Company is not required to (a) redeem the Convertible Bond and the Note and/or (b) pay the relevant redemption amount (save and except for the accrued but unpaid interest) on the Maturity Date until the execution of the Amendment Deed Poll by the Company and the Investor.

As set out in the announcement of the Company dated 23 April 2019, the Investor has confirmed with the Company in the written confirmation (''Second Written Confirmation'') that the extension of the Maturity Date is 15 July 2019, and the final terms of extension and amendment will be subject to the Amendment Deed Poll in relation thereto made pursuant to the terms of the Convertible Bond and the Note and the terms set out in the Amendment Deed Poll; also, the Company shall, pursuant to the demand of the Investor, redeem the Convertible Bond and the Note in part or in whole.

As set out in the announcements of the Company dated 12 July 2019 and 17 July 2019, the terms of the Amendment Deed Poll were still under negotiation between the Company and the Investor. The Company had proposed to the Investor and the Investor considered that the further extension of the Maturity Date would be no more than 6 months from 15 July 2019. As no terms regarding the Convertible Bond and the Note had been changed as at 12 July 2019, the applications made by the Company to the Stock Exchange on the same date regarding the Alteration Approval and the Listing Approval on the Conversion Shares were not processed by the Stock Exchange. The Convertible Bond and the Note have matured according to the Second Written Confirmation from the Investor.

As set out in the announcement of the Company dated 29 May 2020, the Investor has confirmed with the Company in the written confirmation (''Third Written Confirmation'') that the extension of the Maturity Date is 31 May 2021, and the final terms of extension and amendment will be subject to the Amendment Deed Poll in relation thereto made pursuant to the terms of the Convertible Bond and the Note and the terms set out in the Amendment Deed Poll; also, the Company will make new applications to the Stock Exchange regarding the approval of alteration of the terms of the Amendment Deed Poll under the Listing Rules and the granting of listing approval on the Conversion Shares will be processed by the Stock Exchange pursuant to the Listing Rules upon the changes in terms of the Convertible Bond and the Note being finalised by the Investor and the Issuer, (i.e. on the Amendment Deed Poll (if there's any)); and, the Company shall, pursuant to the demand of the Investor, redeem the Convertible Bond and the Note in part or in whole.

THE EXTENSION OF THE MATURITY DATE

The extension period of the Maturity Date (if any) under the Third Written Confirmation will expired on 31 May 2021. As of the date of this announcement, the terms of the Amendment Deed Poll are still under negotiation between the Company and the Investor.

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With a view to allowing further time for negotiation, on 15 April 2021, the Investor has confirmed, among others, the followings:

1. the Company and the Investor are currently negotiating on the terms of extension and amendments of the Convertible Bond and the Note which include the Maturity Date under the Bond Instrument and the Note Instrument to be extended to 6 May 2022 (with no additional interest fee incurred before 6 May 2022) and the Investor's Conversion Right during the Conversion Period under the Bond Instrument to be amended and given legal effect in accordance with item (b) below;
2. in the event that the Company and the Investor agree with the proposed extension as contemplated under item (a) above, the Company will make new applications to the Stock Exchange regarding the approval of alteration of the terms of the Amendment Deed Poll (as defined below) under the Listing Rules and the granting of listing approval on the Conversion Shares will be processed by the Stock Exchange pursuant to the Listing Rules upon the changes in terms of the Convertible Bond and the Note being finalised by the Investor and the Issuer;
3. the final terms and conditions of amendment will be subject to the execution of the Amendment Deed Poll in relation thereto made pursuant to the terms of the Convertible Bond and the Note (''Amendment Deed Poll'') and the terms set out in the Amendment Deed Poll; and
4. save for the item (b) mentioned above, the Company shall, pursuant to the demand of the Investor, redeem the Convertible Bond and the Note in part or in whole in accordance with the respective terms of the Convertible Bond and the Note, as the same may be supplemented and/or modified by the Amendment Deed Poll.

REASONS FOR THE PROPOSED EXTENSION

The Proposed Extension effectively provides the Group with flexibility in relation to the Group's deployment of its financial resources to fund its operation and development as well as planning of its work capital requirements. Without such extension, the Company will have to apply substantial cash resources for the redemption of the Convertible Bond and the Note on maturity. Accordingly, the Directors (including the independent non-executive Directors) consider that such extension of the Convertible Bond and the Note is fair and reasonable and is in the interests of the Company and its Shareholders as a whole.

The Company will continue to keep its shareholders and the investing public updated of any development of the Convertible Bond and the Note as and when appropriate, and will comply with the applicable requirements under the Listing Rules as required.

By order of the Board

China Putian Food Holding Limited

CAI Chenyang

Chairman

Hong Kong, 15 April 2021

As at the date of this announcement, the Board comprises Mr. CAI Chenyang, Mr. CAI Haifang and Ms. MA Yilin as executive Directors, Mr. CHENG Lian and Mr. CAI Zhiwei as non-executive Directors and Mr. XUE Chaochao, Mr. CAI Zirong and Mr. WANG Aiguo as independent non-executive Directors.

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