On 20 March 2024, Health and Happiness (H&H) International Holdings Limited entered into the Subscription Agreement with the Joint Lead Managers in connection with the issue of RMB 500,000,000 7.5% guaranteed bonds due 2027 unconditionally and irrevocably guaranteed by certain existing subsidiaries of the Company. The Bonds will not be listed on any stock exchange. The Bonds will be unrated.

The gross proceeds of the offering of the Bonds pursuant to this offering will be approximately RMB 500 million, before deducting underwriting discounts and other fees and expenses. The Company intends to use the net proceeds of the Bonds, being the gross proceeds less underwriting discounts and other fees and expenses, to repay the existing offshore indebtedness of the Company. The offering is available only to investors who are outside the United States in an offshore transaction in reliance on Regulation S under the Securities Act.