Health and Happiness (H&H) International Holdings Limited announced that, as of the Expiration deadline, 4:00 p.m. (London time), on June 9, 2023, an indicative amount of USD 141,793,000 of the 2024 Notes, representing 52.58% of the aggregate principal amount of the 2024 Notes, has been validly tendered for exchange, and an indicative amount of USD 29,862,000 of the 2024 Notes. In addition, the Company has received the Requisite Consents. Under the Concurrent Consent Solicitation, Consents with respect to an indicative amount of USD 15,241,000 of the 2024 Notes and the Concurrent New Money Issuance, which is expected to be on or about June 13, 2023.

The distribution of the Memorandum is restricted by law in certain jurisdictions. Persons who come into possession of the Memorandum are required to inform themselves of and to observe any of these restrictions. The Memorandum does not constitute, and may not be used in connection with, an offer to buy 2024 Notes or New Notes or a solicitation to sell 2024 Notes by anyone in any jurisdiction in which such an offer or solicitation is not subject to, the registration requirements of the Securities Act.

Accordingly, the New Notes are being offered and sold only outside the United States in compliance with Regulation S under the Securities Act. The Company does not constitute, and may be used in connection with, a offer to buy 2024 Notes or new Notes or a solicitation to sell 2022 Notes by anyone in any jurisdiction In the United States. The New Notes will not be registered under the United States Securities Act of 1933, as amended (the Securities Act), and may not be used in accordance with the registration requirements of the United States.