Heng Tai Consumables : MAJOR TRANSACTION - PROPOSED EXTENSION OF THE MATURITY DATE OF THE 6% BOND DUE 2020 ISSUED BY CHINA HEALTHWISE HOLDINGS LIMITED

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

HENG TAI CONSUMABLES GROUP LIMITED

亨 泰 消 費 品 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00197)

MAJOR TRANSACTION

PROPOSED EXTENSION OF THE MATURITY DATE OF

THE 6% BOND DUE 2020 ISSUED BY

CHINA HEALTHWISE HOLDINGS LIMITED

SUPPLEMENTAL AGREEMENT

On 28 August 2020, the Subscriber and China Healthwise entered into the Supplemental Agreement for amending the Subscription Agreement and the terms and conditions of the Instrument.

China Healthwise and the Subscriber have conditionally agreed to amend and extend the original Maturity Date of the Bond of 10 October 2020 for another two years to 10 October 2022 (or if that day is not a Business Day, the immediately following Business Day), where HK$85,500,000 of the principal amount remaining outstanding.

Further, since China Healthwise has to utilize the General Mandate for the Conversion Shares for the extended period of the Maturity Date instead of the previous Specific Mandate which will expire on the original Maturity Date of the Bond, necessary amendments to give effect to such change are also made to the Instrument.

Other than the extension of the Maturity Date and the amendments regarding the utilization of the General Mandate in lieu of the Specific Mandate (and the necessary administrative matters to give effect to such changes), no other terms and conditions of the Instrument constituting the Bond have been changed.

LISTING RULES IMPLICATIONS

Since the Proposed Amendments under the Supplemental Agreement constitute material variation of the terms of the Bond, the applicable percentage ratios of which is more than 25% but less than 100%, the transactions contemplated under the Supplemental Agreement constitute a major transaction of the Company under Chapter 14 of the Listing Rules and are subject to the reporting, announcement, circular and Shareholders' approval requirements pursuant to Chapter 14 of the Listing Rules.

An EGM will be convened to consider and, if thought fit, to approve the Supplemental Agreement and the transactions contemplated thereunder.

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Reference is made to the announcements of the Company dated 8 October, 11 October and 22 November 2018 in relation to the subscription of the Bond by the Subscriber.

China Healthwise as issuer and the Subscriber as subscriber entered into the Subscription Agreement dated 8 October 2018 in relation to the issue and subscription of the Bond. The Bond in the principal amount of HK$120,000,000 was issued to the Bondholder pursuant to the Subscription Agreement on 11 October 2018, and with effect from 22 November 2018, the Conversions Rights attached to the Bond have become unconditional and irrevocable.

.

As at the date of this announcement, the aggregate principal amount of HK$85,500,000 remains outstanding under the Bond held by the Subscriber, being the sole Bondholder.

SUPPLEMENTAL AGREEMENT

On 28 August 2020, the Subscriber and China Healthwise entered into the Supplemental Agreement for amending the Subscription Agreement and the terms and conditions of the Instrument.

The principal terms of the Supplemental Agreement are as follows:

Date:	28 August 2020
Parties	the Subscriber; and
	China Healthwise

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, China Healthwise and its ultimate beneficial owners are third parties independent of the Company and the connected persons (as defined in the Listing Rules) of the Company.

Proposed Amendments

China Healthwise and the Subscriber have conditionally agreed to amend and extend the original Maturity Date of the Bond of 10 October 2020 for another two years to 10 October 2022 (or if that day is not a Business Day, the immediately following Business Day), where HK$85,500,000 of the principal amount remaining outstanding.

Further, since China Healthwise has to utilize the General Mandate for the Conversion Shares for the extended period of the Maturity Date instead of the previous Specific Mandate which will expire on the original Maturity Date of the Bond, necessary amendments to give effect to such changes are also made to the Instrument.

Other than the extension of the Maturity Date and the amendments regarding the utilization of the General Mandate in lieu of the Specific Mandate (and the necessary administrative matters to give effect to such changes), no other terms and conditions of the Instrument constituting the Bond have been changed.

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Conditions Precedent

The obligations of the parties to the Supplemental Agreement including (i) the approval of the Subscriber, being the sole Bondholder, to amend the Instrument under the Supplemental Agreement, and (ii) the obligations of China Healthwise to give effect to the Proposed Amendments provided under the Supplemental Agreement is conditional upon the following conditions precedent having been satisfied on or before the Long Stop Date:

1. the passing by the Shareholders at the Company's extraordinary general meeting to be convened of the necessary resolution(s) to approve the Supplemental Agreement and the transactions contemplated thereunder;
2. the representations and warranties of China Healthwise as set out in the Subscription Agreement (as amended by the Supplemental Agreement) remaining true, accurate and not misleading in each case in accordance with their terms;
3. since the date of the Supplemental Agreement, there having been, in the opinion of the Subscriber, no Material Adverse Change;
4. the Stock Exchange having granted the listing of, and permission to deal in, the Conversion Shares to China Healthwise;
5. the Stock Exchange having granted approval for the amendments to the Bond;
6. there exist sufficient amount of the General Mandate to be utilized for the initial conversion of the principal amount of the Bond into Conversion Shares; and
7. China Healthwise delivering to the Subscriber a cashier's order or a cheque issued by a bank licensed in Hong Kong in the amount of HK$5,144,054.79 payable to the Subscriber, being the outstanding accrued interests on the original maturity date of the outstanding principal amount of the Bond.

The Subscriber and China Healthwise shall use their respective best endeavours to procure the fulfilment of the Conditions Precedent, and in the event that any of such conditions is not fulfilled by 5:00 p.m. on the Long Stop Date (without prejudice to the Subscriber's rights under the Supplemental Agreement, and under the Subscription Agreement and the Instrument), the Supplemental Agreement will automatically be terminated.

If the Supplemental Agreement is terminated, the Proposed Amendments will not become effective and China Healthwise shall redeem the entire outstanding principal amount of the Bond together with all accrued interests on 10 October 2020 (being the original Maturity Date) in accordance with the Conditions of the Bond.

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China Healthwise's obligations on or before the Effective Date

Subject to and upon satisfaction of the Conditions Precedent on or before the Long Stop Date, China Healthwise shall do and deliver to the Subscriber (on or before the Effective Date) the following documents with effect from the Effective Date:

1. an original Supplemental Bond Instrument dated the Effective Date duly executed and delivered as a deed poll by China Healthwise reflecting the Proposed Amendments;
2. an original revised new Certificate duly executed by China Healthwise evidencing the principal outstanding amount of HK$85.5 million of the Bond held by the Subscriber;
3. an original confirmation dated the Effective Date substantially in the form as agreed by the Subscriber;
4. a certified true copy of the resolutions of China Healthwise approving the terms of, the transactions contemplated by, and the execution and performance of the Supplemental Agreement and the Supplemental Bond Instrument, issuing the revised new Certificate to the Subscriber as the sole Bondholder, confirming the availability and validity of the General Mandate and the listing approval from the Stock Exchange for the Conversion Shares, and resolving that it executes and delivers all relevant documents to the Subscriber to which it is a party;
5. a certified true copy of the members resolutions of China Healthwise passing the necessary resolution relating to the General Mandate; and
6. a certified true copy of the listing approval granting the listing of, and permission to deal in, the Conversion Shares.

China Healthwise undertakes to do and deliver all the matters as set out above on or before the Effective Date. In the event that any of such matter is not fulfilled by the Effective Date (without prejudice to the Subscriber's rights under the Supplemental Agreement and under the Subscription Agreement and the Instrument), the Subscriber shall be entitled at its absolute discretion to:

1. demand China Healthwise to continue to complete any outstanding matter with such necessary modifications taking into account any specific circumstances giving rise to the failure to do so by China Healthwise (provided always that any of such modifications shall not in any way amend any of the terms of the Subscription Agreement, the Instrument or the Supplemental Agreement, and shall not cause any party to have committed any breach of applicable laws, rules, regulations, codes and the Listing Rules; or
2. treat that China Healthwise has breached the terms of the Supplemental Agreement and has failed to extend the original maturity date of the Bond, and accordingly China Healthwise shall redeem the entire outstanding principal amount of the Bond on its original maturity date together with all accrued interests.

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China Healthwise has undertaken not to redeem any of the remaining outstanding principal amount of the Bond on or before the Effective Date for so long that the Supplemental Agreement has not been terminated for whatever reasons.

The Subscriber does not have any current intention to exercise any of the Conversion Rights.

TERMS OF THE BOND
Outstanding Principal amount:	HK$85,500,000
	Note: All previously issued amount of the Bond which has been
	redeemed by China Healthwise has been cancelled and
	cannot be reissued by China Healthwise pursuant to the
	terms of the Bond.
Issue price:	100% of the principal amount of the Bond
Form and denomination:	The Bond are in registered form in such denomination and
	manner as the Subscriber may direct but in any event not less than
	HK$5,000,000 each.
Interest rate:	The Bond shall bear interest on the outstanding principal amount
	from and including the date of its issue at 6% per annum. Interest
	shall be accrued daily on a 365 days basis and is payable annually
	or with respect to the last payment, on the Maturity Date.
Maturity Date:	10 October 2020 (proposed to be extended to 10 October 2022)
	Note: The Maturity Date is conditionally subject to be extended
	to 10 October 2022 (or if that day is not a Business Day,
	the immediately following Business Day) under the
	Supplemental Agreement).
Redemption on maturity:	Any amount of the Bond outstanding as at the Maturity Date
	shall be redeemed automatically on the Maturity Date at its then
	outstanding principal amount together with accrued interests.
Redemption on notice	China Healthwise may at any time before the Maturity date
by China Healthwise:	by serving at least seven (7) days' prior written notice to the
	Bondholder with the total amount proposed to be redeemed from
	the Bondholder specified therein, redeem the Bond (in whole or in
	part) at par together with accrued interests provided always that no
	conversion notice has been served by the Bondholder on or prior
	to the date the redemption notice is served by China Healthwise to
	the Bondholder.

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Redemption upon Event of	If an event of default has occurred, the Bondholder may require
Default:	China Healthwise to redeem all or a portion of its Bond, and
	China Healthwise shall, in addition to and without prejudice to
	any of its other payment obligations under the Instrument, pay to
	the Bondholder an additional amount of interest as default interest
	which shall be payable monthly in cash, such that a total interest
	rate of 10% per annum shall accrue on the aggregate unpaid
	principal, interest and/or other amounts owed by China Healthwise
	to such Bondholder from the relevant due date of such unpaid
	amount until the date on which has been fully paid by China
	Healthwise to such Bondholder.
Event of Default:	The Bond will contain customary events of default provisions
	which provide that, on the occurrence of certain events of default
	specified in the terms and conditions of the Bond, the Bondholder
	shall be entitled to demand for immediate repayment of the
	principal amount outstanding under the relevant Bond.
Status of the Bond:	The Bond constitutes direct, unconditional, unsubordinated and
	unsecured obligations of China Healthwise and shall at all times
	rank pari passu and without any preference among themselves.
	The payment obligations of China Healthwise under the Bond
	shall, save for such exceptions as may be provided by applicable
	legislation, at all times rank at least equally with all its other
	present and future unsecured and unsubordinated obligations.
Conversion Period:	Any time up to 4:00 pm (Hong Kong time) immediately prior to
	and exclusive of the Maturity Date.
Conversion Price:	The conversion price at which the Bond is to be converted into a
	Conversion Share, which shall be HK$0.1 per Conversion Share,
	subject to the adjustments provisions as follows:
	(i)	an alteration of the nominal amount of the shares of China
		Healthwise by reason of any consolidation or subdivision;
	(ii)	an issue (other than in lieu of a cash dividend) by China
		Healthwise of its shares credited as fully paid by way of
		capitalisation of profits or reserves (including any share
		premium account, contributed surplus account or capital
		redemption reserve fund);
	(iii)	a Capital Distribution (as defined in the Instrument) being
		made by China Healthwise, whether on a reduction of
		capital or otherwise, to holders of its shares in their capacity
		as such;
	(iv)	an offer or grant being made by China Healthwise to holders
		of its shares by way of rights or of options or warrants to
		subscribe for new shares at a price which is less than 90
		per cent. of the market price (calculation as provided in the
		Instrument);

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1. an issue wholly for cash being made by China Healthwise of securities convertible into or exchangeable for or carrying rights of subscription for new shares, if in any case the total Effective Consideration per Share (as defined in the Instrument) initially receivable for such securities is less than 90 per cent of the market price (calculation as provided in the Instrument), or the terms of any such rights of conversion or exchange or subscription attached to any such securities being modified so that the said total Effective Consideration per share initially receivable for such securities is less than 90 per cent. of the market price;
2. an issue being made by China Healthwise wholly for cash of shares at a price per share less than 90 per cent. of the market price (calculation as provided in the Instrument); and
3. an issue being made by China Healthwise of its shares for the acquisition of asset at a total Effective Consideration per share (as defined in the Instrument) less than 90 per cent. of the market price (calculation as provided in the Instrument).

Any adjustment to the Conversion Price shall be made to the nearest one-tenth of a cent so that any amount under half of one- tenth of a cent shall be rounded down and any amount of half of one-tenth of a cent or more shall be rounded up. No adjustment shall be made to the Conversion Price in any case in which the amount by which the same would be reduced would be less than one-tenth of cent and any adjustment which would otherwise then be required shall not be carried forward.

China Healthwise shall take all necessary action prior to carrying out any action that may render the Conversion Price being adjusted so that on conversion the Conversion Price shall fall to be issued at a discount to their nominal value, failing which China Healthwise shall compensate the Bondholder all losses as a result thereto including but not limited to such amount that the Bondholder would be entitled under the adjustment but was being prevented and all costs and expenses.

If any adjustment to be made will render the total number of the Conversion Shares exceeding the Specific Mandate, the Bondholder shall be entitled to convert up to the maximum number of the Conversion Shares and the remaining portion of the principal amount shall be redeemed on the Maturity Date on a dollar-to-dollar basis together with accrued interests.

Note: The conversion authority of the Conversion Shares is conditionally subject to be changed to the General Mandate under the Supplemental Agreement.

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Conversion Shares:	Based on the initial Conversion Price of HK$0.10 per Conversion
	Shares, a maximum of 855,000,000 new shares may be allotted
	and issued by China Healthwise under the Bond upon exercise of
	the Conversion Rights, subject to the terms of the Instrument, or
	otherwise pursuant to the terms of the Instrument.
	As at the date of this announcement, China Healthwise has
	7,704,808,360 ordinary shares of HK$0.10 each in issue. Upon
	full conversion to the Conversion Shares at the initial Conversion
	Price, the Conversion Shares represent: (a) approximately
	11.10% of the existing issued share capital of China Healthwise;
	and (b) approximately 9.99% of the issued share capital of
	China Healthwise as enlarged by the allotment and issue of the
	Conversion Shares to be allotted and issued upon the exercise of
	the Conversion Rights in full (assuming there is no other change
	in the share capital of China Healthwise).
Ranking of Conversion Shares:	The Conversion Shares will in all respects rank pari passu with
	the shares of China Healthwise in issue on the date of allotment
	and issue of such Conversion Shares and accordingly shall entitle
	the holders to participate in all dividends or other distributions
	declared, paid or made on or after the relevant conversion date
	other than any dividend or other distribution previously declared
	or recommended or resolved to be paid or made if the record date
	therefor shall be on or before the relevant conversion date.
Listing:	No application will be made for a listing of the Bond on the Hong
	Kong Stock Exchange or any other stock exchange.
Transferability:	The Bondholder may only assign or transfer the Bond to the
	transferee subject to the consent of China Healthwise.

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INFORMATION OF CHINA HEALTHWISE

China Healthwise and its subsidiaries are principally engaged in sale of toys, Chinese health products, money lending business and investment in financial instruments.

As stated in the annual report of China Healthwise as at 31 December 2019, China Healthwise had audited consolidated net assets of approximately HK$326,673,000. The net loss before and after taxation of China Healthwise for the 15 months ended 31 December 2019 were approximately HK$126,327,000 and HK$126,874,000 respectively. The net loss before and after taxation of China Healthwise for the year ended 31 March 2019 were approximately HK$106,379,000 and HK$104,412,000 respectively.

REASONS FOR AND BENEFITS OF THE AMENDMENTS TO THE TERMS AND CONDITIONS

The Group is principally engaged in (i) the trading of packaged foods, beverages and household consumable products; (ii) the trading of agri-products and the upstream farming business; (iii) the provision of cold chain logistics services and value-addedpost-harvest food processing; and (iv) other businesses primarily arising from the securities brokerage business and the tourist retailing business.

Since the rate of return of the Bonds is generally more favourable and higher than the interest rates of fixed deposits offered by well-recognised financial institutions in Hong Kong, the Directors are of the view that the extension of the maturity date of the Bond would continue to generate better interest income for the Group, and by extending the maturity date of the Bond, the Company can reduce additional costs, risks and workload on conducting market research, due diligence and negotiation with other third parties for similar investments in convertible securities. Further, the Group has been in discussion with China Healthwise for exploring the development and distribution of Chinese and other pharmaceutical products and health products in the PRC market currently sold under the brand name "Nam Pei Hong". However, due to the civil protests in Hong Kong last year and global coronavirus pandemic this year, negotiation process have been severely affected and disrupted and the parties have not been able to finalize any terms in the meantime. The Board is optimistic that the Bond to be extended would continue to strengthen the relationship between the Group and China Healthwise in their business development.

The Supplemental Agreement was determined by China Healthwise and the Subscriber on an arm's length basis with reference to, among other things, (i) the interest rate of 6% per annum under the Instrument; (ii) the length of the extension of the maturity of the Bond to 10 October 2022; and (iii) no premium, costs or any amounts will be given by either party to the other party to give effect to the Proposed Amendments.

As disclosed in the Annual Report of the Company dated 30 September 2019 (the latest financial statements of the Company), the fair value of the Bond, being an unlisted debt investments in the principal amount of HK$120,000,000 as at 30 June 2019 has been valued by a firm of independent professional qualified valuers derived from estimations of the equity component and debt component value by using Binomial Option Pricing Model in which the credit spread derived from comparable bonds with similar maturities and credit rating by build-up method, was approximately HK$109,774,000 as at 30 June 2019.

The Directors are of the view that the terms of the Supplemental Agreement and the transaction contemplated thereunder are fair and reasonable and in the interests of the Company and the shareholders of the Company as a whole.

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LISTING RULES IMPLICATIONS

Since the Proposed Amendments under the Supplemental Agreement constitute material variation of the terms of the Bond, the applicable percentage ratios of which is more than 25% but less than 100%, the transactions contemplated under the Supplemental Agreement constitute a major transaction of the Company under Chapter 14 of the Listing Rules and are subject to the reporting, announcement, circular and Shareholders' approval requirements pursuant to Chapter 14 of the Listing Rules.

An EGM will be convened to consider and, if thought fit, to approve the Supplemental Agreement and the transactions contemplated thereunder. To the best of the Directors' knowledge, information and belief, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for approving the Supplemental Agreement and the transactions contemplated thereunder.

The Company expects that a circular containing, inter alia, further details of the Supplemental Agreement and the transactions contemplated thereunder and a notice of the EGM will be despatched to the Shareholders as soon as practicable and not later than 15 September 2020.

DEFINITIONS

In this announcement, unless the context requires otherwise, the following expressions have the following meanings:

"Board"

"Bond"

the board of Directors

the convertible bond, in the aggregate principal amount of HK$120,000,000, which is unsecured and issued by China Healthwise to the Subscriber on 11 October 2018 of which HK$85,500,000 remaining outstanding and held by the Subscriber as at the date of this announcement

"Bondholder"

"Business day(s)"

"China Healthwise"

holder of the Bond

any day (excluding a Saturday, Sunday, public holiday and any day on which a tropical cyclone warning no.8 or above or a "black" rainstorm warning signal is hoisted or remains hoisted in Hong Kong at any time between 9:00 a.m. and 12:00 noon and is not lowered or discontinued at or before 12:00 noon) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours

China Healthwise Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed on the main board of the Stock Exchange (Stock Code: 00348)

"Company"	Heng Tai Consumables Group Limited, a company incorporated in
	the Cayman Islands with limited liability and the issued shares of
	which are listed on the main board of the Stock Exchange (Stock
	Code: 00197)

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"Conditions Precedent" "connected person" "Conversion Period"

"Conversion Rights"

"Conversion Shares"

"Directors"

"Effective Date"

"EGM"

"General Mandate"

"Group" "HK$" "Instrument"

"Interest Payment Date"

"Issue Date"

the conditions precedent under the Supplemental Agreement

has the meaning ascribed to it under the Listing Rules

any time up to 4:00 pm (Hong Kong time) immediately prior to and exclusive of the Maturity Date

the rights attached to the Bond to convert the principal amount (or any part(s) thereof) of the Bond into Conversion Shares at the Conversion Price during the Conversion Period, subject to the conditions of the Bond

the new shares to be allotted and issued by China Healthwise upon the exercise of the Conversion Rights

directors of the Company

10 October 2020 (provided only that all the Conditions Precedent have been satisfied on or before the Long Stop Date)

the extraordinary general meeting of the Company to be held for the purpose of approving the Supplemental Agreement and the transactions contemplated thereunder

the general mandate granted to the directors of China Healthwise at its annual general meeting held on 16 June 2020, to allot, issue and deal with additional ordinary shares of China Healthwise and to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into ordinary shares of China Healthwise) of up to 1,556,611,672 shares of China Healthwise at par value of HK$0.10 each

the Company and its subsidiaries

Hong Kong dollars, the lawful currency of Hong Kong

the instrument dated 11 October 2018 executed by China Healthwise by way of a deed poll constituting the Bond (and includes any instrument which is executed in accordance with its provisions and expressed to be supplemental thereto, i.e. the Supplemental Bond Instrument)

interest payable annually or with respect of last payment on the Maturity Date

11 October 2018

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"Listing Rules"

"Long Stop Date"

"Material Adverse Change"

"Material Adverse Effect"

"Maturity Date"

"Proposed Amendments"

"Shareholders" "Shares" "Specific Mandate"

the Rules Governing the Listing of Securities on the Stock Exchange

9 October 2020, where all of the Conditions Precedent have to be satisfied

1. any change in circumstances that has, or constitutes, or would result in a Material Adverse Effect; or
2. any change in any relevant laws in any of the jurisdictions or sectors in which China Healthwise and/or its subsidiaries do/does business that could reasonably be expected to materially and adversely affect China Healthwise and/or its subsidiaries taken as a whole

a material adverse effect on:

1. the business, operations, prospect, property or condition (financial or otherwise) of China Healthwise and/or its subsidiaries taken as a whole;
2. the share price of China Healthwise;
3. the ability of the China Healthwise to perform its obligations under the Transaction Documents; or
4. the validity or enforceability of the Transaction Documents or the rights or remedies of any holder of the Bond under the Transaction Documents

10 October 2020, being the original maturity date of the Bond, and is conditionally subject to extension to 10 October 2022 (or if that day is not a Business Day, the immediately following Business Day) under the Supplemental Agreement

the conditional amendments to the Bond as regards the extension of the Maturity Date for two years and to utilize the General Mandate in lieu of the Specific Mandate for the Conversion Shares

holders of the Shares

ordinary shares in the Company of HK$0.10 each

the specific mandate for the allotment and issuance of the Conversion Shares up to the original Maturity Date granted to the directors of China Healthwise by the shareholders of China Healthwise at the extraordinary general meeting of China Healthwise held on 15 November 2018

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"Stock Exchange"

"Subscriber"

"Subscription"

"Subscription Agreement"

"Supplemental Agreement"

"Supplemental Bond Instrument"

"Transaction Documents"

"%"

Hong Kong, 28 August 2020

The Stock Exchange of Hong Kong Limited

Heng Tai Finance Limited, a wholly-owned subsidiary of the Company

the subscription of the Bond pursuant to the Subscription Agreement

the subscription agreement dated 8 October 2018 entered into between the Subscriber and China Healthwise in relation to the subscription of the Bond

the supplemental agreement dated 28 August 2020 entered into by the Subscriber and China Healthwise in relation to the Proposed Amendments

the supplemental bond instrument of the Bond which is supplemental to the Instrument to be executed by China Healthwise as a deed poll in favour of the Bondholder(s)

means, collectively, (a) the Subscription Agreement, (b) the Instrument, (c) the Supplemental Agreement, (d) the Supplemental Bond Instrument, and (e) the relevant documents required to be executed or delivered pursuant to such documents, and is each designated hereby as a "Transaction Document"

per cent.

By order of the Board

Heng Tai Consumables Group Limited

Lam Kwok Hing

Chairman

As at the date of this announcement, the Board comprises four executive directors, namely Mr. Lam Kwok Hing (Chairman), Ms. Lee Choi Lin, Joecy, Ms. Gao Qin Jian and Mr. Chan Cheuk Yu, Stephen; and three independent non-executive directors, namely Ms. Mak Yun Chu, Mr. Poon Yiu Cheung, Newman and Mr. Hung Hing Man.

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