National Arts Entertainment and Culture Group Limited announced that it has entered into a subscription agreement with GEM Global Yield Fund LLC SCS, a fund managed by Global Emerging Markets for private placement of convertible bonds for gross proceeds of HKD 25,000,000 on April 17, 2021. The bonds will be issued at par. The bonds will convertible into 250,000,000 common shares of the company at a fixed conversion price of HKD 0.10 per share. Each bond will bear interest at the rate of 4% per annum. The bonds will mature after three years from the date of issue. The convertible bonds are transferrable. The outstanding principal amount of the convertible bonds, unless previously converted into shares in accordance with the terms of the convertible, shall be repaid subject to and in accordance with the terms of the convertible bonds on the maturity date at 100% of the outstanding principal amount of the convertible bonds and the interest accrued thereon. The convertible bonds may be early redeemed at 100% of the outstanding principal amount of the bond, in whole or in part and the interest accrued then remaining unpaid at any time and from time to time at the option of the company prior to the maturity date, provided that the shares are trading at or above HKD 0.15 on the stock exchange for thirty straight trading days. The company shall give to the bondholder not less than seven business days? prior notice of its intention to make such redemption, specifying the amount to be redeemed and the date of such redemption. The conversion shares will be allotted and issued pursuant to the General Mandate. The subscription and the issue of conversion shares under the general mandate are not subject to shareholders? approval. The transaction has been approved by the board of directors of the company. All necessary consents, approvals, authorizations, permissions, waivers, orders, exemptions or notifications of, among others, creditors and shareholders of the Issuer, other relevant third parties and/or governmental or regulatory authorities or bodies as may be necessary to be obtained on the part of the company for the transaction. The subscription and the issue of conversion Shares under the General Mandate are not subject to Shareholders? approval.