Pine Care : EXEMPTED CONNECTED TRANSACTION IN RELATION TO THE SUBSCRIPTION OF CONVERTIBLE BONDS

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.

Pine Care Group Limited

松 齡 護 老 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1989)

EXEMPTED CONNECTED TRANSACTION IN

RELATION TO THE SUBSCRIPTION OF

CONVERTIBLE BONDS

On 10 May 2021 (after trading hours of the Stock Exchange), the Subscriber, a wholly- owned subsidiary of the Company, entered into the Subscription Agreement with the Issuer in respect of the Subscriber's conditional subscription of the Convertible Bonds in the principal amount of HK$9.5 million due two years from the date of issue at a Conversion Price of HK$0.608 per Conversion Share. Completion of the Subscription Agreement is subject to the conditions as set out in the paragraph headed ''Conditions Precedent'' below.

Upon full conversion of the Convertible Bonds at the initial Conversion Price of HK$0.608, a total of 15,625,000 Conversion Shares will be allotted and issued, representing approximately 5.58% of the issued share capital of the Issuer as at the date of this announcement and approximately 5.29% of the issued share capital of the Issuer as enlarged by the issue of the Conversion Shares, to the Subscriber.

As at the date of this announcement, the Issuer is an associate of Mr. Tang Shing Bor, who is a connected person of the Company. Accordingly, the Issuer is a connected person of the Company under the Listing Rules and the Subscription of the Convertible Bonds constitutes a connected transaction for the Company for the purpose of the Listing Rules.

As the relevant applicable percentage ratios for the Subscription of the Convertible Bonds are less than 25% and the total consideration is less that HK$10,000,000, the Subscription of the Convertible Bonds is subject to the reporting and announcement requirements but is exempt from the circular, independent financial advice and Shareholders' approval requirements under Rule 14A.76(2) of the Listing Rules.

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Completion of the Subscription is subject to fulfillment of the Conditions Precedent under the Subscription Agreement. Accordingly, the Subscription may or may not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

On 10 May 2021 (after trading hours of the Stock Exchange), the Subscriber, a wholly- owned subsidiary of the Company, entered into the Subscription Agreement with the Issuer. The principal terms of the Subscription Agreement and the Convertible Bonds are set out below.

SUBSCRIPTION AGREEMENT

1. Date and Parties

Date:	10 May 2021
Issuer:	ETS Group Limited
Subscriber:	Pine Care Titanium Limited, a wholly-owned subsidiary of the
	Company

2. Principal terms of the Convertible Bonds Principal amount: HK$9.5 million

Issue Price:	100% of the principal amount of the Convertible Bonds
Interest rate:	The Convertible Bonds shall bear no interest
Maturity date(s):	The day falling on the second anniversary of the issue of the
	Convertible Bonds, provided that if such date is not a Business Day,
	the Business Day immediately after such date (the ''Initial
	Maturity Date'').

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In the event that any of the Convertible Bonds remain unconverted and outstanding on the date falling one (1) month prior to the Initial Maturity Date, the Issuer may serve a written notice on the Bondholder(s) (the ''Extension Notice'') at least 14 days prior to the Initial Maturity Date to extend the maturity date of such Convertible Bonds which remain unconverted and outstanding at the Initial Maturity Date to the day falling on the third anniversary of the issue of the Convertible Bonds, provided that if such date is not a Business Day, the Business Day immediately after such date (the ''Extended Maturity Date'') (the ''Extension''), whereupon the Bondholder(s) shall have a right to refuse the Extension by serving

1. written notice (the ''Refusal Notice'') to the Issuer within 7 days from the receipt of the Extension Notice (the ''Refusal Period''). For the avoidance of doubt, consent to the Extension shall be deemed to have given by the Bondholder(s) to the Issuer unless the Refusal Notice was served by the Bondholder(s) to the Issuer within the Refusal Period.

Conversion right	A	Bondholder shall	have the	right at	any	time	during	the
and limitation:	Conversion Period to	convert the	whole	or part	(in	multiples	of
	HK$1,000,000) of the outstanding principal amount of Convertible
	Bonds registered in its name into Conversion Shares at the
	Conversion Price, provided that only a portion of the principal
	amount of the Convertible Bonds may be converted such that:
	(i)	the conversion of such portion of the principal amount of the
		Convertible Bonds will not trigger a mandatory offer obligation
		under Rule 26 of the Takeovers Code on the part of the
		Bondholder(s) which exercised the Conversion Rights and
		parties acting in concert with it;
	(ii)	the public float of the Issuer's shares shall not be less than 25%
		(or any given percentage as required by the GEM Listing Rules
		for the minimum percentage of Issuer's shares being held by
		the public as per Rule 11.23(7) of the GEM Listing Rules) of
		the issued shares of the Issuer at the time in compliance with
		the GEM Listing Rules; and

(iii) the conversion will not cause a change of control of the Issuer, (collectively, the ''Conversion Restrictions'').

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Mandatory	(i)	During the Conversion Period, in the event that the closing
conversion:		price per Issuer's share as quoted on the Stock Exchange
		represents a premium of 5% over the then applicable
		Conversion Price (the initial Conversion Price being HK$0.608
		per Conversion Share) for five (5) consecutive Trading Days
		(the ''Mandatory Conversion Triggering Event''), subject to
		the Conversion Restrictions, the Issuer has the absolute right
		(the ''Mandatory Conversion Right'') to require the
		Bondholder(s) to mandatorily convert all or such maximum
		portion of the principal amount of the Convertible Bonds
		remaining outstanding without triggering the Conversion
		Restriction(s) into Conversion Shares at the then applicable
		Conversion Price at any time during the Conversion Period. For
		the avoidance of doubt, the Mandatory Conversion Right is a
		continuing right and may be exercised by the Issuer more than
		once during the Conversion Period.
	(ii)	At Maturity, provided that there are any Convertible Bonds
		which remain outstanding on the Maturity Date (''Remaining
		Principal Amount at Maturity''), subject to the Conversion

Restriction(s), the Bondholder(s) is required to mandatorily convert all or such maximum portion of the Remaining Principal Amount at Maturity into Conversion Shares at the then applicable Conversion Price on the Maturity Date (''Mandatory Conversion Mechanism at Maturity'').

In the event that all of the Remaining Principal Amount at Maturity are converted into Conversion Shares at the then applicable Conversion Price on the Maturity Date immediately after the Mandatory Conversion Mechanism at Maturity, provided that the closing price per Issuer's share as quoted on the Stock Exchange on the Maturity Date is equal to or is higher than the then applicable Conversion Price on the Maturity Date, neither party shall have any obligations and liabilities towards each other thereunder save for any antecedent breaches of the terms thereof.

In the event that all of the Remaining Principal Amount at Maturity are converted into Conversion Shares at the then applicable Conversion Price on the Maturity Date immediately after the Mandatory Conversion Mechanism at Maturity, but the closing price per Issuer's share as quoted on the Stock Exchange on the Maturity Date is lower than the then applicable Conversion Price on the Maturity Date, the Issuer is obliged to pay to the Bondholder(s) an amount in cash equivalent to the difference between (I) 105% of the Remaining Principal Amount at Maturity and (II) the multiplication of such number of Conversion Shares issued by the Issuer by virtue of the Mandatory Conversion Mechanism at Maturity and the closing price of the Issuer's share as quoted on the Stock Exchange on the Maturity Date.

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	In the event that only a portion of the Remaining Principal Amount
	at Maturity are converted into Conversion Shares at the then
	applicable Conversion Price on the Maturity Date immediately after
	the Mandatory Conversion Mechanism at Maturity, such remaining
	portion of the Remaining Principal Amount at Maturity not
	converted immediately after the Mandatory Conversion Mechanism
	at Maturity (''Remaining Principal Amount after Mandatory
	Conversion'') shall be redeemed by the Issuer in accordance with
	the provisions under the paragraph headed ''Redemption of the
	outstanding Convertible Bonds on the Maturity Date'' below in this
	announcement.
Conversion price:	The initial Conversion Price for the Convertible Bonds shall be
	equal to HK$0.608 per Conversion Share, subject to adjustments.
Transferability:	The Bondholder may assign or transfer the Convertible Bonds in
	whole or in part to any other persons subject to the prior written
	notification to the Issuer having been made, and compliance with
	the GEM Listing Rules and applicable laws.
	Any such assignment or transfer of the Convertible Bonds to
	connected person(s) of the Issuer shall be subject to compliance
	with the applicable GEM Listing Rules.
Conversion Price	The initial Conversion Price shall from time to time be adjusted due
adjustments:	to occurrence of the following:
	(i) consolidation, sub-division or reclassification of Issuer's
	shares;
	(ii) the Issuer issuing Issuer's shares credited as fully paid by
	capitalisation of profits or reserves;
	(iii) the Issuer making a capital distribution in cash or specie to its
	shareholders; or
	(iv) the Issuer offering the shareholders new Issuer's shares for
	subscription by way of rights, or granting shareholders any
	options, warrants or other rights to subscribe for or purchase
	any Issuer's shares, at a price which is less than the current
	market price per Issuer's share on the last trading day
	preceding the date of announcement of the terms of the offer
	or grant.
Ranking of	The Conversion Shares issued upon conversion of the Convertible
Conversion	Bonds will in all respects rank pari passu with the Issuer's shares in
Shares:	issue on the date of allotment and issue of such Conversion Shares.

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