Health and Happiness (H&H) International Holdings Limited - Tender Offer - Expiration

EXPIRATION OF THE OFFER

25 MAY 2023

Full announcement including disclaimers and offer restrictions available via HKEX (Source: Health and Happiness)

"In accordance with the terms and conditions set forth in the Offer to Purchase, the Offer is due to expire at 4:00 p.m., London Time on May 25, 2023. As the New Issue Condition will not be satisfied by the Extended Expiration Deadline, the Company has decided not to proceed with the Offer at this time. Accordingly, none of the 2024 Notes that have been tendered in the Offer will be accepted for purchase and no consideration will be paid or become payable to Eligible Holders. All 2024 Notes previously tendered and not withdrawn will be promptly returned or credited back to their respective holders. The Company is actively exploring alternative transaction structures, which may include a new exchange offer and/or tender offer, and intends to announce such transaction imminently. No assurance can be given that any new transaction will be announced or completed. Shareholders, Holders of the 2024 Notes and potential investors in any securities of the Company should exercise caution when dealing in the securities of the Company."

...

---

EXTENSION OF THE EXPIRATION DEADLINE

17 MAY 2023

Full announcement including disclaimers and offer restrictions available via HKEX (Source: Health and Happiness)

...

"Extended Expiration Deadline The Company hereby announces that with immediate effect, the Expiration Deadline is extended from 4:00 p.m., London Time on May 17, 2023 to 4:00 p.m., London Time on May 25, 2023 (subject to the right of the Company to extend, re-open, amend, waive any condition of or terminate the Offer) (the “Extended Expiration Deadline”). Correspondingly, subject to satisfaction or waiver of certain conditions as set forth in the Offer to Purchase, settlement of the Offer is expected to occur on or about May 31, 2023.

Eligible Holders who have already validly tendered their 2024 Notes do not need to take any action. Such Tender Instructions in connection with the Offer shall remain valid and irrevocable.

Eligible Holders who have not tendered their 2024 Notes may tender their 2024 Notes at or prior to the Extended Expiration Deadline in accordance with the terms and conditions set forth in the Offer to Purchase. In order to participate in, and be eligible to receive the Purchase Price and Accrued Interest pursuant to the Offer, Eligible Holders must validly tender their 2024 Notes for purchase by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Information and Tender Agent on or before the Extended Expiration Deadline in accordance with the terms, and subject to the conditions, of the Offer to Purchase. Any Eligible Holder that gives instructions on behalf of a beneficial owner must give separate instructions with respect to each of its beneficial owners due to potential proration. Tender Instructions will be irrevocable once delivered in accordance with the terms of the Offer.

If the Company decides to accept 2024 Notes validly tendered for purchase pursuant to the Offer, the maximum acceptance amount of the 2024 Notes accepted for purchase by the Company (the “Maximum Acceptance Amount”) is expected to be determined and announced by the Company as soon as reasonably practicable after the Extended Expiration Deadline, or such other date in the Company’s sole discretion, and such amount may be changed by the Company in its sole discretion, although the Company reserves the right, in its sole discretion, to accept significantly more than or significantly less than such amount, or to accept none of such 2024 Notes, for purchase pursuant to the Offer. The Maximum Acceptance Amount (if any) will be announced after the Extended Expiration Deadline through publication on the website of the Hong Kong Stock Exchange, on the Offer Website and be made by the delivery of notices to the Clearing Systems for communication to Direct Participants.

The consummation of the Offer is subject to the satisfaction or waiver of certain conditions, including, among others, the New Issue Condition. There can be no assurance that such conditions will be satisfied or will be waived, or that the Offer will be consummated or that any failure to consummate the Offer will not have a negative effect on the market price and liquidity of the 2024 Notes.

Subject to the consummation of the Offer, the Company will pay, with respect to 2024 Notes validly tendered by the Extended Expiration Deadline and accepted by the Company for purchase pursuant to the Offer, the Purchase Price and Accrued Interest as set forth in the Offer to Purchase."

---

(1) PROPOSED ISSUANCE OF U.S. DOLLAR DENOMINATED

SENIOR NOTES

AND

(2) CONCURRENT TENDER OFFER FOR OUTSTANDING

5.625% SENIOR NOTES DUE 2024

(ISIN: XS2067255328/Common Code:206725532)

(THE “2024 NOTES”)

08 MAY 2023

Full announcement including disclaimers and offer restrictions available via HKEX (Source: Health and Happiness)

"PROPOSED NOTES ISSUANCE

The Company proposes to conduct an offering of senior notes denominated in U.S. dollars (the “New Notes”) to professional investors only. The New Notes will be guaranteed by certain subsidiaries of the Company (the “Subsidiary Guarantors”). The Company intends to use the net proceeds of the New Notes primarily to repay the 2024 Notes together with the accrued interests, including through the Offer (as defined below), and the remaining net proceeds to

partially repay the outstanding indebtedness under the Company’s existing senior facilities. The New Notes are being offered and sold only outside the United States in compliance with Regulation S under the Securities Act (the “Proposed Notes Offering”)."

...

Summary of the Offer

On May 8, 2023, the Company commenced an offer to purchase for cash (the “Offer”) an aggregate principal amount up to the Maximum Acceptance Amount (as defined below) of the 2024 Notes from holders of the 2024 Notes who are non-U.S. persons located outside the United States (“Eligible Holders”) in accordance with the terms and conditions as

set out in an offer to purchase dated May 8, 2023 in relation to the Offer (the “Offer to Purchase”). The maximum acceptance amount (the “Maximum Acceptance Amount”) is expected to be determined and announced by the Company as soon as reasonably practicable after the Expiration Deadline (as defined below), or such other date in the Company’s sole discretion, and such amount may be changed by the Company in its sole discretion, although the Company reserves the right, in its sole discretion, to accept significantly more than or significantly less than such amount, or to accept none of such 2024 Notes, for purchase pursuant to the Offer. The expiration deadline of the Offer is 4:00 p.m. (London Time) on May 17, 2023, unless extended, re-opened, amended and/or terminated by the Company

(“Expiration Deadline”).

The purchase price payable to the Eligible Holders whose 2024 Notes are accepted for purchase will be equal to US$1,014.0625 for each US$1,000 in principal amount of the 2024 Notes (the “Purchase Price”). The Company will also pay an amount equal to the accrued and unpaid interest, from and including the last interest payment date up to, but excluding, the Settlement Date (as defined below) on the principal amount of all 2024 Notes accepted for purchase pursuant to the Offer (“Accrued Interest”).

The Offer is subject to certain conditions as described in the Offer to Purchase, including, among others, that the Proposed Notes Offering shall have been successfully consummated (the “New Issue Condition”). Notwithstanding anything to the contrary contained in the Offer to Purchase or in any other document related to the Offer to Purchase, the Company expressly reserves the right, at the Company’s sole discretion and regardless of whether any of the conditions to the Offer have been satisfied, subject to applicable law, at any time to (i) terminate the Offer, in whole or in part, (ii) waive any of the conditions, in whole or in part, (iii) extend the expiration deadline or the settlement date of the Offer, (iv) amend the terms of the Offer or (v) modify the form or amount of the consideration to be paid pursuant to the Offer to Purchase.

Priority Acceptance and Preferential Allocation

An Eligible Holder that wishes to tender their 2024 Notes for purchase pursuant to the Offer in addition to subscribing for New Notes may receive priority of acceptance (“Priority of Acceptance”), at the Company’s sole and absolute discretion, in the Offer by specifying in its Tender Instructions (as defined below) a unique reference number obtained from the Dealer Managers (the “Investor Code”), subject to the successful completion (in the sole determination of the Company) of the Proposed Notes Offering and the completion of the Offer. An Eligible Holder can obtain such an Investor Code by contacting the Dealer Managers, the contact details for which are on the last page of the Offer to Purchase. The receipt of an Investor Code in conjunction with the issue of the New Notes does not constitute

acceptance of a tender of 2024 Notes for purchase pursuant to the Offer by the Company.

The New Notes may price before the Expiration Deadline and such pricing may be completed without any further announcement to the Eligible Holders. An Eligible Holder who wishes to subscribe for the New Notes should notify the Dealer Managers as soon as possible in order to receive further details regarding how to subscribe for New Notes. Any Eligible Holder that wishes to receive a Priority of Acceptance must specify in its Tender Instruction among other things the Investor Code. An Eligible Holder that wishes to tender 2024 Notes for purchase pursuant to the Offer but do not wish to subscribe for New Notes can submit a Tender Instruction to this effect and without an Investor Code.

In addition, an Eligible Holder that wishes to subscribe for New Notes in addition to tendering 2024 Notes for purchase pursuant to the Offer may receive preference in the allocation of such New Notes, subject to the completion of the Offer and the satisfaction or waiver of the New Issue Condition and as set out in the Offer to Purchase. When considering allocations of New Notes, the Company, among other factors, intends to look favorably upon those Eligible Holders who have, prior to the allocation of the New Notes, indicated their firm intention to the Company or the Dealer Managers to tender 2024 Notes. Accordingly, if an Eligible Holder submits a bid for New Notes to one of the Dealer Managers (in its capacity as a joint global coordinator in the Proposed Notes Offering) in accordance with the standard new issue procedures of such Dealer Manager, the Company may, in its sole and absolute discretion, accord such Eligible Holder’s bid priority in the allocation of the New Notes (“Preferential Allocation”). However, neither the Company nor the Dealer Managers are obligated to allocate New Notes or any particular quantity of New Notes to an Eligible Holder that has validly tendered or indicated its firm intention to tender 2024 Notes in the Offer. As the New Notes are expected to price before the expiration of the Offer, Eligible Holders who wish to obtain a Preferential Allocation should indicate their firm intention to the Company or the Dealer Managers as soon as possible and submit a bid for the New Notes, which should be in the form of a separate application to the Joint Global Coordinators in the Proposed Notes Offering in accordance with the standard new issue procedures of such Joint Global Coordinators.

The New Notes will only be offered in transactions exempt from the registration requirements of the U.S. Securities Act. The Offer is not an offer to sell or a solicitation of an offer to buy the New Notes. The Offer to Purchase relates exclusively to the Offer and is not, and should not be construed to be, an offering of any securities.

..."