CARRIANNA GROUP HOLDINGS COMPANY LIMITED announced that it has entered into the conditional Subscription Agreements to issue 3% unsecured, unsubordinated and unconditional 2021 bonds with the respective Subscribers Subscriber A for HKD 30,000,000, Subscriber B for HKD 8,000,000 and Subscriber C for HKD 37,425,251.80 for the aggregate gross proceeds of HKD 75,425,251.80 on July 25, 2023. The transaction has been approved by the shareholders of the company. The Convertible Bonds would be converted into Conversion Shares in full at the initial Conversion Price of HK$0.6, 125,708,753 Conversion Shares will be issued, representing approximately 8.00% of the existing issued share capital as at the date of this announcement; and approximately 7.40% of the issued share to be enlarged by the allotment and issue of the Conversion Shares upon full conversion of the Convertible Bonds.

The transaction is subject to all necessary consents and approvals required to be obtained on the part of the Company in respect of the Subscription Agreements and the transactions contemplated thereunder having been obtained, all necessary consents and approvals required to be obtained on the part of each of the relevant Subscribers in respect of the Subscription Agreements and the transactions contemplated thereunder having been obtained. The Convertible Bonds bear interest from and including the date of issue of the Convertible Bonds to and including the Maturity Date of the Convertible Bonds at the rate of 6% per annum payable every six months from the date of issue of the Convertible Bonds. The Convertible Bonds are transferable, provided that the transfer is in compliance with the Listing Rules and no transfer shall be made to any person who is not an Independent Third Party without the prior written consent of the Company.

The Company will redeem all of the Convertible Bonds on the Maturity Date, unless previously redeemed, converted, purchased or cancelled at the Applicable Redemption Amount calculated from the date of issue of the Convertible Bonds to the Maturity Date. The Convertible Bonds would be converted into Conversion Shares in full at the initial Conversion Price of HKD 0.6, 125,708,753 Conversion Shares will be issued, representing (i) approximately 8.00% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 7.40% of the issued share capital of the Company as to be enlarged by the allotment and issue of the Conversion Shares upon full conversion of the Convertible Bonds. Post full conversion of the Convertible Bonds at the initial Conversion Price, Subscriber A for 50,000,000 shares for 2.94% stake, Subscriber B for 13,333,333 shares for 0.78% stake and Subscriber C for 62,375,419 shares for 3.68% stake.

No fractions of Shares will be issued and no cash adjustments will be made in respect of the remaining outstanding principal amount of the Convertible Bonds of HKD 0.2 and HKD 0.4 owed to Subscriber B and Subscriber C respectively, pursuant to the terms and conditions of Convertible Bonds.