Grown Up Group Investment Holdings Limited announced that it entered to subscription agreement with Stuart Ian Grimshaw for issuing convertible bonds at the Conversion Price of HKD 1.68 per shares for gross proceeds of HKD 15,000,000 on May 12, 2022. The company will issue a total of 8,928,571 Conversion Shares will be issued, representing approximately 0.89% of the existing issued share capital of the Company and approximately 0.88% of the issued share capital of the Company as enlarged by the issue of the Conversion Shares. The Subscription and the issue of the Conversion Shares under the General Mandate are not subject to Shareholders' approval.

All necessary consents and approvals required to be obtained on the part of the Company and the Subscriber in respect of the Subscription Agreement and the transactions contemplated there in having been obtained. The principal amount of the bonds following the changes shall not be less than HKD 10,000,000 and shall not be more than HKD 20,000,000. The investor will pay HKD 1,000,000 in cash to the Company at completion of the Subscription as a non-refundable fee for making such change.

The maturity date of the bonds will be second anniversary of the date of issue of the Convertible Bonds. The Convertible Bonds shall bear interest from and including the date of its issue at 2.5% per annum on the outstanding principal amount thereof. Interest shall be accrued daily on a 365-day basis and is payable in arrears due on the Maturity Date.

The transferability of shares is restricted. The transaction is expected to close on September 30, 2022.