Wai Hung Group Holdings Limited announced that entered into the Subscription Agreement, pursuant to which the Subscriber (Daily Charm Inc.) has conditionally agreed to subscribe convertible bonds for the gross proceeds of HKG 52,000,000 on September 22, 2023. Assuming full conversion of the Convertible Bond at the Conversion Price, a maximum number of 2,600,000,000 Conversion Shares will be allotted and issued, representing approximately 515.2% of the issued share capital of the Company as at the date of this announcement and approximately 83.7% of the issued share capital of the Company as enlarged by the allotment and issue of the Conversion Shares. The bonds bear 0% interest rate and matures after 3 years and have a conversion price of HKD 0.02.

The Convertible Bond in the principal amount of HKD 52,000,000, the subscription amount of which shall be satisfied by the Subscriber in the following manner, as to HKD 2,000,000 as deposit and part payment of the subscription amount, shall be payable on the date of the Subscription Agreement, to HKD 4,000,000 as deposit and part payment of the subscription amount, shall be payable on the date of the submission of the Resumption Proposal, and in any event, shall not be later than 10 November 2023; and the remaining balance of HKD 46,000,000 shall be payable on the date of Completion. The transaction has been approved by the shareholders of the company and is subject to general shareholders. Completion shall take place on the third Business Day at the principal place of business of the Company in Hong Kong.

The period commencing from the date on which the Convertible Bond is issued to the Bondholder up to and including the Maturity Date. The bonds is restricted to a hold period. The Subscriber unconditionally and irrevocably undertakes to the Company that it will directly settle the Professional Fees.

In the event that the Subscriber has settled any such Professional Fees prior to the date of Completion, the Remaining Balance shall be adjusted downward such that the amount of the Remaining Balance as adjusted shall equal to the difference between HKD 46,000,000 and the actual amount of the Professional Fees settled by the Subscriber.