Ziyuanyuan Holdings Group Limited announced that it has entered into the CB Placing Agreement with the Placing Agent, pursuant to which the Company agreed to issue and the Placing Agent agreed to procure, on a best endeavour basis, no less than six (6) Placess to subscribe for the Convertible Bonds in the aggregate principal amount of up to HKD 100,000,000 at the issue price of 100% of the principal amount of the Convertible Bonds on February 14, 2025. In consideration of the services of the Placing Agent in connection with the CB Placing, the Company shall pay the Placing Agent (and any agent and sub-distributor) a placing commission of 2% of the aggregate issue price of the Convertible Bonds successfully and actually placed by the Placing Agent under the CB Placing Agreement. The placing commission is arrived at after arm?s length negotiations between the Company and the Placing Agent with reference to the prevailing market rate.

The placing period for the Placing shall commence from the date of this Agreement and ending on the earlier of (i) the Long Stop Date; and (ii) the date on which the Placing Agent successfully procures Placees to subscribe for the Convertible Bonds in an aggregate principal amount of HK$100,000,000, in both cases, both dates inclusive, or such other period as agreed otherwise between the Company and the Placing Agent in writing. The interest rate is 6% an matures on The date falling on the 18th month of the issue date of the Convertible Bonds and if that is not a Business Day, the first Business Day thereafter. No application will be made by the Company for the listing of the Convertible Bonds on the Stock Exchange.

Application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares. The obligations of the Company under the Convertible Bonds are unsecured. Assuming full exercise of the conversion rights attaching to the Convertible Bonds at the initial Conversion Price of HKD 1.51 per Conversion Share, a maximum of 66,225,165 new Shares will be allotted and issued by the Company, representing (i) approximately 15.4% of the total number of issued Shares as at the date of this announcement; and (ii) approximately 13.3% of the total number of issued Shares as enlarged by the issue of 66,225,165 Conversion Shares.

The transaction has been approved by shareholders of company.