Health and Happiness (H&H) International Holdings Limited announced that on April 8, 2024, the Company entered into the Purchase Agreement with the Initial Purchasers in connection with the issue of USD 120,200,000 13.5% Senior Notes due 2026. Parties to the Purchase Agreement: the Company as the issuer of the New Notes; the Subsidiary Guarantors as guarantors of the New Notes; and Deutsche Bank AG, Singapore Branch and Goldman Sachs (Asia) L.L.C. (together, the "Initial Purchasers") as the Initial Purchasers of the New Notes. The following is a summary of certain provisions of the New Notes and the Indenture.

This summary is not complete and is qualified in its entirety by reference to provisions of the documents relating to the New Notes. Issuer: Health and Happiness (H&H) International Holdings Limited. Subsidiary Guarantors: Health and Happiness (H&H) Hong Kong Limited, Biostime Healthy (BVI) Limited, Biostime Healthy (Cayman) Limited, Biostime Healthy II (BVI) Limited, Biostime Healthy Hong Kong Limited, Swisse China Limited, Biostime Healthy Australia Pty Ltd, Biostime Healthy Australia Holdings Pty Ltd, Biostime Healthy Australia Investment Pty Ltd, Swisse Wellness Group Pty Ltd, SWG Holdco Pty Ltd, Swisse Wellness Pty Ltd, Health and Happiness (H&H) US International Incorporated, S W International Pty Ltd, Zesty Paws LLC, Health and Happiness (H&H) US Holdings Inc., Health and Happiness (H&H) UK Limited and Biostime International Investment Limited.

Notes Ratings: Ba3 by Moody's Investor Services. BB by Standard & Poor's Ratings Services. Offering Type: Only offered and sold to investors who are outside the United States in offshore transactions in reliance on Regulation S. Principal Amount: USD 120,200,000.

Denomination: Minimum denominations of USD 200,000 and integral multiples of USD 1,000 in excess thereof. Maturity Date: June 26, 2026. Interest: The New Notes will bear interest from and including December 26, 2023 at a rate of 13.5% per annum, payable semi-annually in arrear, beginning on June 26, 2024.

Ranking of the Notes: The Notes are: general secured obligations of the Company; secured by the Collateral; senior in right of payment to any existing and future obligations of the Company expressly subordinated in right of payment to the Notes; ranked pari passu with all existing and future secured indebtedness of the Company that is secured on a first- priority basis by assets that secure the Notes on a junior ranking basis (including the Indebtedness under the Senior Facilities and certain hedging obligations) and effectively subordinated to all existing and future secured indebtedness of the Company that is secured by assets of the Company that do not secure the Notes, to the extent of the value of the assets securing such indebtedness; guaranteed by the Subsidiary Guarantors on a senior basis, subject to the terms of the Intercreditor Agreement or any additional intercreditor agreement, and to certain limitations and risks; and effectively subordinated to all existing and future obligations of Restricted Subsidiaries that are not Subsidiary Guarantors. The Notes and the Subsidiary Guarantees are secured on a first- ranking basis by customary debentures/security agreements over all or substantially all assets of the Company and each initial Subsidiary Guarantor (in each case other than any assets located in the PRC or Capital Stock of subsidiaries in the PRC that do not secure the Notes) as well as pledges/charges over shares of each initial Subsidiary Guarantor, Health and Happiness (H&H) China Limited and Biostime (Guangzhou) Health Products Limited. The Collateral is subject to the terms of the Intercreditor Agreement and may be limited by applicable law or subject to certain defences that may limit its validity or enforceability.

The Collateral may be released in certain circumstances. Events of Default: Events of default with respect to the Notes include failure to pay principal, premium (if any), interest or additional amounts. Optional Redemption: On or after June 26, 2025, the Company may on any one or more occasions redeem all or any part of the Notes, at the redemption prices (expressed as percentages of principal amount) set below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable redemption date, if redeemed during the twelve-month period beginning on June 26 of the years indicated below (subject to the rights of holders of Notes on the relevant record rate to receive interest on the relevant interest payment date).

The Company may at its option redeem the Notes, in whole but not in part, at any time prior to June 26, 2025, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to (but not including) the applicable redemption date. At any time and from time to time prior to June 26, 2025, the Company may redeem up to 40% of the aggregate principal amount of the Notes with the net cash proceeds of one or more sales of common stock of the Company in one or more equity offerings at a redemption price of 113.5% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date; provided that at least 60% of the aggregate principal amount of the Notes originally issued on June 26, 2023 remains outstanding after each such redemption and any such redemption takes place within 60 days after the closing of the related equity offering. The gross proceeds of the offering of the New Notes plus the accrued interest will be approximately USD 132 million.

The Company intends to use the net proceeds of the New Notes, being the gross proceeds after deducting underwriting discounts, compensation payable to the Initial Purchasers in connection with the offering and other fees and expenses, to repay the existing offshore indebtedness of the Company.