Kiu Hung International Holdings Limited announced that it has entered into the Placing Agreement with the Placing Agent on a best efforts basis to issue 4% convertible bonds in an aggregate principal amount of up to HKD 45,000,000 at the conversion price of HKD 0.15 per share on August 29, 2023. The transaction will include participation from 6 placees. The period commencing from the issue date of the convertible bonds up to the close of business on the day falling seven business days prior to the Maturity Date.

The date falling on the fifth anniversary of the date of issue of the convertible bonds, provided that if such day is not a business day, the business day immediately after such date. The conversion price of HKD 0.15 per conversion share a premium of approximately 32.74% to the closing price of HKD 0.113 per share as quoted on the Stock Exchange on the date of the placing agreement and a premium of approximately 31.58% to the average closing price of approximately HKD 0.114 per share for the last five consecutive trading days immediately prior to the date of the Placing Agreement. The convertible bonds are fully placed and subscribed, a maximum of 300,000,000 conversion shares will be issued, representing approximately 155.03% of the existing issued share capital of the Company as at the date of this announcement and 60.79% of the Company?s then issued share capital as enlarged by the allotment and issue of the conversion shares.

The transaction is subject to the terms and conditions of the convertible bonds, the bondholders shall be entitled to convert, in whole or in part, the Convertible Bonds into the Conversion Shares at any time during the Conversion Period. Any conversion shall be made in amounts of not less than a whole multiple of HKD 500,000 on each conversion unless the amount of the outstanding convertible bonds is less than HKD 500,000 in which case the whole of that amount shall be convertible. The company shall on the Maturity Date redeem the outstanding principal amount of the Convertible Bonds plus any accrued and unpaid interest.

The company may by no less than ten business days prior written notice to relevant holders of the convertible bonds to early redeem of all or part of the outstanding principal amount of the Convertible Bonds by paying outstanding principal amount of the Convertible Bonds plus any accrued and unpaid interest up to the date of early redemption, provided that such service of written notice to early redemption takes place no less than one month before the Maturity Date.