Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited
take no responsibility for the contents of this announcement, make no representation as toits accuracy or completeness and expressly disclaim any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the contents of thisannouncement.
This announcement is for information purposes only and does not constitute an invitation
or a solicitation of an offer to acquire, purchase or subscribe for securities or an invitation
to enter into an agreement to do any such things, nor is it calculated to invite any offer toacquire, purchase or subscribe for any securities.
This announcement is solely for the purpose of reference and does not constitute an offer
to sell or the solicitation of an offer to buy any securities in the United States or any otherjurisdiction in which such offer, solicitation or sale would be unlawful prior to registrationor qualification under the securities laws of any such jurisdiction. The New Notes (as defined
below) will not be registered under the United States Securities Act of 1933, as amended(the “Securities Act”), and may not be offered or sold in the United States except pursuant
to an exemption from, or in a transaction not subject to, the registration requirements of the
Securities Act. Accordingly, the New Notes (as defined below) are being offered and soldonly outside the United States in compliance with Regulation S under the Securities Act. The
Company (as defined below) does not intend to make any public offering of securities in the
United States.

Health and Happiness (H&H) International Holdings Limited
健合(H&H)國際控股有限公司(Incorporated in the Cayman Islands with limited liability)(Stock Code: 1112)(the “Company”)(1) EXCHANGE AND TENDER OFFERS AND CONSENT SOLICITATION
IN CONNECTION WITH THE OUTSTANDING
5.625% SENIOR NOTES DUE 2024
(ISIN: XS2067255328/Common Code: 206725532)(THE “2024 NOTES”)
AND(2) CONCURRENT PROPOSED ISSUANCE OF U.S. DOLLAR
DENOMINATED SENIOR NOTES (THE “NEW NOTES”)–1–

EXCHANGE AND TENDER OFFERS AND CONSENT SOLICITATION
Summary of the outstanding 2024 Notes
The 2024 Notes were issued on October 24, 2019 and are listed on The Stock Exchange ofHong Kong Limited. The ISIN for the 2024 Notes is XS2067255328, and the Common Codefor the 2024 Notes is 206725532. The outstanding principal amount of the 2024 Notes is
US$269,656,000 as of the date of this announcement.
Summary of the Offers
On June 2, 2023, the Company commenced (i)(a) offers to exchange any and all of the 2024
Notes and (b) solicitation (the “Consent Solicitation”) of consents (the “Consents”) from
Eligible Holders to a proposed amendment (the “Proposed Amendment”) to the Indenture
dated as of October 24, 2019 governing the 2024 Notes (the “2024 Notes Indenture”) andto the execution by the Company, certain subsidiaries of the Company that will guarantee
the New Notes (as defined below) (the “Subsidiary Guarantors”) and The Hongkong andShanghai Banking Corporation Limited, in their capacity as the trustee of the 2024 Notes(the “2024 Notes Trustee”) and the security agent (the “Security Agent”) of an amendment
to the 2024 Notes Indenture giving effect to the Proposed Amendment (the “Supplemental
Indenture”) ((a) and (b) collectively, the “Exchange Offer”) and (ii)(a) offers to purchasefor cash up to an aggregate principal amount up to a cap on the aggregate principal amountof the 2024 Notes (the “Maximum Tender Acceptance Amount”) of its 2024 Notes and (b)solicitation of from Eligible Holders to the Proposed Amendment and to the execution by theCompany, the Subsidiary Guarantors, the 2024 Notes Trustee and the Security Agent of the
Supplemental Indenture ((a) and (b) collectively, the “Tender Offer” and, together with the
Exchange Offer, the “Offers” and each an “Offer”).
The Maximum Tender Acceptance Amount is expected to be determined and announced by theCompany as soon as reasonably practicable after the Expiration Deadline (as defined below),or such other date in the Company’s sole discretion, and such amount may be changed by theCompany in its sole discretion, although the Company reserves the right, in its sole discretion,to accept significantly more than or significantly less than such amount, or to accept none ofsuch 2024 Notes, for purchase pursuant to the Offers. The expiration deadline of the Offers
is 4:00 p.m. (London Time) on June 9, 2023, unless extended, re-opened, amended and/or
terminated by the Company (“Expiration Deadline”).
The New Notes to be issued are expected to have a tenor of three years and the minimum
coupon of the New Notes is expected to be determined and announced by the Company on or
about June 6, 2023, or such other date in the Company’s sole discretion, which will be subject
to the final determination at the Company’s sole discretion.

–2–

The exchange and consent consideration for each US$1,000 principal amount of theoutstanding 2024 Notes that is validly tendered prior to the Expiration Deadline andaccepted for exchange (the “Exchange and Consent Consideration”) consists of US$60
in cash, including exchange fee of US$59 and consent fee of US$1 (the “Consent Fee”),
and US$1,000 in aggregate principal amount of the New Notes. The tender and consent
consideration for each US$1,000 principal amount of the outstanding 2024 Notes that is
validly tendered prior to the Expiration Deadline and accepted for purchase (the “Tender andConsent Consideration”) consists of US$930 in cash, including purchase price of US$929
and Consent Fee of US$1. In each case, the Company will also pay an amount equal to theaccrued and unpaid interest, from and including the last interest payment date up to, but
excluding, the Settlement Date (as defined below) on the principal amount of all 2024 Notes
accepted for purchase or exchange pursuant to the Offer (“Accrued Interest Payment”).
The Company is concurrently soliciting Consents from all holders of the 2024 Notes who do
not wish to or are not permitted to participate in the Offers to the Proposed Amendment to the2024 Notes Indenture and to the execution by the Company, the Subsidiary Guarantors, the2024 Notes Trustee and the Security Agent of the Supplemental Indenture (the “Concurrent
Consent Solicitation”). The Concurrent Consent Solicitation is not part of the Offers and isconducted pursuant to a separate consent solicitation statement. Holders of 2024 Notes who
participate in the Offers will not be eligible to also separately participate in the Concurrent
Consent Solicitation with respect to the same 2024 Notes tendered in the Offers or vice versa.
The Offers are subject to certain conditions as described in the exchange and tender offerand consent solicitation memorandum dated June 2, 2023 (the “Memorandum”), including,among others, the aggregate principal amount of the New Notes to be issued in the Exchange
Offer and the Proposed New Offering (as defined below) being at least US$200,000,000(the “Total Issuance Condition”) and the receipt of the valid consents in respect of not lessthan a majority in aggregate principal amount of the outstanding 2024 Notes (the “Consent
Condition”). Notwithstanding anything to the contrary contained in the Memorandum or in
any other document related to the Memorandum, the Company expressly reserves the right, at
the Company’s sole discretion and regardless of whether any of the conditions to the Offers
have been satisfied, subject to applicable law, at any time to (i) terminate the Offers, in whole
or in part, (ii) waive any of the conditions, in whole or in part, (iii) extend the expiration
deadline or the settlement date of the Offers, (iv) amend the terms of the Offers or (v) modify
the form or amount of the consideration to be paid pursuant to the Memorandum.
The New Notes will only be offered in transactions exempt from the registration requirementsof the U.S. Securities Act. The Offers are not an offer to sell or a solicitation of an offer tobuy the New Notes. The Memorandum relates exclusively to the Offers and is not, and should
not be construed to be, an offering of any securities.
In connection with the Offers, the Company has retained Deutsche Bank AG, Hong Kong
Branch, Goldman Sachs (Asia) L.L.C. and The Hongkong and Shanghai Banking Corporation
Limited to act as dealer managers, and Kroll Issuer Services Limited to act as information,exchange and tender agent (the “Information, Exchange and Tender Agent”).

–3–Summary Timetable of the Offers
The following summarises the anticipated timetable for the Offers events.
EventsTimes and Dates

Commencement of the Offers
The Offers are announced, the Memorandum isavailable on the Offer Website and from theInformation, Exchange and Tender Agent, and noticeof the Offers is delivered to the Clearing Systems (asdefined below) for further communication to Direct
Participants (as defined below)

June 2, 2023

Announcement of Minimum Coupon
The Minimum Coupon of the New Notes
is announced

On or about June 6, 2023

Expiration Deadline
Final deadline for receipt of valid Instructions (asdefined below) by the Information, Exchange andTender Agent

4:00 p.m. (London Time)on June 9, 2023

Announcement of Indicative Results
Announcement of the Instructions received for the
Exchange Offer and the Tender Offer

As soon as reasonably practicable
after the Expiration Deadline

Pricing of the Concurrent New Money Issuance
Pricing of the Concurrent New Money Issuance andannouncement of the pricing details of the New
Notes

As soon as reasonably practicable
after the Expiration Deadline, expected
to be on or about June 12, 2023

–4–

Events

Times and Dates

Announcement of Results
Announcement of (a) the Maximum Tender
Acceptance Amount, which may be subject toincrease or decrease by the Company in its soleand absolute discretion, (b) whether the Total
Issuance Condition has been satisfied, (c) whether
the Consent Condition has been satisfied, (d)whether the Company will accept valid tendersof 2024 Notes pursuant to the Offers and, if so
accepted: (i) the aggregate principal amount of the2024 Notes accepted for exchange, the aggregate
principal amount of the New Notes to be issued by
the Company, the total amount of Exchange Fee,
the Accrued Interest on the 2024 Notes acceptedfor exchange (expressed per US$1,000 in principal
amount of the 2024 Notes accepted for exchange by
the Company) and the total amount of Consent Feeon the 2024 Notes accepted for exchange, and (ii)the aggregate principal amount of the 2024 Notes
accepted for purchase and any proration factor (ifapplicable), the total amount of Purchase Price, and
the Accrued Interest on the 2024 Notes acceptedfor purchase (expressed per US$1,000 in principal
amount of the 2024 Notes accepted for purchase by
the Company) and the total amount of Consent Feeon the 2024 Notes accepted for purchase
Settlement Date of the Offers
Subject to satisfaction of the conditions as set forthin the Memorandum, settlement of the New Notes,
delivery of the Tender and Consent Considerationand the Exchange and Consent Consideration to
Eligible Holders whose 2024 Notes have beenvalidly tendered and accepted for purchase or
exchange
Listing of the New Notes
The New Notes are listed on the HKSE

As soon as reasonably practicable
after pricing of the Concurrent
New Money Issuance

On or about June 26, 2023

On or about June 27, 2023

The above times and dates are subject to the right of the Company to extend, re-open, amend
and/or terminate the Offers (subject to applicable law and as provided in the Memorandum).
Eligible Holders are advised to check with any bank, securities broker or other intermediarythrough which they hold 2024 Notes when such intermediary would need to receive
instructions from an Eligible Holder in order for that Eligible Holder to be able to participate
in the Offers by the deadline set out above. The deadline set by any such intermediary and–5–Euroclear Bank SA/NV (“Euroclear”) or Clearstream Banking S.A. (“Clearstream” and,
together with Euroclear, the “Clearing Systems” and each a “Clearing System”) for thesubmission of Instructions (as defined below) may be earlier than the deadline describedabove.
Unless stated otherwise, announcements in connection with the Offers will be made throughthe website of the SEHK, the website operated by the Information, Exchange and Tender
Agent for the purpose of the Offer (the “Offer Website”), the issue of a press release to arecognised financial news service or services as selected by the Company and/or the delivery
of notices to the Clearing Systems for communication to persons who are shown in the recordsof Euroclear or Clearstream as a holder of the 2024 Notes (“Direct Participants”). Copiesof the announcements, press releases and notices can also be obtained from the Information,
Exchange and Tender Agent, the contact details for which are below. Significant delays may
be experienced where notices are delivered to the Clearing Systems, and Eligible Holders are
urged to contact the Information, Exchange and Tender Agent for the relevant announcements
during the course of the Offers.
Procedures for participating in the Offers
The Company will only accept for purchase or exchange 2024 Notes tendered pursuant to
the Offers by way of the submission of valid electronic tender and blocking instruction in
the form specified in the Clearing System Notice for submission by Direct Participants to the
Information, Exchange and Tender Agent via the relevant Clearing System (“Instructions”)
in accordance with the procedures set out in the Memorandum.
To tender 2024 Notes for purchase or exchange pursuant to the Offers, an Eligible Holder
should deliver, or arrange to have delivered on its behalf, via the relevant Clearing System
and in accordance with the requirements of such Clearing System, a valid Instruction that isreceived by the Information, Exchange and Tender Agent by the Expiration Deadline.
Instructions must be submitted only in minimum denominations of US$200,000 and integral
multiples of US$1,000 in excess thereof. Due to potential proration, any Eligible Holderthat gives instructions on behalf of a beneficial owner must give separate instructions withrespect to each of its beneficial owners, and any Eligible Holder who intends to makedifferent elections with respect to portions of its holding of 2024 Notes must deliver separate
instructions with respect to each such portion. To the extent that any Eligible Holder elects totender only a portion of its 2024 Notes for purchase or exchange, any retained portion must be
in a minimum principal amount of US$200,000.
Conditions to consummation of the Offers
The consummation of the Offers is subject to the satisfaction or waiver of certain conditions,
including, among others, the Total Issuance Condition, the Consent Condition and theexecution of the Supplemental Indenture. There can be no assurance that such conditions will
be satisfied or will be waived, or that the Offers will be consummated or that any failure to
consummate the Offers will not have a negative effect on the market price and liquidity of the2024 Notes.

–6–Further Details
The terms and conditions of the Offers are more fully described in the Memorandum.
For additional information regarding the Offers, Eligible Holders should refer to theMemorandum.
Contact information for Kroll Issuer Services Limited, the Information, Exchange and Tender
Agent are as follows: telephone: +44 20 7704 0880/+852 2281 0114 and email: hh@is.kroll.com.
The Offer Website is at: https://deals.is.kroll.com/hh.
CONCURRENT NEW MONEY ISSUANCEThe Company proposes to conduct a concurrent offering of senior notes denominated in
U.S. dollars to professional investors only. The New Notes will be guaranteed by certain
subsidiaries of the Company. The Company intends to use the net proceeds of the New Notes
to repay the 2024 Notes together with the accrued interests, including through the Tender
Offer, and, if and only if the issue size of the New Notes is larger than the outstanding 2024
Notes, the remaining net proceeds to partially repay the outstanding indebtedness under theCompany’s existing senior facilities. The New Notes are being offered and sold only outside
the United States in compliance with Regulation S under the Securities Act (the “Concurrent
New Money Issuance”).
Deutsche Bank AG, Hong Kong Branch, Goldman Sachs (Asia) L.L.C. and The Hongkong andShanghai Banking Corporation Limited have been appointed as the joint global coordinators,
joint lead managers and joint bookrunners (the “Joint Global Coordinators”), Mashreqbank
psc as the joint lead manager and joint bookrunner, and China CITIC Bank International
Limited, Industrial Bank Co., Ltd. Hong Kong Branch, Coöperatieve Rabobank U.A.,
Hong Kong Branch and Standard Chartered Bank as the co-managers (the “Co-Managers”,
together with the Joint Global Coordinators and Mashreqbank psc, the “Initial Purchasers”)
in respect of the Concurrent New Money Issuance. The additional New Notes to be issued
in the Concurrent New Money Issuance are expected to have an issue price equal to 97% of
the principal amount of such additional New Notes. The minimum coupon of the New Notes
is expected to be determined and announced by the Company on or about June 6, 2023, orsuch other date in the Company’s sole discretion. The final interest rate of the New Notes is
expected to be set at the pricing of the Concurrent New Money Issuance, determined througha book building exercise to be coordinated by the Initial Purchasers. Upon finalisation of theterms of the New Notes, the Company, the Subsidiary Guarantors and the Initial Purchasers
are expected to enter into a purchase agreement (the “Purchase Agreement”) and otherancillary documents in relation to the additional New Notes.
Application will be made to The Stock Exchange of Hong Kong Limited (“HKSE”) for thelisting of, and permission to deal in, the New Notes by way of debt issue to professional
investors only. Listing of the New Notes on the HKSE is not to be taken as an indication of
the commercial merits or credit quality of the New Notes or the Company or the Subsidiary
Guarantors or quality of disclosure in this announcement. Hong Kong Exchanges andClearing Limited and the HKSE take no responsibility for any of the statements made,opinions expressed or reports contained herein, make no representation as to its accuracy orcompleteness and expressly disclaim any liability whatsoever for any loss howsoever arisingfrom or in reliance upon the whole or any part of the contents of this announcement.
–7–

As no binding agreement in relation to the Concurrent New Money Issuance has been enteredinto as at the date of this announcement, the Concurrent New Money Issuance may or may
not materialise. The completion of the Concurrent New Money Issuance is subject to various
factors, including but not limited to, market conditions, corporate needs of the Company andinvestor interest. Investors and shareholders of the Company are urged to exercise caution
when dealing in the shares and other securities of the Company.
GENERAL
The distribution of the Memorandum is restricted by law in certain jurisdictions. Persons whocome into possession of the Memorandum are required to inform themselves of and to observe
any of these restrictions. The Memorandum does not constitute, and may not be used inconnection with, an offer to buy 2024 Notes or New Notes or a solicitation to sell 2024 Notes
by anyone in any jurisdiction in which such an offer or solicitation is not authorised or inwhich the person making such an offer or solicitation is not qualified to do so or to any person
to whom it is unlawful to make an offer or a solicitation. The Company will not accept any
responsibility for any violation by any person of the restrictions applicable in any jurisdiction.
No assurance can be given that the Offers and/or the Concurrent New Money Issuance will
be completed and the Company reserves the right, in its sole and absolute discretion, toextend, withdraw or terminate the Offers and/or the Concurrent New Money Issuance andamend, modify or waive any of the terms and conditions of the Offers and/or the Concurrent
New Money Issuance, in each case in whole or in part, at any time. As the Offers and/or theConcurrent New Money Issuance may or may not proceed, shareholders, noteholders, Holdersof the 2024 Notes and potential investors in any securities of the Company or the 2024 Notes
should exercise caution when dealing in the securities of the Company.
By Order of the Board
Health and Happiness (H&H) International Holdings Limited
Mr. Luo Fei
ChairmanHong Kong, June 2, 2023
As at the date of this announcement, the executive Directors of the Company are Mr. Luo Fei
and Mr. Wang Yidong; the non-executive Directors of the Company are Mrs. Laetitia Marie
Edmee Jehanne Albertini*, Dr. Zhang Wenhui and Mr. Luo Yun; and the independent nonexecutive Directors of the Company are Mr. Tan Wee Seng, Mrs. Lok Lau Yin Ching andProfessor Ding Yuan.
* commonly known as Laetitia Albertini–8–