China Parenting Network : COMPLETION OF ISSUE OF CONVERTIBLE NOTES UNDER GENERAL MANDATE

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 to its 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 this announcement.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

China Parenting Network Holdings Limited ʕ਷ԃՅၣഖછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1736)

COMPLETION OF ISSUE OF CONVERTIBLE NOTES

UNDER GENERAL MANDATE

References are made to the announcements of China Parenting Network Holdings Limited (the ''Company'') dated 9 February 2021 and 15 February 2021 in relation to the issue of convertible notes under general mandate (the ''Announcements''). Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the Announcements.

COMPLETION OF ISSUE OF CONVERTIBLE NOTES

The Board is pleased to announce that all conditions as set out in the Subscription Agreements have been fulfilled and completion of the issue of the Convertible Notes in the aggregate principal amount of HK$35,000,000 took place on 29 March 2021. The approval for the listing of, and permission to deal in the Conversion Shares has been granted by the Stock Exchange.

The net proceeds of the issue of the Convertible Notes, after deduction of expenses, are approximately HK$34.3 million and the Company intended to use the net proceeds for business expansion and investments in China and Southeast Asia in technology, direct to consumer and advertising verticals related to the mother-child industry, backend technology enhancement, marketing expenses and general working capital purposes.

EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

Based on the initial Conversion Price of HK$0.24 per Conversion Share, a maximum number of 145,833,333 Conversion Shares will be allotted and issued upon exercise of the Conversion Rights attached to the Convertible Notes in full, which represent: (i) approximately 14.22% of the issued share capital of the Company as at the date of this announcement; and (ii) approximately 12.45% of the issued share capital of the Company as enlarged by the allotment and issue of the Conversion Shares upon full conversion of the Convertible Notes, assuming there being no other change in the share capital of the Company after the date of this announcement.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, none of the Investors shall become a substantial shareholder (as defined in the Listing Rules) of the Company immediately after the Completion.

As at the date of this announcement, the Company has 1,025,662,000 Shares in issue. Set out below is the shareholding structure of the Company (i) as at the date of this announcement; and (ii) immediately after completion of the Subscription and assuming full conversion of the Convertible Notes at the Conversion Price of HK$0.24, assuming there being no other change in the share capital of the Company after the date of this announcement:

%

Shareholders

Loyal Alliance Management Limited

(''Loyal Alliance'') (Note 1)

Prime Wish Holdings Limited

(''Prime Wish'') (Note 1)

Victory Glory Holdings Limited

(''Victory Glory'') (Note 2)

Properous Commitment Holdings Limited

(''Properous Commitment'') (Note 3)

Investors

Other Shareholders

193,200,000 216,000,000 12,000,000 51,600,000 - 444,862,000

18.84% 21.06% 11.70% 5.03% - 43.37%

193,200,000 16.49%

216,000,000 18.44%

120,000,000 10.24%

51,600,000 4.40%

145,833,333 12.45%

444,862,000 37.98%

Total

1,025,662,000

100.00% 1,171,495,333 100.00%

Notes:

• 1. Each of Loyal Alliance and Prime Wish is directly and wholly owned by Ms. Li Juan.

• 2. Victory Glory is directly and wholly owned by Mr. Cheng Li.

3. Properous Commitment is directly held by TMF Trust (HK) Limited, a professional trustee engaged by the Company for the operation of the Share Award Plan.

By order of the Board

China Parenting Network Holdings Limited

Cheng Li

Executive Director and Chief Executive Officer

Hong Kong, 29 March 2021

As at the date of this announcement, the executive Directors are Mr. CHENG Li, Mr. HU Qingyang, and Mr. ZHANG Lake Mozi; the non-executive Directors are Ms. LI Juan, Mr. WU Haiming and Mr. ZHANG Haihua; and the independent non-executive Directors are Mr. WU Chak Man, Mr. ZHAO Zhen and Mr. GE Ning