China Parenting Network Holdings Limited announced that it has entered into Conditional Subscription Agreement with the Subscribers to issue 8%Convertible Notes for the gross proceeds of HKD 28,288,270 on September 12, 2023. The transaction will include participation from Diligent for HKD 24,510,000 and individual investors Deng for HKD 1,170,000 and Gong for HKD 2,610,000. As the Existing Convertible Notes and the Existing Loan were overdue and in consideration of entering into the Subscription Agreement, the Company agreed to pay an extension fee in the sum of HKD 1,167,164 to Diligent, Deng to HKD 55,550 and HKD 124,347 to Gong, respectively, representing a 5% of the outstanding principal and interest owed to each party.

The Extension Fee shall form part of the subscription amount of the Subscription Agreement. The Shareholders passing the necessary resolution(s) at the EGM to approve the Subscription Agreement and the transactions contemplated thereunder, including the issue of the Convertible Notes and the allotment and issue of the Conversion Shares. The Convertible Notes shall mature on the date of the sixth month of the date of issue thereof.

The Convertible Notes shall bear interest at rate of 8.0% per annum and is payable on the maturity date. The Convertible Notes can be assigned or transferred in accordance with the terms of the instrument of the Convertible Notes in an amount of not less than HKD 500,000 by the Noteholders to third party. The conversion price of notes is HKD 0.076 per Share.

Based on the Conversion Price of HKD 0.076 per Conversion Share, a maximum number of 372,214,078 conversion shares will be allotted and issued upon exercise of the conversion rights attached to the Convertible Notes in full, which represent approximately 129.47% of the issued share capital of the Company as at the date of this announcement; and approximately 58.03% of the issued share capital as to be enlarged by the allotment and issue of the Conversion Shares to be allotted and issued upon the exercise of the conversion rights attaching to the Convertible Notes in full.