China Carbon Neutral Development Group Limited — Capital/Financing Update 2021

Mar 26, 2021

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.

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(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1372)

COMPLETION OF PARTIAL CONVERSION OF THE CONVERTIBLE BONDS

Reference is made to the announcement of Bisu Technology Group International Limited (the “ Company ”) dated 22 March 2021 in relation to partial conversion of the convertible bonds of the Company (the “ Convertible Bonds ”) to the extent of HK$40,000,000 (the “ Conversion ”).

The board of directors of the Company hereby announced that, on 26 March 2021, the Conversion has completed and 20,000,000 new shares of the Company have been issued and allotted to Power Expert Global Limited (“ Power Expert ”). Upon completion of the Conversion, the Company has an outstanding Convertible Bonds with the aggregate principal amount of HK$350,000,000 and a conversion price of HK$2.00 per conversion share, which were entirely owned by Power Expert.

Shareholding structure of the Company (i) immediately before completion of the Conversion; and (ii) immediately after completion of the Conversion, assuming there are no other allotments and issue of shares, are as follows:

	Immediately before	Immediately before	Immediately	after
	completion of the Conversion		completion of the Conversion
			(Note 1)
	Shares	%	Shares	%
Youth Force Asia Limited
(“Youth Force”) (Note 2)	147,700,000	73.85	147,700,000	67.14
Public shareholders
Power Expert (Note 3)	–	–	20,000,000	9.09
Other public shareholders	52,300,000	26.15	52,300,000	23.77
Total	200,000,000	100.00	220,000,000	100.00

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Notes:

1. On 7 March 2021, the Company announced subscriptions of 40,000,000 new shares by utilizing the general mandate. Mao Yuan Capital Limited has conditionally agreed to subscribe for 23,760,000 new shares and Mr. Zhang Yaxun has conditionally agreed to subscribe for 16,240,000 new shares. As at the date of this announcement, the subscriptions have not completed.

2. The entire issued capital of Youth Force is owned by Mr. Jiang Jianhui (“ Mr. Jiang ”). As such, Mr. Jiang is deemed to be interested all the Shares owned by Youth Force by virtue of the Securities and Futures Ordinance.

3. The entire issued capital of Power Expert is owned by Mr. Liu Chang (“ Mr. Liu ”). Save for holding the Convertible Bonds, the promissory notes of the Company, and the 20,000,000 Conversion Shares, Power Expert and Mr. Liu are third party independent to the Company.

By Order of the Board Bisu Technology Group International Limited Gao Gunter Chairman

Hong Kong, 26 March 2021

As at the date of this announcement, the executive directors are Dr. Gao Gunter, Mr. Chen Xinwei, Dr. Cui Dingjun, Mr. Di Ling, Mr. Artem Matyushok and Mr. Brett Ashley Wight; and the independent non-executive Directors are Mr. Ip Mei Shun, Mr. Leung Tsz Wing and Mr. Yu Wai Chun.

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