Happiness Development Group Limited Announces 1 for 20 Reverse Share Split

NANPING, China, Oct. 10, 2022 /PRNewswire/ -- Happiness Development Group Limited ("HAPP" or the "Company"), (NASDAQ: HAPP) an emerging and diversified company engaging in the business of production and sale of nutraceutical and dietary supplements, providing e-commerce sales and marketing solutions, and the sales of automobile today announced that an 1 for 20 reverse split of its ordinary shares, par value $0.0005 each, was approved by the Company's shareholders on October 7, 2022 and became effective on October 10, 2022. In connection with the reverse share split, the Company's shareholders will receive one new ordinary share of the Company for every twenty shares they hold. The Company's ordinary shares is expected to begin trading on a split-adjusted basis when the market opens on October 11, 2022,

The reverse share split is expected to lead the Company's Class A ordinary shares to trade at approximately twenty times the price per share at which it trades prior to the effectiveness of the reverse share split. The Company, however, cannot assure that the price of its Class A ordinary shares after the reverse split will reflect the 1 for 20 reverse split ratio, that the price per share following the effective time of the reverse split will be maintained for any period of time, or that the price will remain above the pre-split trading price.

The Company has filed the Amended and Restated Articles and Memorandum of Association in connection with the reverse share split. As of October 7, 2022, there were approximately 66,854,583 of the Company's Class A ordinary shares outstanding and 12,245,000 Class B ordinary shares outstanding. Effecting the 1 for 20 reverse split will reduce the outstanding Class A ordinary shares to approximately 3,342,740 and the outstanding Class B ordinary shares to approximately 612,255. The shareholders of the Company also approved the increase of the authorized shares of the Company at the same time of the reverse split, as a result, the Company is authorized to issue 350,000,000 Class A Ordinary Shares of $0.01 par value each, 100,000,000 Class B Ordinary Shares with a par value of $0.01 each, and 50,000,000 Preferred Shares with a par value of $0.01.

Treatment of Stock Options and Restricted Shares

The number of ordinary shares into which the Company's outstanding stock options and restricted shares as well as the options' relevant exercise price per share will be proportionally adjusted to reflect the reverse split.

Fractional Shares

Any fractional shares that would have resulted because of the Reverse Split will be rounded up to the nearest whole share.

New Ordinary Share Certificates

Certificates reflecting the new share number will be issued in due course as old share certificates are tendered for exchange or transfer to the Company's transfer agent, Vstock Transfer, LLC. Registered shareholders holding pre-split shares of the Company's ordinary shares electronically in book-entry form are not required to take any action to receive post-split shares.  Shareholders who hold their shares through a securities broker or nominee (i.e., in "street name") will be contacted by their brokers or nominees with any instructions. For more information, shareholders and securities brokers should contact Vstock Transfer, LLC at (212) 828-8436.

About Happiness Development Group Limited

Headquartered in Nanping, China, Happiness Development Group Limited currently has three business lines: nutraceutical and dietary supplements, e-commerce and automobile sales. The nutrition and dietary supplements business is focusing on the research, development, manufacture and marketing of various products made from Chinese herbal extracts and other ingredients. Our e-commerce business focuses on offering e-commerce solutions, including advertising and information technology services to small and medium-sized enterprises in China. We also run our online stores which carries our products of dietary supplements and other selected products sourced from the small and medium-sized enterprises in China. Our mission for the e-commerce business is to enable small and medium-sized enterprises to fully leverage the power of e-commerce to grow rapidly. Our automobile sales adopts B2B business model and is committed to optimizing the automobile supply chain by offering standardized vehicle sources on our automobile online sales platform and providing secure transaction environment, automobile procurement and financial services for automobile manufacturers. For more information, please visit: www.happ.org.cn

Forward-Looking Statements

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as "may, "will, "intend," "should," "believe," "expect," "anticipate," "project," "estimate" or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company's expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following: the occurrence of any event, change or other circumstances that could give rise to the terms of the Agreement not hereafter being memorialized in a definitive agreement; the outcome of any legal proceedings that have been, or will be, instituted against the Company or other parties to the Agreement following announcement of the Agreement and transactions contemplated therein; the inability to complete the transactions contemplated by the Agreement due to unsatisfied closing conditions; risks that the proposed transaction disrupts current plans and operations as a result of the announcement of the Agreement and consummation of the transaction described therein; costs related to the proposed transactions contemplated by the Agreement; changes in applicable laws or regulations; and other risks and uncertainties described herein, as well as those risks and uncertainties contained in reports filed by the Company with the Securities and Exchange Commission.  For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company's filings with the U.S. Securities and Exchange Commission, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

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SOURCE Happiness Development Group Limited