HK Bourse: Announcement From New Concepts Holdings Ltd.

 
    Following is the related link: 
http://www.hkexnews.hk/listedco/listconews/sehk/2016/0810/LTN20160810928.pdf 
 
 
 
     SUPPLEMENTAL DEED TO THE SUBSCRIPTION AGREEMENT 
                 FOR THE SUBSCRIPTION AND 
          ISSUE OF SHARES UNDER GENERAL MANDATE 
Reference is made to the Company's announcement dated 25 July 2016 (the "Announcement") 
and the Company's announcement dated 4 August 2016 in relation to, among others, the 
Subscription and issue of Subscription Shares under the General Mandate. Capitalised terms 
herein shall bear the same meanings as defined in the Announcement unless otherwise stated. 
 
SUPPLEMENTAL DEED TO THE SUBSCRIPTION AGREEMENT 
 
On 10 August 2016 (after trading hours of the Stock Exchange), the Company and the 
Subscribers entered into a supplemental deed to the Subscription Agreement (the 
"Supplemental Deed") in relation to the revision of certain provisions in the Subscription 
Agreement, details of which are set forth below. 
 
Restrictions on further issue of Shares 
 
As disclosed in the Announcement, there was an undertaking made by the Company under the 
Subscription Agreement in relation to the restrictions on further issue of Shares, pursuant to 
which, the Company undertakes to each of CEF Concept and Go Million that during the 
period from the date of the Subscription Agreement and to the date on which the shareholding 
of each of CEF Concept and/or Go Million, together with each of their respective Associates is 
below 5% of the total number of Shares in issue, the Company will not take any of the 
following actions without prior unanimous approval from all members of the Board: 
 
(a) allot or issue or offer to allot or issue or grant any option, right or warrant to subscribe 
    for (either conditionally or unconditionally, or directly or indirectly, or otherwise) any 
    Share(s) or any interests in Shares or any securities convertible into or exercisable or 
    exchangeable for or substantially similar to Shares or interest in Shares; or 
 
(b) agree (conditionally or unconditionally) to enter into or effect any such transaction with 
    the same economic effect as any of the transactions described in (a) above; or 
 
(c) announce any intention to enter into or effect any such transaction described in (a) or (b) 
    above. 
 
 
                                                 -1- 
 
Pursuant to the Supplemental Deed, the above undertaking has been revoked. 
 
Indemnity given by the Company 
 
As disclosed in the Announcement, there was an undertaking made by the Company under the 
Subscription Agreement to indemnify the Indemnified Parties against certain costs, expenses 
and losses, details of which were set forth in the section headed "Indemnity given by the 
Company" in the Announcement. Pursuant to the Supplemental Deed, such undertaking was 
amended and replaced by the following: 
 
The Company undertakes to indemnify and hold harmless each of the Subscribers and each of 
their respective agents, subsidiaries, affiliated or associated companies, their respective 
directors, officers, employees and agents including, but not limited to, the directors, officers, 
employees and controlling persons, as the case may be, of each of CEF Concept and Go 
Million and each of their respective Associates (and shall include partners of such Associates) 
(the "Indemnified Parties") against all or any costs, expenses (including legal fees as they are 
properly and reasonably incurred), fees, claims, actions, liabilities, demands, proceedings or 
judgments (including, but not limited to, all such losses, costs, charges or expenses suffered or 
incurred in disputing or defending any costs, fees, claims, actions, liabilities, demands, 
proceedings or judgements) (the "Proceedings") and/or in establishing its rights to be 
indemnified in accordance with the terms of the Subscription Agreement (as amended and 
supplemented by the Supplemental Deed) and/or in seeking advice in relation to any 
Proceedings brought or established or threatened to be brought or established against any of 
the Indemnified Parties by any governmental agency, regulatory body or other person: 
 
(i)   directly or indirectly arising out of or in connection with or based on (a) any breach or 
      alleged breach of any of the representations, warranties and undertakings provided by the 
      Company and the obligations of the Company contained in the Subscription Agreement 
      (as amended and supplemented by the Supplemental Deed); or (b) other than those which 
      arise primarily from the fraudulent acts, gross negligence or willful default of CEF 
      Concept and Go Million or any person acting on their behalf as determined by final 
      judgment of a court of competent jurisdiction, any breach or alleged breach of any 
      applicable laws or regulations of any jurisdiction arising out of or in connection with the 
      execution of the Subscription Agreement (as amended and supplemented by the 
      Supplemental Deed) and performance of the transactions contemplated therein; and 
 
(ii) directly or indirectly arising out of or in connection with the execution of the Subscription 
     Agreement (as amended and supplemented by the Supplemental Deed) and the 
     performance of the transactions contemplated therein. 
 
 
 
 
                                              -2- 
 
 
 
 
 
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THE INDEMNITY AND UNDERTAKINGS TO BE PROVIDED BY SUBSTANTIAL 
SHAREHOLDERS 
 
In connection with the Supplemental Deed, each of Jumbo Grand and Simple Gain, together 
with their respective ultimate beneficial owners, and the Subscribers have agreed to amend 
certain provisions of the Jumbo Grand's Deed of Indemnity and Undertakings and the Simple 
Gain's Deed of Undertakings to be executed at or before completion of the Subscription in the 
following manner: 
 
Additional Undertaking to be provided by Jumbo Grand and Mr. Zhu Yongjun 
 
Each of Jumbo Grand and Mr. Zhu Yongjun shall undertake jointly and severally to each of 
the Subscribers under the Jumbo Grand's Deed of Indemnity and Undertakings to be executed 
at or before completion of the Subscription that, in the event that during the period of time 
from the date of the Jumbo Grand's Deed of Indemnity and Undertakings to the Completion 
Date, and after completion of the Subscription, from the Completion Date up to the earlier of 
(i) the second anniversary of the Completion Date; and (ii) the date on which the shareholding 
of each of the Subscribers, together with each of their respective Associates falls below 5% of 
the total number of Shares in issue, if the Company shall take any of the following action: 
 
(a) allot or issue or offer to allot or issue or grant any option, right or warrant to subscribe 
    for (either conditionally or unconditionally, or directly or indirectly, or otherwise) any 
    Share(s) or any interests in Shares or any securities convertible into or exercisable or 
    exchangeable for or capable of being redesignated as Shares as or substantially similar to 
    Shares or interest in Shares, in each case at a price (the "New Issue Price") per Share 
    which is less than the Subscription Price or the consideration (the "Consideration Received 
    per Share") per Share receivable upon conversion, exchange, subscription or redesignation 
    is less than the Subscription Price; or 
 
(b) agree (conditionally or unconditionally) to enter into or effect any such transaction with 
    the same economic effect as any of the transactions described in (a) above; or 
 
(c) announce any intention to enter into or effect any such transaction described in (a) and 
    (b) above, 
 
Jumbo Grand and Mr. Zhu Yongjun shall forthwith pay to each of the Subscribers an amount 
equals to the multiple of (1) the respective Subscription Shares to be allotted and issued or 
allotted and issued to each of the Subscribers and (2) the shortfall between the New Issue Price 
or the Consideration Received per Share (as the case may be) and the Subscription Price. 
 
Such additional undertakings shall not be applicable to the following transactions conducted 
by the Company: 
 
(a) issue and allotment of Shares pursuant to the terms of any employee share option scheme 
    adopted by the Company from time to time; or 
 
(b) any bonus issue or scrip dividend or similar arrangements which provide for the allotment 
    of Shares in lieu of the whole or part of a dividend on Shares of the Company to the 
    Shareholders on a pro rata basis. 
 
 
 
 
                                             -3- 
 
Undertaking in relation to the amendment of the constitutional document of the Company 
 
As disclosed in the Announcement, each of Jumbo Grand and Simple Gain and their 
respective ultimate beneficial owners shall undertake to, subject always to the Listing Rules, 
procure the Company to amend the constitution document of the Company to incorporate the 
provision in respect of the restrictions on further issue of Shares by the Company under the 
Subscription Agreement. 
 
The above undertaking will not be made by Jumbo Grand and Simple Gain and their 
respective ultimate beneficial owners. 
 
Save as disclosed above and certain amendments to the terms of the Subscription Agreement 
in relation to the payment of fees, commissions and expenses, all provisions of the 
Subscription Agreement, the Jumbo Grand's Deed of Indemnity and Undertakings and the 
Simple Gain's Deed of Undertakings remain unchanged and in full force and effect. 
 
REASONS FOR ENTERING INTO THE SUPPLEMENTAL DEED 
 
In order to allow the Company to enjoy greater flexibility on new issue of Shares, the 
Company has negotiated with the Subscribers to amend the terms of the Subscription 
Agreement. The amendments to the Subscription Agreement, the Jumbo Grand's Deed of 
Indemnity and Undertakings and the Simple Gain's Deed of Undertakings can also avoid 
subsequent procedures for alternation of the Company's articles of associations which may 
incur considerable costs and time. As such, the Directors consider that the amendments to the 
Subscription Agreement pursuant to the Supplemental Deed are in the best interests of the 
Company and the Shareholders as a whole. 
 
The Subscription is subject to the satisfaction and/or waiver of the conditions precedent to the 
Subscription Agreement (as amended and supplemented by the Supplemental Deed), which may 
or may not be completed. Shareholders and potential investors are advised to exercise caution 
when dealing in Shares. 
 
 
 
Source: Hong Kong Exchanges & Clearing