Sie sind auf Seite 1von 5
Dated 8 June 2016 (TRILLION TROPHY ASIA LIMITED 2) BIRMINGHAM INTERNATIONAL HOLDINGS LIMITED (RECEIVERS APPOINTED) SUPPLEMENTAL DEED To SUBSCRIPTION AGREEMENT IN RESPECT OF AN ISSUE OF 2% CONVERTIBLE NOTES DUE 2019 BY BIRMINGHAM INTERNATIONAL HOLDINGS LIMITED, (RECEIVERS APPOINTED) Reed Smith Richards Butler 20/F Alexandra House 18 Chater Road Central Hong Kong Petr st24 001 ‘THIS DEED is dated 8 June 2016 and made BETWEEN:- a TRILLION TROPHY ASIA LIMITED, a company incorporated in the British Virgin Islands whose registered office is at OMC Chambers, Wickhams Cay 1, Road ‘Town, Tortola, British Virgin Islands and whose correspondence office is at Room 1502, 15" Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong (the “Subseriber”); and (2) BIRMINGHAM INTERNATIONAL HOLDINGS LIMITED (RECEIVERS APPOINTED), a company incorporated in the Cayman Islands whose principal office in Hong Kong is situated at Room 1200, 12" Floor, Wing On Centre, 111 Connaught Road Central, Sheung Wan, Hong Kong (the “Company”, WHEREAS ‘The Subscriber and the Company entered into an agreement (the “CN Subscription Agreement”) dated 6 June 2016 in relation to, among other things, the issue by the Company and the subscription by the Subscriber of the Subscription Note (as defined under the CN Subscription Agreement) pursuant to the terms and conditions set out therein THE PARTIES HERETO AGREE as follows:- Unless otherwise stated, capitalized terms used in this Deed shall have the meanings ascribed thereto under the CN Subscription Agreement, and references to Clauses are to the clauses of the CN Subscription Agreement. With effect from the date of this Deed, Clause 3.1(a) of the CN Subscription Agreement is hereby amended by replacing the following text:= “the passing in compliance with the Listing Rules by the Independent Shareholders at the extraordinary general meeting of the Company (i) authorising the performance of the transactions contemplated in this Agreement and the Share Subscription Agreement, including the issue of the Subscription Shares in respect of the Share Subscription Agreement and the issue of the Notes and the Conversion Shares which fall to be issued and allotted on exercise of Conversion Rights attached to the Notes in respect of this, Agreement; (i) authorising the performance of the transactions contemplated under the respective Settlement Agreements; and (iii) approving the Whitewash Waiver and Special Deals,” with the following: “the passing in compliance with the Listing Rules and the Takeovers Code by the Independent Shareholders at the extraordinary general meeting of the Company (i) authorising the performance of the transactions contemplated in this Agreement and the Share Subscription Agreement, including the issue of the Subscription Shares in respect of the Share Subscription Agreement and the issue of the Notes and the Conversion Shares which fall to be issued and allotted on exercise of Conversion Rights attached 10 the Notes in respect of this Agreement; (ii) authorising the performance of the transactions contemplated under the respective Settlement Agreements; and (iii) 1 approving the Whitewash Waiver and Special Deals:”. All other terms and conditions of the CN Subscription Agreement as supplemented and/or amended by this Deed shall remain in full force and effect and the CN Subscription Agreement shall be read and construed as if the terms of this Deed were included therein by way of addition or substitution as the case may require. Clause 7 (Notices), Clause 8 (Costs and Expenses), Clause 9 (General Provisions Relating to Agreement) and Clause 10 (Counterparts) of the CN Subscription Agreement shall apply to this Deed muiatis mutandis. Save to the extent as amended by this Deed, the CN Subscription Agreement shall remain in full force and effect. This Deed shall be governed by and construed in accordance with the laws of Hong Kong and each party hereby submits to the non exclusive jurisdiction of the courts of Hong Kong as regards any claim or matter arising under this Deed, [The remainder of this page has been left intentionally blank] IN WITNESS whereof this Deed has been duly executed on the day and year first above written, ‘The COMMON SEAL of TRILLION TROPHY ASIA LIMITED was affixed hereunto and signed by for and on behalf of TRILLION TROPHY ASIA LIMITED inthe presence of Name The COMMON SEAL of BIRMINGHAM INTERNATIONAL HOLDINGS LIMITED (RECEIVERS APPOINTED) was affixed hereunto and signed by Yen Ching Wai David for and on behalf o BIRMINGHAM INTERNATIONAL, HOLDINGS LIMITED (RECEIVERS APPOINTED) in the presence of Name Co giT YEG ANITA Supplemental Deed tothe CN Subseription Agreement IN WITNI written, whereof this Deed has been duly executed on the day and year first above ‘The COMMON SEAL of ‘TRILLION TROPHY ASIA LIMITED \was affixed hereunto anc signed by _ SUE KA LOK forand on behalf of ‘TRILLION TROPHY ASIA LIMITED in the presence of Namez Zam CN Kong GD = 2.7530 ab0(A) ‘The COMMON SEAL of BIRMINGHAM INTERNATIONAL HOLDINGS LIMITED (RECEIVERS APPOINTED) was affixed hereunto and signed by for and on behalf of BIRMINGHAM INTERNATIONAL HOLDINGS LIMITED (RECEIVERS APPOINTED) Name: Supplemental Deed tothe CN Subscription Agreement

Das könnte Ihnen auch gefallen