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)
1approving 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 AgreementIN 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