New Concepts : ISSUE OF NEW SHARES UNDER SPECIFIC MANDATE AND RESUMPTION OF TRADING

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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

NEW CONCEPTS HOLDINGS LIMITED

創 業 集 團（ 控 股 ）有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2221)

ISSUE OF NEW SHARES UNDER SPECIFIC MANDATE

AND

RESUMPTION OF TRADING

Financial adviser to the Company

ISSUE OF NEW SHARES UNDER SPECIFIC MANDATE

On 10 May 2021, the Company entered into 9 Subscription Agreements with each of the Subscribers. Pursuant to the Subscription Agreements, the Company has conditionally agreed to allot and issue, and the Subscribers have conditionally agreed to subscribe for an aggregate of 169,472,000 Subscription Shares at the Subscription Price of HK$0.295.

Completion of the Subscription under each of the Subscription Agreements is not inter-conditional with each other.

The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares. The Subscription Shares will be allotted and issued under the Specific Mandate.

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Completion of the Subscription is subject to the satisfaction of the conditions precedent to the Subscription Agreements. As such, the Subscription may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

USE OF PROCEEDS

The gross proceeds from the Subscription will be approximately HK$50.0 million. The net proceeds from the Subscription will be approximately HK$49.5 million. The net Subscription Price per Subscription Share after deducting the relevant fees and expenses is approximately HK$0.292 per Share. The funds to be raised under the Subscription are intended to be applied as to (i) approximately HK$25.0 million as the initial investment cost for the kitchen waste treatment project in Xuancheng (宣城) of Anhui province, the PRC that the Group has recently been awarded (for details, please refer to the announcement of the Company dated 9 March 2021); (ii) approximately HK$14.2 million for repayment of debts and the interests accrued; and (iii) approximately HK$10.3 million as general working capital for the Group.

GENERAL

The Subscription is subject to the Shareholders' approval. All Subscription Shares will be allotted and issued under the Specific Mandate which is subject to the Shareholders' approval.

The EGM will be convened for the purpose of considering, and if thought fit, approving the Subscription, the grant of the Specific Mandate and the transactions contemplated thereunder.

To the best of the knowledge, information and belief of the Directors, no Shareholder has a material interest in the Subscription, and will be required to abstain from voting on the relevant resolutions and the grant of the requisite Specific Mandate at the EGM.

The circular containing (i) further details of the Subscription and the Subscription Agreements; and (ii) a notice convening the EGM, is expected to be despatched to the Shareholders on or before 1 June 2021.

RESUMPTION OF TRADING

At the request of the Company, trading in the Shares on the Stock Exchange has been halted with effect from 9 : 40 a.m. on 10 May 2021, pending the release of this announcement. Application has been made to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange with effect from 9 : 00 a.m. on 11 May 2021.

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THE SUBSCRIPTION AGREEMENTS

The Board hereby announces that on 10 May 2021, the Company entered into 9 Subscription Agreements with each of the Subscribers.

Save for the number of Subscription Shares to be subscribed for and the identity of the Subscribers, the terms and conditions the Subscription Agreements are identical in all material respects. The principal terms of the Subscription Agreements are set out as follows:

Date

10 May 2021

Parties

The Company (as issuer); and

The relevant Subscriber.

The Subscription

Pursuant to the Subscription Agreements, the Company has conditionally agreed to allot and issue, and the Subscribers have conditionally agreed to subscribe for an aggregate of 169,472,000 Subscription Shares at the Subscription Price of HK$0.295 to be paid by cash or cashier order on the completion date of the Subscription Agreements, the breakdown of which is as follows:

	Number of
	Subscription	Total subscription
Subscriber	Shares	price payable
			(approximately)
	('000)	(HK$'000)
Subscriber A	13,556	4,000
Subscriber B	11,864	3,500
Subscriber C	27,116	8,000
Subscriber D	8,472	2,500
Subscriber E	5,084	1,500
Subscriber F	33,896		10,000
Subscriber G	25,420		7,500
Subscriber H	10,168		3,000
Subscriber I	33,896		10,000
Total	169,472		50,000

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The Subscription Shares

The 169,472,000 Subscription Shares under the Subscription represent (i) approximately 23.49% of the issued share capital of the Company as at the date of this announcement; and (ii) approximately 19.02% of the issued share capital as enlarged by the allotment and issue of the Subscription Shares, assuming that there will be no further change in the number of issued Shares from the date of this announcement up to the completion of the Subscription. The Subscription Shares have an aggregate nominal value of approximately HK$16,947,000 and market value of approximately HK$89,820,000 based on the closing price of HK$0.530 per Share as quoted on the Stock Exchange on the Last Trading Day.

Ranking of the Subscription Shares

The Subscription Shares, when allotted, issued and fully paid, will be free of all encumbrances and rank pari passu in all respects with the Shares in issue on the date of allotment and issue of the Subscription Shares.

The Subscription Price

The Subscription Price of HK$0.295 per Subscription Share represents:

1. a discount of approximately 44.34% to the closing price of HK$0.530 per Share as quoted on the Stock Exchange on the Last Trading Day; and
2. a discount of approximately 17.37% to the average closing price of approximately HK$0.357 per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately prior to the date of the Subscription Agreements.

The Subscription Price was determined with reference to the prevailing market prices of the Shares over a period of time and was negotiated on an arm's length basis between the Company and the respective Subscriber.

Conditions precedent

Completion of the Subscription is conditional upon:

1. the listing of and permission to deal in the Subscription Shares on the Main Board of the Stock Exchange being granted by the Stock Exchange; and
2. the passing of a resolution by the Shareholders' approving the Subscription Agreement and the grant of the Specific Mandate to the Directors to allot, issue and deal in the relevant Subscription Shares.

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None of the conditions precedent above are waivable. If the above conditions are not fulfilled on or before 9 July 2021 (or such other date as the parties to the Subscription Agreements may agree in writing), the obligations and liabilities of the relevant Subscriber and the Company under the Subscription Agreements shall cease and terminate, and the relevant Subscriber and the Company shall be released from all rights and obligations save for any antecedent breach thereof.

Completion of the Subscription

Completion of the Subscription shall take place on the 3rd business day (or such other date as the parties to the Subscription Agreements may agree in writing) after the conditions precedent are satisfied.

Completion of the Subscription under each of the Subscription Agreements is not inter-conditional with each other.

Application for listing

The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares.

The Specific Mandate

The Subscription Shares will be allotted and issued under the Specific Mandate to be approved by way of ordinary resolution by the Shareholders at the EGM.

INFORMATION ON THE SUBSCRIBERS

The Subscribers are either citizens of Hong Kong or the PRC, or limited liability companies incorporated in Hong Kong.

To the best of the Directors' knowledge, information and belief, and having made all reasonable enquiries, each of the Subscribers and their respective ultimate beneficial owner(s) are third parties independent of the Company and its connected persons; and the Subscribers are not connected with each other.

INFORMATION ON THE GROUP

The Group is principally engaged in (i) construction works in Hong Kong; and (ii) environmental protection.

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