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BILLION INDUSTRIAL HOLDINGS LIMITED

百宏實業控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2299) ANNOUNCEMENT SUPPLEMENTAL DEED BETWEEN KINGOM POWER LIMITED AND HONG KONG (RONG AN) INVESTMENT LIMITED BACKGROUND

Reference is made to the announcement of the Company dated 13 January 2014 (the "Announcement"). Unless otherwise stated, terms defined in the Announcement shall have the same meanings when used in this announcement.

As disclosed in the Announcement, on 13 January 2014, Kingom Power Limited ("Kingom Power") and Mr. Sze Tin Yau ("Mr. Sze") entered into the shareholders deed ("Shareholders Deed") with Hong Kong (Rong An) Investment Limited ("Rong An") pursuant to which

(i) Kingom Power agreed not to acquire further Shares which would otherwise result in the percentage of its shareholding in the Company exceeding that of Rong An; and (ii) Rong An and Kingom Power shall endeavour to reach a mutual agreement via full communication and negotiation in relation to significant corporate or business decisions of the Company. Notwithstanding that, Kingom Power shall vote in accordance with the Rong An's directions at any general meeting of the Company, provided that such voting is in the interest of the Company and will not prejudice the interest of the Shareholders as a whole or contravene any relevant laws and regulations. The term of the Shareholders Deed is three years, subject to renewal.

THE SUPPLEMENTAL DEED

The Company announces that it was informed that on 13 January 2017, Kingom Power, Mr. Sze and Rong An entered into a supplemental deed (the "Supplemental Deed") pursuant to which Kingom Power, Mr. Sze and Rong An provided certain undertakings which are substantially the same as those given under the Shareholders Deed. The major terms of the Supplemental Deed are as follows:

Duration

The term of the Supplemental Deed is one year commencing from the date of the Supplemental Deed, subject to renewal at the end of the term. Notwithstanding that, the Supplemental Deed will terminate upon the occurrence of:-

  1. the winding up or liquidation of the Company;

  2. any breach of the major terms as set out below by a party to the Supplemental Deed and the non-defaulting party chooses to terminate the Supplemental Deed; or

  3. all the parties to the Supplemental Deed having agreed to terminate the Supplemental Deed.

Major undertakings

  1. Shareholding proportion - Kingom Power will not acquire further Shares which would otherwise result in the percentage of its shareholding in the Company exceeding that of Rong An. Kingom Power will also not do any acts which will cause Rong An to be unable to remain as the single largest Shareholder during the term of the Supplemental Deed.

  2. In the event that Rong An reduces its shareholding in the Company such that the percentage of Rong An's shareholding in the Company falls below that of Kingom Power, Kingom Power will cease to be subject to the restrictions as set out in paragraph

    1. above.

    2. Voting arrangement - Rong An and Kingom Power shall endeavour to reach a mutual agreement via full communication and negotiation in relation to significant corporate or business decisions of the Company. Notwithstanding that, Kingom Power shall vote in accordance with Rong An's directions at any general meeting of the Company, provided that such voting is in the interest of the Company and will not prejudice the interest of the Shareholders as a whole or contravene any relevant laws and regulations.

    3. Mr. Sze guarantees Kingom Power's performance of its obligations under the Supplemental Deed.

      4. By Order of the Board

      Billion Industrial Holdings Limited Sze Tin Yau

      Chairman

      Hong Kong, 13 January 2017

      As at the date of this announcement, the Board comprises Mr. Sze Tin Yau, Mr. Wu Jinbiao, Mr. Wang Li and Mr. Xue Mangmang as executive directors, Mr. Zeng Wu and Mr. Wu Zhongqin as non-executive directors and Mr. Chan Shek Chi, Mr. Ma Yuliang and Mr. Lin Jian Ming as independent non-executive directors.

    Billion Industrial Holdings Limited published this content on 13 January 2017 and is solely responsible for the information contained herein.
    Distributed by Public, unedited and unaltered, on 13 January 2017 10:55:06 UTC.

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