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.

NEW CONCEPTS HOLDINGS LIMITED ௴ ุ ණ ྠ€ છ ٰ Ϟ ࠢ ʮ ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2221)

PARTIAL CONVERSION OF CONVERTIBLE BOND

Reference is made to the announcement of New Concepts Holdings Limited (the ''Company'') dated 14 December 2020 (the ''Announcement'') in relation to the issue of convertible bond (the ''Convertible Bond'') in the aggregate principal amount of HK$10,000,000. Capitalised terms used herein shall have the same meanings as those defined in the Announcement unless stated otherwise.

The Board announces that the Company received a conversion notice from the Subscriber on 25 March 2021 exercising its rights to convert the first tranche of the Convertible Bond in the principal amount of HK$4,000,000 into 20,000,000 Conversion Shares at the Conversion Price of HK$0.20 per Conversion Share (the ''Conversion'').

Pursuant to the exercise of the conversion rights attaching to the Convertible Bond, 20,000,000 Conversion Shares will be allotted and issued by the Company to the Subscriber under the general mandate of the Company granted by the Shareholders to the Directors at the annual general meeting of the Company held on 25 September 2020. The Conversion Shares will rank pari passu with all the existing Shares in issue as at the date of allotment and among themselves in all respects.

Immediately after the allotment and issue of the Conversion Shares, the number of issued shares of the Company will increase by 20,000,000 Shares to 693,590,134 Shares. The 20,000,000 Conversion Shares represent approximately (i) 2.97% of the existing issued share capital of the Company immediately prior to the Conversion; and (ii) approximately 2.89% of the issued share capital of the Company as enlarged by the allotment and issue of the Conversion Shares.

The allotment and issue of the Conversion Shares has taken place on 30 March 2021. As at the date of the Conversion and this announcement, the proposed issue of 20,000,000 new shares under the General Mandate pursuant to the 3 subscription agreements entered into between the Company and 3 individual subscribers on 24 March 2021 has not completed. For details of the aforesaid 3 subscription agreements, please refer to the announcement of the Company dated 24 March 2021.

The table below illustrates the shareholding structure of the Company immediately before and after the Conversion:

Shareholders

Before ConversionImmediately after the Conversion %of %of

shareholdings shareholdings

Number of shares (Approximately) Number of shares (Approximately)

Jumbo Grand Enterprise

Development Limited (Note 1)

77,000,000

11.43

77,000,000

11.10

Prosper Power Group Limited

(Note 2)

76,500,000

11.36

76,500,000

11.03

Simple Gain International

Limited (Note 3)

40,000,000

5.94

40,000,000

5.77

CEF Concept Holdings Limited

(Note 4)

55,400,000

8.23

55,400,000

7.99

Mr. Zhu Yongjun (Note 5)

4,900,000

0.73

4,900,000

0.71

Dr. Zhang Lihui (Note 5)

96,000

0.01

96,000

-

Mr. Choy Wai Shek, Raymond,

MH. JP (Note 5)

700,000

0.10

700,000

0.10

Dr. Tong Ka Kok (Note 5)

480,000

0.07

480,000

0.07

Subscriber

-

-

20,000,000

2.89

Other public Shareholders

418,514,134

62.13

418,514,134

60.34

Total

673,590,134

100.00

693,590,134

100.00

Notes:

  • 1. Jumbo Grand Enterprise Development Limited is wholly-owned by Mr. Zhu Yongjun (chairman of the Board and an executive Director). Mr. Zhu is the brother-in-law of Mr. Allan Warburg, an ultimate beneficial owner of Simple Gain International Limited, a shareholder of the Company.

  • 2. Prosper Power Group Limited is owned as to 75% by Mr. Chu Shu Cheong.

  • 3. Simple Gain International Limited is wholly-owned by Allan Warburg Holdings Limited, which is in turn wholly-owned by Mr. Allan Warburg.

  • 4. CEF Concept Holdings Limited is wholly-owned by CEF IV Holdings Ltd., which is in turn owned as to 92.55% by China Environment Fund IV, L.P., an investment fund incorporated in the Cayman Islands.

  • 5. Directors of the Company.

  • 6. The percentage figures included in this table are subject to rounding adjustment.

By Order of the Board New Concepts Holdings Limited

Zhu Yongjun

Chairman and Executive Director

Hong Kong, 30 March 2021

As at the date of this announcement, the executive Directors are Mr. Zhu Yongjun, Mr. Pan Yimin and Mr. Lee Tsi Fun Nicholas; the non-executive Directors are Dr. Ge Xiaolin and Dr. Zhang Lihui; and the independent non-executive Directors are Mr. Lo Chun Chiu, Adrian, Dr. Tong Ka Lok and Mr. Choy Wai Shek, Raymond, MH, JP.

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New Concepts Holdings Ltd. published this content on 30 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 March 2021 11:56:07 UTC.