ZO Future Group — AGM Information 2022

Nov 28, 2022

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BIRMINGHAM SPORTS HOLDINGS LIMITED 伯明翰體育控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2309)

FORM OF PROXY

Form of proxy for use by shareholders at the annual general meeting of Birmingham Sports Holdings Limited (the “Company”) (or at any adjournment thereof) to be held on Friday, 30 December 2022 (the “AGM”)

I/We [(note 1)] of

share(s) [(note 2)] (the “Share(s)”) of HK$0.01 each in the capital of the

being the registered holder(s) of share(s) Company, HEREBY APPOINT THE CHAIRPERSON OF THE AGM , or [(note 3)] of

as my/our proxy to vote and act for me/us and on my/our behalf at the AGM (or at any adjournment thereof) to be held at Theatre R1, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 30 December 2022 at 4:00 p.m. for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the AGM (the “Notice”) and at such AGM (or at any adjournment thereof) to vote for me/us and in my/ our name(s) in respect of the resolutions as indicated below. Unless otherwise indicated, capitalised terms used in this form of proxy shall have same meanings as those defined in the Notice.

	ORDINARY RESOLUTIONS	FOR(note 4)	AGAINST(note 4)
1.	To receive, consider and adopt the audited consolidated financial statements of the Company and the reports of the directors and of the independent auditor for theyear ended 30 June 2022.
2.	(i) To re-elect Mr. Huang Dongfeng as an Executive Director.
	(ii) To re-elect Ms. Leung Pik Har, Christine as an Independent Non-executive Director.
	(iii) To re-elect Mr. Yeung Chi Tat as an Independent Non-executive Director.
3.	To authorise the Board to fix the remuneration of the Directors.
4.	To re-appoint ZHONGHUI ANDA CPA Limited as auditor of the Company and to authorise the Board to fix its remuneration.
5.	To grant a general mandate to the Directors to allot, issue and deal with the Shares, in terms as set out in ordinaryresolution numbered 5 in the Notice.
6.	To grant a general mandate to the Directors to repurchase the Shares, in terms as set out in ordinaryresolution numbered 6 in the Notice.
7.	To approve the extension of the general mandate to be granted to the Directors to allot, issue and deal with the Shares, in terms as set out in ordinaryresolution numbered 7 in the Notice.
	SPECIAL RESOLUTION
8.	To approve the proposed amendments to the existing memorandum and articles of association of the Company and the adoption of the amended and restated memorandum and articles of association of the Company.

Dated this day of

2022 Signature(s) [(note 5)] :

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated.

2. Please insert the number of Shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the Shares registered in your name(s).

3. If any proxy other than the chairperson of the AGM is preferred, please strike out “ THE CHAIRPERSON OF THE AGM , or” and insert the name and address of the proxy desired in the space provided.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION(S), TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION(S), TICK THE APPROPRIATE BOX MARKED “AGAINST” . Failure to complete any or all the boxes will entitle your proxy to cast his/her vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolutions properly put to the AGM other than those referred to in the Notice.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal (if any) or under the hand of an officer or attorney duly authorised.

6. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for the purpose seniority will be determined by the order in which the names stand in the register of members of the Company.

7. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be lodged at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the AGM (or at any adjournment thereof).

8. A proxy need not be a member of the Company but must attend the AGM in person to represent you.

9. Completion and return of this form of proxy will not preclude you from attending and voting in person at the AGM (or at any adjournment thereof) should you so wish, and in such event, this form of proxy shall be deemed to be revoked.

10. The full text of the resolutions appears in the Notice.

11. Re-election of each of the Directors under resolution numbered 2 shall be voted upon by way of separate resolutions. Details of the Directors proposed for re-election are set out in the circular of the Company dated 29 November 2022.

12. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the AGM (the “Purposes”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider which provides administrative, computer and other services to us for use in connection with the Purposes and to such parties which are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Tricor Tengis Limited at the above address.