ZO Future Group — Board/Management Information 2015

Mar 13, 2015

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.

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BIRMINGHAM INTERNATIONAL HOLDINGS LIMITED 伯明翰環球控股有限公司

(Receivers Appointed)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2309)

ANNOUNCEMENT

This announcement is issued by the Company pursuant to Rule 13.09 of the Listing Rules and the provision under Part XIVA of the SFO.

Reference is made to the announcement of the Company dated 11 March 2015 (the “ Announcement ”) and the order granted by the High Court of Hong Kong dated 16 February 2015 (the “ Order ”).

It has come to the attention of the Receivers that Ms. Wang Man Li, Mr. Li Wen Jun and Mr. Gurung Arjun Kumar (the “ Appointees ”) were purportedly appointed as executive Directors (the “ Appointments ”) in a meeting held on 12 March 2015 (the “ Meeting ”). The Receivers had expressed their view in the Announcement that the Meeting is invalid. It follows that all resolutions purportedly passed at the Meeting, including the Appointments, are also invalid.

It has further come to the attention of the Receivers of a notice issued by Mr. Gurung Arjun Kumar for a meeting of the Board to be convened and held on 13 March 2015 to consider and approve the making of an application by the Company to the High Court of Hong Kong, among others:

1. to discharge or set aside the Order; and/or

2. to vary the Order to remove or restrict the Receivers’ managerial powers and powers to appoint and remove directors; and/or

3. for an order that the appointment of the Receivers be terminated.

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Without prejudice to any of the Receivers’ rights and contentions including such contention that the purported Appointments are invalid, the Receivers take the view that for the due and proper exercise of such powers as conferred upon them by the Order, it is out of caution and in the interests of the Company and its Shareholders as a whole that notices of termination of the Appointments and removal of the Appointees as Directors with effect from the time of the passing of all resolutions on the purported Appointments be and have been served to the Appointees on 13 March 2015.

In accordance with the Order, the Receivers continue to carry on the business of the company as far as is necessary for the protection and preservation of the Company’s assets and to do all things reasonably necessary to preserve the value of the Company’s assets and business.

DEFINITIONS

In this announcement, the following expressions have the following meanings, unless the context otherwise requires:

“Board”	the board of Directors
“Company”	Birmingham International Holdings Limited, a company incorporated
	in the Cayman Islands with limited liability and the Shares are listed
	on the Main Board of the Stock Exchange
“Director(s)”	the director(s) of the Company
“Hong Kong”	The Hong Kong Special Administrative Region of the People’s
	Republic of China
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“Receivers”	Messrs. Liu Yiu Keung Stephen, Yen Ching Wai David and Koo
	Chi Sum, all of Ernst & Young Transactions Limited of 62nd Floor,
	One Island East, 18 Westlands Road, Island East, Hong Kong and
	being the joint and several receivers of the Company appointed in
	accordance with an order granted by the High Court of Hong Kong
	on 16 February 2015
“SFO”	The Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
“Shares”	ordinary share(s) of par value of HK$0.01 each in the share capital
	of the Company

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“Shareholders”

person(s) whose name(s) appear in the register of members of the Company as the holder(s) of Shares

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

For and on behalf of

Birmingham International Holdings Limited

(Receivers Appointed)

Liu Yiu Keung Stephen, Yen Ching Wai David and Koo Chi Sum

Joint and Several Receivers

Hong Kong, 13 March 2015

As at the date of this announcement, the Board comprises 7 Directors, namely as Mr. Liu Yiu Keung Stephen, Mr. Yen Ching Wai David, and Ms. Koo Chi Sum as executive Directors; and Mr. Cheung Yuk Ming, Mr. Law Pui Cheung, Mr. Lai Hin Wing Henry Stephen and Mr. Wong Ka Chun Carson as independent non-executive Directors.

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