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ZO Future Group Capital/Financing Update 2007

Nov 6, 2007

50510_rns_2007-11-06_1299b4c4-d747-4b46-97b0-adcdf93ea9a5.pdf

Capital/Financing Update

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The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

GRANDTOP INTERNATIONAL HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2309)

COMPLETION OF PLACING OF SHARES

PLACING AGENT

KINGSTON SECURITIES LIMITED

The Board announces that the Placing Agent has successfully placed a total of 69,120,000 existing Shares on behalf of the Vendor to not less than six placees, comprising institutional and individual investors who are third parties independent of and not connected with the Group and its connected persons or any of their respective associates, at the Placing Price of HK$0.80 per Placing Share. Completion of the Placing took place on 5 November 2007.

Reference is made to the announcement of the Company dated 31 October 2007 (the “Announcement”). Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement.

The Board announces that the Placing Agent has successfully placed a total of 69,120,000 existing Shares on behalf of the Vendor to not less than six placees, comprising institutional and individual investors who are third parties independent of and not connected with the Group and its connected persons or any of their respective associates, at the Placing Price of HK$0.80 per Placing Share. Completion of the Placing took place on 5 November 2007. The Placing Shares represent 10% of the existing issued share capital of the Company and approximately 9.09 % of the issued share capital of the Company as enlarged by the Subscription.

To the best of the Directors’ and the Placing Agent’s knowledge, information and belief, having made all reasonable enquiries, the placees and their ultimate beneficial owners are third parties independent of and not connected with the Group and its connected persons or any of their respective associates.

— 1 —

The shareholding structure of the Company before and after the completion of the Placing and the Subscription is as follows:

Huge Gain Development Limited (“Huge Gain”)(Note 1)Premier Rise Investments Limited_(Note 2)Great Luck Management Limited(Note 3)Mr. Yeung Ka Sing, Carson(Note 4)Ms. Leung Choi Fan(Note 5)_Public Shareholders:The PlaceesOther Public Shareholders Shareholding immediatelybefore completion of thePlacing and the SubscriptionNo. of SharesApproximately%96,000,00013.8996,000,00013.89115,200,00016.6710,000,0001.4518,975,0002.75——355,025,00051.35691,200,000100.00 Shareholding immediatelyafter completion of the Placingbut before completion of theSubscriptionNo. of SharesApproximately%96,000,00013.8926,880,0003.89115,200,00016.6710,000,0001.4518,975,0002.7569,120,00010.00355,025,00051.35691,200,000100.00 Shareholding immediatelyafter completion of thePlacing and the SubscriptionNo. of SharesApproximately%96,000,00012.6396,000,00012.63115,200,00015.1510,000,0001.3118,975,0002.5069,120,0009.09355,025,00046.69760,320,000100.00 Shareholding immediatelyafter completion of thePlacing and the SubscriptionNo. of SharesApproximately%96,000,00012.6396,000,00012.63115,200,00015.1510,000,0001.3118,975,0002.5069,120,0009.09355,025,00046.69760,320,000100.00
100.00

Notes:

  1. The entire issued share capital of Huge Gain is owned by Nerine Trust Company Limited (“Nerine Trust”) which is the trustee of SB Unit Trust and holds properties for the benefit of holders of units issued by SB Unit Trust. All the units issued by SB Unit Trust were held by the family members of Mr. Siu Ban, cofounder of the Company and its subsidiaries and the discretionary objects. Ms. Bessie Siu and Ms. Tsai Lai Wa, Jenny have indirect interest in Nerine Trust.

  2. Premier Rise Investments Limited, a company incorporated in the British Virgin Islands and wholly owned by Mr. Hui Ho Luek, Vico, an executive Director.

  3. Great Luck Management Limited, a company incorporated in British Virgin Islands and wholly owned by Mr. Yeung Ka Sing, Carson, an executive Director.

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  1. The Chairman and an executive Director.

  2. Ms. Leung, spouse of Mr. Hui Ho Luek, Vico who wholly and beneficially owns Premier Rise.

By Order of the Board Grandtop International Holdings Limited Hui Ho Luek, Vico Executive Director

Hong Kong, 6 November 2007

As at the date of this announcement, the board of directors of the Company comprises executive directors, namely, Mr. Yeung Ka Sing, Carson, Mr. Hui Ho Luek, Vico, Mr. Steven McManaman, Mr. Fan Zhi Yi, Mr. Lee Yiu Tung, Mr. Ip Wing Lun, Ms. Wong Po Ling, Pauline and Ms. Bessie Siu; nonexecutive director, namely Mr. Christian Lali Karembeu and independent non-executive directors, namely Mr. Chang Kin Man, Mr. Zhou Han Ping, Mr. Yip Man Ki and Mr. Yau Yan Ming, Raymond.

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