ZO Future Group — Capital/Financing Update 2008

Sep 23, 2008

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 泓鋒國際控股有限公司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2309)

ANNOUNCEMENT

CONVERSION OF THE CONVERTIBLE NOTES

The Company makes this announcement pursuant to the paragraph under the heading “Dilution effect on Shareholders as a result of conversion of any part of the Convertible Notes” of the Circular in respect of the number of Conversion Shares allotted and issued upon partial conversion of the Convertible Notes.

Reference is made to the circular of the Company dated 20 June 2008 (the “ Circular ”) and the announcement of the Company dated 5 September 2008 (the “ August Monthly Announcement ”). The Company makes this announcement pursuant to the paragraph under the heading “Dilution effect on Shareholders as a result of conversion of any part of the Convertible Notes” of the Circular. Unless otherwise defined herein, capitalized terms used herein shall have the same meanings as those defined in the Circular.

The Directors noted that the Convertible Notes have been partially converted by their holder subsequent to the date of the August Monthly Announcement, resulting in the allotment and issue of new Shares on 23 September 2008 (the “ New Conversion Shares ”). Such New Conversion Shares issued together with the cumulative number of Conversion Shares issued (i.e. 49,586,000 Shares) as disclosed in the August Monthly Announcement (collectively, the “ Cumulative Conversion Shares ”) have exceeded 5% of the issued share capital of the Company as disclosed in the August Monthly Announcement.

• for identification purpose only

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On 23 September 2008, conversion rights attaching to the Convertible Notes in the aggregate principal amount of HK$2,500,000 were exercised, resulting in the allotment and issue of New Conversion Shares totalled 50,000,000 Shares and the details are as follows:

Date ofconversion noticeNo. ofconversionnoticereceived22 September 20081Total	No. of newShares issuedConversionPrice(HK$)50,000,0000.05050,000,000	Principalamount ofConvertibleNotesconvertedDate of issue ofthe new Shares(HK$)2,500,000 23 September 20082,500,000

After the above conversion, the aggregate outstanding principal amount of the Convertible Notes is HK$11,500,000. There had not been any other Shares issued or cancelled by the Company under any other transactions during the period from the date of the August Monthly Announcement up to the date of this announcement.

Changes in the issued share capital of the Company during the period from the date of the August Monthly Announcement to the date of this announcement are as follows:

As at 5 September 2008Number of New Conversion Shares issued subsequent to thedate of the August Monthly Announcement and up to thedate of this announcementAs at the date of this announcement, 23 September 2008	Issued ShareCapitalHK$8,099,060500,0008,599,060	Number ofissued Shares atthe par value ofHK$0.01 each809,906,00050,000,000
		859,906,000

The total number of Cumulative Conversion Shares (i.e. 99,586,000 Shares) represents about 12.30% of the total number of issued Shares as disclosed in the August Monthly Announcement (i.e. 809,906,000 Shares). The total number of Cumulative Conversion Shares represents about 11.58% of the total number of issued Shares (the total number of issued Shares as disclosed in the August Monthly Announcement as enlarged by the New Conversion Shares) as at the date of this announcement.

By the Order of the Board

Ip Wing Lun

Executive Director and Company Secretary

Hong Kong, 23 September 2008

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As at the date hereof, the directors of the Company are 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 and Ms. Wong Po Ling, Pauline as executive directors, Mr. Christian Lali Karembeu and Mr. Chan Wai Keung as nonexecutive directors, Mr. Chang Kin Man, Mr. Yau Yan Ming, Raymond, Mr. Yip Man Ki and Mr. Zhou Han Ping as independent non-executive directors.

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