ZO Future Group — Capital/Financing Update 2016

Sep 15, 2016

TO BE VALID, THE WHOLE OF THIS APPLICATION FORM MUST BE RETURNED

本申請表格必須整份交回方為有效

Application Form No.

申請表格編號

IMPORTANT 重要提示

THIS APPLICATION FORM IS VALUABLE BUT IS NOT TRANSFERABLE AND IS FOR THE USE OF THE QUALIFYING SHAREHOLDER(S) NAMED BELOW ONLY. NO APPLICATION CAN BE MADE AFTER 4:00 P.M. ON FRIDAY, 30 SEPTEMBER 2016.

本申請表格具有價值但不可轉讓，並僅供名列下文之合資格股東使用。二零一六年九月三十日（星期五）下午四時正後不得提出申請。

IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS APPLICATION FORM, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE.

閣下如對本申請表格之任何內容有任何疑問，應徵詢獨立專業意見。

Terms used herein shall have the same meanings as defined in the prospectus of Birmingham International Holdings Limited (Receivers Appointed) dated 15 September 2016 (the “Prospectus”) unless the context otherwise requires.

除文義另有所指外，本申請表格所用之詞彙與伯明翰環球控股有限公司（已委任接管人）於二零一六年九月十五日刊發之發售章程（「發售章程」）所界定者具有相同涵義。

Dealings in the New Shares and the Offer Shares may be settled through CCASS and you should consult your stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers for details of the settlement arrangements and how such arrangements may affect your rights and interests.

新股份及發售股份之買賣可透過中央結算系統進行結算，而有關結算安排之詳情及該等安排對 閣下權利及權益可能產生之影響，閣下應諮詢 閣下之股票經紀或其他持牌證券交易商、銀行經理、律師、專業會計師或其他專業顧問。

Hong Kong Exchanges and Clearing Limited, the Stock Exchange and HKSCC take no responsibility for the contents of this Application Form, 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 Application Form.

香港交易及結算所有限公司、聯交所及香港結算對本申請表格之內容概不負責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本申請表格全部或任何部份內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。

A copy of each of the Prospectus Documents, together with copies of the documents mentioned in the paragraph headed “Documents delivered to the Registrar of Companies in Hong Kong” in Appendix III to the Prospectus, have been registered with the Registrar of Companies in Hong Kong as required by section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility as to the contents of any of these documents.

各份發售章程文件之副本連同於發售章程附錄三「送呈香港公司註冊處處長之文件」一段所述之文件之副本，已按照公司（清盤及雜項條文）條例第 342C 條之規定送呈香港公司註冊處處長登記。香港證券及期貨事務監察委員會及香港公司註冊處處長對任何 該等文件之內容概不負責。

Subject to the granting of the listing of, and permission to deal in the Offer Shares on the Stock Exchange and compliance with the stock admission requirements of HKSCC, the Offer Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Offer Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

待發售股份獲准在聯交所上市及買賣，且符合香港結算的股份收納規定後，發售股份將獲香港結算接納為合資格證券，可由發售股份自開始於聯交所買賣之日期或由香港結算釐定之其他日期起，於中央結算系統寄存、結算及交收。聯交所參與者之間於任 何交易日進行之交易，須於其後第二個交易日在中央結算系統交收。所有中央結算系統活動均須依據不時有效之中央結算系統一般規則及中央結算系統運作程序進行。

Branch share registrar and transfer office in Hong Kong: Tricor Tengis Limited Level 22, Hopewell Centre 183 Queen’s Road East Hong Kong

香港股份過戶登記分處： 卓佳登捷時有限公司 香港皇后大道東 183 號 BIRMINGHAM INTERNATIONAL HOLDINGS LIMITED 合和中心 22 樓 伯明翰環球控股有限公司

(Receivers Appointed)

（已委任接管人）

(Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立的有限公司）

(Stock Code: 2309) （股份代號： 2309 ）

OPEN OFFER OF 242,027,168 OFFER SHARES ON THE BASIS OF ONE OFFER SHARE FOR EVERY TWO NEW SHARES HELD ON THE OPEN OFFER RECORD DATE AT THE OFFER PRICE OF HK$0.08 PER OFFER SHARE 以每股發售股份 0.08 港元的發售價 公開發售 242,027,168 股發售股份，基準為於公開發售記錄日期 每持有兩股新股份獲配一股發售股份 PAYABLE IN FULL ON APPLICATION BY NO LATER THAN 4:00 P.M. ON FRIDAY, 30 SEPTEMBER 2016 股款最遲於二零一六年九月三十日（星期五）下午四時正前繳足

Registered office:

4th Floor, Harbour Place, 103 South Church Street, George Town, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands

Head office and principal place of business in Hong Kong: Room 1200

12/F, Wing On Centre 111 Connaught Road Central Sheung Wan Hong Kong

註冊辦事處：

4th Floor, Harbour Place, 103 South Church Street, George Town, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands

香港總辦事處及主要營業地點： 香港 上環 干諾道中 111 號 永安中心 12 樓 1200 室

APPLICATION FORM 申請表格

Name(s) and address of the Qualifying Shareholder(s) 合資格股東姓名及地址

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----- Start of picture text ----- 合資格股東姓名及地址 Number of Shares registered in your name on Wednesday, 14 September 2016於二零一六年九月十四日（星期三）以 閣下名義登記之股份數目Box A甲欄Number of Offer Shares in your assured allotment subject to payment in full on application by no later than 4:00 p.m.on Friday, 30 September 2016閣下獲保證配發之發售股份數目（須在不遲於二零一六年九月三十日（星期五）下午四時正申請時繳足）Box B乙欄Amount payable on assured allotment when applied in full悉數申請認購保證配額時應繳款項Box C HK$丙欄 港元Number of Offer Shares applied for申請認購之發售股份數目Application can only be made by the registered Qualifying Shareholder(s) named above.認購申請僅可由名列上文已登記之合資格股東作出。 Remittance enclosedPlease enter in Box D the number of Offer Shares applied for and the amount of remittance enclosed (calculated as the number of Offer Shares applied for multiplied by HK$0.08) Box D丁欄 隨附股款HK$港元請於丁欄填寫所申請認購之發售股份數目及隨附之股款金額（以申請認購之發售股份數目乘以 0.08 港元計算）----- End of picture text -----

You are entitled to apply for any number of Offer Shares which is equal to or less than your assured allotment shown in Box B above by filling in this Application Form. Subject to the terms and conditions as mentioned in the Prospectus and this Application Form, such assured allotment is made to the Shareholders whose names were on the register of members of the Company and who were Qualifying Shareholders on the basis of an assured allotment of one (1) Offer Shares for every two (2) New Shares held on Wednesday, 14 September 2016. If you wish to apply for any Offer Shares, you should complete and sign this Application Form and lodge the form together with the appropriate remittance for the full amount payable in respect of the Offer Shares applied for with Tricor Tengis Limited, the Company’s branch share registrar and transfer office in Hong Kong, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong. All remittance(s) for application of Offer Shares under this Application Form must be in Hong Kong dollars and made payable to “ Birmingham International Holdings Limited (Receivers Appointed) ” and crossed “ Account Payee Only ” and comply with the procedures set out overleaf. No application for Offer Shares can be made by any person who is an Excluded Shareholder.

閣下可透過填寫本申請表格申請認購相等於或少於上文乙欄所列 閣下獲保證配發之任何發售股份數目。在發售章程及本申請表格所述之條款及條件之規限下，有關保證配發乃向名列於本公司股東名冊且屬合 資格股東之股東作出，基準為按於二零一六年九月十四日（星期三）每持有兩 (2) 股新股份獲保證配發一 (1) 股發售股份。 閣下如欲申請認購任何發售股份，應填妥及簽署本申請表格，並將表格連同就所申請認 購發售股份應繳之全數適當股款，一併交回本公司之香港股份過戶登記分處卓佳登捷時有限公司，地址為香港皇后大道東 183 號合和中心 22 樓。根據本申請表格申請認購發售股份之所有申請股款必須以港元 支付，且須註明抬頭人為「 Birmingham International Holdings Limited (Receivers Appointed) 」及以「只准入抬頭人賬戶」方式劃線開出，並須遵循背頁所載手續。任何為除外股東之人士不得申請認購發售股 份。

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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)

CONDITIONS

1. No Excluded Shareholder is permitted to apply for any Offer Shares.

2. No receipt will be issued in respect of any Application Form and application monies received.

3. Completion of this Application Form will constitute an instruction and authority by the applicant(s) to the Company and/or Tricor Tengis Limited or any person nominated by it for the purpose, on behalf of the applicant(s), to execute any registration of this Application Form or other documents and, generally, to do all such other things as such company or person may consider necessary or desirable to effect registration in the name of the applicant(s) of the Offer Shares applied for or any lesser number in accordance with the arrangements described in the Prospectus.

4. The applicant(s) of the Offer Shares undertake to sign all documents and to do all other acts necessary to enable it/him/her/them to be registered as the holder(s) of the Offer Shares which it/he/she/they has/have applied for subject to the memorandum and articles of association of the Company.

5. Your right to apply for the Offer Shares is not transferable.

6. The Company reserves the right to refuse any application for Offer Shares which does not comply with the procedures set out herein and in the Prospectus.

7. The Open Offer is conditional upon, among other things, the Underwriting Agreement having become unconditional and not being terminated in accordance with the terms and conditions thereof as set out in the section headed “Termination of the Underwriting Agreement” of this Application Form, and completion of the Subscriptions. Accordingly, the Open Offer may or may not proceed.

8. No person receiving a copy of the Prospectus and/or the Application Form in any territory outside Hong Kong may treat it as an offer or an invitation to apply for the Offer Shares, unless in a territory where such an offer or invitation could lawfully be made without compliance with any registration or other legal and regulatory requirements thereof. It is the responsibility of any person receiving the Prospectus and/or the Application Form outside Hong Kong wishing to make an application for the Offer Shares to satisfy himself/herself/itself before subscribing for the assured allotted Offer Shares, as to the full observance of the laws and regulations of all relevant jurisdiction, including obtaining any governmental or other consents, and to pay any taxes and duties required to be paid in such jurisdiction in connection therewith. Completion and return of this Application Form by any person outside Hong Kong will constitute a warranty and representation by the relevant applicant(s) to the Company that all registration, legal and regulatory requirements of all relevant territories in connection with the acceptance of the Offer Shares have been duly complied with by such applicant(s). For the avoidance of doubt, neither HKSCC nor HKSCC Nominees Limited is subject to any of the representations and warranties. If you are in any doubt as to your position, you should consult your professional advisers.

PROCEDURES FOR APPLICATION

You may apply for such number of Offer Shares which is equal to or less than your assured allotment set out in Box B by filling in this Application Form.

To apply for such number of Offer Shares which is less than your assured allotment, you must enter in Box D of this Application Form the number of Offer Shares for which you wish to apply and the total amount payable (calculated as the number of Offer Shares applied for multiplied by HK$0.08). If the amount of the corresponding remittance received is less than that required for the number of Offer Shares inserted, the applicant(s) will be deemed to have applied for such lesser number of Offer Shares for which full payment has been received.

If you wish to apply for the exact number of Offer Shares set out in Box B of this Application Form, this number should be inserted in Box D of this Application Form. If no number is inserted, you will be deemed to have applied for the number of Offer Shares for which full payment has been received.

This Application Form, when duly completed, to which the appropriate remittance should be stapled accordingly and folded once and must be lodged to Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong by no later than 4:00 p.m. on Friday, 30 September 2016. All remittance(s) must be made in Hong Kong dollars and cheques must be drawn on an account with, or cashier orders must be issued by, a licensed bank in Hong Kong and made payable to “ Birmingham International Holdings Limited (Receivers Appointed) ” and crossed “ Account Payee Only ”. Unless this Application Form together with the appropriate remittance shown in Box C or Box D (as the case may be) of this Application Form has been received by 4:00 p.m. on Friday, 30 September 2016, your right to apply for the Offer Shares and all rights in relation thereto shall be deemed to have been declined and will be cancelled.

TERMINATION OF THE UNDERWRITING AGREEMENT

If, prior to the Latest Time for Termination of the Underwriting Agreement (provided that if the date of the Latest Time for Termination of the Underwriting Agreement shall be a Business Day on which a tropical cyclone warning signal no. 8 or above or a black rainstorm warning signal is or remains in force in Hong Kong between 9:00 a.m. and 4:00 p.m. on that day, the date of the latest time for termination of the Underwriting Agreement shall be the next Business Day on which no tropical cyclone warning signal no. 8 or above and no black rainstorm warning signal is or remains in force in Hong Kong between 9:00 a.m. and 4:00 p.m. on that day):

• (a) there develops, occurs, exists or comes into force any event whereby in the absolute opinion of the Underwriter, the success of the Open Offer or the business or financial condition or prospects of the Group would, might be or is likely to be adversely affected or which makes it inadvisable or inexpedient to proceed with the Open Offer, including:

  • (i) the introduction of any new law or regulation or any change in existing laws or regulations (or any change in the judicial interpretation thereof) whether in Hong Kong or elsewhere; or

  • (ii) any change or deterioration (whether or not permanent) in local, national or international, economic, financial, political or military conditions or any event beyond the control of the Company (including, without limitations, acts of government, strikes, wars, acts of violence, acts of terrorism, sabotage, raids, attacks, explosion, flooding, civil commotion, terrorist attack, acts of God or accident); or

  • (iii) any change or deterioration (whether or not permanent) in local, national or international securities market conditions; or

  • (iv) without prejudice to the sub-clauses (ii) and (iii) above, the imposition of any moratorium, suspension or material restriction on trading in securities generally on the Stock Exchange due to exceptional financial or political circumstances or otherwise; or

  • (v) any local, national or international outbreak or escalation of hostilities, insurrection or armed conflict; or

• (b) there comes to the notice of the Underwriter or the Underwriter shall have reasonable cause to believe that any of the undertakings or other obligations expressed to be assumed by or imposed on the Company under the Underwriting Agreement have not been complied with in any respect; or

• (c) any statement contained in the Prospectus has become or been discovered to be untrue, incorrect, incomplete or misleading in any material respect, or matters have arisen or have been discovered which would, if the Prospectus was issued at the time, constitute a material omission therefrom,

• the Underwriter shall be entitled by notice in writing to the Company, served prior to the Latest Time for Termination of the Underwriting Agreement, to terminate the Underwriting Agreement.

CHEQUES AND CASHIER ORDERS

All cheques and cashier orders accompanying completed Application Form will be presented for payment upon receipt and all interests earned on such monies (if any) will be retained for the benefit of the Company. Completion and return of the Application Form together with a cheque and/or cashier order in payment for the Offer Shares accepted will constitute a warranty by the applicant(s) that the cheque and/or cashier order will be honoured on first presentation. Any application in respect of which the accompanying cheque or cashier order is dishonoured on first presentation is liable to be rejected, and in that event the assured entitlement and all rights thereunder will be deemed to have been declined and will be cancelled.

STATUS OF THE OFFER SHARES

When allotted, issued and fully paid, the Offer Shares will rank pari passu in all respects with the then New Shares in issue on the date of allotment and issuance of the Offer Shares, including the right to receive all future dividends and distributions which may be declared, made or paid on or after such date.

SHARE CERTIFICATES AND REFUND CHEQUES FOR THE OPEN OFFER

Subject to the Open Offer becoming unconditional, certificates for all fully paid Offer Shares shall be despatched by ordinary post to those Qualifying Shareholders who have accepted and paid for their Offer Shares by Tuesday, 11 October 2016, at their own risk. Each applicant will receive one share certificate for all relevant Offer Shares registered under its/his/her/their name. Refund cheques in respect of the Offer Shares if the Open Offer is terminated shall be despatched by ordinary post to the applicants at their own risk by Tuesday, 11 October 2016.

GENERAL

Lodgement of this Application Form purporting to have been signed by the person(s) in whose favour it has been issued, shall be conclusive evidence of the title of the party (parties) lodging it to deal with the same and to receive relevant certificates of the Offer Shares.

This Application Form and any application for the Offer Shares pursuant to it shall be governed by, and construed in accordance with, the laws of Hong Kong.

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

(Receivers Appointed) （已委任接管人）

(Incorporated in the Cayman Islands with limited liability)

（於開曼群島註冊成立的有限公司）

(Stock Code: 2309) （股份代號： 2309 ）

To: Birmingham International Holdings Limited (Receivers Appointed)

致：伯明翰環球控股有限公司（已委任接管人）

Dear Sirs,

I/We, being the registered holder(s) of the New Shares stated overleaf, enclose a remittance** for the amount payable in full on application for the number of Offer Shares at the Offer Price of HK$0.08 per Offer Share specified in Box B (or, if and only if Box D is completed, in Box D). I/We accept the number of Offer Shares on the terms and conditions of the Prospectus dated 15 September 2016 and this Application Form and subject to the memorandum and articles of association of the Company, and I/ we hereby undertake and agree to apply for the same or any lesser number of such Offer Shares in respect of which this application may be made. I/We authorise the Company to place my/our name(s) on the register of members as the holder(s) of such Offer Shares or any lesser number of Offer Shares as aforesaid and to send the share certificate(s) in respect thereof by ordinary post at my/our risk to the address specified overleaf. I/We have read the conditions and procedures for application set out overleaf and agree to be bound thereby.

By signing this form, I/we declare that I/we am/are not (an) Excluded Shareholder(s) and my/our application for the Offer Shares does not violate any applicable securities or other laws or regulations of any jurisdiction outside Hong Kong.

敬啟者：

本人╱吾等為背頁所列新股份之登記持有人，現申請認購乙欄（或倘及僅倘已填妥丁欄，則丁欄）指定之發售股份數目，並附上按每股發售股份 0.08 港元之發售價計 算須於申請時繳足之全數股款 **。本人╱吾等謹此依照日期為二零一六年九月十五日之發售章程及本申請表格所載之條款及條件，以及在 貴公司組織章程大綱及 細則之規限下，接納有關數目之發售股份，而本人╱吾等謹此承諾並同意申請認購相等於或少於與本申請有關之發售股份數目。本人╱吾等謹此授權 貴公司將本 人╱吾等之姓名╱名稱列入股東名冊，作為上述有關數目或較少數目之發售股份之持有人，並授權 貴公司將有關股票按背頁所示地址以普通郵遞方式寄予本人╱ 吾等，郵誤風險概由本人╱吾等自行承擔。本人╱吾等已細閱背頁所載各項申請條件及手續，並同意受其約束。

透過簽署本表格，本人╱吾等聲明本人╱吾等並非除外股東，而本人╱吾等申請認購發售股份並無違反香港以外任何司法權區之任何適用證券或其他法律或法規。

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----- Start of picture text ----- Contact telephone number:聯絡電話號碼：----- End of picture text -----

Signature(s) of Qualifying Shareholder(s) (all joint Qualifying Shareholder(s) must sign) 合資格股東簽署 （所有聯名合資格股東均須簽署）

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----- Start of picture text ----- (1) (2) (3) (4)Date: 2016日期：二零一六年 月 日Details to be filled in by Qualifying Shareholder(s):請合資格股東填妥以下詳情：Number of Offer Shares Total amount of remittanceapplied for (being the total (being the total amountnumber specified in Box D, specified in Box D,Name of bank on which cheque/ Cheque/cashieror failing which, the total or failing which, the totalcashier order is drawn order numbernumber specified in Box B) amount specified in Box C) 支票╱銀行本票之付款銀行名稱 支票╱銀行本票號碼申請認購發售股份數目 股款總額（即丁欄所列明之股款（即丁欄所列明之總數， 總額，如未有填妥，如未有填妥，則乙欄所列明之總數） 則丙欄所列明之股款總額）HK$港元----- End of picture text -----

• ** Cheque or cashier order should be made payable to “ Birmingham International Holdings Limited (Receivers Appointed) ” and crossed “ Account Payee Only ” (see the section headed “ PROCEDURES FOR APPLICATION ” on the reverse side of this Application Form).

• ** 支票或銀行本票須以「 Birmingham International Holdings Limited (Receivers Appointed) 」為抬頭人並以「只准入抬頭人賬戶」方式劃線開出（詳情請參閱本申 請表格背頁「申請手續」一節）。

Valid application for such number of Offer Shares which is less than or equal to an applicant’s assured allotment will be accepted in full, assuming that the conditions of the Open Offer have been satisfied. If no number is inserted in the boxes above, you will be deemed to have applied for the number of Offer Shares for which payment has been received. If the amount of the remittance is less than that required for the number of Offer Shares inserted, you will be deemed to have applied for the number of Offer Shares for which payment has been received. Application will be deemed to have been made for a whole number of Offer Shares. No receipt will be given for the remittance.

假設公開發售之條件獲達成，認購發售股份數目少於或相等於申請人獲保證配發之有效申請將獲全數接納。倘以上各欄內並無填上數目，則 閣下將被視 作申請認購已收款項所代表之發售股份數目。倘股款金額少於上欄所填數目之發售股份所需股款，則 閣下將被視作申請認購已收款項所代表之發售股份 數目。申請將被視作為申請認購完整之發售股份數目而作出。概不會就股款發出任何收據。