ZO Future Group — Capital/Financing Update 2016

Aug 5, 2016

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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

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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)

(1) DESPATCH OF CIRCULAR;

(2) REVISED EXPECTED TIMETABLE FOR THE PROPOSED RESTRUCTURING; AND

(3) CONTINUOUS SUSPENSION OF TRADING

References are made to the announcements of Birmingham International Holdings Limited (Receivers Appointed) (the “ Company ”) dated 6 June 2016 (the “ Announcement ”) and 8 June 2016 in relation to, among other things, the Proposed Restructuring, the announcements of the Company dated 27 June 2016, 8 July 2016 and 19 July 2016 in relation to the delay in despatch of the Circular and continuous suspension of trading in the Shares, and the circular of the Company dated 5 August 2016 (the “ Circular ”) in relation to, among other things, the Proposed Restructuring. Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Circular.

DESPATCH OF CIRCULAR

The Circular containing, among other things, further information in respect of (i) the status of the Resumption; (ii) the Capital Reorganisation and the proposed change in board lot size; (iii) the Open Offer including the Underwriting Agreement; (iv) the Subscriptions; (v) the Whitewash Waiver; (vi) the Settlement Agreements; (vii) the Special Deals; (viii) a letter from the Independent Board Committee; (ix) a letter of advice from the Independent Financial Adviser; and (x) a notice of the EGM, has been despatched to the Shareholders on 5 August 2016.

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REVISED EXPECTED TIMETABLE

The expected timetable for the Proposed Restructuring as set out in the Announcement has been revised. The revised expected timetable for the Proposed Restructuring, which has been set out in the Circular, is as follows:

Latest time for lodging proxy forms for the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Saturday, 27 August 2016 Expected date of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Monday, 29 August 2016 Publication of announcement in relation to poll results of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 29 August 2016 Expected effective date of the Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 27 September 2016 Effective date of change in board lot size from 2,000 Shares to 20,000 New Shares . . . . . . . . . . . . . . . . . . . . . . Tuesday, 27 September 2016 First day of free exchange of existing certificates for the Shares into new share certificates for the New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 27 September 2016 Last day of cum-entitlements of the New Shares . . . . . . . . . . . . . . . .Wednesday, 28 September 2016 First day of ex-entitlements of the New Shares . . . . . . . . . . . . . . . . . . Thursday, 29 September 2016 Latest time for lodging transfer of the New Shares in order to qualify for the Open Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Friday, 30 September 2016 Closure of register of members to determine the eligibility of the Open Offer (both dates inclusive) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 3 October 2016 to Tuesday, 4 October 2016 Open Offer Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 4 October 2016 Register of members re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 5 October 2016

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Prospectus Posting Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 5 October 2016

Latest time for acceptance and payment for the Offer Shares . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Thursday, 20 October 2016 Latest time for the termination of the Underwriting Agreement . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday, 24 October 2016 Publication of the announcement in relation to the allotment results of the Open Offer . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 25 October 2016 Completion of the Open Offer, the Share Subscription and the New CN Subscription and despatch of certificates for the Offer Shares and the Subscription Shares and the New Convertible Notes . . . . . . . . . . .Wednesday, 26 October 2016 If the Open Offer is terminated, refund cheques to be despatched . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Wednesday, 26 October 2016 Publication of the announcement in relation to the completion of the Open Offer, the Share Subscription and the New CN Subscription . . . . . . . . . . . . . . . . . . . . .Wednesday, 26 October 2016 Restoration of public float . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 27 October 2016 Publication of the announcement for restoration of public float and fulfilment of resumption conditions . . . . . . . . . . . . . . . Thursday, 27 October 2016 Order granted by the High Court to discharge the Receivership Order and the release of the Receivers in respect of the receivership . . . . . . . . . . . . . . . . . . . . . Thursday, 27 October 2016 Completion of the PP Settlement Agreement (Note 1) . . . . . . . . . . . . . By Monday, 31 October 2016 Completion of the CY Settlement Agreement and the UC Settlement Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 31 October 2016 Resumption and dealing in the New Shares commence . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 31 October 2016 Designated broker starts to stand in the market to provide matching services for odd lot of New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 31 October 2016

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Publication of the announcement in relation to

the completion of the CY Settlement

Agreement and the UC Settlement Agreement . . . . . . . . . . . . . . . . . . . . Monday, 31 October 2016

• Designated broker ceases to stand in the

market to provide matching services

for odd lot of New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .close of business on

Monday, 21 November 2016

Last day of free exchange of existing share

certificates for the new share certificates . . . . . . . . . . . . . . . . . . . . Wednesday, 23 November 2016

Notes:

• (1) The PP Settlement Agreement constitutes a special deal under Rule 25 of the Takeovers Code and is subject to the Independent Shareholders passing at the EGM resolutions approving the Special Deal and the consent from the Executive in relation to the Special Deal. The PP Settlement Agreement is also subject to the obtaining of the approval of the PP Settlement Agreement by the High Court. Accordingly, completion of the PP Settlement Agreement is expected to take place upon the obtaining of the approval by the High Court.

• (2) The expected timetable set out above is tentative and for indicative purposes only, in particular, the events in relation to the Capital Reorganisation are conditional on the approval from the Grand Court. Dates or times specified in this circular for the Capital Reorganisation may be varied due to the timetable and the availability of the Grand Court and additional time required for compliance with regulatory requirements in the Cayman Islands and/or with any requirements imposed by the Grand Court, in particular, the registration by the Registrar of Companies of Cayman Islands of the order of the Grand Court confirming the Capital Reduction and the minute approved by the Grand Court containing the particulars required under Section 17 of the Cayman Companies Law in respect of the capital reduction is required for the Capital Reduction to become effective. Save for the aforesaid, there is no other regulatory consent required. Should there be any changes, the Company will issue further announcement(s) on the timetable as and when appropriate.

• (3) All references to time as stated in the above timetable are references to Hong Kong time unless otherwise specified.

Effect of bad weather on the latest time for acceptance of and payment for the Open Offer

If there is a tropical cyclone warning signal number 8 or above; or a “black” rainstorm warning:

• (i) in force in Hong Kong at any local time before 12:00 noon and no longer in force after 12:00 noon on the Latest Acceptance Date, the latest time for acceptance of and payment for the Offer Shares will not take place at 4:00 p.m. on the Latest Acceptance Date, but will be extended to 5:00 p.m. on the same day instead;

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• (ii) in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the Latest Acceptance Date, the latest time for acceptance of and payment for the Offer Shares will not take place on the Latest Acceptance Date, but will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:00 p.m.

If the latest time for acceptance of and payment for the Offer Shares does not take place on the Latest Acceptance Date, the dates mentioned in this section may be affected. Further announcement(s) will be made by the Company in such event.

CONTINUOUS SUSPENSION OF TRADING

At the request of the Company, trading in the Shares on the Stock Exchange was halted with effect from 10:21 a.m. on 4 December 2014. Trading in the Shares will remain suspended until further notice. The Company will make further announcements on the latest development of the Group as and when appropriate pursuant to the requirements of the Listing Rules.

The publication of this announcement does not indicate any decision or conclusion from the Stock Exchange nor warrant any approval from the Stock Exchange on the resumption of trading in the Shares. The transactions contemplated under the Proposed Restructuring are subject to the fulfilment of various conditions, and therefore may or may not materialise. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.

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, 5 August 2016

As at the date of this announcement, the Board comprises of six Directors, namely 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 and Mr. Lai Hin Wing Henry Stephen as independent nonexecutive Directors.

All Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

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