ZO Future Group — Capital/Financing Update 2017

Nov 27, 2017

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 SPORTS HOLDINGS LIMITED 伯明翰體育控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2309)

COMPLETION OF MAJOR TRANSACTION RELATING TO

(I) THE ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF A COMPANY IN CAMBODIA;

(II) THE CONSTRUCTION OF A COMMERCIAL AND EDUCATIONAL BUILDING IN CAMBODIA; AND

(III) THE ACQUISITION OF PROPERTIES IN CAMBODIA

Reference is made to the circular of Birmingham Sports Holdings Limited (the “ Company ”) dated 31 October 2017 (the “ Circular ”). Unless the context otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Circular.

COMPLETION OF AGREEMENTS

The Board is pleased to announce that all the conditions precedent of the Agreements have been fulfilled and completion of the Agreements took place on 27 November 2017. The Consideration Shares, i.e., in aggregate 2,086,551,000 new Shares, were allotted and issued at the Issue Price pursuant to the terms and conditions of the Agreements.

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EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, the following table illustrates the shareholding structure of the Company immediately before and after the allotment and issue of the Consideration Shares:

	Immediately before the	Immediately before the	Immediately after the	Immediately after the
	allotment and issue of		allotment and issue of
Name of shareholder	the Consideration Shares		the Consideration Shares
		Approximate		Approximate
	Number of	percentage of	Number of	percentage of
	Shares	issued Share	Shares	issued Share
Trillion Trophy_(Note 1)_	3,825,000,000	60.78%	3,825,000,000	45.65%
Ever Depot_(Note 2)_	–	–	2,086,551,000	24.90%
Public Shareholders	2,468,154,672	39.22%	2,468,154,672	29.45%
Total	6,293,154,672	100.00%	8,379,705,672	100.00%

Notes:

• (1) Trillion Trophy is a wholly-owned subsidiary of Wealthy Associates which in turn is wholly-owned by Mr. Suen.

• (2) Ever Depot is a wholly-owned subsidiary of GRED.

By Order of the Board Birmingham Sports Holdings Limited Zhao Wenqing Chairman

Hong Kong, 27 November 2017

As at the date of this announcement, the Board comprises nine Directors, namely Mr. Zhao Wenqing (Chairman), Mr. Huang Dongfeng (Chief Executive Officer), Ms. Chan Yuk Yee, Mr. Yiu Chun Kong and Mr. Hsiao Charng Geng as Executive Directors; Mr. Sue Ka Lok as Non-executive Director; and Mr. To Yan Ming, Edmond, Mr. Pun Chi Ping and Ms. Leung Pik Har, Christine as Independent Non-executive Directors.

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