ZO Future Group — Capital/Financing Update 2018

Dec 21, 2018

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)

INSIDE INFORMATION SUPPLEMENTAL FACILITY AGREEMENT WITH CONTROLLING SHAREHOLDER

This announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Reference is made to the announcement of Birmingham Sports Holdings Limited (the “Company”) dated 21 December 2016 in relation to the facility agreement dated 21 December 2016 entered into between the Company as borrower and Trillion Trophy as lender in respect of provision of a revolving loan facility of up to HK$250 million (the “Announcement”). Unless the context otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

On 21 December 2018 (after trading hours), the Company and Trillion Trophy entered into a Supplemental Facility Agreement (the “Supplemental Facility Agreement”), pursuant to which:

1. The facility period has been extended from the period ending on 31 December 2018 to the period ending on the earlier of 31 December 2020 and the date on which the Facility is cancelled or terminated pursuant to the Facility Agreement (or other date as agreed between the Company and Trillion Trophy).

2. The repayment date has been extended from 31 December 2018 to 31 December 2020.

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Save as amended and supplemented by the Supplemental Facility Agreement as disclosed above, the other terms of the Facility Agreement remain unchanged and legally binding on the Company and Trillion Trophy.

As at the date of this announcement, Trillion Trophy is interested in 3,825,000,000 Shares, representing approximately 32.4% of the issued share capital of the Company. Trillion Trophy is the controlling shareholder and hence a connected person of the Company. The transactions contemplated under the Facility Agreement as amended and supplemented by the Supplemental Facility Agreement constitute financial assistance to the Company under the Listing Rules. Pursuant to Rule 14A.90 of the Listing Rules, such financial assistance received by the Company from Trillion Trophy is fully exempt from the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules as it is conducted on normal commercial terms or better and it is not secured by the assets of the Group.

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

Hong Kong, 21 December 2018

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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