ZO Future Group — Capital/Financing Update 2020

Dec 22, 2020

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 only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

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COMPLETION OF PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agent

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Reference is made to the announcement of the Birmingham Sports Holdings Limited (the “Company”) dated 8 December 2020 in relation to placing of new Shares under General Mandate (the “Announcement”). Unless otherwise defined, capitalised terms used herein shall have the respective meaning as those defined in the Announcement.

COMPLETION OF THE PLACING

The Board is pleased to announce that all conditions set out in the Placing Agreement have been fulfilled and completion of the Placing took place on 22 December 2020 in accordance with the terms and conditions of the Placing Agreement. The 516,400,000 Placing Shares, representing approximately 2.83% of the issued share capital of the Company immediately after the completion of the Placing, were allotted and issued to not less than six independent Placees at the Placing Price pursuant to the terms and condition of the Placing Agreement.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, (i) each of the Placees and, where appropriate, their respective ultimate beneficial owner(s), is third parties independent of and not connected with the Company and its connected persons; and (ii) none of the Placees has become a substantial Shareholder (within the meaning of the Listing Rules) upon completion of the Placing. The net proceeds from the Placing are approximately HK$68.5 million which will be used for the following purposes: (i) approximately HK$61.7 million, or 90.0% for repayment of debts to lower the gearing ratio and finance costs of the Group; and (ii) approximately HK$6.8 million, or 10.0% for the general working capital of the Group.

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EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

The shareholding structure of the Company (i) immediately before the Completion and (ii) upon the Completion are set out below:

Immediately before the

	Immediately before the	Immediately before the
Shareholders	Completion		Upon the	Completion
	Number of	Approximate	Number of	Approximate
	Shares	% of the total	Shares	% of the
		issued		total issued
		Shares		Shares(4)
Substantial Shareholders
Trillion Trophy Asia Limited(1)	5,425,000,000	30.63%	5,425,000,000	29.76%
Ever Depot Limited(2)	4,539,161,000	25.63%	4,539,161,000	24.90%
Dragon Villa Limited(3)	3,294,366,000	18.60%	3,294,366,000	18.07%
Public Shareholders
The Placees	-	-	516,400,000	2.83%
Other public Shareholders	4,451,495,508	25.14%	4,451,495,508	24.42%
Total :	17,710,022,508	100.00%	18,226,422,508	100.00%

Notes:

• (1) Trillion Trophy Asia Limited is a wholly-owned subsidiary of Wealthy Associates International Limited which in turn is wholly-owned by Mr. Suen Cho Hung, Paul.

• (2) Ever Depot Limited is a wholly-owned subsidiary of Graticity Real Estate Development Co., Ltd. which in turn is wholly-owned by Mr. Vong Pech.

• (3) Dragon Villa Limited is wholly-owned by Mr. Lei Sutong.

• (4) The percentage of the Shares are rounded to the nearest two decimal places, and the total number of the percentages may not be equal to 100% due to rounding.

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

Hong Kong, 22 December 2020

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

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