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ZO Future Group Major Shareholding Notification 2014

Feb 4, 2014

50510_rns_2014-02-04_337e8d86-a219-439d-adf9-a3b6d4002998.pdf

Major Shareholding Notification

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For Main Board and GEM listed issuers

==> picture [139 x 67] intentionally omitted <==

Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 31/01/2014

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer Birmingham International Holdings Limited Date Submitted 4 February 2014

I. Movements in Authorised Share Capital

  1. Ordinary Shares
1. Ordinary Shares 1. Ordinary Shares 1. Ordinary Shares 1. Ordinary Shares 1. Ordinary Shares
(1) Stock code :
02309
Description :
No. of ordinary
shares
Balance at close of preceding month
10,000,000,000
Increase/(decrease)
Nil
Balance at close of the month
10,000,000,000		 Birmingham Intl
Par value
(HK$)
Authorised share
capital
(HK$)
0.01
100,000,000.00
Nil
0.01
100,000,000.00
Par value
(HK$)
0.01
0.01
Nil
10,000,000,000
(2) Stock code :
N/A
Description :
No. of ordinary
shares
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month
Par value
(State
currency)

For Main Board and GEM listed issuers

2. Preference Shares

2.PreferenceShares 2.PreferenceShares 2.PreferenceShares 2.PreferenceShares 2.PreferenceShares 2.PreferenceShares
Stock code :
N/A
Description :
No. of preference
shares
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month		 N/A
Par value
(State
currency)
Authorised share
capital
(State currency)
Par value
(State
currency)
3. OtherClasses ofShares
Stock code :
N/A
Description :
No. of other
classes of shares
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month		 N/A
Par value
(State
currency)
Authorised share
capital
(State currency)
Par value
(State
currency)
Total authorised share capital at the end of the month (HK$): 100,000,000.00

For Main Board and GEM listed issuers

II. Movements in Issued Share Capital

Balance at close of
preceding month
Increase/ (decrease) during
the month
Balance at close of the
month		 No. of ordinary shares
(1)
(2)		 No. of ordinary shares
(1)
(2)		 No of preference
shares
No. of other classes
of shares		 No of preference
shares
No. of other classes
of shares
3,887,753,400
Nil
3,887,753,400		 N/A
N/A
N/A		 N/A
N/A
N/A		 N/A
N/A
N/A

III. Details of Movements in Issued Share Capital

III. Details of Movements in Issued Share Capital III. Details of Movements in Issued Share Capital III. Details of Movements in Issued Share Capital III. Details of Movements in Issued Share Capital III. Details of Movements in Issued Share Capital III. Details of Movements in Issued Share Capital
Share Options (under Share Option Schemes of the Issuer)

Particulars of share
option scheme
including EGM
approval date
(dd/mm/yyyy) and
class of shares
issuable


Movement duringthe month		 No. of new shares of
issuer issued during
the month pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant thereto
as at close of the month
Granted Exercised Cancelled Lapsed
1.
(/ /)
shares
N/A
N/A
N/A
N/A
(Note 1)
2.
(/ /)
shares
(Note 1)
3.
(/ /)
shares
(Note 1)
Total A. (Ordinary shares)
(Preference shares)
(Other class)
Total funds raised during the month from exercise of
options(State currency)
N/A		 1. N/A N/A
N/A
N/A
N/A		 N/A
(/ /)
shares
(Note 1)
2.
(/ /)
shares
(Note 1)
3.
(/ /)
shares

For Main Board and GEM listed issuers

Warrants to Issue Shares of the Issuer which are to be Listed

Description of warrants
(Date of expiry- dd/mm/yyyy)		 Description of warrants
(Date of expiry- dd/mm/yyyy)		 Description of warrants
(Date of expiry- dd/mm/yyyy)		 Currency of
nominal
value
Nominal value at
close of
precedingmonth
Exercised
during the
month		 Currency of
nominal
value
Nominal value at
close of
precedingmonth
Exercised
during the
month		 Nominal value
at close of the
month		 Nominal value
at close of the
month
No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be issued
pursuant
thereto as at
close of the
month
No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be issued
pursuant
thereto as at
close of the
month
1. N/A N/A N/A
N/A
N/A
N/A		 N/A
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
2.
(/ / )
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
3.
(/ / )
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
4.
(/ / )
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
(/ / )

For Main Board and GEM listed issuers Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed)

Class and description Class and description Currency of
amount
outstanding		 Amount at close
of preceding
month
Converted
during the
month		 Amount at
close of the
month		 Amount at
close of the
month		 No. of new
shares of
issuer issued
during the
month
pursuant
thereto		 No. of new
shares of
issuer which
may be issued
pursuant
thereto as at
close of the
month		 No. of new
shares of
issuer which
may be issued
pursuant
thereto as at
close of the
month
1. N/A N/A N/A N/A N/A
N/A		 N/A
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy))
2.
(/ /)
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
3.
(/ /)
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
4.
(/ /)
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
(/ /)
N/A
N/A

For Main Board and GEM listed issuers Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including Options (other than under Share Option Schemes)


(other than under Share Option Schemes)
(other than under Share Option Schemes)		 , ,
Full particulars including EGM approval date (dd/mm/yyyy),
ifapplicable, and class ofsharesissuable:		 No. of new shares of
issuer issued during
the month pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant thereto
as at close of the month
1.
2.
3.
4.		 Proposed issue of 1,260,000,000 PlacingShares at the Nil
Nil
Nil
Nil
Nil
N/A
N/A		 Nil
PlacingPrice of HK$0.05per PlacingSharepursuant to
PlacingAgreement dated 12 November 2013.
For details, please refer to the circular dated 17 January 2014
EGM approval date (05/02/2014)
Ordinary shares (Note 1)
Proposed issue of the First Convertible Bond to theprincipal Nil
amount of HK$50,000,000.00 with a Conversion Price of
HK$0.03per First Conversion Share(a total of 1,666,666,666
First Conversion Shares,subject to adjustmentprovisions,to be
issued upon conversion) pursuant to First CB Subscription
Agreement dated 12 November 2013 and amendedpursuant to the
First Deed of Variation dated 19 November 2013.
For details, please refer to the circular dated 17 January 2014
EGMapprovaldate (05/02/2014)
Ordinary shares_(Note 1)_
Proposed issue of the Second Convertible Bond to theprincipal Nil
amount of HK$125,000,000.00(after adjustment)with a
Conversion Price of HK$0.03per Second Conversion Share
(a total of 4,166,666,666 Second Conversion Shares subject to
adjustmentprovisions,to be issued upon conversion) pursuant to
Second CB Subscription Agreement dated 12 November 2013
and amendedpursuant to the Second Deed of Variation dated 19
November 2013.
Fordetails, pleasereferto the circulardated17 January2014
EGM approval date (05/02/2014)
Ordinary shares (Note 1)
Proposed issue of the Debt Convertible Bond to the principal Nil
amount ofapproximatelyHK$193,500,000.00 witha Conversion
Price of HK$0.03 per Debt Conversion Share (a maximum of
6,450,000,000new Shares subject to adjustment provisions, to be
issued upon conversion) pursuant to the Debt Capitalisation
Agreement and the Subscription Agreement to be entered into.
Fordetails, pleasereferto the circulardated17 January2014
EGM approval date (05/02/2014)
Total D. (Ordinary shares)
(Preference shares)
(Other class)

For Main Board and GEM listed issuers

Other Movements in Issued Share Capital

Other Movements in Issued Share Capital
Type of Issue No. of new
shares of issuer
issued during the
month pursuant
thereto		 No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month
1. Rights issue
At price :
State
currency		 Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
__
( / / )
( / / )		 N/A N/A
2. Open offer
At price :
State
currency		 Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
__
( / / )
( / / )		 N/A N/A
3. Placing
At price :
State
currency		 Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
__
( / / )
( / / )		 N/A N/A
4. Bonus issue Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
__
( / / )
( / / )		 N/A N/A

For Main Board and GEM listed issuers

Type of Issue No. of new
shares of issuer
issued during the
month pursuant
thereto		 No. of new
shares of issuer
issued during the
month pursuant
thereto		 No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month
5. Scrip
dividend
At price :
State
currency		 Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
__
( / / )
( / / )		 N/A N/A
6. Repurchase of
shares		 Class
of
shares
repurchased_(Note 1)
Cancellation date :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A N/A
7. Redemption
of shares		 Class
of
shares
redeemed_(Note 1)
Redemption date :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A N/A
8. Consideration
issue
At price :
State
currency		 Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
__
( / / )
( / / )		 N/A N/A
For Main Board and GEM listed issuers For Main Board and GEM listed issuers For Main Board and GEM listed issuers For Main Board and GEM listed issuers For Main Board and GEM listed issuers
Type of Issue No. of new
shares of issuer
issued during the
month pursuant
thereto		 No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month
9. Capital
reorganisation		 Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
__
( / / )
( / / )		 N/A N/A
10. Other
(Please
specify)		 At price :
State
currency		 Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
__
( / / )
( / / )		 N/A N/A
Total E. (Ordinary shares)
(Preference shares)
(Other class)		 N/A
N/A
N/A
Total increase /~~(decrease)~~
in ordinary shares during the month (i.e. Total of A to E):
(1)
Nil
(2)
N/A
Total increase / (decrease) in preference shares during the month (i.e. Total of A to E):
N/A
Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to E):
N/A
(Thesefigures should be the same as the relevantfigures under II above(“Movements in Issued Share Capital”).)		 Nil
N/A
N/A
N/A

For Main Board and GEM listed issuers

Remarks (if any): N/A

Submitted by: Tricor Tengis Limited Title: Branch Share Registrar (Director, Secretary or other duly authorised officer)

Notes :

1. State the class of shares (e.g. ordinary, preference or other).

2. If there is insufficient space, please append the prescribed continuation sheet.

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