ZO Future Group — Proxy Solicitation & Information Statement 2014

Dec 15, 2014

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BIRMINGHAM INTERNATIONAL HOLDINGS LIMITED 伯明翰環球控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2309)

FORM OF pROxy FOR uSE AT THE ANNuAL GENERAL MEETING (THE “MEETING”) TO BE HELD ON TuESDAy, 23 DECEMBER 2014

I/We 1 of being a member of Birmingham International Holdings Limited (the “ Company ”) and the registered holder(s) of shares 2 of HK$0.01 each in the capital of the Company, HEREBY APPOINT THE CHAIRMAN OF THE MEETING, or 3 of as my/our proxy to vote and act for me/us at the Meeting (and at any adjournment thereof) of the Company be held at Hong Kong Gold Coast Hotel, Function Room F, Riviera, Lobby Floor, 1 Castle Peak Road, Gold Coast, New Territories, Hong Kong on Tuesday, 23 December 2014 at 9:30 a.m. for the purpose of considering and, if thought fit, passing, with or without modification, the resolution set out in the notice convening the Meeting (the “ Notice ”) and at such Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolution as indicated below, or if no such indication is given, as my/our proxy thinks fit.

	ORDINARy RESOLuTIONS	ORDINARy RESOLuTIONS	ORDINARy RESOLuTIONS	ORDINARy RESOLuTIONS	FOR4	AGAINST4
1.2.	To receive, consider and adopt the audited consolidated financial statements, the reportof the directors of the Company (the “Directors”) and the report of the auditors of theCompanyfor the yearended30June2014.
	(A)Tore-elect Mr. CheungKwai Nangasanexecutive directorof the Company;
	(B)Tore-elect Mr.Peter Pannuasanexecutive directorof the Company;
	(C)To re-elect Mr. Wong Ka Chun, Carson as an independent non-executivedirectorof the Company;
	(D)Tore-elect Mr.PanagiotisPavlakisasanexecutive directorof the Company;
	(E)To re-elect Mr. Liu Enxue as an independent non-executive director of theCompany;
	(F)To re-elect Mr. Li Hanguo as an independent non-executive director of theCompany.
3.	To appoint KTC Partners CPA Limited as auditors of the Company and to authorisethe board of Directorstofix their remuneration.
4.	(A)To grant a general mandate to the Directors to issue, allot and deal with newshares of the Company.
	(B)To grant a general mandate to the Directors to repurchase shares of theCompany.
	(C)To extend the general mandate granted to the Directors to allot, issue anddeal with the additional shares of the Company by the number of sharesrepurchased.
Dated this		day of	2014Signature5:

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CApITALS .

2. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

3. If any proxy other than the Chairman is preferred, strike out “Chairman of the meeting” and insert the name and address of the proxy desired in the space provided. ANy ALTERATION MADE TO THIS FORM OF pROxy MuST BE INITIALLED By THE pERSON WHO SIGNS IT.

4. IMpORTANT: IF yOu WISH TO VOTE FOR ANy RESOLuTIONS, TICK THE AppROpRIATE BOxES MARKED “FOR”. IF yOu WISH TO VOTE AGAINST ANy RESOLuTIONS, TICK THE AppROpRIATE BOxES MARKED “AGAINST”. Failure to complete any or all the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to the Notice convening the Meeting.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorised.

6. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company.

7. To be valid, this form of proxy, together with any power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s branch share registrar, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 48 hours before the appointed time for the holding of the Meeting (or at any adjournment thereof).

8. A proxy need not be a member of the Company but must attend the Meeting in person to represent you.

9. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish and in such event, this form of proxy shall be deemed to be revoked.