THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in ZO Future Group, you should at once hand this circular and the enclosed form of proxy to the purchaser or the transferee or to the licensed securities dealer, or to the bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of ZO Future Group.

ZO FUTURE GROUP

大豪末來集團

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2309)

CONNECTED TRANSACTION IN RELATION TO

SUBSCRIPTION OF NEW SHARES UNDER SPECIFIC MANDATE

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Financial adviser to the Company

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

SI 銀豐 SNGI

Silver Nile Global Investments Limited

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed "Definitions" of this circular, unless the context otherwise requires.

A letter from the Board is set out on pages 5 to 14 of this circular. A letter from the Independent Board Committee to the Independent Shareholders is set out on pages 15 to 16 of this circular. A letter from the Independent Financial Adviser containing its advice to the Independent Board Committees and the Independent Shareholders is set out on pages 17 to 35 of this circular.

A notice convening the EGM to be held by way of electronic means on Monday, 2 June 2025 at 4:00 p.m. or any adjournment thereof is set out on pages EGM-1 to EGM-3 of this circular. A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or via the designated website (https://evoting.vistra.com) by using the username and password provided on the notification letter sent by the Company as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from subsequently attending and voting at the EGM or any adjournment thereof (as the case may be) should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

No corporate gift will be distributed for the EGM.

This circular will remain on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.zogroup.com.hk).

16 May 2025

CONTENTS

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 5
LETTER FROM THE INDEPENDENT BOARD COMMITTEE ... 15
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER ... 17
APPENDIX I — GENERAL INFORMATION ... I-1
EGM NOTICE ... EGM-1

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

“acting in concert” has the meaning given to it under the Takeovers Code

“associate(s)” has the meaning ascribed to it under the Listing Rules

“Announcement” the announcement dated 11 April 2025 of the Company in relation to the Subscription and the Placing

“Articles of Association” the articles of association of the Company (as amended from time to time)

“Board” the board of Directors

“Business Day” a day (other than any Saturday, Sunday, public holiday or any day on which a tropical cyclone warning signal no. 8 or above or a “black” rainstorm warning signal is hoisted or remains in effect between 9:00 a.m. and 5:00 p.m. or extreme weather condition is announced) on which licensed banks in Hong Kong are generally open for business throughout normal business hours

“Cambodia” the Kingdom of Cambodia

“close associate(s)” has the meaning ascribed to it under the Listing Rules

“Company” ZO Future Group (stock code: 2309), an exempted company incorporated in the Cayman Islands with limited liability and the issued shares of which are listed on the Main Board of the Stock Exchange

“connected person(s)” has the meaning ascribed to it under the Listing Rules

“Director(s)” the director(s) of the Company

“Dragon Villa” Dragon Villa Limited, which is wholly-owned by Mr. Lei Sutong

“EGM” the extraordinary general meeting of the Company to be held by way of electronic means on Monday, 2 June 2025 at 4:00 p.m. or any adjournment thereof for considering, and if thought fit, approving the resolution(s) as set out in the EGM Notice

“EGM Notice” the notice for convening the EGM which is set out on pages EGM-1 to EGM-3 of this circular

DEFINITIONS

“First Tranche Completion” the completion of the allotment and issue of the First Tranche Subscription Shares by the Company to the Subscriber in accordance to the terms and conditions of the Subscription Agreement

“First Tranche Completion Date” the fifth Business Day after all conditions precedent under the Subscription Agreement have been fulfilled (or such later date as the Company and the Subscriber may agree in writing)

“First Tranche Subscription Shares” 32,258,065 Shares to be subscribed for in cash by the Subscriber and issued by the Company pursuant to and in accordance with the terms of the Subscription Agreement

“GRED” Graticity Real Estate Development Co., Ltd., a limited company incorporated in Cambodia and is principally engaged in property development

“Group” the Company and its subsidiaries from time to time

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

“Independent Board Committee” the independent committee of the Board comprising all independent non-executive Directors formed to advise the Independent Shareholders on the Subscription Agreement and the transactions contemplated thereunder and the grant of the Specific Mandate

“Independent Financial Adviser” Silver Nile Global Investments Limited, the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Subscription Agreement and the transactions contemplated thereunder and the grant of the Specific Mandate

“Independent Shareholder(s)” the Shareholder(s), other than those who are required under the Listing Rules to abstain from voting at the EGM to approve the Subscription Agreement and the transactions contemplated thereunder and the grant of the Specific Mandate

“Independent Third Party” a third party who is independent of and not connected with the Company and its subsidiaries and not otherwise a connected person of the Company

DEFINITIONS

"Latest Practicable Date"
9 May 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange

"Placing"
the placing of 37,634,000 new Shares to not less than six places at the placing price of HK$1.86 per Share in accordance with the placing agreement dated 11 April 2025 entered into between the Company as issuer and Lego Securities Limited as placing agent, and completed on 7 May 2025

"Previous Subscriptions"
the subscription of 43,697,478 Shares in aggregate by the Subscriber and XINSIDER CAPITAL LIMITED as disclosed in (i) the announcements of the Company dated 12 January 2024, 20 March 2024, 28 March 2024, 10 April 2024 and 12 April 2024; and (ii) the circular of the Company dated 1 March 2024

"Second Tranche Completion"
the completion of the allotment and issue of the Second Tranche Subscription Shares by the Company to the Subscriber in accordance to the terms and conditions of the Subscription Agreement

"Second Tranche Completion Date"
the tenth Business Day after the First Tranche Completion Date (or such later date as the Company and the Subscriber may agree in writing)

"Second Tranche Subscription Shares"
up to such number of new Shares which (a) together with the Shares held by the Subscriber and any person acting in concert with it, in aggregate represents 29.99% of the issued share capital of the Company as enlarged by the allotment and issue of the First Tranche Subscription Shares and the Second Tranche Subscription Shares pursuant to the Subscription Agreement as at the Second Tranche Completion; and (b) in any event shall not exceed 37,634,408 Shares, to be subscribed for in cash by the Subscriber and issued by the Company pursuant to and in accordance with the terms of the Subscription Agreement

"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

"Share(s)"
ordinary share(s) of HK$0.25 each in the share capital of the Company

DEFINITIONS

“Shareholder(s)”	holder(s) of the Shares
“Specific Mandate”	the specific mandate to be sought from the Independent Shareholders at the EGM for granting the authority to the Board for the allotment and issue of the Subscription Shares pursuant to the Subscription Agreement
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subscriber”	Ever Depot Limited, which is more particularly described in the section headed “Letter from the Board - Information of the Subscriber” of this circular
“Subscription”	the subscription of the First Tranche Subscription Shares and the Second Tranche Subscription Shares by the Subscriber pursuant to the Subscription Agreement
“Subscription Agreement”	the Subscription Agreement dated 11 April 2025 entered into between the Company and the Subscriber in relation to the Subscription
“Subscription Price”	HK$1.86 per Subscription Share
“Subscription Share(s)”	collectively, the First Tranche Subscription Shares and the Second Tranche Subscription Shares
“Takeovers Code”	The Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong as amended from time to time
“Trillion Trophy”	Trillion Trophy Asia Limited, which is a wholly-owned subsidiary of Wealthy Associates International Limited, which in turn is wholly-owned by Mr. Suen Cho Hung, Paul
“%”	per cent

In the event of any inconsistency, the English text of this circular, the EGM Notice and the accompanying form of proxy shall prevail over the Chinese text.

LETTER FROM THE BOARD

ZO FUTURE GROUP

大豪末來集團

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2309)

Executive Directors:

Mr. Zhao Wenqing (Chairman)

Mr. Huang Dongfeng (Chief Executive Officer)

Mr. Yiu Chun Kong

Dr. Guo Honglin

Independent Non-executive Directors:

Mr. Pun Chi Ping

Ms. Leung Pik Har, Christine

Mr. Yeung Chi Tat

Registered Office:

4th Floor, Harbour Place

103 South Church Street

George Town, P.O. Box 10240

Grand Cayman KY1-1002

Cayman Islands

Principal Place of Business in Hong Kong:

31/F., Vertical Sq

No. 28 Heung Yip Road

Wong Chuk Hang

Hong Kong

16 May 2025

To the Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION IN RELATION TO

SUBSCRIPTION OF NEW SHARES UNDER SPECIFIC MANDATE

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the Announcement. As disclosed in the Announcement, on 11 April 2025 (after trading hours), the Company entered into the Subscription Agreement with the Subscriber, pursuant to which the Company has conditionally agreed to allot and issue and the Subscriber has conditionally agreed to subscribe for the First Tranche Subscription Shares and the Second Tranche Subscription Shares at the Subscription Price of HK$1.86 per Subscription Share.

LETTER FROM THE BOARD

PRINCIPAL TERMS OF THE SUBSCRIPTION AGREEMENT

Principal terms of the Subscription Agreement are summarised below:

Date: 11 April 2025

Parties:

(i) the Company as issuer; and
(ii) the Subscriber as subscriber;

Subscription Shares

(a) The First Tranche Subscription Shares, being 32,258,065 new Shares, representing approximately 3.78% of the total number of Shares in issue as at the Latest Practicable Date. Based on a nominal value of HK$0.25 per Share, the aggregate nominal value of the First Tranche Subscription Shares will be HK$8,064,516.25; and
(b) The Second Tranche Subscription Shares, being up to such number of new Shares which (i) together with the Shares held by the Subscriber and any person acting in concert with it, in aggregate represents 29.99% of the issued share capital of the Company as enlarged by the allotment and issue of the First Tranche Subscription Shares and the Second Tranche Subscription Shares pursuant to the Subscription Agreement as at the Second Tranche Completion; and (ii) in any event not exceeding 37,634,408 Shares, representing approximately 4.41% of the total number of Shares in issue as at the Latest Practicable Date. Based on a nominal value of HK$0.25 per Share, the aggregate nominal value of the maximum number of the Second Tranche Subscription Shares will be HK$9,408,602.

Maximum number of Shares issuable pursuant to the Subscription, being 69,892,473 new Shares, represent approximately 8.19% of the total number of Shares in issue as at the Latest Practicable Date.

As disclosed in the announcement of the Company dated 7 May 2025, the Placing was completed on 7 May 2025 and 37,634,000 Shares have been successful placed to not less than six places under the Placing. Accordingly, assuming there will be no change in the share capital of the Company from the Latest Practicable Date up to the completion of the Subscription, the Second Tranche Subscription Shares shall be equal to 37,634,408 Shares.

The Subscriber shall not be required to subscribe for, and the Company shall not be required to issue, new Shares if and only to the extent that the subscription and issue of such new Shares will result in (i) failure of the Company to meet the minimum public float requirements under the Listing Rules; and/or (ii) the Subscriber or any person acting in concert with it being required to make a mandatory general offer under Rule 26 of the Takeovers Code for the Shares and other securities of the Company held by the other Shareholders. To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, there is no person acting in concert with the Subscriber as at the Latest Practicable Date.

LETTER FROM THE BOARD

Subscription Price

The Subscription Price of HK$1.86 per Subscription Share represents:

(i) a discount of approximately 19.83% to the closing price of HK$2.320 per Share as quoted on the Stock Exchange on the date of the Subscription Agreement;

(ii) a discount of approximately 18.13% to the average closing price of HK$2.272 per Share as quoted on the Stock Exchange for the five consecutive trading days immediately prior to the date of the Subscription Agreement;

(iii) a discount of approximately 27.63% to the closing price of HK$2.570 per Share as quoted on the Stock Exchange as at the Latest Practicable Date;

(iv) a premium of approximately 334.58% over the unaudited consolidated net asset value per Share of approximately HK$0.428 as at 31 December 2024, calculated based on the unaudited net assets of the Group attributable to the Shareholders of approximately HK$364,843,000 as at 31 December 2024 and 852,891,419 Shares in issue as at the Latest Practicable Date; and

(v) accumulative theoretical dilution effect (as defined under Rule 7.27B of the Listing Rules) of approximately 2.31%, represented by the theoretical diluted price of approximately HK$2.46 per Share to the benchmarked price of approximately HK$2.52 per Share (as defined under Rule 7.27B of the Listing Rules, taking into account the higher of the closing price on the date of the subscription agreements in respect of the Previous Subscriptions of HK$2.52 per Share and the average closing price of the Shares as quoted on the Stock Exchange for the five consecutive trading days immediately prior to the date of subscription agreements in relation to the Previous Subscriptions being HK$2.418 per Share).

The aggregate Subscription Price of the First Tranche Subscription Shares and the Second Tranche Subscription Shares shall be payable by the Subscriber to the Company in cash at the First Tranche Completion and the Second Tranche Completion, respectively.

The Subscription Price, which is equal to the placing price of the placing shares under the Placing, was arrived at after arm's length negotiations between the Company and the Subscriber with reference to (i) the prevailing market price of the Shares, which demonstrated a generally downward trend in the last 12 months prior to and including the date of the Subscription Agreement, from a high of HK$3.60 on 12 April 2024 to a low of HK$1.83 on 6 February 2025; (ii) the recent trading volume of the Shares, which was generally thin, being at a daily average of approximately 2.51 million Shares during the 12 months prior to and including the date of the Subscription Agreement, which represented approximately 0.95% of the public float of the Shares as of the date of the Subscription Agreement; (iii) the prevailing market conditions with a volatile Hang Seng Index at a low of 18,874 on 13 January 2025 to a high of 24,771 on 19 March 2025 during the six months period prior to and including the date of the Subscription Agreement, but down again to 20,914 on the date of the Subscription Agreement; and (iv) the recent performance and prospects of the business of the Group as detailed in the section headed "Reasons for the Subscription" below.

LETTER FROM THE BOARD

Ranking of the Subscription Shares

The First Tranche Subscription Shares and the Second Tranche Subscription Shares, when allotted, issued and fully paid, will rank pari passu in all respects among themselves and with all of the Shares in issue on the date of allotment and issue of the First Tranche Subscription Shares and the Second Tranche Subscription Shares, respectively.

Conditions precedent of the Subscription Agreement

Completion of the Subscription is conditional upon satisfaction of the following:

(i) the passing by the Shareholders (or, if required by the Listing Rules, the Independent Shareholders) of all necessary resolutions at the EGM approving the Subscription Agreement and the transactions contemplated thereunder; and

(ii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Subscription Shares (and such listing and permission not subsequently being revoked).

The conditions precedent cannot be waived. In the event the conditions precedent have not been fulfilled on or before 31 July 2025, the obligations of the Company and the Subscriber under the Subscription Agreement shall cease to be of any effect and none of the parties shall be bound to carry out the remaining terms of the Subscription Agreement except for any claims arising out of any antecedent breach of the Subscription Agreement or any accrued rights or remedies of any party arising prior to such date. As at the Latest Practicable Date, none of the conditions precedent had been satisfied.

Completion of the Subscription

Completion of the subscription of the First Tranche Subscription Shares shall take place on the First Tranche Completion Date, being the fifth Business Day after all of the conditions precedent have been fulfilled (or such later date as the Company and the Subscriber may agree in writing).

Completion of the subscription of the Second Tranche Subscription Shares shall take place on the Second Tranche Completion Date, being the tenth Business Day after the First Tranche Completion Date (or such later date as the Company and the Subscriber may agree in writing).

SPECIFIC MANDATE

The Subscription Shares will be allotted and issued under the Specific Mandate to be sought from the Independent Shareholders at the EGM.

APPLICATION FOR LISTING OF THE SUBSCRIPTION SHARES

Application will be made by the Company to the Stock Exchange for granting the listing of, and permission to deal in, the Subscription Shares.

LETTER FROM THE BOARD

EFFECT OF THE SUBSCRIPTION ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, assuming there will be no change in the share capital of the Company from the Latest Practicable Date up to the completion of the Subscription, the table below sets out the shareholding structure of the Company (i) as at the Latest Practicable Date, (ii) immediately after the completion of the subscription of the First Tranche Subscription Shares, and (iii) immediately after the completion of the subscription of the First Tranche Subscription Shares and the Second Tranche Subscription Shares.

	As at the Latest Practicable Date		Immediately after the completion of subscription of the First Tranche Subscription Shares		Immediately after the completion of the Subscription (i.e. subscription of the First Tranche Subscription Shares and the Second Tranche Subscription Shares)
	No. of Shares	Approximate %	No. of Shares	Approximate %	No. of Shares	Approximate %
Substantial Shareholders
Trillion Trophy (1)	217,000,000	25.44	217,000,000	24.52	217,000,000	23.51
Dragon Villa (2)	131,774,640	15.45	131,774,640	14.89	131,774,640	14.28
The Subscriber (3)	203,415,179	23.85	235,673,244	26.62	273,307,652	29.62
Subtotal	552,189,819	64.74	584,447,884	66.03	622,082,292	67.41
Public Shareholders
Placees	37,634,000	4.41	37,634,000	4.25	37,634,000	4.08
Other public Shareholders	263,067,600	30.85	263,067,600	29.72	263,067,600	28.51
Subtotal	300,701,600	35.26	300,701,600	33.97	300,701,600	32.59
Total	852,891,419	100.00	885,149,484	100.00	922,783,892	100.00

Notes:
(1) Trillion Trophy is a wholly-owned subsidiary of Wealthy Associates International Limited, which in turn is wholly-owned by Mr. Suen Cho Hung, Paul.
(2) Dragon Villa is wholly-owned by Mr. Lei Sutong.
(3) The Subscriber is more particularly described in the section headed "Letter from the Board - Information of the Subscriber" of this circular.
(4) The percentage of the Shares are rounded to the nearest two decimal places, and the percentages may not add up to 100.00% due to rounding.

LETTER FROM THE BOARD

INFORMATION OF THE SUBSCRIBER

The Subscriber is an investment holding company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of GRED, which in turn was wholly-owned by Mr. Vong Pech, as at the Latest Practicable Date.

As stated in the announcement of the Company dated 12 January 2024, (i) the Company and the Subscriber entered into a subscription agreement (the "Subscriber Subscription"), and (ii) the Company and XINSIDER CAPITAL LIMITED entered into a subscription agreement (the "XINSIDER Subscription"), under which the Company agreed to issue 21,848,739 Shares to each of them. The Subscriber Subscription completed on 28 March 2024 while the XINSIDER Subscription completed on 12 April 2024, with the Company raising aggregate net proceeds of approximately HK$93.3 million. As at the Latest Practicable Date, the Company has utilised approximately HK$37.3 million as general working capital, and approximately HK$56.0 million on repayment of liabilities of the Group. For details, please refer to the announcements of the Company dated 12 January 2024, 20 March 2024, 28 March 2024, 10 April 2024 and 12 April 2024; and the circular of the Company dated 1 March 2024.

The Previous Subscriptions and the Subscription, in aggregate, represent an accumulative theoretical dilution effect (as defined under Rule 7.27B of the Listing Rules) of approximately 2.31%, represented by the theoretical diluted price of approximately HK$2.46 per Share to the benchmarked price of approximately HK$2.52 per Share (as defined under Rule 7.27B of the Listing Rules, taking into account the higher of the closing price on the date of the subscription agreements in respect of the Previous Subscriptions of HK$2.52 per Share and the average closing price of the Shares as quoted on the Stock Exchange for the five consecutive trading days immediately prior to the date of such subscription agreements of approximately HK$2.418 per Share).

USE OF PROCEEDS OF THE SUBSCRIPTION

69,892,473 Subscription Shares will be issued and allotted and the maximum gross proceeds and the maximum net proceeds (after deducting the relevant costs and expenses) from the Subscription will be approximately HK$130.0 million and HK$129.5 million, respectively. On such basis, the net issue price will be approximately HK$1.85 per Subscription Share.

The Company intends to apply the net proceeds from the Subscription as follows: (i) as to approximately 70% is intended to be used for the repayment of the shareholders' loans of the Group, which comprise revolving credit facilities extended by substantial Shareholders with an aggregate limit of HK$550 million and an annual interest rate of 7%, maturing on 31 December 2026; and (ii) as to approximately 30% is intended to be used for general working capital purposes of the Group.

REASONS FOR THE SUBSCRIPTION

The Company is engaged in investment holding and the principal activities of the Group are (i) operation of a professional football club in the United Kingdom, (ii) new energy automobiles and related business, and (iii) investment in properties.

LETTER FROM THE BOARD

The Group generally finances its operations with internally generated cash flows, bank borrowings, loans from shareholders and from independent third parties, and through equity financing. As at 31 December 2024, (i) the Group had bank balances and cash (including bank deposits and cash and cash equivalents) of approximately HK$166.8 million; and (ii) total borrowings of approximately HK$877.5 million, among which approximately HK$20.4 million is repayable on demand or within one year, approximately HK$856.9 million is repayable after two years and within five years and approximately HK$0.2 million is repayable after five years. In addition, the Group recorded interest expenses on borrowings of approximately HK$31.9 million for the year ended 30 June 2024 and approximately HK$41.6 million for the six months ended 31 December 2024. The Group recorded net loss attributable to owners of the Company of approximately HK$182.8 million for the year ended 30 June 2024 and approximately HK$117.1 million for the six months ended 31 December 2024. The Directors are of the view that early repayment allows the Group to save costs arising from interest expenses and reduce its financial burden and improve its liquidity in general. Repayment of the borrowings of the Group by the intended amount would allow the Group to save interest expenses of approximately HK$9.75 million on an annual basis.

As disclosed in the section headed "Management discussion and analysis" of the interim report of the Company for the six months ended 31 December 2024, management of the Company closely review the financial resources of the Group in a cautious manner and continue to explore opportunities in external financing and equity funding, and the Company will take proactive actions to improve the liquidity and financial position of the Group by way of equity fund-raising exercise.

The Directors consider that the Subscription represents an opportunity to raise additional funding for the business operations of the Group, in particular for the development of the new energy automobiles and related business, and will improve the liquidity and financial position of the Group. Considering the recent prevailing market conditions and market price of the Shares, the Directors consider that the Subscription would be appropriate in order to replenish cash resources of the Company for the above intended purposes, which would be important for the promotion of the long-term success of the Group.

The Company has considered alternative means for raising funds to improve the liquidity and financial position of the Group, such as bank borrowings or rights issue. However, having taken into account that new debt financing and bank borrowings will not help improve the indebtedness position of the Group and rights issue is relatively more time consuming than the Subscription, and more importantly, the Subscription demonstrates support and solid confidence of the Subscriber towards the long-term development and prospects of the Group, the Directors consider that the Subscription to be a preferred fund-raising option for the Group to improve its liquidity and financial position.

In the light of the above, the Directors (excluding the independent non-executive Directors whose views are further set out in the Letter from the Independent Board Committee in this circular) are of the view that the terms of the Subscription Agreement and the transactions contemplated thereunder (including the Subscription Price), are fair and reasonable and on normal commercial terms, and the entering into of the Subscription Agreement and the grant of the Specific Mandate are in the interests of the Company and the Shareholders as a whole.

11 -

LETTER FROM THE BOARD

FUND-RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

Other than the Placing as completed on 7 May 2025, the Company has not undertaken any equity fund-raising exercise over the period of twelve months prior to the Latest Practicable Date.

Gross proceeds of approximately HK$70.0 million and the net proceeds (after deducting the placing commission and other relevant costs and expenses) of approximately HK$69.5 million were generated from the Placing. As at the Latest Practicable Date, the Company has not utilised any of the net proceeds and expect to adhere to the use of proceeds as planned on or before the end of 2025, being (i) as to approximately 70% is intended to be used for the repayment of the liabilities of the Group, principally on interest-bearing liabilities of the Group, being approximately HK$877.5 million as at 31 December 2024; and (ii) as to approximately 30% is intended to be used for general working capital purposes of the Group.

LISTING RULES IMPLICATIONS

As the Subscriber is a substantial Shareholder and hence a connected person of the Company, the Subscription Agreement and the transactions contemplated thereunder constitute a connected transaction for the Company and shall be subject to the reporting, announcement, circular and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

None of the Directors has a material interest in the Subscription Agreement and the transactions contemplated thereunder and is required to abstain from voting on the relevant resolution(s) at the Board meeting.

THE EGM

Set out on pages EGM-1 to EGM-3 of this circular is the EGM Notice convening the EGM to consider and, if appropriate, to approve the resolution(s) relating to the Subscription Agreement and the transactions contemplated thereunder and the grant of the Specific Mandate. At the EGM, Mr. Vong Pech and his associates (including the Subscriber) will abstain from voting on the resolution(s) approving the Subscription Agreement and the transactions contemplated thereunder and the grant of the Specific Mandate. As at the Latest Practicable Date, Mr. Vong Pech and his associates (including the Subscriber) were interested in 203,415,179 Shares, representing approximately 23.85% of the issued share capital of the Company. To the best of the knowledge, information and belief of the Directors, other than Mr. Vong Pech and his associates (including the Subscriber), none of the persons who are required to abstain from voting at the EGM held any Shares as at the Latest Practicable Date.

Registered Shareholders are requested to provide a valid email address of himself/herself/itself or his/her/its proxy (except for the appointment of the chairperson of the EGM) for the proxy to receive the login access code to participate online in Vistra eVoting Portal.

Registered Shareholders will be able to attend the EGM online to view the live broadcast, participate in voting, call to raise questions and submit questions in written form via the designated website (https://evoting.vistra.com) by using the username and password provided on the notification letter sent by the Company.

LETTER FROM THE BOARD

Non-registered Shareholders whose Shares are held in the Central Clearing and Settlement System through banks, brokers, custodians or Hong Kong Securities Clearing Company Limited may also be able to attend the EGM online to view the live broadcast, participate in voting, call to raise questions and submit questions in written form. In this regard, they should consult directly with their banks, brokers, custodians, nominees or HKSCC Nominees Limited through which their shares are held (as the case may be) (collectively the "Intermediary") and instruct the Intermediary to appoint them as proxy or corporate representative to attend and vote at the EGM electronically and in doing so, they will be asked to provide their email address, before the time limit required by the relevant Intermediary. Details regarding the Vistra eVoting Portal including the login details will be emailed to them by the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited.

If any Shareholder has any question on the arrangements of the EGM, please contact Tricor Investor Services Limited, the branch share registrar and transfer office of the Company in Hong Kong, at the following:

Address: 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong
Email: [email protected]
Telephone: (852) 2980 1333 (From 9:00 a.m. to 5:00 p.m. Monday to Friday, excluding Hong Kong public holidays)

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or via the designated website (https://evoting.vistra.com) by using the username and password provided on the notification letter sent by the Company as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof (as the case may be) should you so wish and in such event, the instrument appointing the proxy shall be deemed to be revoked.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Wednesday, 28 May 2025 to Monday, 2 June 2025 (both days inclusive) for determining the identities of the Shareholders entitled to attend and vote at the EGM. No transfer of Shares will be registered during the above book closure period.

In order to be eligible to attend and vote at the EGM, all unregistered holders of the Shares shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 27 May 2025. Shareholders whose names are recorded in the register of members of the Company on Monday, 2 June 2025 are entitled to attend and vote at the EGM.

LETTER FROM THE BOARD

VOTING AT THE EGM

Pursuant to Rule 13.39(4) of the Listing Rules, all resolution(s) will be put to vote by way of poll at the EGM. An announcement on the poll results will be made by the Company after the EGM pursuant to Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Company has established the Independent Board Committee comprising all the independent non-executive Directors to advise the Independent Shareholders as to whether the terms of the Subscription Agreement are fair and reasonable and on normal commercial terms and whether the Subscription and the transactions contemplated thereunder (including the grant of the Specific Mandate) are in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders on how to vote at the EGM, after taking into account the recommendations of the Independent Financial Adviser.

Your attention is drawn to (i) the letter from the Independent Board Committee, and (ii) the letter from the Independent Financial Adviser in this circular. The Directors (including all the Independent Non-executive Directors after reviewing and considering the advice of the Independent Financial Adviser) recommend the Independent Shareholders to vote in favour of the relevant resolution(s) approving the Subscription Agreement and the transactions contemplated thereunder (including the grant of the Specific Mandate) at the EGM.

ADDITIONAL INFORMATION

Your attention is also drawn to the information set out in the appendix to this circular.

Yours faithfully,

On behalf of the Board

ZO Future Group

Zhao Wenqing

Chairman

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

ZO FUTURE GROUP

大象未來集團

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2309)

16 May 2025

To the Independent Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION IN RELATION TO SUBSCRIPTION OF NEW SHARES UNDER SPECIFIC MANDATE

We refer to the circular of the Company dated 16 May 2025 (the "Circular") of which this letter forms part. Unless the context otherwise requires, terms defined in the Circular shall have the same meanings when used herein.

We have been appointed to form the Independent Board Committee to advise the Independent Shareholders as to whether the terms of the Subscription Agreement are fair and reasonable and on normal commercial terms and whether the Subscription Agreement and the transactions contemplated thereunder (including the grant of the Specific Mandate) are in the interests of the Company and the Shareholders as a whole. Details of the Subscription Agreement and the transactions contemplated thereunder (including the Specific Mandate) are set out in the section headed "Letter from the Board" of the Circular. The Independent Financial Adviser has been appointed to advise the Independent Shareholders and us in this regard. Details of the advice and the principal factors and reasons the Independent Financial Adviser has taken into consideration in rendering its advice are set out in the section headed "Letter from the Independent Financial Adviser" of the Circular. Your attention is also drawn to the information set out in the Circular.

Having taken into account the terms of the Subscription Agreement and the advice of the Independent Financial Adviser, we are of the opinion that the terms of the Subscription Agreement are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned, and the Subscription Agreement and the transactions contemplated thereunder (including the grant of the Specific Mandate), while not in the ordinary and usual course of business of the Group, are in the interests of the Company and the Shareholders as a whole.

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

We, therefore, recommend that you vote in favour of the resolution(s) to be proposed at the EGM to approve the Subscription Agreement and the transactions contemplated thereunder (including the grant of the Specific Mandate).

Yours faithfully

For and on behalf of the Independent Board Committee of

ZO Future Group

Mr. Pun Chi Ping and Ms. Leung Pik Har, Christine, Mr. Yeung Chi Tat

Independent Non-executive Directors

16 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the text of a letter of advice from Silver Nile Global Investments Limited, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Subscription Agreement and transactions contemplated thereunder (including the grant of the Specific Mandate), which has been prepared for the purpose of incorporation in this circular.

Silver Nile Global Investments Limited
Suite 4301, Tower One
Times Square, 1 Matheson Street
Causeway Bay, Hong Kong

16 May 2025

To: The Independent Board Committee and
the Independent Shareholders of ZO Future Group

Dear Sir/Madam,

CONNECTED TRANSACTION IN RELATION TO SUBSCRIPTION OF NEW SHARES UNDER SPECIFIC MANDATE

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Subscription Agreement and transactions contemplated thereunder (including the grant of the Specific Mandate), details of which are set out in the letter from the Board (the "Letter from the Board") contained in the circular of the Company dated 16 May 2025 (the "Circular"), of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as defined in the Circular unless the context requires otherwise.

On 11 April 2025 (after trading hours), the Company and the Subscriber entered into the Subscription Agreement, pursuant to which the Company conditionally agreed to allot and issue and the Subscriber conditionally agreed to subscribe for (i) the First Tranche Subscription Shares, being 32,258,065 Shares at the Subscription Price of HK$1.86 per Subscription Share; and (ii) the Second Tranche Subscription Shares, being up to such number of new Shares which, (1) together with the Shares held by the Subscriber and any person acting in concert with it, in aggregate represents 29.99% of the issued share capital of the Company as enlarged by the allotment and issued of First Tranche Subscription Shares and the Second Tranche Subscription Shares pursuant to the Subscription Agreement as at the Second Tranche Completion; and (2) in any event not exceeding 37,634,408 Shares, at the Subscription Price of HK$1.86 per Subscription Share.

17 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Subscriber is a substantial Shareholder and is therefore a connected person of the Company under Chapter 14A of the Listing Rules. As such, the Subscription Agreement and the transactions contemplated thereunder constitute connected transactions of the Company and is subject to the reporting, announcement, circular and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll and Rule 14A.36 of the Listing Rules requires any shareholder who has a material interest in the underlying transactions to abstain from voting on related resolution(s). As Mr. Vong Pech and his respective associates (including the Subscriber) are materially interested in the transactions contemplated under the Subscription Agreement, they are required to abstain from voting on the proposed resolutions relating to the Subscription Agreement and transactions contemplated thereunder (including the grant of the Specific Mandate) at the EGM. As at the Latest Practicable Date and to the best of the knowledge, information and belief of the Directors, save for the above, no other Shareholders are required to abstain from voting on relevant resolution(s) as aforementioned at the EGM.

An Independent Board Committee comprising all the Independent Non-executive Directors, namely Mr. Pun Chi Ping, Ms. Leung Pik Har, Christine and Mr. Yeung Chi Tat, has been established to advise the Independent Shareholders as to whether the terms of the Subscription Agreement are fair and reasonable and on normal commercial terms and whether the Subscription Agreement and transactions contemplated thereunder (including the grant of the Specific Mandate) are in the interests of the Company and the Shareholders as a whole. We, Silver Nile Global Investments Limited ("Silver Nile Global"), have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

OUR INDEPENDENCE

During the past two years immediately preceding the Latest Practicable Date, Silver Nile Global was engaged as the independent financial adviser in relation to (i) major and connected transactions, details of which are set out in the Company's circular dated 27 June 2023 (the "June 2023 Engagement"); (ii) connected transaction, details of which are set out in the Company's circular dated 1 March 2024 (the "March 2024 Engagement"); and (iii) continuing connected transaction, details of which are set out in the Company's circular dated 7 June 2024 (the "June 2024 Engagement"). Save for the June 2023 Engagement, the March 2024 Engagement, the June 2024 Engagement and our appointment as the Independent Financial Adviser, there was no other engagement between the Company and Silver Nile Global in the past two years immediately preceding the Latest Practicable Date. Apart from the normal advisory fee payable to us in connection with our appointment for the June 2023 Engagement, the March 2024 Engagement, the June 2024 Engagement and the Independent Financial Adviser, no arrangement exists whereby we shall receive any other fees or benefits from the Company or any other parties that could reasonably be regarded as relevant to our independence.

Notwithstanding the aforesaid engagements, as at the Latest Practicable Date, we were independent from, not connected with and not aware of any relationship or interests with the Company, the Subscriber and any of their respective substantial shareholders or associates that could reasonably be regarded as relevant to our independence to act as the Independent Financial Adviser.

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Having considered the above and that (i) none of the circumstances as set out under the Rule 13.84 of the Listing Rules existed as at the Latest Practicable Date; and (ii) the June 2023 Engagement, the March 2024 Engagement and the June 2024 Engagement were only independent financial advisory engagements and will not affect our independence to act as the Independent Financial Adviser, we consider that we are independent pursuant to Rule 13.84 of the Listing Rules.

BASIS OF OUR OPINION

In formulating our opinion, we have relied on the statements, information, opinions, beliefs and representations contained in the Circular and the information and representations provided to us by the Company, the Directors and/or the management of the Group. We have reviewed, inter alia, (i) the statements, information, opinions and representations contained or referred to in the Circular; (ii) the information and representations as provided to us by the Company, the Directors and the management of the Group, including but not limited to, the Subscription Agreement; (iii) the Company's annual report for the year ended 30 June 2023 (the "AR2023") and 2024 (the "AR2024") and interim report for the six months ended 31 December 2023 (the "IR2024") and 2024 (the "IR2025"); and (iv) other relevant public information related to the Company. We have assumed that (i) all statements, information and representations provided by the Company, the Directors and the management of the Group; and (ii) the information referred to in the Circular, for which they are solely responsible, were true and accurate at the time when they were provided and continued to be so as at the Latest Practicable Date and the Shareholders will be notified of any material changes to such information and representations before the EGM. We have also assumed that all statements of belief, opinion, intention and expectation made by the Directors in the Circular were reasonably made after due enquiry and careful consideration. We have also sought and received confirmation from the Company that no material facts have been omitted from the information provided and the opinions expressed to us or there is undisclosed private agreement/arrangement or implied understanding with anyone concerning the Subscription, the Subscription Agreement and the transactions contemplated thereunder. We have no reason to suspect that any material facts or information have been withheld or to doubt the truth, accuracy and completeness of the information and facts contained in the Circular, or the reasonableness of the representation and opinions expressed by the Company, its advisers and/or the Directors. We consider that we have been provided with sufficient information and taken sufficient and necessary steps to reach an informed view and to provide a reasonable basis for our opinion in compliance with Rule 13.80 of the Listing Rules. We have not, however, conducted any independent verification of the information included in the Circular and provided to us by the Directors and the management of the Group nor have we conducted any form of in-depth investigation into the business and affairs or the prospects of the Group and the Subscriber, or their respective subsidiaries or associates (if applicable). We have also not considered the taxation implication on the Group or the Shareholders as a result of the Subscription.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in the Circular and have confirmed, having made all reasonable enquiries, that to the best of their knowledge and belief, the information contained in the Circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other facts the omission of which would make any statement in the Circular misleading. We, as the Independent Financial Adviser, take no responsibility for the contents of any part of the Circular, save and except for this letter of advice.

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Our opinion is necessarily based on the financial, economic, market and other conditions in effect and the information made available to us as at the Latest Practicable Date. Shareholders should note that subsequent developments (including any material change in market and economic conditions) may affect and/or change our opinion and we have no obligation to update this opinion to take into account events occurring after the Latest Practicable Date or to update, revise or reaffirm our opinion. In addition, nothing contained in this letter should be construed as a recommendation to hold, sell or buy any Shares or any other securities of the Company.

This letter is issued for the information of the Independent Board Committee and Independent Shareholders solely in connection with their consideration of the entering into of the Subscription Agreement and transactions contemplated thereunder, and except for its inclusion in the Circular, is not to be quoted or referred to, in whole or in part, nor shall this letter be used for any other purposes, without our prior written consent.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion and recommendation to the Independent Board Committee and Independent Shareholders in respect of the Subscription Agreement and the transactions contemplated thereunder (including the grant of Specific Mandate), we have considered the following principal factors and reasons:

1. Information of the Group

(i) Information of the Group

With reference to the Letter from the Board, the Company is a company incorporated in the Cayman Islands with limited liability and the Group is principally engaged in three reportable business segments: (i) operation of a professional football club in the United Kingdom; (ii) new energy automobiles and related business; and (iii) investment in properties.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(ii) Financial highlights of the Group

Set out below is a summary of the key financial information of the Group for the financial years ended 30 June 2023 and 2024 as extracted from the AR2023 and the AR2024 and the six months ended 31 December 2023 and 2024 as extracted from the IR2024 and the IR2025 respectively.

	For the year ended 30 June		For the six months ended 31 December
	2024	2023	2024	2023
	HK$'000 (audited)	HK$'000 (audited)	HK$'000 (unaudited)	HK$'000 (unaudited)
Revenue	275,244	217,097	172,647	144,331
— Football club	239,763	186,587	145,811	123,144
— New energy automobiles and related business	5,590	—	12,746	5,590
— Investment in properties	28,179	28,179	14,090	14,090
— Healthcare and medical related business	1,712	2,331	—	1,507
Operating expenses	(570,558)	(418,208)	(352,755)	(259,357)
(Loss) for the year/period attributable to the owners of the Company	(182,779)	(25,657)	(117,061)	(36,878)

For the six months ended 31 December 2024

The revenue of the Group increased by approximately HK$28.32 million or 19.62% from approximately HK$144.33 million to approximately HK$172.65 million for the six months ended 31 December 2023 ("1H2024") and 2024 ("1H2025"), respectively. According to the IR2025, the increase in revenue was mainly due to the increase in the revenue from football club segment and new energy automobiles and related business segment. Meanwhile, the revenue derived from the investment properties remained stable in both periods. Lastly, as disclosed in the AR2024, the Board has decided to cease the healthcare and medical related business in March 2024 due to the performance of the business failed to meet the expectation of the Group.

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Despite the increase in revenue, the Group recorded a loss attributable to the owners of the Company of approximately HK$117.06 million for 1H2025 representing an increase in loss of approximately 217.43%, or approximately HK$80.18 million, as compared to loss of approximately HK$36.88 million for 1H2024 mainly due to (i) decrease in broadcasting income of approximately HK$24.62 million due to the relegation of Birmingham City Football Club to the English Football League League One this season; (ii) a decline in profit of approximately HK$39.78 million on sales of players' registration; (iii) an increase in finance costs of approximately HK$25.29 million mainly driven by higher borrowings; (iv) a rise in operating expenses of approximately HK$85.13 million in Birmingham City Football Club mainly due to higher match day and commercial expenses and an increase in depreciation on property, plant, and equipment following the completion of the repair and maintenance of infrastructure and facility upgrades; and (v) an increase in selling and marketing expenses and administrative expense of approximately HK$22.96 million of the automobiles business, which was partly offset by an increase in commercial income and match day receipts and a gain on fair value change on financial assets recorded during the period.

For the year ended 30 June 2024

The Group's revenue increased from approximately HK$217.10 million for the year ended 30 June 2023 ("FY2023") to approximately HK$275.24 million for the year ended 30 June 2024 ("FY2024"), representing an increase of 26.78%, which was mainly attributable to the increase in the revenue from football club segment and new energy automobiles and related business segment and partially offset by the decrease in the healthcare and medical related business segment that was ceased in March 2024.

Meanwhile, the loss attributable to the owners of the Company significantly increased by approximately HK$157.12 million from approximately HK$25.66 million for FY2023 to approximately HK$182.78 million for FY2024 primarily due to (i) an absence of compensation from the football club segment under the profit and loss sharing arrangement between the Company and Oriental Rainbow Investments Limited (a wholly-owned subsidiary of a substantial Shareholder); (ii) an increase in finance costs; (iii) a share of loss of an associate; (iv) an increase in the Group's administrative and other expenses including, among others, staff costs and professional service fees incurred to meet with new business segment development needs; and (v) an increase in impairment of certain non-current assets, which were partly offset by (i) an increase in profit on sales of players' registration; (ii) the share of loss attributable to the owners of the Company from a non-wholly owned subsidiary decreased to approximately 51.72% after completion of the disposal of certain interests in the non-wholly owned subsidiary; (iii) a gain on fair value change on financial assets at fair value through profit or loss; and (iv) an absence of loss arising on fair value change on investment properties.

22 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Set out below is a summary of the financial position of the Group as at 31 December 2024 and 30 June 2024 as extracted from the IR2025.

| | As at
31 December
2024
HK$’000
(unaudited) | As at
30 June
2024
HK$’000
(audited) |
| --- | --- | --- |
| Non-current assets | 1,257,889 | 907,286 |
| Current assets | 404,259 | 351,513 |
| Total assets | 1,662,148 | 1,258,799 |
| Current liabilities | 356,965 | 271,407 |
| Non-current liabilities | 1,258,676 | 781,493 |
| Total liabilities | 1,615,641 | 1,052,900 |
| Net assets | 46,507 | 205,899 |

As set out in the above table, the total assets of the Group increased to approximately HK$1,662.15 million as at 31 December 2024 which mainly consist of (i) the investment properties of residential apartments and commercial properties in Phnom Penh, Cambodia held by the Group of approximately HK$470.7 million; (ii) property, plant and equipment of approximately HK$317.55 million; (iii) intangible assets of approximately HK$263.66 million; (iv) deposits, prepayments and other receivables of approximately HK$209.16 million; and (v) bank balances and cash of approximately HK$166.75 million.

The total liabilities of the Group also increased to approximately HK$1,615.64 million as at 31 December 2024 which mainly comprised of (i) borrowings of approximately HK$877.49 million; (ii) transfer fee payables of approximately HK$192.18 million; (iii) amount due to a related party of approximately HK$189.32 million; and (iv) accruals and other payables of approximately HK$168.41 million.

2. Information of the Subscriber

According to the information provided by the Company, the Subscriber is an investment holding company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of GRED, a limited company incorporated in Cambodia and is principally engaged in property development, which in turn was wholly-owned by Mr. Vong Pech, as at the Latest Practicable Date.

As at the Latest Practicable Date, the Subscriber was interested in approximately 23.85% of the issued share capital of the Company.

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

3. Reasons for entering into the Subscription Agreement and benefits of the Subscription

With reference to the Letter from the Board, the Directors consider that the Subscription represents an opportunity to raise additional funding for the business operations of the Group, in particular for the development of the new energy automobiles business, and will improve the liquidity and financial position of the Group. Considering the recent prevailing market conditions and market price of the Shares, the Directors consider that the Subscription would be appropriate in order to replenish the Company's cash resources for the above intended purposes, which would be important for the promotion of the Group's long-term success.

The maximum net proceeds from the Subscription will be approximately HK$129.5 million. The Company intends to apply the net proceeds from the Subscription as follows: (i) as to approximately 70% (equivalent to approximately HK$90.65 million) is intended to be used for the repayment of the Group's shareholders' loans. These loans comprise revolving credit facilities extended by substantial shareholders, with an aggregate limit of HK$550 million and an annual interest rate of 7%, maturing on 31 December 2026; and (ii) as to approximately 30% (equivalent to approximately HK$38.85 million) is intended to be used for general working capital purposes of the Group.

We noted that the financial performance of the Group has worsen in recent reporting years and reporting period. The Group recorded (i) loss from operations of approximately HK$295.31 million (as compared to approximately HK$201.11 million for FY2023) and approximately HK$180.11 million (as compared to approximately HK$115.03 million for 1H2024); (ii) loss attributable to the Shareholders of approximately HK$182.78 million (as compared to approximately HK$25.66 million for FY2023) and approximately HK$117.06 million (as compared to approximately HK$36.88 million for 1H2024); (iii) a decrease in net assets from approximately HK$205.90 million as at 30 June 2024 to approximately HK$46.51 million as 31 December 2024. In addition, according to the IR2025, the Group only had approximately HK$166.75 million in bank balances and cash as compared to (i) the total borrowings of approximately HK$877.49 million as at 31 December 2024; and (ii) current liabilities of approximately HK$356.97 million as at 31 December 2024. It is also noted that the finance cost of the Group was approximately HK$36.81 million for FY2024 and approximately HK$47.49 million for 1H2025. Based on the preliminary estimation by the management of the Company in the repayment schedule that we have reviewed, assuming 70% of the maximum net proceeds from the Subscription is used for early settlement of the Group's borrowings, it is expected that the Group could save an aggregate of approximately HK$9.75 million on future interest expenses per annum, which in turn reduce the financial burden on the financial performance of the Group as the Group has been making loss for FY2023, FY2024, 1H2024 and 1H2025. It is considered that the Subscription with the intended use of proceeds offers a good opportunity to strengthen the Group's working capital, liquidity positions and net assets and to facilitate the Group's future development.

According to the IR2025, the Group proactively pursued the advancement of its new energy automobiles and related business during 1H2025 including (i) the Group has established strategic cooperation with a number of renowned commercial vehicle manufacturers and expanded the Group's product lineup of zero-emission commercial vehicles, ranging from light-duty to medium and heavy-duty trucks, buses as well as special-purpose vehicles; (ii) the Group has also built business partnerships with prominent service providers to enhance the sales and customer support; and (iii) the Group has initiated its first knockdown kit assembly plant project in Cambodia to enhance the Group's

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

production capacity and supply chain efficiency which can further strengthen and drive its business in the Southeast Asia markets. Meanwhile, the revenue generated from new energy automobiles and related business segment has increased from approximately HK$5.59 million in 1H2024 to approximately HK$12.75 million in 1H2025. We are being advised that in response to the challenges in current business environment, the Group has strategically prioritised the new energy automobiles and related business segment with focus on driving revenue growth, optimising costs, and improving operational efficiency, which ultimately enhancing the Group's financial performance. Having taking into consideration the above, in particular the bank balances and cash level of the Group and the recent business performance of new energy automobiles and related business segment, we are of the view that it is reasonable for the Company to prepare additional funding for the business operations and for the promotion of the Group's long-term success.

We are given to understand from the management of the Company that the Board has considered other alternative financing methods instead of the Subscription, including debt financing methods (such as bank or other borrowings) and other means of equity financing methods (such as rights issue or open offer).

Regarding the debt financing, further borrowings would create additional interest burden for the Group and the negotiation process with the relevant banks may be lengthy given the loss making financial position of the Group for FY2024 and 1H2025, as well as increasing the gearing ratio of the Group. Given the Group had approximately HK$877.49 million of borrowings as at 31 December 2024, of which approximately HK$359.11 million were obtained during the six months ended 31 December 2024, it is likely that the banks or lenders would impose more stringent conditions or offer less favourable terms in light of the recent market volatility. Also, having taken into account that the Company intends to apply part of the net proceeds from the Subscription for repayment of the Group's liabilities to lower finance costs, it is considered that debt financing is not an optimal financing method.

In respect of other means of equity financing methods, although the existing Shareholders would be able to maintain their pro rata shareholding in the Company, these fund-raising methods would need a relatively longer timeframe to complete, as there would be relatively lengthy preparation work for issuing listing document. Furthermore, given (i) the relatively thin trading volume of the Shares; (ii) the market prices of the Shares had been gradually decreasing in the last 12 months; (iii) recent market sentiment and the current adverse market environment due to external economic downward pressure, the Company may have difficulties in seeking underwriter; and (iv) if the rights issue or open offer is not underwritten, its results will be uncertain.

Furthermore, the Subscription reflects the confidence and commitment of the substantial Shareholder, who upon the completion of the Subscription will become the largest shareholder, towards the long term and sustainable development of the Company, and that the continuing support of the largest Shareholder is crucial to ensure the business stability and long term development of the Group. Reference is made to the shareholding table in the section headed "EFFECT OF THE SUBSCRIPTION ON THE SHAREHOLDING STRUCTURE OF THE COMPANY" of the Letter from the Board, the Previous Subscriptions and the Subscription, in aggregate, represent an accumulative theoretical dilution effect (as defined under Rule 7.27B of the Listing Rules) of approximately $2.31\%$ to the shareholding of existing public shareholders. However, the Group will be able to reduce

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

approximately 10.33% of its interest-bearing liabilities upon the utilisation of the proceeds from the Subscription and be released from applicable future interest expenses, we are of the view that, despite the minimal dilution to the shareholding of public Shareholders, the intended use of net proceeds is in the interest of the Company and the Shareholders as a whole.

Having considered the circumstances and various factors stated above, we concur with the Directors that, although the Subscription is not conducted in the ordinary and usual course of business of the Group, the Subscription and the intended use of proceeds are in the interests of the Company and the Shareholders as a whole.

4. Principal terms of the Subscription Agreement

Set out below is the summary of the principal terms of the Subscription Agreement:

Date : 11 April 2025 (after trading hours)

Parties : The Company as issuer; and

The Subscriber as subscriber.

Nature of the Subscription : The Company conditionally agreed to allot and issue, and the Subscriber conditionally agreed to subscribe for:

(i) the First Tranche Subscription Shares, being 32,258,065 Shares at the Subscription Price, representing approximately 3.78% of the total number of Shares in issue as at the Latest Practicable; and

(ii) the Second Tranche Subscription Shares, being up to such number of new Shares which, (1) together with the Shares held by the Subscriber and any person acting in concert with it, in aggregate represents 29.99% of the issued share capital of the Company as enlarged by the allotment and issued of First Tranche Subscription Shares and the Second Tranche Subscription Shares pursuant to the Subscription Agreement as at Second Tranche Completion; and (2) in any event not exceeding 37,634,408 Shares, representing approximately 4.41% of the total number of Shares in issue as at the Latest Practicable Date, at the Subscription Price.

Subscription Price : HK$1.86 per Subscription Share.

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

With reference to the Letter from the Board, the Subscription Price was arrived at after arm's length negotiations between the Company and the Subscriber with reference to (i) the prevailing market price of the Shares; (ii) the recent trading volume of the Shares; (iii) the prevailing market conditions; and (iv) the recent performance and prospect of the Group's business, and is equal to the placing price of the placing shares under the Placing.

Please refer to the Letter from the Board for further details.

Payment terms

: The aggregate Subscription Price shall be payable by the Subscriber to the Company in cash at the First Tranche Completion and the Second Tranche Completion, respectively.

Subscription Shares

: Pursuant to the Subscription Agreement,

(i) 32,258,065 Shares under the First Tranche Subscription Shares. Based on a nominal value of HK$0.25 per Share, the aggregate nominal value of the First Tranche Subscription Shares will be HK$8,064,516.25; and

(ii) a maximum of 37,634,408 Shares under the Second Tranche Subscription Shares. Based on a nominal value of HK$0.25 per Share, the aggregate nominal value of the maximum number of the Second Tranche Subscription Shares will be HK$9,408,602.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Ranking of the Subscription Shares
: The First Tranche Subscription Shares and the Second Tranche Subscription Shares, when allotted, issued and fully paid, will rank pari passu in all respects among themselves and with all of the Shares in issue on the date of allotment and issue of the First Tranche Subscription Shares and the Second Tranche Subscription Shares, respectively.

Conditions precedent of the Subscription Agreement
: Completion of the Subscription is conditional upon and subject to:

(ii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Subscription Shares (and such listing and permission not subsequently being revoked).

The conditions precedent cannot be waived.

As at the Latest Practicable Date, none of the above conditions precedent had been satisfied.

Completion
: Completion of the subscription of the First Tranche Subscription Shares shall take place on the First Tranche Completion Date, being the fifth Business Day after all of the conditions precedent have been fulfilled (or such later date as the Company and the Subscriber may agree in writing).

Further details of the principal terms of the Subscription Agreement are outlined in the Letter from the Board.

28 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Evaluation on the Subscription Price

As set out in the Letter from the Board, the Subscription Price represents:

(i) a discount of approximately 27.63% to the closing price of HK$2.570 per Share as quoted on the Stock Exchange on the Latest Practicable Date;

(ii) a discount of approximately 19.83% to the closing price of HK$2.320 per Share as quoted on the Stock Exchange on the date of the Subscription Agreement (the "Last Trading Day");

(iii) a discount of approximately 18.13% to the average closing price of HK$2.272 per Share as quoted on the Stock Exchange for the five consecutive trading days immediately prior to the date of the Subscription Agreement;

(iv) a discount of approximately 21.55% to the average closing price of HK$2.371 per Share as quoted on the Stock Exchange for the ten consecutive trading days immediately prior to the date of the Subscription Agreement; and

(v) a premium of approximately 334.58% over the Group's unaudited consolidated net asset value attributable to the Shareholders per Share as at 31 December 2024 of approximately HK$0.428 calculated based on the unaudited consolidated net assets of the Group attributable to the Shareholders of approximately HK$364,843,000 as set out in the interim report of the Company for the six months ended 31 December 2024 and 852,891,419 Shares in issue as at the Latest Practicable Date.

In assessing the fairness and reasonableness of the Subscription Price, we have reviewed relevant information and performed the following analysis:

(a) Historical Share price performance

The following chart sets out the daily closing prices of the Shares on the Stock Exchange for the period from 12 April 2024 up to and including the Last Trading Day (the "Review Period"), being a period of 12 months prior to the Last Trading Day. We consider that the Review Period represents a reasonable period to provide a general overview of the historical trend of the Share price when assessing the fairness and reasonableness of the Subscription Price, as the share price before the Announcement represent a fair market value of the Company the Shareholders had expected, while that after the Announcement, the value may have taken into account the potential effect of the Subscription, and the Placing, which may distort the analysis.

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Historical daily closing price per Share

Source: The Stock Exchange

As illustrated in the chart above, the Share price closed in a range between HK$3.60 and HK$1.83 per share during the Review Period, with an average closing price of approximately HK$2.64 per Share.

During the Review Period, the closing price of the Share showed a general downward trend from HK$3.60 on 12 April 2024 and closed at HK$2.32 on the Last Trading Day. There were certain relatively intense movements within short period of trading days in the closing price of the Share during the Review Period, i.e. (i) the closing price of the Share increased from HK$3.03 on 9 July 2024 to HK$3.53 on 16 July 2024 (representing an increase of approximately 16.50%) and dropped to HK$3.00 on 25 July 2024 (representing a decrease of approximately 15.01%); (ii) the closing price of the Share increased from HK$1.85 on 23 September 2024 to HK$2.49 (representing an increase of approximately 34.59%) on 30 September 2024 but subsequently decreased to HK$1.95 on 8 October 2024 (representing a decrease of approximately 21.69%); (iii) the closing price of the Share increased approximately 25.10%, from HK$2.39 on 27 November 2024 to HK$2.99 on 2 December 2024; and (iv) the closing price of the Share decreased from HK$2.33 on 28 January 2025 to HK$1.83 on 6 February 2025 (representing a decrease of approximately 21.46%). In this regard, we did not notice any specific reasons for the fluctuation in the closing prices of the Share during these periods. As advised by the management of the Company, the Company is also not aware of any other reasons for the aforementioned Share price fluctuations.

It is noted that the Subscription Price has been lower than most of the closing price of the Shares during the Review Period, nonetheless, having considered (i) the closing price of the Shares has been decreasing during the Review Period; (ii) the low liquidity of the Shares as discussed in the section headed “(b) Historical trading liquidity of the Shares” below; (iii) the market research results on the

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

subscription price of recent similar transactions as discussed in the section headed “(c) Comparison with recent connected transaction in relation to subscription of shares” below; and (iv) the reasons for entering into the Subscription Agreement and benefits of the Subscription, in particular the reduction in finance cost upon repayment of the Group’s liabilities, as discussed in the section above, we consider that the Subscription Price being set at a discount to the prevailing market prices of the Shares is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

(b) Historical trading liquidity of the Shares

Set out in the table below is the trading volume data in respect of the Shares during the Review Period.

Month	No. of trading days in each month	Average daily trading volume for the month/period	Approximate % of the average daily trading volume to total number of issued Shares held by the public as at date of the Subscription Agreement	Approximate % of the average daily trading volume to total number of issued Shares as at date of the Subscription Agreement
2024
April (commencing from 12 April 2024)	13	2,624,830	0.9978%	0.3220%
May	21	1,607,146	0.6109%	0.1971%
June	19	3,212,898	1.2213%	0.3941%
July	22	2,438,800	0.9271%	0.2991%
August	22	2,412,641	0.9171%	0.2959%
September	19	2,793,772	1.0620%	0.3427%
October	21	2,413,964	0.9176%	0.2961%
November	21	1,622,399	0.6167%	0.1990%
December	20	2,487,232	0.9455%	0.3051%
2025
January	19	2,701,437	1.0269%	0.3314%
February	20	2,892,481	1.0995%	0.3548%
March	21	2,965,681	1.1273%	0.3638%
April (up to and including the Last Trading Day)	8	2,700,765	1.0266%	0.3313%
Average			0.9613%	0.3102%

Source: The Stock Exchange

We noted from the above table that the average daily trading volume of the Shares for each month during the Review Period was very few and scattered during the Review Period ranged from (i) 0.6109% to 1.2213% of the total number of issued Shares held in public hands as at the date of the Subscription Agreement; and (ii) 0.1971% to 0.3941% of the total number of issued Shares as at the date of the Subscription Agreement. It is considered that the overall trading volume of the Shares during the Review Period was relatively thin after taking into consideration the fact that (i) the

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

average daily trading volume of the issued Shares for the Review Period was only approximately 0.9613% of the total number of issued Shares held by the public as at the date of the Subscription Agreement and approximately 0.3102% of the total number of issued Shares as at the date of the Subscription Agreement; and (ii) during the Review Period, the average trading volume of the issued Shares for each month was all below 1.25% to the total number of issued Shares held by the public as at the date of the Subscription Agreement and below 0.40% to total number of issued Shares as at the date of the Subscription Agreement.

Given the relatively low trading volume of the Shares as illustrated above may hinder the attractiveness of any equity fund-raising activities to be conducted by the Company to investors (irrespective of whether such investors are connected person of the Company (as defined in the Listing Rules)), i.e. for illustrative purpose only, based on 69,892,473 Subscription Shares to be issued under the Subscription and the average daily trading volume of the Company for April 2025 (up to and including the Last Trading Day) of 2,700,765 Shares, it would require approximately 26 trading days to dispose the Subscription Shares on the market, with no guarantee on the disposal price, and may require more time to seek enough potential investors if any, to cover the amount of proceeds under the Subscription, we are of the view that it is reasonable to set the Subscription Price at a discount to the closing price of the Share as at the Last Trading Day.

In order to further assess the fairness and reasonableness of the Subscription Price, we have identified, on a best effort basis, an exhaustive list of five new ordinary share issues for cash under specific mandate (the "Comparable Issues") announced during the period from 12 October 2024 up to the Last Trading Day (being a six-month period immediately prior to and including the Last Trading Day) by companies listed on the Stock Exchange, which involve placing/subscription/issue of new shares for cash to/by connected persons of respective issuers of the Comparable Issues but without involving acquisitions, restructuring, loan capitalisation, share award scheme, public offering, mandatory cash offer, whitewash waiver, and issuance of convertible securities or A shares, H shares or domestic shares as (i) the Company is not an issuer of A shares or H Shares; and (ii) the basis in determining the placing/subscription/issue price in such transaction may subject to other factors and/or conditions which are not applicable to the Subscription and had not been lapsed or terminated up to the Latest Practicable Date, so as to identify transactions that are in the same nature as the Subscription.

After considering (i) the average monthly turnover of securities traded on the Stock Exchange from October 2024 to March 2025 was approximately HK$4,358.40 billion, which is approximately 27.77% higher than average monthly turnover of securities traded on the Stock Exchange from April 2024 to March 2025 of approximately HK$3,411.03 billion, indicating noticeable difference in market conditions and sentiment; (ii) the comparable period is close to the date of Subscription Agreement such that the Comparable Issues are under similar and recent market conditions and sentiment; and (iii) reasonable number of samples have been identified for the purpose of our analysis, we are of the view that a review period of six months is appropriate and adequate and able to provide the Independent Board Committee and the Independent Shareholders a general reference for market practice of determining subscription price under recent market conditions. Moreover, the Comparable Issues can provide a general understanding of this type of transaction in the Hong Kong stock market under the current capital market environment, in our opinion, the Comparable Issues are fair and representative samples in view of the similarity of the nature of the Comparable Issues and the Subscription.

32 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Nevertheless, the Independent Board Committee and the Independent Shareholders should note that the businesses, operations and prospects of the Company are not exactly the same as the issuers of the Comparable Issues and we have not conducted any in-depth investigation into the businesses, operations and prospects of the issuers of the Comparable Issues.

For each of the Comparable Issues identified, we compared the premium or discount of its placing/issue/subscription price to (a) the closing price on the last trading day or the date of announcement; (b) average closing price for the last five trading days; and (c) average closing price for the last ten trading days, as summarised in the following table.

Company Name (Stock code)	Date of announcement	(Discount) of the subscription price to the closing price per share on the last trading day or date of the corresponding subscription agreement	(Discount) of the subscription price to the average closing price of the last 5 trading days prior to the date of the corresponding announcement	(Discount) of the subscription price to the average closing price of the last 10 trading days prior to the date of the corresponding announcement
Honbridge Holdings Limited (8137)	17 Oct 2024	(75.00%)	(77.01%)	(73.47%)^{a}
Zhi Sheng Group Holdings Limited (8370)	21 Oct 2024	(60.53%)	(60.63%)	(58.79%)^{a}
China Resources Power Holdings Company (836)	23 Oct 2024	(5.06%)	(3.48%)	(3.98%)
DevGreat Group Limited (755)	3 Dec 2024	(18.75%)	(17.72%)	(20.25%)^{a}
True Partner Capital Holding Limited (8657)	29 Dec 2024	(13%)	(13%)	(13%)
	Maximum	(5.06%)	(3.48%)	(3.98%)
	Minimum	(75.00%)	(77.01%)	(73.47%)
	Average	(34.47%)	(34.37%)	(33.90%)
	Median	(18.75%)	(17.72%)	(20.25%)
The Subscription		(19.83%)	(18.13%)	(21.55%)

Source: The Stock Exchange
a Calculated based on information obtained from the website of the Stock Exchange

According to the above table, we noted that the discount of the Subscription Price was:

within the range of the Comparable Issues from discount of approximately $75.00\%$ to $5.06\%$, below the average discount of $34.47\%$ and close to the median discount of $18.75\%$ of the Comparable Issues as compared with their respective closing prices on the last trading day or date of the corresponding subscription agreement;
within the range of the Comparable Issues from discount of approximately $77.01\%$ to $3.48\%$, below the average discount of $34.37\%$ and close to the median discount of $17.72\%$ of the Comparable Issues as compared with their respective closing prices on the last five trading days prior to the date of the corresponding announcement; and

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

within the range of the Comparable Issues from discount of approximately 73.47% to 3.98%, below the average discount of 33.90% and close to the median discount of 20.25% of the Comparable Issues as compared with their respective closing prices on the last ten trading days prior to the date of the corresponding announcement.

Taking into consideration, (i) the discount of the Subscription Price to the then recent closing price of the Share is smaller than the average discount, and close to the median discount, of the Comparable Issues to the corresponding closing prices of respective issuers of the Comparable Issue; (ii) subscription price of all Comparable Issues represented discount to the then recent closing prices of its shares; (iii) the Company has a need to raise funding from the Subscription for the repayment of the liabilities and the Subscription is appropriate fund-raising method currently available to the Group; (iv) the general downward trend of the closing price of the Share during the Review Period; (v) the overall trading volume of the Shares during the Review Period was limited; (vi) other reasons for entering into the Subscription Agreement and benefits of the Subscription; and (vii) the net losses recorded by the Group in each of the five financial years ended 30 June 2024, we are of the view that the Subscription Price is fair and reasonable so far as the Company and the Independent Shareholders are concerned.

5. Effects on shareholding structure of the Company

According to the table set out under the sub-section headed "Effect of the subscription on the shareholding structure of the Company" of the Letter from the Board, the shareholding interests of the existing public Shareholders in the Company would decrease from approximately 35.26% as at the Latest Practicable Date to (i) approximately 33.97% immediately after the First Tranche Completion; (ii) approximately 32.59% immediately after the First Tranche Completion and Second Tranche Completion, assuming no other change in the issued share capital of the Company other than the issue of Subscription Shares.

In this regard, taking into account (i) the reasons for and benefits of the Subscription; (ii) the accumulative theoretical dilution effect (as defined under Rule 7.27B of the Listing Rules) of approximately 2.31% as a result of the Previous Subscriptions and the Subscription; and (iii) the terms of the Subscription Agreement, including the allotment and issue of the Subscription Shares under the Specific Mandate and transaction contemplated thereunder being fair and reasonable so far as the Independent Shareholders are concerned, we are of the view that the said level of dilution to the shareholding interests of the existing public Shareholders as a result of the Subscription is acceptable.

6. Financial effects of the Subscription

According to the IR2025, the unaudited consolidated net asset value and cash and cash equivalents of the Group amounted to approximately HK$46.51 million and approximately HK$166.75 million as at 31 December 2024, respectively.

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The maximum net proceeds of the Subscription, after the deduction of the estimated related expenses, are estimated to be approximately HK$129.5 million, subject to the final amount of Subscription Shares to be issued to the Subscriber. The Company will receive the subscription money in cash, thus the amount of cash and cash equivalents and net assets value are expected to increase by the same amount as the net proceeds from the Subscription. Accordingly, the cash positions and current ratio of the Group are expected to be improved upon completion of the Subscription.

As set out in the Letter from the Board, the Company intends to utilise approximately 70% of the net proceeds from the Subscription for the repayment of the Group's Shareholders' Loan. Therefore, assuming all other factors remain constant, it is expected that the gearing ratio of the Group will be improved upon the completion of the Subscription.

It should be noted that the aforementioned analyses are for illustrative purpose only and do not purport to represent how the financial position of the Group following the completion of the Subscription.

Nonetheless, based on the above analysis, the Subscription is expected to have a positive impact on the Group's financial position. Accordingly, we are of the view that the Subscription is in the interests of the Company and the Shareholders as a whole.

RECOMMENDATION

Having considered the above principal factors and reasons, we are of the view that the terms of the Subscription Agreement are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned, and the Subscription Agreement and the transactions contemplated thereunder (including the grant of Specific Mandate), while not in the ordinary and usual course of business of the Group, are in the interests of the Company and the Shareholders as a whole. Accordingly, we advise the Independent Board Committee to recommend, and we ourselves recommend, the Independent Shareholders to vote in favour of the resolutions to be proposed at the EGM to approve each of the Subscription Agreement and transactions contemplated thereunder (including the grant of Specific Mandate).

Yours faithfully,

For and on behalf of

SILVER NILE GLOBAL INVESTMENTS LIMITED

Alan Lam

Managing Director

Note: Mr. Alan Lam is a licensed person registered with the Securities and Futures Commission of Hong Kong and a responsible officer of Silver Nile Global Investments Limited to carry out Type 6 (advising on corporate finance) regulated activity under the SFO. He has around 12 years of experience in corporate finance advisory in Hong Kong.

APPENDIX I

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

a. Interests of Directors

As at the Latest Practicable Date, there were no interests and short positions of the directors and chief executive of the Company in the shares, underlying shares and debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required to be kept by the Company under section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") set out in Appendix C3 to the Listing Rules.

b. Interests of Shareholders

As at the Latest Practicable Date, so far as is known to the Directors, the following person or corporation (other than a Director or chief executive of the Company) had, or were deemed to have an interest or short positions in the shares or underlying shares of the Company as recorded in the register required to be kept by the Company pursuant to section 336 of the SFO:

Long positions in the shares and the underlying shares of the Company:

Name of shareholder	Capacity and nature of interest	Number of shares interested in	Approximate percentage of the issued share capital of the Company (4)
Trillion Trophy(1)	Beneficial owner	217,000,000	25.44%
Wealthy Associates International Limited (“Wealthy Associates”) (1)	Interest of controlled corporation	217,000,000	25.44%
Mr. Suen Cho Hung, Paul (“Mr. Suen”) (1)	Interest of controlled corporation	217,000,000	25.44%
The Subscriber (2)	Beneficial owner	203,415,179	23.85%
GRED (2)	Interest of controlled corporation	203,415,179	23.85%
Mr. Vong Pech(2)	Interest of controlled corporation	203,415,179	23.85%
Dragon Villa(3)	Beneficial owner	131,774,640	15.45%
Mr. Lei Sutong(3)	Interest of controlled corporation	131,774,640	15.45%

APPENDIX I

GENERAL INFORMATION

Notes:

(1) Trillion Trophy is a wholly-owned subsidiary of Wealthy Associates which in turn is wholly-owned by Mr. Suen. Accordingly, Wealthy Associates and Mr. Suen are deemed to be interested in the Shares held through Trillion Trophy under the SFO.

(2) The Subscriber is a wholly-owned subsidiary of GRED which in turn is wholly-owned by Mr. Vong Pech. Accordingly, GRED and Mr. Vong Pech are deemed to be interested in the Shares held through the Subscriber under the SFO.

(3) Dragon Villa is wholly-owned by Mr. Lei Sutong. Accordingly, Mr. Lei Sutong is deemed to be interested in the Shares held through Dragon Villa under the SFO.

(4) The approximate percentage of the issued share capital of the Company was calculated on the basis of 852,891,419 Shares in issue as at the Latest Practicable Date.

Save as disclosed above, the Company had not been notified of any other relevant interests or short positions in the Shares and underlying shares of the Company as at the Latest Practicable Date as required pursuant to section 336 of the SFO.

3. DIRECTORS' INTERESTS

As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any assets which have been, since 30 June 2024, the date to which the latest published audited financial statements of the Company were made up, acquired or disposed of by or leased to, or which are proposed to be acquired or disposed of by, or leased to, any member of the Group, including the consideration passing to or from any member of the group and short particulars of all transactions relating to any such assets which have taken place within such period.

There is no contract or arrangement entered into by any member of the Group subsisting at the Latest Practicable Date in which any Director is materially interested and which is significant to the business of the Group.

4. DIRECTORS' SERVICE CONTRACTS

As at the Latest Practicable Date, there was no existing or proposed service agreement between any Director and any member of the Group (excluding agreements expiring or determinable by the employer within one year without payment of compensation other than statutory compensation).

5. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or any of their respective close associates had engaged in any business that competes or may compete with the business of the Group or had any other conflict of interests with the Group.

APPENDIX I

GENERAL INFORMATION

6. MATERIAL ADVERSE CHANGE

References are made to the profit warning announcement of the Company dated 14 February 2025 in relation to the expected loss to owners of the Company for the six months ended 31 December 2024, and the interim results announcement of the Company dated 28 February 2025 and the interim report of the Company published on 20 March 2025 for the same period. As disclosed in such announcements and report, the loss was mainly attributable to: (i) a decrease in broadcasting income due to the relegation of Birmingham City Football Club Limited to the English Football League One this season; (ii) a decline in profit on sales of players’ registration; (iii) an increase in finance costs mainly driven by higher borrowings; (iv) a rise in operating expenses in Birmingham City Football Club Limited mainly due to higher match day and commercial expenses and an increase in depreciation on property, plant, and equipment following the completion of the repair and maintenance of infrastructure and facility upgrades; and (v) an increase in selling and marketing expenses and administrative expense of the automobiles business, which was partly offset by an increase in commercial income and match day receipts and a gain on fair value change on financial assets recorded during the period. Please refer to the said announcements and report of the Company for further details.

Save as disclosed above, as at the Latest Practicable Date, the Directors confirm that there has been no material adverse change in the financial or trading position of the Group since 30 June 2024, being the date to which the latest published audited consolidated financial statements of the Group were made up, and up to the Latest Practicable Date.

7. MATERIAL LITIGATION

As at the Latest Practicable Date, neither the Company nor any of its subsidiaries was engaged in any litigation, arbitration or claim of material importance and no litigation, arbitration or claim of material importance is known to the Directors to be pending or threatened against the Group.

8. EXPERT AND CONSENT

The following is the qualification of the expert who has given its opinion which is contained in this circular:

Name	Qualification
Silver Nile Global Investments Limited	A corporation licensed to carry out Type 1 (dealing in securities), Type 2 (dealing in futures contracts), Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the SFO

As at the Latest Practicable Date, the above expert was not beneficially interested in the share capital of any member of the Group nor did it have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for any Shares, convertible securities, warrants, options or derivatives which carry voting rights in any member of the Group nor did any of them have

APPENDIX I

GENERAL INFORMATION

any interest, either direct or indirect, in any assets which have been, since the date to which the latest published audited financial statements of the Group were made up (i.e. 30 June 2024), acquired or disposed of by or leased to or are proposed to be acquired or disposed of by or leased to any member of the Group.

The above expert has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its report and references to its name in the form and context in which they are included.

9. MISCELLANEOUS

(a) The company secretary of the Company is Mr. Yam Pui Hung, Robert. Mr. Yam holds a Bachelor of Arts in Accountancy degree from the City Polytechnic of Hong Kong (now known as the City University of Hong Kong). Mr. Yam is a fellow of the Association of Chartered Certified Accountants and a certified public accountant of the Hong Kong Institute of Certified Public Accountants. Mr. Yam has extensive experience in accounting, financial management, corporate finance and company secretarial practice.

(b) The registered office of the Company is at 4th Floor, Harbour Place, 103 South Church Street, George Town, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands.

(c) The principal place of business of the Company in Hong Kong is at 31/F., Vertical Sq, No. 28 Heung Yip Road, Wong Chuk Hang, Hong Kong.

(d) The branch share registrar and transfer office of the Company in Hong Kong is Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.

10. DOCUMENTS ON DISPLAY

The following documents are published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Group (www.zogroup.com.hk) for a period of 14 days from the date of this circular:

(i) the Subscription Agreement;

(ii) the letter from the Board, the text of which is set out in this circular;

(iii) the letter from the Independent Board Committee to the Independent Shareholders, the text of which is set out in this circular;

(iv) the letter from the Independent Financial Adviser, the text of which is set out in this circular; and

(v) the consent letter from the Independent Financial Adviser as referred to in the section headed "Expert and consent" above.

EGM NOTICE

ZO FUTURE GROUP

大象未來集團

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2309)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of ZO Future Group (the "Company") will be held by way of electronic means on Monday, 2 June 2025 at 4:00 p.m. (the "EGM") to consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

1. "THAT:

(a) the subscription agreement dated 11 April 2025 (the "Subscription Agreement") (a copy of which is tabled at the EGM and marked "A" and signed by the chairman of the EGM for identification purpose) entered into between the Company (as the issuer) and Ever Depot Limited (the "Subscriber") (as the subscriber), pursuant to which the Company has conditionally agreed to allot and issue and the Subscriber has conditionally agreed to subscribe for (a) 32,258,065 shares of the Company (the "First Tranche Subscription Shares"); and (b) up to such number of shares of the Company (the "Second Tranche Subscription Shares") which (i) together with the shares of the Company (the "Share(s)) held by the Subscriber and any person acting in concert with it, in aggregate represents 29.99% of the issued share capital of the Company as enlarged by the allotment and issue of the First Tranche Subscription Shares and the Second Tranche Subscription Shares pursuant to the Subscription Agreement as at the completion of the subscription of the Second Tranche Subscription Shares; and (ii) in any event not exceeding 37,634,408 Shares, at the subscription price of HK$1.86 per Share be and is hereby approved, confirmed and ratified;

(b) subject to and conditional upon the listing committee of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") having granted the listing of, and permission to deal in, up to 69,892,473 Shares to be subscribed by the Subscriber pursuant to the Subscription Agreement, the directors of the Company (the "Director(s)") be and are hereby granted with a specific mandate (the "Specific Mandate") which shall entitle the Directors to exercise all the powers of the Company to allot and issue up to 69,892,473 Shares to the Subscriber, on and subject to the terms and conditions of the

EGM-1 -

EGM NOTICE

Subscription Agreement, provided that the Specific Mandate shall be in addition to, and shall not prejudice nor revoke any general or specific mandate(s) which has/have been granted or may be granted from time to time to the Directors prior to the passing of this resolution; and

(c) any one Director or the company secretary of the Company (the “Company Secretary”) be and is hereby authorised to, on behalf of the Company, do all such acts and things, to sign and execute all such documents or agreements or deeds and take all such actions as he/she may in his/her absolute discretion consider necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with the Subscription Agreement or any transactions contemplated thereunder and all other matters incidental thereto or in connection therewith, and agree to and make such variations, amendments or waivers of any of the matters relating thereto or in connection therewith as are, in the opinion of such Director or the Company Secretary, in the interest of the Company and the shareholders of the Company as a whole.”

By Order of the Board
ZO Future Group
Zhao Wenqing
Chairman

Hong Kong, 16 May 2025

Notes:

(1) Registered shareholders of the Company are requested to provide a valid email address of himself/herself/itself or his/her/its proxy (except for the appointment of the chairman of the EGM) for the proxy to receive the login access code to participate online in Vistra eVoting Portal.

Registered shareholders of the Company will be able to attend the EGM online to view the live broadcast, participate in voting, call to raise questions and submit questions in written form via the designated website (https://evoting.vistra.com) by using the username and password provided on the notification letter sent by the Company.

Non-registered shareholders of the Company whose shares of the Company are held in the Central Clearing and Settlement System through banks, brokers, custodians or Hong Kong Securities Clearing Company Limited may also be able to attend the EGM online to view the live broadcast, participate in voting, call to raise questions and submit questions in written form. In this regard, they should consult directly with their banks, brokers, custodians, nominees or HKSCC Nominees Limited through which their shares are held (as the case may be) (collectively the “Intermediary”) and instruct the Intermediary to appoint them as proxy or corporate representative to attend and vote at the EGM electronically and in doing so, they will be asked to provide their email address, before the time limit required by the relevant Intermediary. Details regarding the Vistra eVoting Portal including the login details will be emailed to them by the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited.

EGM-2 -

EGM NOTICE

(2) For the purpose of ascertaining shareholders who are entitled to attend and vote at the EGM, the register of members of the Company will be closed from Wednesday, 28 May 2025 to Monday, 2 June 2025 (both days inclusive). In order to be eligible to attend and vote at the EGM, all unregistered holders of the shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 27 May 2025. Shareholders of the Company whose names are recorded in the register of members of the Company on Monday, 2 June 2025 are entitled to attend and vote at the EGM.

(3) Any shareholder of the Company entitled to attend and vote at the EGM (or any adjournment thereof) is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. A shareholder who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her/it and vote on his/her/its behalf at the EGM (or any adjournment thereof). A proxy needs not be a shareholder of the Company.

(4) The form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of attorney or authority must be lodged at the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or via the designated website (https://evoting.vistra.com) by using the username and password provided on the notification letter sent by the Company not less than 48 hours before the time appointed for holding the EGM (or any adjournment thereof), and in default the form of proxy shall not be treated as valid. Completion and return of the form of proxy will not preclude members from attending and voting at the EGM (or any adjournment thereof) should they so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

(5) As required under the Rules Governing the Listing of Securities on the Stock Exchange, the above resolution will be voted by way of poll.

(6) If tropical cyclone warning No. 8 or above, or a "black rainstorm warning signal" is in effect any time or extreme weather condition is announced after 12:00 n.n. on the date of the EGM, the EGM may be postponed in accordance with the articles of association of the Company. The Company will publish an announcement on the website of the Company at www.zogroup.com.hk and the website of the Stock Exchange at www.hkexnews.hk on the "Latest Company Announcements" page to notify shareholders of the Company of the date, time and place of the rescheduled meeting.

(7) In the event of any inconsistency, the English text of this notice shall prevail over the Chinese text.

(8) As at the date of this notice, the Board comprises seven Directors, Mr. Zhao Wenqing (Chairman), Mr. Huang Dongfeng (Chief Executive Officer), Mr. Yiu Chun Kong and Dr. Guo Honglin as Executive Directors; and Mr. Pun Chi Ping, Ms. Leung Pik Har, Christine and Mr. Yeung Chi Tat as Independent Non-executive Directors.

EGM-3 -

AI assistant

ZO Future Group — Proxy Solicitation & Information Statement 2025

50510_rns_2025-05-15_c98beeeb-5938-4b2a-9b3e-565c15d4cf78.pdf

ZO FUTURE GROUP

大豪末來集團

CONNECTED TRANSACTION IN RELATION TO

SUBSCRIPTION OF NEW SHARES UNDER SPECIFIC MANDATE

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

DEFINITIONS

ZO FUTURE GROUP

大豪末來集團

CONNECTED TRANSACTION IN RELATION TO

SUBSCRIPTION OF NEW SHARES UNDER SPECIFIC MANDATE

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

PRINCIPAL TERMS OF THE SUBSCRIPTION AGREEMENT

Parties:

Subscription Shares

Subscription Price

Ranking of the Subscription Shares

Conditions precedent of the Subscription Agreement

Completion of the Subscription

SPECIFIC MANDATE

APPLICATION FOR LISTING OF THE SUBSCRIPTION SHARES

EFFECT OF THE SUBSCRIPTION ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

INFORMATION OF THE SUBSCRIBER

USE OF PROCEEDS OF THE SUBSCRIPTION

REASONS FOR THE SUBSCRIPTION

FUND-RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

LISTING RULES IMPLICATIONS

THE EGM

CLOSURE OF REGISTER OF MEMBERS

VOTING AT THE EGM

RECOMMENDATION

ADDITIONAL INFORMATION

ZO FUTURE GROUP

大象未來集團

CONNECTED TRANSACTION IN RELATION TO SUBSCRIPTION OF NEW SHARES UNDER SPECIFIC MANDATE

CONNECTED TRANSACTION IN RELATION TO SUBSCRIPTION OF NEW SHARES UNDER SPECIFIC MANDATE

INTRODUCTION

BASIS OF OUR OPINION

PRINCIPAL FACTORS AND REASONS CONSIDERED

1. Information of the Group

(i) Information of the Group

2. Information of the Subscriber

3. Reasons for entering into the Subscription Agreement and benefits of the Subscription

4. Principal terms of the Subscription Agreement

Payment terms

Subscription Shares

Evaluation on the Subscription Price

(a) Historical Share price performance

Historical daily closing price per Share

5. Effects on shareholding structure of the Company

6. Financial effects of the Subscription

RECOMMENDATION

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

a. Interests of Directors

b. Interests of Shareholders

3. DIRECTORS' INTERESTS

4. DIRECTORS' SERVICE CONTRACTS

5. COMPETING INTERESTS

6. MATERIAL ADVERSE CHANGE

7. MATERIAL LITIGATION

8. EXPERT AND CONSENT

9. MISCELLANEOUS

10. DOCUMENTS ON DISPLAY

ZO FUTURE GROUP

大象未來集團

NOTICE OF EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTION

1. "THAT:

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ZO Future Group Proxy Solicitation & Information Statement 2025