ZO Future Group — Declaration of Voting Results & Voting Rights Announcements 2007

Jul 30, 2007

GRANDTOP INTERNATIONAL HOLDINGS LIMITED 泓鋒國際控股有限公司 [*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2309)

RESULTS OF THE EXTRAORDINARY GENERAL MEETING HELD ON 30 JULY 2007

The board (the “Board”) of Grandtop International Holdings Limited (the “Company”) is pleased to announce that, on 30 July 2007, the Company held the extraordinary general meeting (the “EGM”) at which all ordinary resolutions set out in the notice of the EGM dated 12 July 2007 was duly passed by way of poll.

Reference is made to the circular (the “Circular”) of the Company dated 12 July 2007 regarding the termination of existing share option scheme, adoption of new share option scheme, proposed refreshment of general mandates to issue shares and repurchase shares and change of auditors. Capitalized terms used herein shall have the same meanings as defined in the Circular unless the context requires otherwise.

RESULTS OF THE EGM

The Board is pleased to announce that all ordinary resolutions (the “Resolutions”) was duly passed by way of poll by the Shareholders at the EGM. The poll results in respect of the Resolution were as follows:

follows:	follows:
Ordinary resolutions:		No. of Shares Voted (%)
		For	Against
1.	To approve termination of the Existing Scheme and adoption ofShare Scheme.	230,185,000(100%)	0(0%)
2.	To renew a general mandate to the directors to allot, issue and dealwith additional shares of the Company.	134,185,000(100%)	0(0%)
3.	To renew a general mandate to the directors to repurchases sharesof the Company.	230,185,000(100%)	0(0%)
4.	To extend the general mandate granted to the directors to allot,issue and deal with the Company’s shares by the amount of sharesrepurchased.	134,185,000(100%)	0(0%)
5.	To ratify Change of Auditors.	230,185,000(100%)	0(0%)

* for identification purpose only

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As at the date of the EGM, a total of 691,200,000 Shares were in issue. As stated in the Circular, pursuant to Rule 13.36(4)(a) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, Ms. Siu Bessie, being a director with interest in 96,000,000 Shares in the Company, who together with her associates shall abstain and did abstain from voting in favour of the Resolutions No.2 and No.4 at the EGM. In addition, Mr. Hui Ho Luek, Vico (“Mr. Hui”) and his respective associate (including Premier Rise Investments Limited of which Mr. Hui is a sole shareholder and director) holding in aggregate of 96,000,000 Shares, representing 13.89% of the Company’s total number of issued Shares as at the date of the EGM, were required to abstain from voting on the Resolutions No.2 and No.4 at the EGM but 96,000,000 Shares of which have not abstained from voting and had voted for the Resolutions No.2 and No.4 at the EGM. Such 96,000,000 Shares had been treated as invalid ballot and were not included in the poll result. Accordingly, there were a total of 499,200,000 Shares (representing approximately 72.22% of the Company’s total number of issued Shares as at the date of the EGM) entitling the holders to attend and vote for or against the Resolutions No.2 and No.4. There were no Shares entitling the Shareholders to attend and vote only against the Resolutions No.2 and No.4.

Notes:

• (1) The full text of the Resolution is set out in the notice of the EGM dated 12 July 2007.

• (2) As at the date of the EGM,

  • (a) The total number of Shares entitling the Shareholders to attend and vote for or against the Resolutions No.1, 3 and 5 at the EGM was 691,200,000; and

  • (b) The total number of Shares entitling the Shareholders to attend and vote only against the Resolutions No.1, 3 and 5 at the EGM was nil.

• (3) Tengis Limited, the Company’s branch share registrar, was appointed as the scrutineer at the EGM for the purpose of vote-taking in respect of the Resolutions.

By Order of the Board Grandtop International Holdings Limited Hui Ho Luek, Vico Executive Director

Hong Kong, 30 July 2007

As at the date hereof, the directors of the Company are Mr. Yeung Ka Sing, Carson, Mr. Hui Ho Luek, Vico, Mr. Steven McManaman, Mr. Lee Yiu Tung, Mr. Ip Wing Lun, Ms. Wong Po Ling, Pauline and Ms. Siu Bessie as executive directors, Mr. Fu Wing Kwok, Ewing as non-executive director, Mr. Chang Kin Man, Mr. Zhou Han Ping, and Mr. Yip Man Ki as independent non-executive directors.

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