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ZO Future Group Regulatory Filings 2009

Oct 13, 2009

50510_rns_2009-10-13_dcf63e5e-7935-47ab-a8ed-36d4427de786.pdf

Regulatory Filings

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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

(Incorporation in the Cayman Islands with limited liability)

(Stock code: 2309)

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from “Grandtop International Holdings Limited” to “Birmingham International Holdings Limited” and to adopt a new Chinese name “伯明翰環球控股有限公司” in place of the existing Chinese name “泓鋒國際控股有限公司” which is for identification purposes only.

A circular containing, among other things, details of the proposed Change of Company Name and a notice of the EGM will be despatched to the Shareholders as soon as practicable.

PROPOSED CHANGE OF COMPANY NAME

The board of directors (the “ Board ”) of Grandtop International Holdings Limited (the “ Company ”) proposes to change the English name of the Company from “Grandtop International Holdings Limited” to “Birmingham International Holdings Limited” and to adopt a new Chinese name “伯明 翰環球控股有限公司” in place of the existing Chinese name “泓鋒國際控股有限公司” which is for identification purposes only (the “ Change of Company Name ”).

REASONS FOR THE CHANGE OF COMPANY NAME

Following completion of the acquisition of Birmingham City PLC by the Company as disclosed in the announcement of the Company dated 12 October 2009, the Company and its subsidiaries will continue to carry out its existing business but will also engage in the activity of an English premier league football club. In order to better reflect and benefit the Company’s future development, the Board considers that the Change of Company Name is in the interests of the Company and its shareholders as a whole.

  • For identification purpose only

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CONDITIONS OF THE CHANGE OF COMPANY NAME

The Change of Company Name is subject to:

  1. the passing of a special resolution by the shareholders of the Company (the “ Shareholders ”) to approve the Change of Company Name at the extraordinary general meeting to be convened and held by the Company (the “ EGM ”); and

  2. the approval by the Registrar of Companies in Cayman Islands.

The effective date of the Change of Company Name will be the date on which the new name of the Company is entered by the Registrar of Companies in Cayman Islands on the register of companies in place of its existing name. The Company will carry out the necessary filing procedures with the Registrar of Companies in Hong Kong.

EFFECTS OF THE CHANGE OF COMPANY NAME

The Change of Company Name will not affect any of the rights of the Shareholders. All existing share certificates in issue bearing the existing name of the Company will, after the Change of Company Name becoming effective, continue to be evidence of title to the Shares and will be valid for trading, settlement and registration purposes. Accordingly, there will not be any arrangement for free exchange of existing share certificates for new share certificates bearing the new name of the Company. Once the Change of Company Name becomes effective, any issue of share certificates will be under the new name of the Company.

GENERAL

A circular containing, among other things, details of the proposed Change of Company Name and a notice of the EGM will be despatched to the Shareholders as soon as practicable.

By Order of the Board

Grandtop International Holdings Limited Hui Ho Luek, Vico

Executive Director and Chief Executive Officer

Hong Kong, 13 October 2009

As at the date of this announcement, the executive Directors are Mr. Yeung Ka Sing, Carson, Mr. Hui Ho Luek, Vico, Mr. Steven McManaman, Mr. Lee Yiu Tung, Mr. Ip Wing Lun and Ms. Wong Po Ling, Pauline, the non-executive Directors are Mr. Christian Lali Karembeu and Mr. Chan Wai Keung and the independent non-executive Directors are Mr. Chang Kin Man, Mr. Yau Yan Ming, Raymond and Mr. Zhou Han Ping.

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