ZO Future Group — Declaration of Voting Results & Voting Rights Announcements 2009

Sep 9, 2009

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)

POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON 9 SEPTEMBER 2009 AND RETIREMENT OF DIRECTOR

The board of directors (the “Board”) of Grandtop International Holdings Limited (the “Company”) is pleased to announce that, on 9 September 2009, the Company held the AGM at which all resolutions set out in the notice of the AGM dated 7 August 2009 (the “Resolutions”) were duly passed by way of poll.

Reference is made to the circular of the Company dated 7 August 2009 (the “Circular”) and notice of the annual general meeting (the “AGM”) held by the Company on 9 September 2009 (the “Notice”). Capitalized terms used herein shall have the same meanings as defined in the Circular unless the context requires otherwise.

RESULTS OF THE AGM

The Board is pleased to announce that all Resolutions set out in the notice of the AGM dated 7 August 2009 were duly passed by way of poll by the Shareholders at the AGM. The poll results in respect of the Resolutions were as follows:

	Ordinary Resolutions:	No. of Shares Voted(%)	No. of Shares Voted(%)
		For	Against
1.	To receive, consider and adopt the audited financial statementsand the directors’ reports and auditors’ report for the yearended 31 March 2009.	406,395,000(100%)	0(0%)
2.	(A) To re-elect Mr. Hui Ho Luek, Vico as an executivedirector;	406,395,000(100%)	0(0%)
	(B) To re-elect Mr. Steven McManaman as an executivedirector;	406,395,000(100%)	0(0%)
	(C) To re-elect Ms. Wong Po Ling, Pauline as an executivedirector;	406,395,000(100%)	0(0%)
	(D) To authorise the board of directors to fix theremuneration of the directors.	406,395,000(100%)	0(0%)

— 1 —

	Ordinary Resolutions:	No. of Shares Voted(%)	No. of Shares Voted(%)
		For	Against
3.	To appoint BDO Limited as auditors of the Company and toauthorise the board of Directors to fix their remuneration.	406,395,000(100%)	0(0%)
4.	(A) To grant a general mandate to the Directors to issue,allot and deal with new shares of the Company.	326,395,000(100%)	0(0%)
	(B) To grant a general mandate to the Directors to repurchaseshares of the Company.	406,395,000(100%)	0(0%)
	(C) To extend the general mandate to the Directors to allot,issue and deal with the shares of the Company by theamount of shares repurchased.	326,395,000(100%)	0(0%)
	Special Resolution:
5.	To approve the amendments to the Articles of Association ofthe Company as set out in the Notice.	406,395,000(100%)	0(0%)

Notes:

• (1) The full text of the Resolutions is set out in the notice of the AGM dated 7 August 2009.

• (2) As at the date of the AGM,

  • (a) The total number of Shares entitling the Shareholders to attend and vote for or against the Resolutions at the AGM was 1,226,059,000; and

  • (b) No Shareholder was entitled to attend and vote only against the Resolutions at the AGM.

• (3) There were no restrictions on the Shareholders to cast votes on any Resolutions at the AGM.

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

RETIREMENT OF DIRECTOR

As disclosed in the Circular, Mr. Fan Zhi Yi (“Mr. Fan”), an executive Director, has retired by rotation at the AGM in accordance with 87(1) of the Articles of Association but did not offer himself for re-election at the AGM for personal reasons. Mr. Fan has confirmed to the Board that there is no disagreement between himself and the Board and there is no matter that needs to be brought to the attention of Shareholders or the Stock Exchange in relation to his retirement from office. The Board would like to take this opportunity to express its gratitude to Mr. Fan for his past contributions to the Company.

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

Executive Director and Chief Executive Officer

Hong Kong, 9 September 2009

As at the date of this announcement, 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 and Ms. Wong Po Ling, Pauline as executive directors, Mr. Christian Lali Karembeu and Mr. Chan Wai Keung as non-executive directors, Mr. Chang Kin Man, Mr. Yau Yan Ming, Raymond and Mr. Zhou Han Ping as independent non-executive directors.

* for identification purpose only

— 2 —