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ZO Future Group Declaration of Voting Results & Voting Rights Announcements 2013

May 10, 2013

50510_rns_2013-05-10_48fe5f4d-eaed-469e-a762-5fa2f5f6549d.pdf

Declaration of Voting Results & Voting Rights Announcements

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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.

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

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2309)

POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON 10 MAy 2013 AND RETIREMENT OF DIRECTOR

The board of directors (the “Board”) of Birmingham International Holdings Limited (the “Company”) is pleased to announce that the AGM held on 10 May 2013, all Resolutions were duly passed by way of poll.

Reference is made to the circular of the Company dated 2 April 2013 (the “Circular”) and notice of the annual general meeting (the “AGM”) held by the Company on 10 May 2013 (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 2 April 2013 (the “Resolutions”) 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: Ordinary Resolutions: No. of Shares Voted(%) No. of Shares Voted(%)
For Against
1. To receive, consider and adopt the audited financialstatements, the directors’ reports and auditors’ report fortheyear ended 30 June 2011. 2,150,337,866(92.37%) 177,574,000(7.63%)
2. To receive, consider and adopt the audited financialstatements, the directors’ reports and auditors’ report fortheyear ended 30 June 2012. 2,150,337,866(92.37%) 177,574,000(7.63%)

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Ordinary Resolutions: No. of Shares Voted(%) No. of Shares Voted(%)
For Against
3. (A) To re-elect Mr. Peter Pannu as an executive director; 2,162,501,866(92.89%) 165,410,000(7.11%)
(B) To re-elect Mr. Ma Shui Cheong as an executivedirector; 2,151,455,866(92.42%) 176,456,000(7.58%)
(C) To re-elect Mr. Cheung Kwai Nang as an executivedirector; 2,151,455,866(92.42%) 176,456,000(7.58%)
(D) To re-elect Mr. Yau Yan Ming, Raymond as anindependent non-executive director; 1,363,827,866(58.59%) 964,084,000(41.41%)
(E) To re-elect Mr. Wong Ka Chun, Carson as anindependent non-executive director; 2,162,501,866(92.89%) 165,410,000(7.11%)
(F) To authorise the board of directors to fix theremuneration of the directors. 2,162,501,866(92.92%) 164,800,000(7.08%)
4. To appoint JH CPA Alliance Limited as auditors of theCompany and to authorise the board of Directors to fixtheir remuneration. 2,150,337,866(92.37%) 177,574,000(7.63%)
5. (A) To grant a general mandate to the Directors to issue,allot and deal with new shares of the Company. 2,150,947,866(92.40%) 176,964,000(7.60%)
(B) To grant a general mandate to the Directors torepurchase shares of the Company. 2,162,501,866(92.92%) 164,800,000(7.08%)
(C) To extend the general mandate to the Directors toallot, issue and deal with the shares of the Companybythe amount of shares repurchased. 2,150,337,866(92.37%) 177,574,000(7.63%)

Notes:

  • (1) The full text of the Resolutions is set out in the notice of the AGM dated 2 April 2013.

  • (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 3,887,753,400; 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.

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RETIREMENT OF DIRECTOR

As disclosed in the Circular, Ms. Wong Po Ling, Pauline (“Ms. Wong”), an executive director of the Company, has retired by rotation at the AGM in accordance with 87(1) of the articles of association. Ms. Wong confirmed to the Board that there is no disagreement between herself 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 her retirement from office.

The Board also announces that Mr. Charlie Penn (“Mr. Penn”), Mr. Chen Liang (“Mr. Chen”) and Mr. Cheung Shing (“Mr. Cheung”), an executive director of the Company, and Mr. Gao Shi Kui (“Mr. Gao”), an independent non-executive director of the Company, have retired at the AGM. Mr. Penn, Mr. Chen, Mr. Cheung and Mr. Gao confirmed to the Board that there is no disagreement between themselves 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 their retirement from office.

The Board would like to take this opportunity to express its gratitude to Ms. Wong, Mr. Penn, Mr. Chen, Mr. Cheung and Mr. Gao for their past contributions to the Company.

By Order of the Board Birmingham International Holdings Limited yeung Ka Sing, Carson Executive Director and Chairman

Hong Kong, 10 May 2013

As at the date hereof, the executive directors of the Company are Mr. Yeung Ka Sing, Carson, Mr. Peter Pannu, Mr. Ma Shui Cheong, Mr. Chan Shun Wah, Mr. Cheung Kwai Nang, and the independent non-executive directors are Mr. Yau Yan Ming, Raymond and Mr. Wong Ka Chun, Carson.

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