ZO Future Group — Regulatory Filings 2015

Jan 19, 2015

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)

SUSPECTED MISAPPROPRIATION OF FUNDS AND CONTINUOUS SUSPENSION OF TRADING

This announcement is issued by the Company pursuant to Rule 13.09 of the Listing Rules, and the provisions under Part XIVA of the SFO.

The Board has recently discovered that as at the date of this announcement a former employee of the Company may have misappropriated a sum of at least HK$30 million belonging to the Group since December 2013. The Company has reported the suspected misappropriation of funds to the Hong Kong Police Force and they are currently investigating the matter.

At the request of the Company, trading in the Shares on the Stock Exchange was halted with effect from 10:21 a.m. on 4 December 2014. Trading in the Shares will remain suspended until further notice.

This announcement is issued by the Company pursuant to Rule 13.09 of the Listing Rules, and the provisions under Part XIVA of the SFO.

INVESTIGATION REGARDING SUSPECTED MISAPPROPRIATION OF FUNDS

The Board has recently discovered that as at the date of this announcement a former employee of the Company may have misappropriated a sum of at least HK$30 million belonging to the Group since December 2013 (the “Suspected Misappropriation”). The Company has reported the Suspected Misappropriation to the Hong Kong Police Force and they are currently investigating the matter (the “Investigation”).

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On a preliminary review, the Board considers that the Suspected Misappropriation may have a material impact on the operation and financial situation of the Group. The Board will continue to regularly inquire the development of the Investigation and re-assess its impact to the operation and financial situation of the Group from time to time. The Board is also concerned that the Suspected Misappropriation was not raised by the Former Auditor during the audit of the Group for the year ended 30 June 2014. The Board will consider setting up an investigation committee to look into the Suspected Misappropriation and see how to improve the internal control system of the Company.

The Board will update the Shareholders and potential investors with respect to any further developments concerning the Investigation as and when appropriate.

CONTINUOUS SUSPENSION OF TRADING

At the request of the Company, trading in the Shares on the Stock Exchange was halted with effect from 10:21 a.m. on 4 December 2014. Trading in the Shares will remain suspended until further notice.

DEFINITIONS

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

“Board”	the board of Directors
“Company”	Birmingham International Holdings Limited, a company incorporated
	in the Cayman Islands with limited liability and the Shares are listed
	on the Main Board of the Stock Exchange
“Director(s)”	the director(s) of the Company
“Group”	the Company and its subsidiaries
“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
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“Share(s)”	share(s) of HK$0.01 (each) in the capital of the Company
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)

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“Shareholders”

person(s) whose name(s) appear in the register of members of the Company as the holder(s) of Shares

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

By Order of the Board Birmingham International Holdings Limited Ma Shui Cheong

Vice-Chairman and Executive Director

Hong Kong, 19 January 2015

As at the date of this announcement, the Board comprises 11 Directors, namely Mr. Cheung Shing, Mr. Ma Shui Cheong, Mr. Peter Pannu, Mr. Chan Shun Wah, Mr. Cheung Kwai Nang, Mr. Chen Liang and Mr. Panagiotis Pavlakis as executive Directors; and Mr. Wong Ka Chun, Carson, Mr. Gao Shi Kui, Mr. Liu Enxue and Mr. Li Hangguo as independent non-executive Directors.

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