ZO Future Group — Declaration of Voting Results & Voting Rights Announcements 2016

Aug 29, 2016

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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

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

(Receivers Appointed)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2309)

(1) POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING HELD ON 29 AUGUST 2016;

(2) REVISED EXPECTED TIMETABLE FOR THE PROPOSED RESTRUCTURING; AND

(3) CONTINUOUS SUSPENSION OF TRADING

References are made to the circular of Birmingham International Holdings Limited (Receivers Appointed) (the “ Company ”) dated 5 August 2016 (the “ Circular ”) and the notice of the extraordinary general meeting of the Company to be held on 29 August 2016 (the “ EGM ”) dated 5 August 2016 (the “ Notice ”). Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Circular.

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POLL RESULTS OF THE EGM

The Board is pleased to announce that as more than 75% and more than 50% of the votes were respectively cast in favour of resolution no.1 and resolution no. 2 as set out in the Notice (collectively, the “ Resolutions ”), such Resolutions were duly passed by the Independent Shareholders by way of poll at the EGM as special resolution and ordinary resolution, respectively. The poll results in respect of the Resolutions are as follows:

Resolutions	Resolutions	Number of votes(approximate % of totalnumber of votes)	Number of votes(approximate % of totalnumber of votes)
Special resolution		For	Against
1.	To approve the Capital Reorganisation and the matterscontemplated thereunder and to authorise any one Directorto do all things and sign all documents as he/she mayconsider appropriate and desirable to effect and implementthe matters approved by this special resolution and to issuenew share certificates in respect of the New Shares to holdersof the existing shares of the Company pursuant to the ShareConsolidation and the Capital Reduction (full text of theresolution is set out in resolution no. 1 of the Notice)	1,272,530,671(99.58%)	5,353,000(0.42%)
Ordinary resolution		For	Against
2.	Subject to the fulfilment of the conditions as set out in theNotice (if applicable) to approve and/or confirm and/or ratify(as the case may be), and to authorise any one Director totake all steps necessary, appropriate, desirable or expedient inhis/her opinion to approve and implement and/or give effectto, the Open Offer, the Underwriting Agreement, the ShareSubscription Agreement, the New CN Subscription Agreement,the special deals consisting of the CY Settlement Agreement,the UC Settlement Agreement, the PP Settlement Agreement,and the Debt Undertaking and the Whitewash Waiver and alltransactions and/or matters contemplated thereunder (full textof the resolution is set out in resolution no. 2 of the Notice)	1,272,530,671(99.58%)	5,353,000(0.42%)

Note: All percentages are rounded to 2 decimal places.

As at the date of the EGM, there were 9,681,086,733 Shares in issue.

The Investor, its ultimate beneficial owners, Mr. Yeung, RY, U-Continent, Mr. Pannu, Asia Rays, Amazing Top, Mr. Wang Lei, Ms. Wang Man Li and parties acting in concert with any of them were required to abstain and had abstained from voting on the Resolutions at the EGM. As at the date of the EGM, Mr. Pannu was interested in 1,500,000 Shares, and Mr. Yeung and U-Continent and

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their respective associates were respectively interested in 2,700,000,000 Shares and 1,500,000,000 Shares, representing an aggregate of 4,201,500,000 Shares. Accordingly, the total number of Shares entitling the holders to attend and vote for or against each of the Resolutions was 5,479,586,733. Save as disclosed above, there were no Shares entitling the holders to attend and abstain from voting in favour of the Resolutions as set out in Rule 13.40 of the Listing Rules. In addition, none of the Independent Shareholders has stated his/her/its intention in the Circular to vote against or to abstain from voting on any of the Resolutions at the EGM.

Tricor Tengis Limited, the Company’s branch share registrar in Hong Kong, was appointed as the scrutineer for the vote-taking at the EGM.

REVISED EXPECTED TIMETABLE FOR THE PROPOSED RESTRUCTURING

As disclosed in the Circular, the expected timetable for the Proposed Restructuring therein is tentative and the events in relation to the Capital Reorganisation are conditional on, among others, approval from the Grand Court. As at the date of this announcement, the hearing of the petition by the Grand Court in respect of the Capital Reduction has been scheduled to be held at 10:00 a.m. (Cayman Islands time)/11:00 p.m. (Hong Kong time) on 30 August 2016. Further announcement(s) will be made by the Company as and when appropriate shall there be any changes to the expected timetable for the Proposed Restructuring.

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. The Company will make further announcements on the latest development of the Group as and when appropriate pursuant to the requirements of the Listing Rules.

The publication of this announcement does not indicate any decision or conclusion from the Stock Exchange nor warrant any approval from the Stock Exchange on the resumption of trading in the Shares. The transactions contemplated under the Proposed Restructuring are subject to the fulfilment of various conditions, and therefore may or may not materialise. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.

For and on behalf of

Birmingham International Holdings Limited

(Receivers Appointed)

Liu Yiu Keung Stephen, Yen Ching Wai David and Koo Chi Sum Joint and Several Receivers

Hong Kong, 29 August 2016

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As at the date of this announcement, the Board comprises of six Directors, namely Mr. Liu Yiu Keung Stephen, Mr. Yen Ching Wai David and Ms. Koo Chi Sum as executive Directors; and Mr. Cheung Yuk Ming, Mr. Law Pui Cheung and Mr. Lai Hin Wing Henry Stephen as independent nonexecutive Directors.

All Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

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