ZO Future Group — Declaration of Voting Results & Voting Rights Announcements 2017

Dec 29, 2017

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 SPORTS HOLDINGS LIMITED 伯 明 翰 體 育 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 29 DECEMBER 2017

References are made to the notice of annual general meeting (the “ Notice ”) and the circular (the “ Circular ”) of Birmingham Sports Holdings Limited (the “ Company ”) both dated 28 November 2017. Unless otherwise defined, terms used herein shall have the same meanings as defined in the Circular.

POLL RESULTS OF THE AGM

The Board is pleased to announce that the proposed resolutions set out in the Notice were duly passed as ordinary resolutions by the Shareholders at the AGM held on 29 December 2017 by way of poll.

Details of the poll results in respect of the resolutions are set out as follows:

			Number of Shares voted	Number of Shares voted
		Ordinary Resolutions	(approximate %)
			For	Against
1.	To receive, consider and adopt the audited consolidated		5,911,563,342	Nil
	financial statements of the Company and the reports of the		(100.00%)	(0.00%)
	directors and of the auditor for the year ended 30 June
	2017.
2.	(i)	To re-elect Mr. Zhao Wenqing as an Executive	5,911,563,342	Nil
		Director of the Company.	(100.00%)	(0.00%)
	(ii)	To re-elect Mr. Huang Dongfeng as an Executive	5,911,563,342	Nil
		Director of the Company.	(100.00%)	(0.00%)
	(iii)	To re-elect Mr. Yiu Chun Kong as an Executive	5,911,563,342	Nil
		Director of the Company.	(100.00%)	(0.00%)
	(iv)	To re-elect Mr. Hsiao Charng Geng as an Executive	5,911,563,342	Nil
		Director of the Company.	(100.00%)	(0.00%)
	(v)	To re-elect Mr. Sue Ka Lok as a Non-executive	5,911,563,342	Nil
		Director of the Company.	(100.00%)	(0.00%)

		Number of Shares voted	Number of Shares voted
	Ordinary Resolutions	(approximate %)
		For	Against
2.	(vi) To authorise the Board of Directors to fix the	5,911,563,342	Nil
	remuneration of the directors of the Company.	(100.00%)	(0.00%)
3.	To re-appoint ZHONGHUI ANDA CPA Limited as auditor of	5,911,563,342	Nil
	the Company and to authorise the Board of Directors to fix its	(100.00%)	(0.00%)
	remuneration.
4.	To grant a general mandate to the directors of the Company	5,911,563,192	150
	to allot, issue and deal with the Company’s shares, in terms	(99.99%)	(0.01%)
	as set out in ordinaryresolution numbered 4 in the Notice.
5.	To grant a general mandate to the directors of the Company	5,911,563,342	Nil
	to repurchase the Company’s shares, in terms as set out in	(100.00%)	(0.00%)
	ordinaryresolution numbered 5 in the Notice.
6.	To approve the extension of the general mandate to be granted	5,911,563,192	150
	to the directors of the Company to allot, issue and deal with	(99.99%)	(0.01%)
	the Company’s shares, in terms as set out in ordinary
	resolution numbered 6 in the Notice.

As more than 50% of the votes were cast in favour of each of the above proposed resolutions, all the proposed resolutions were duly passed as ordinary resolutions of the Company.

Tricor Tengis Limited, the Company’s branch share registrar in Hong Kong, acted as the scrutineer at the AGM for the purpose of vote-taking.

As at the date of the AGM, the total number of issued Shares was 9,593,991,672 Shares, of which 1,214,286,000 Shares were allotted and issued after 22 December 2017, being the record date (the “ Record Date ”) for the purpose of the AGM, and therefore the Shareholders of such shares were not entitled to vote at the AGM. Accordingly, the total number of Shares entitling the Shareholders to attend and vote for or against all the resolutions proposed at the AGM was 8,379,705,672 Shares (being the total number of issued Shares as at the Record Date). There were no restrictions on the Shareholders, who are entitled to attend and cast votes on any of the resolutions proposed at the AGM, to cast votes as such. There were no Shares entitling the Shareholders to attend and abstain from voting in favour of the resolutions at the AGM as set out in Rule 13.40 of the Listing Rules and there were no Shares requiring the Shareholders to abstain from voting at the AGM under the Listing Rules. No parties have indicated in the Circular that they intend to vote against or to abstain from voting on any resolutions proposed at the AGM.

By Order of the Board Birmingham Sports Holdings Limited Zhao Wenqing Chairman

Hong Kong, 29 December 2017

As at the date of this announcement, the Board comprises nine Directors, namely Mr. Zhao Wenqing (Chairman), Mr. Huang Dongfeng (Chief Executive Officer), Ms. Chan Yuk Yee, Mr. Yiu Chun Kong and Mr. Hsiao Charng Geng as Executive Directors; Mr. Sue Ka Lok as Non-executive Director; and Mr. To Yan Ming, Edmond, Mr. Pun Chi Ping and Ms. Leung Pik Har, Christine as Independent Nonexecutive Directors.