ZO Future Group — Proxy Solicitation & Information Statement 2017

Nov 27, 2017

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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)

FORM OF PROXY

Form of proxy for use by shareholders at the annual general meeting of Birmingham Sports Holdings Limited (the “Company”) (and at any adjournment thereof) to be held on Friday, 29 December 2017 at 10:30 a.m. (the “AGM”)

I/We [(note 1)] of , being the registered holder(s) of share(s) [(note 2)] of HK$0.01 each in the capital of the Company, HEREBY APPOINT THE CHAIRMAN OF THE AGM , or [(note3)] of as my/our proxy

to vote and act for me/us at the AGM (or at any adjournment thereof) to be held at Plaza 3, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Friday, 29 December 2017 at 10:30 a.m. for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the AGM (the “Notice”) and at such AGM (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below. Unless otherwise indicated, capitalised terms used in this form of proxy shall have the same meanings as those defined in the Notice.

	ORDINARY RESOLUTIONS	For(note 4)	Against (note 4)
1.	To receive, consider and adopt the audited consolidated financial statements of the Company and thereports of the directors and of the auditor for the year ended 30 June 2017.
2.	(i) To re-elect Mr. Zhao Wenqing as an Executive Director of the Company.
	(ii) To re-elect Mr. Huang Dongfeng as an Executive Director of the Company.
	(iii) To re-elect Mr. Yiu Chun Kong as an Executive Director of the Company.
	(iv) To re-elect Mr. Hsiao Charng Geng as an Executive Director of the Company.
	(v) To re-elect Mr. Sue Ka Lok as a Non-executive Director of the Company.
	(vi) To authorise the Board of Directors to fix the remuneration of the directors of the Company.
3.	To re-appoint ZHONGHUI ANDA CPA Limited as auditor of the Company and to authorise the Board ofDirectors to fix its remuneration.
4.	To grant a general mandate to the directors of the Company to allot, issue and deal with the Company’sshares, in terms as set out in ordinary resolution numbered 4 in the Notice.
5.	To grant a general mandate to the directors of the Company to repurchase the Company’s shares, in termsas set out in ordinary resolution numbered 5 in the Notice.
6.	To approve the extension of the general mandate to be granted to the directors of the Company to allot,issue and deal with the Company’s shares, in terms as set out in ordinary resolution numbered 6 in theNotice.

Dated this day of

2017 Signature(s) [(note 5)]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

3. If any proxy other than the Chairman is preferred, strike out “ THE CHAIRMAN OF THE AGM , or” and insert the name and address of the proxy desired in the space provided.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION(S), TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION(S), TICK THE APPROPRIATE BOX MARKED “AGAINST”. Failure to complete any or all the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolutions properly put to the AGM other than those referred to in the Notice.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal (if any) or under the hand of an officer or attorney duly authorised.

6. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.

7. To be valid, this form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be lodged at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the appointed time for the holding of the AGM (or at any adjournment thereof).

8. A proxy need not be a member of the Company but must attend the AGM in person to represent you.

9. The completion and delivery of this form of proxy will not preclude you from attending and voting in person at the AGM (or at any adjournment thereof) should you so wish and in such event, this form of proxy shall be deemed to be revoked.

10. The full text of the resolutions appears in the Notice.

11. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the AGM (the ‘Purposes’). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. You/ your proxy (or proxies) have/has the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Tricor Tengis Limited at the above address.