ZO Future Group — Capital/Financing Update 2018

Dec 13, 2018

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)

COMPLETION OF

MAJOR AND CONNECTED TRANSACTION RELATING TO THE ACQUISITION OF PROPERTIES IN CAMBODIA AND

ISSUE OF CONSIDERATION SHARES UNDER SPECIFIC MANDATE

Reference is made to the circular of Birmingham Sports Holdings Limited (the “Company”) dated 20 November 2018 (the “Circular”). Unless the context otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Circular.

COMPLETION OF LONG TERM LEASE AGREEMENT

The Board is pleased to announce that all the conditions precedent of the Long Term Lease Agreement have been fulfilled and completion of the Long Term Lease Agreement took place on 13 December 2018. The Consideration Shares, i.e., 832,610,000 new Shares, were allotted and issued at the Issue Price pursuant to the terms and conditions of the Long Term Lease Agreement.

EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, the following table illustrates the shareholding structure of the Company immediately before and after the allotment and issue of the Consideration Shares:

	Immediately before the	Immediately before the	Immediately after the	Immediately after the
	allotment and issue of the		allotment and issue of the
Name of Shareholder	Consideration Shares		Consideration Shares
		Approximate		Approximate
	Number of	percentage of	Number of	percentage of
	Shares	issued Share	Shares	issued Share
Trillion Trophy Asia
Limited_(Note 1) _	3,825,000,000	34.86%	3,825,000,000	32.40%
Ever Depot_(Note 2)_	2,086,551,000	19.01%	2,919,161,000	24.72%
Dragon Villa Limited_(Note 3)_	2,094,366,000	19.08%	2,094,366,000	17.74%
Public Shareholders	2,968,154,672	27.05%	2,968,154,672	25.14%
Total	10,974,071,672	100.00%	11,806,681,672	100.00%

Notes:

• (1) Trillion Trophy Asia Limited is a wholly-owned subsidiary of Wealthy Associates International Limited which in turn is wholly-owned by Mr. Suen Cho Hung, Paul.

• (2) Ever Depot is a wholly-owned subsidiary of GRED. GRED is wholly-owned by Mr. Vong Pech.

• (3) Dragon Villa Limited is wholly-owned by Mr. Lei Sutong.

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

Hong Kong, 13 December 2018

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 Non-executive Directors.