ZO Future Group — Share Issue/Capital Change 2018

Dec 6, 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)

GRANT OF SHARE OPTIONS

This announcement is made pursuant to Rule 17.06A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’).

The Board of Directors (the ‘‘Board”) of Birmingham Sports Holdings Limited (the ‘‘Company’’) announces that on 6 December 2018, the Company granted share options (the ‘‘Option(s)’’) under the share option scheme adopted by the Company on 30 December 2016 to certain eligible grantees (the ‘‘Grantee(s)’’). The Options, subject to the acceptance by the Grantees, will enable the Grantees to subscribe for an aggregate of 300,000,000 ordinary shares (the “Share(s)”) in the share capital of the Company.

Details of such grant of Options are as follows:

Date of grant : 6 December 2018

Total number of Options : 300,000,000 Options (each Option shall entitle the holder of the granted Option to subscribe for one Share)

Exercise price of the Options : HK$0.1084 per Share granted

Closing price of the Shares on : HK$0.104 per Share the date of grant

The average closing price of : HK$0.1084 per Share the Shares for the five trading days immediately preceding the date of grant

Vesting schedule and validity : The Options shall be vested and exercisable in three tranches in period of the Options accordance with the following dates:

• (1) approximately one third of the Options shall be vested on the date of grant and exercisable within the period of 5 years after being vested, i.e., from 6 December 2018 to 5 December 2023 (both dates inclusive);

• (2) approximately one third of the Options shall be vested on the first anniversary of the date of grant and exercisable within the period of 4 years after being vested, i.e., from 6 December 2019 to 5 December 2023 (both dates inclusive); and

• (3) the remaining one third of the Options shall be vested on the second anniversary of the date of grant and exercisable within the period of 3 years after being vested, i.e. 6 December 2020 to 5 December 2023 (both dates inclusive).

Among the Options granted, 120,000,000 Options were granted to the following directors of the Company (the ‘‘Directors”):

Company (the ‘‘Directors”):
		Number of
Name of Director	Position	Options granted
Mr. Zhao Wenqing	Chairman and Executive Director	60,000,000
Mr. Huang Dongfeng	Chief Executive Officer and ExecutiveDirector	60,000,000

The grant of Options to the above Directors has been approved by the Independent Non-executive Directors in accordance with Rule 17.04(1) of the Listing Rules.

Save as disclosed in this announcement, none of the Grantees is a Director, chief executive or substantial shareholder of the Company, or an associate (as defined under the Listing Rules) of any of them.

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

Hong Kong, 6 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.