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ZO Future Group Capital/Financing Update 2018

Jun 26, 2018

50510_rns_2018-06-26_1565a751-2fb0-4c58-a937-aa1f06a70fe6.pdf

Capital/Financing Update

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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 ISSUE OF NEW SHARES UNDER GENERAL MANDATE

Reference is made to the announcement of Birmingham Sports Holdings Limited (the “Company”) dated 14 June 2018 (the “Announcement”) in relation to the Subscription. Unless the context otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

COMPLETION OF THE SUBSCRIPTION

The Board is pleased to announce that the condition precedent of the Subscription Agreement has been fulfilled and completion of the Subscription took place on 26 June 2018. The Subscription Shares, i.e., in aggregate 1,380,080,000 new Shares, were allotted and issued to the Subscriber at the Subscription Price of HK$0.105 per Subscription Share pursuant to the terms and conditions of the Subscription 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 Subscription Shares:

Name of ShareholderTrillion Trophy Asia Limited_(Note 1)Ever Depot Limited(Note 2)_The Subscriber (Note 3)Other public ShareholdersTotal : Immediately before theallotment and issue of theSubscription SharesNumber ofSharesApproximate%3,825,000,00039.87%2,086,551,00021.75%714,286,0007.45%2,968,154,67230.93%9,593,991,672100.00% Immediately after the allotmentand issue of theSubscription SharesNumber ofSharesApproximate%3,825,000,00034.86%2,086,551,00019.01%2,094,366,00019.08%2,968,154,67227.05%10,974,071,672100.00% Immediately after the allotmentand issue of theSubscription SharesNumber ofSharesApproximate%3,825,000,00034.86%2,086,551,00019.01%2,094,366,00019.08%2,968,154,67227.05%10,974,071,672100.00%
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 Limited is a wholly-owned subsidiary of Graticity Real Estate Development Co., Ltd. which in turn is wholly-owned by Mr. Vong Pech.

  3. The Subscriber is wholly-owned by Mr. Lei Sutong.

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

Hong Kong, 26 June 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 Nonexecutive Directors.