ZO Future Group — Regulatory Filings 2021

May 12, 2021

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)

CHANGE IN USE OF PROCEEDS

References are made to the circular of Birmingham Sports Holdings Limited (the “Company”, together with its subsidiaries, the “Group”) dated 17 November 2020 (the “Circular”) in relation to the disposal of interests in subsidiaries (the “Disposal”) and the interim report of the Company for the six months ended 31 December 2020 (the “Interim Report”). Unless otherwise defined herein, terms in this announcement shall have the same meaning as defined in the Circular and the Interim Report.

CHANGE IN USE OF PROCEEDS

The utilisation of the net proceeds and the proposed change in use of proceeds from the Disposal are summarised as follows:

PurposesRepayment of debtsGeneral working capitalFuture investmentTotal	Planned useof proceedsHK$’million31.710.510.552.7	Unutiliseamount as a31 Decembe202HK$’millio10.	dtr0Reallocationin use ofunutilisedamount ofnet proceedsnHK$’million–10.5––5(10.5)5–	New allocationfor unutilisedamount of netproceedsExpected timelinefor fully utilisingthe remainingproceeds (takinginto account ofthe new allocation)HK$’million10.5By 31 May 2021––10.5
		10.

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REASONS FOR CHANGE IN USE OF PROCEEDS

As mentioned in the Circular under the heading “Reasons for and Benefits of the Disposal and Use of Proceeds”, the portion of the net proceeds originally intended for future investment will be used to repay the debts of the Group if no suitable investment opportunities can be identified. Due to the COVID-19 pandemic around the world, the management believes that it is difficult to assess how long the COVID-19 pandemic will last. Many countries or regions have either retained, reimposed or extended the quarantine measures, travel restriction and safe distancing measures to contain the COVID-19 pandemic, casting uncertainties on the investment environment. In view of this, the management intends to reallocate the Group’s original plan on the use of the net proceeds for future investment to repayment of debts so as to lower the finance costs of the Group and to enhance the financial condition of the Group.

The Board considers that the aforesaid change in the use of net proceeds allows the Company to deploy its financial resources more effectively and is fair and reasonable and in the best interest of the Company and Shareholders as a whole, and will not have any material adverse effect on the existing business and operations of the Group.

Save as disclosed in this announcement, there are no other changes on the use of net proceeds of the Disposal.

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

Hong Kong, 12 May 2021

As at the date of this announcement, the Board comprises nine Directors, namely Mr. Zhao Wenqing (Chairman), Mr. Huang Dongfeng (Chief Executive Officer), Mr. Yiu Chun Kong, Mr. Hsiao Charng Geng and Dr. Guo Honglin as Executive Directors; Mr. Sue Ka Lok as Non-executive Director; and Mr. Pun Chi Ping, Ms. Leung Pik Har, Christine and Mr. Yeung Chi Tat as Independent Non-executive Directors.

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