ZO Future Group — Share Issue/Capital Change 2025

Jun 10, 2025

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.

This announcement appears for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

ZO FUTURE GROUP

大象未來集團

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2309)

COMPLETION OF CONNECTED TRANSACTION IN RELATION TO THE SUBSCRIPTION AND ISSUE OF THE SECOND TRANCHE SUBSCRIPTION SHARES UNDER SPECIFIC MANDATE

Financial adviser to the Company

References are made to (i) the announcements of ZO Future Group (the "Company") dated 11 April 2025, 7 May 2025, 2 June 2025 and 5 June 2025 (the "Announcements") and (ii) the circular of the Company dated 16 May 2025 (the "Circular"). Unless otherwise defined, capitalised terms used herein shall have the respective meaning as those defined in the Announcements.

COMPLETION OF CONNECTED TRANSACTION IN RELATION TO THE SUBSCRIPTION AND ISSUE OF THE SECOND TRANCHE SUBSCRIPTION SHARES UNDER SPECIFIC MANDATE

The Board is pleased to announce that the Second Tranche Completion took place on 10 June 2025 in accordance with the terms and conditions of the Subscription Agreement. The 37,634,408 Shares, representing approximately $4.08\%$ of the issued share capital of the Company immediately after the Second Tranche Completion, were allotted and issued at the Subscription Price of HK$1.86 per Subscription Share pursuant to the terms and conditions of the Subscription Agreement.

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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 shareholding structure of the Company (i) immediately before the Second Tranche Completion; and (ii) upon the Second Tranche Completion are set out below:

Name of Shareholder	Immediately before the Second Tranche Completion		Immediately after the Second Tranche Completion
	No. of Shares	Approximate %	No. of Shares	Approximate %
Substantial Shareholders
Trillion Trophy Asia Limited(1)	217,000,000	24.52%	217,000,000	23.51%
Dragon Villa Limited(2)	131,774,640	14.89%	131,774,640	14.28%
The Subscriber(3)	235,673,244	26.62%	273,307,652	29.62%
Subtotal:	584,447,884	66.03%	622,082,292	67.41%
Public Shareholders	300,701,600	33.97%	300,701,600	32.59%
Total:	885,149,484	100.00%	922,783,892	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) Dragon Villa Limited is wholly-owned by Mr. Lei Sutong.

(3) The Subscriber is a wholly-owned subsidiary of Graticity Real Estate Development Co., Ltd., which in turn is wholly-owned by Mr. Vong Pech.

By Order of the Board

ZO Future Group

Zhao Wenqing

Chairman

Hong Kong, 10 June 2025

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