ZO Future Group has completed the sale of its 51.72% equity interest in Birmingham City Limited (BCL) and transferred the associated shareholder loan of GBP19.20 million to Shelby Companies Limited (SCL) for a cash consideration of GBP5.00 million (approximately HKD53.50 million).

The transaction, classified as both a major and connected transaction under Hong Kong Listing Rules, was executed on 7 November 2025 and approved by written consent from shareholders representing 53.14% of outstanding shares. Completion occurred immediately upon signing.

Key details • Assets sold: 42.16 million ordinary shares of BCL (51.72% of issued share capital) and the entire shareholder loan owed to ZO Future Group. • Valuation: Independent valuer JP Assets Consultancy assessed the combined fair value of the shares and loan at negative GBP24.06 million as of 30 June 2025, citing BCL’s net liabilities of approximately HKD937.90 million. • Consideration: GBP5.00 million in cash, viewed by the board as fair given BCL’s historical losses and ongoing funding needs. • Financial impact: ZO Future Group booked a pre-tax disposal gain of HKD357.80 million, reflecting release of net liabilities and foreign-currency translation reserves. BCL has been de-consolidated from group accounts.

Use of proceeds After transaction expenses of HKD2.00 million, net cash of HKD49.00 million was deployed mainly to the group’s new energy vehicles division: – HKD30.00 million as shareholder loan to U.S. joint venture ZO Motors US. – HKD10.00 million for EV inventories and parts. – HKD9.00 million for general working capital. Funds were fully utilised by February 2026.

Strategic rationale The board cited BCL’s widening loss (HKD410.10 million in FY2025) and rising capital requirements—contrasting with the group’s growing new energy vehicles business—as reasons to exit football operations and focus financial resources on core growth areas.

Structure post-deal SCL now controls 97.7% of BCL; ZO Future Group holds no remaining interest or obligation under previous shareholder and loan agreements.

Regulatory status The disposal meets Hong Kong Listing Rules for major transactions (Chapter 14) and connected transactions at subsidiary level (Chapter 14A). Required announcements have been made, and the valuation report is available in the circular dated 4 June 2026.