Birmingham Sports : PROVISIONAL ALLOTMENT LETTER (in PDF)

Form A

To be valid, the whole of this document must be returned.

ڌࣸ͠

͉˖΁̀඲዆΅ʹᒔd˙މϞࣖf

IMPORTANT

ࠠࠅ౤ͪ

Reference is made to the prospectus issued by Birmingham Sports Holdings Limited (the "Company") dated 27 March 2019 in relation to the Rights Issue (the "Prospectus"). Terms defined in the Prospectus shall have the same meanings when used herein unless the context otherwise requires.

㫎౤ࠑЬ׼ጫ᜗ԃછٰϞࠢʮ̡€˜͉ʮ̡™˚ಂމ2019ϋ3˜27˚ఱԶٰ̊೯ʘԶٰ௝೻€˜Զٰ௝೻™fৰ˖່̤Ϟ הܸ̮dԶٰ௝೻הޢ֛ʘ൚คၾ͉˖΁הમ͜٫ՈϞ޴Ν଄່f

THIS PROVISIONAL ALLOTMENT LETTER ("PAL") IS VALUABLE AND TRANSFERABLE AND REQUIRES YOUR IMMEDIATE ATTENTION. THE OFFER CONTAINED IN THIS PAL AND THE ACCOMPANYING EXCESS APPLICATION FORM ("EAF") EXPIRES AT 4:00 P.M. ON THURSDAY, 11 APRIL 2019 (OR, UNDER BAD WEATHER CONDITIONS, SUCH LATER TIME OR DATE AS MENTIONED IN THE PARAGRAPH HEADED "EFFECT OF BAD WEATHER ON THE LATEST TIME FOR ACCEPTANCE" OVERLEAF).

ϤɗϞᄆ࠽ʿ̙ᔷᜫʘᅲ֛ৣᕘஷࣣٝ€˜ᅲ֛ৣᕘஷࣣٝ™dԨ඲ ტɨуࣛஈଣf͉ᅲ֛ৣᕘஷࣣٝʿᎇڝʘᕘ̮ ͡ሗڌࣸ€˜ᕘ̮͡ሗڌࣸ™ה༱ʘࠅߒਗ਼׵2019ϋ4˜11˚€݋ಂ̬ɨʹ4͍ࣛ€א׵ెΕ˂ंઋرɨdۆ׵ߠࠫ˜ెΕ ˂ं࿁௰ܝટॶࣛࠢٙᅂᚤ™ɓݬהࠑʘϞᗫ༰ܝࣛගא˚ಂ֣တf

IF YOU ARE IN ANY DOUBT AS TO ANY ASPECT OF THIS PAL, OR AS TO THE ACTION TO BE TAKEN, OR IF YOU HAVE SOLD OR TRANSFERRED ALL OR PART OF YOUR SHARES IN THE COMPANY, YOU SHOULD CONSULT YOUR STOCKBROKER, LICENSED SECURITIES DEALER OR REGISTERED INSTITUTION IN SECURITIES, BANK MANAGER, SOLICITOR, PROFESSIONAL ACCOUNTANT OR OTHER PROFESSIONAL ADVISER(S).

ტɨν࿁͉ᅲ֛ৣᕘஷࣣٝ΂О˙ࠦאᏐમ՟ʘБਗϞ΂Оဲਪא ტɨνʊ̈ਯאᔷᜫ ტɨ׵͉ʮ̡ʘΌ௅א ௅ʱٰ΅dᏐፔ༔ ტɨʘٰୃ຾ߏeܵ೐ᗇՎʹ׸ਠאൗ̅ᗇՎዚ࿴eვБ຾ଣeܛࢪeਖ਼ุึࠇࢪאՉ˼ਖ਼ุᚥ ਪf

A copy of the Prospectus, together with a copy of this PAL, the EAF and the documents specified in the paragraph headed "14. Documents delivered to the Registrar of Companies" in Appendix III to the Prospectus, have been registered with the Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the laws of Hong Kong). The Registrar of Companies in Hong Kong, the Stock Exchange and the Securities and Futures Commission of Hong Kong take no responsibility for the contents of any of these documents.

Զٰ௝೻ஹΝ͉ᅲ֛ৣᕘஷࣣٝʿᕘ̮͡ሗڌࣸ˸ʿԶٰ௝೻ڝ፽ɧʫ˜14. ৔яʮ̡ൗ̅ஈஈڗ˖΁™ɓݬהࠑ ʘ˖΁dʊ࣬ኽ࠰ಥجԷୋ32௝ʮ̡€૶ᆵʿᕏධૢ˖ૢԷୋ342Cૢٙ஝֛৔я࠰ಥʮ̡ൗ̅ஈஈڗ೮াf࠰ಥ ʮ̡ൗ̅ஈஈڗeᑌʹהʿ࠰ಥᗇՎʿಂ஬ԫਕ္࿀։ࡰึ࿁΂О༈ഃ˖΁ʘʫ࢙฿ʔࠋபf

Hong Kong Exchanges and Clearing Limited, the Stock Exchange and HKSCC take no responsibility for the contents of this PAL, 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 PAL.

࠰ಥʹ׸ʿഐၑהϞࠢʮ̡eᑌʹהʿ࠰ಥഐၑ࿁͉ᅲ֛ৣᕘஷࣣٝʘʫ࢙฿ʔࠋபd࿁Չ๟ᆽ׌אҁ዆׌͵ʔ೯ ڌ΂Оᑊ׼dԨ׼ᆽڌͪ฿ʔఱΪ͉ᅲ֛ৣᕘஷࣣٝΌ௅א΂О௅ʱʫ࢙Ͼପ͛אΪ࠿፠༈ഃʫ࢙Ͼˏߧʘ΂Оฦ ̰וዄ΂Оப΂f

Subject to the granting of the listing of, and permission to deal in, the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Rights Shares in both their nil-paid and fully-paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement dates of dealings in the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange or such other dates as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

ࡊ͊ᖮٰಛʿᖮԑٰಛԶٰٰ΅ᐏࡘ׵ᑌʹהɪ̹ʿ൯ርdԨୌΥ࠰ಥഐၑʘᗇՎϗॶ஝֛ܝd͊ᖮٰಛʿᖮԑٰ ಛԶٰٰ΅ਗ਼ᐏ࠰ಥഐၑટॶމΥ༟ࣸᗇՎdІ͊ᖮٰಛʿᖮԑٰಛԶٰٰ΅΢І׵ᑌʹהක֐൯ርʘ˚ಂא׵࠰ ಥഐၑᔾ֛ʘϞᗫՉ˼˚ಂৎd̙׵ʕ̯ഐၑӻ୕ʫ੔πeഐၑʿʹϗfᑌʹהਞၾ٫ʘග׵΂Оʹ׸˚ʘʹ׸̀඲ ׵Չܝୋɚࡈഐၑ˚׵ʕ̯ഐၑӻ୕ʹϗf׵ʕ̯ഐၑӻ୕ආБʘהϞݺਗѩ඲Աኽʔࣛ͛ࣖʘʕ̯ഐၑӻ୕ɓছ ஝ۆʿʕ̯ഐၑӻ୕༶Ъ೻ҏ஝ۆආБf

BIRMINGHAM SPORTS HOLDINGS LIMITED

Ь׼ጫ᜗ԃછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

€׵කਟ໊ࢥൗ̅ϓͭʘϞࠢʮ̡

(Stock Code: 2309)

€ٰ΅˾໮j2309

RIGHTS ISSUE OF RIGHTS SHARES AT THE SUBSCRIPTION PRICE

OF HK$0.05 PER RIGHTS SHARE ON THE BASIS OF ONE RIGHTS SHARE FOR

EVERY TWO EXISTING SHARES HELD ON THE RECORD DATE

ܲ׵া፽˚ಂӊܵϞՇٰତϞٰ΅ ᐏ೯ɓٰԶٰٰ΅ʘਿ๟˸ႩᒅᄆӊٰԶٰٰ΅0.05ಥʩආБԶٰ

PAYABLE IN FULL ON ACCEPTANCE

NOT LATER THAN 4:00 P.M. ON THURSDAY, 11 APRIL 2019

ٰಛ௰፰඲׵2019ϋ4˜11˚€݋ಂ̬ɨʹ4͍ࣛટॶࣛΌᅰᖮԑ

PROVISIONAL ALLOTMENT LETTER

ᅲ֛ৣᕘஷࣣٝ

Hong Kong branch share registrar and transfer office:

Tricor Tengis Limited Level 22, Hopewell Centre 183 Queen's Road East Hong Kong

࠰ಥٰ΅ཀ˒೮াʱஈj ՙԳ೮ઠࣛϞࠢʮ̡ ࠰ಥ ެΧɽ༸؇183໮ Υձʕː22ᅽ

Registered office: ൗ̅፬ԫஈj

4th Floor, Harbour Place 103 South Church Street George Town, P.O. Box 10240 Grand Cayman KY1-1002 Cayman Islands

Principal place of business in Hong Kong: 31/F., Vertical Sq

No. 28 Heung Yip Road Wong Chuk Hang Hong Kong

࠰ಥ˴ࠅᐄุήᓃj ࠰ಥ ර϶Ѧ ࠰໢༸28໮ ྗ֠ි31ᅽ

27 March 2019 2019ϋ3˜27˚

Name(s) and address of the Qualifying Shareholder(s)

Υ༟ٰࣸ؇ʘ֑Τʿήѧ

Contact Telephone No.:

ᑌഖཥ༑໮ᇁj

Number of Shares registered in your name(s) on Tuesday, 26 March 2019 ׵2019ϋ3˜26˚€݋ಂɚ೮া ׵ ტɨΤɨʘٰ΅ᅰͦ

Box A ͠ᙷ

Number of Rights Shares provisionally allotted to you subject to payment in full on acceptance by not later than 4:00 p.m. on Thursday, 11 April 2019 ᅲ֛ৣ೯ʚ ტɨʘԶٰٰ΅ᅰͦd ٰಛ௰፰඲׵2019ϋ4˜11˚€݋ ಂ ̬ɨ ʹ4͍ࣛટॶࣛᖮԑ

Box B ɔᙷ

Total subscription monies payable in full upon acceptance ׵ટॶࣛᏐᖮԑʘႩᒅٰಛᐼᕘ

Box C HK$ ˯ᙷ

ಥʩ

Provisional Allotment Letter No.

ᅲ֛ৣᕘஷࣣٝᇜ໮

TO ACCEPT THIS PROVISIONAL ALLOTMENT OF RIGHTS SHARES IN FULL, YOU MUST LODGE THIS PAL INTACT WITH THE REGISTRAR, TRICOR TENGIS LIMITED, AT LEVEL 22, HOPEWELL CENTRE, 183 QUEEN'S ROAD EAST, HONG KONG, TOGETHER WITH A REMITTANCE BY CHEQUE OR CASHIER'S ORDER IN HONG KONG DOLLARS FOR THE FULL AMOUNT SHOWN IN BOX C ABOVE SO AS TO BE RECEIVED BY THE REGISTRAR BY NOT LATER THAN 4:00 P.M. ON THURSDAY, 11 APRIL 2019 (OR, UNDER BAD WEATHER CONDITIONS, SUCH LATER TIME AND/OR DATE AS MENTIONED IN THE PARAGRAPH HEADED "EFFECT OF BAD WEATHER ON THE LATEST TIME FOR ACCEPTANCE" OVERLEAF). ALL REMITTANCES MUST BE MADE IN HONG KONG DOLLARS AND CHEQUES MUST BE DRAWN ON AN ACCOUNT WITH, OR CASHIER'S ORDERS MUST BE ISSUED BY, A LICENSED BANK IN HONG KONG AND MADE PAYABLE TO "Birmingham Sports Holdings Limited - PAL Account" AND CROSSED "ACCOUNT PAYEE ONLY". INSTRUCTIONS ON TRANSFER AND SPLITTING ARE SET OUT OVERLEAF. NO RECEIPT WILL BE GIVEN FOR SUCH REMITTANCE.

The Rights Issue is conditional upon the fulfilment (or waiver (as appropriate)) of the conditions set out under the paragraph headed "Conditions of the Rights Issue and the Underwriting Agreement" in the letter from the Board in the Prospectus.

If at any time on or before the Latest Time for Termination:

(a) there occurs any new regulation or any change in the existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may in the reasonable opinion of the Underwriter materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or

• (b) there occurs any local, national or international event or change, whether or not forming part of a series of events or changes occurring or continuing before, or after the date of the Underwriting Agreement, of a political, military, financial, economic or other nature (whether or not ejusdem generis with any of the foregoing), or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets which may, in the reasonable opinion of the Underwriter, materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or

• (c) any material adverse change in the business or in the financial or trading position of the Group as a whole; or

• (d) any material adverse change in market conditions (including, without limitation, a change in fiscal or monetary policy or foreign exchange or currency markets, suspension or restriction of trading in securities) which, in the reasonable opinion of the Underwriter, makes it inexpedient or inadvisable to proceed with the Rights Issue; then in any such case the Underwriter may, after consultation with the Company or its advisers as the circumstances shall admit, by notice in writing to the Company on its own behalf (which may be given at any time up to the Latest Time for Termination) rescind the Underwriting Agreement.

Upon rescission of the Underwriting Agreement by the Underwriter, all liabilities of the parties to the Underwriting Agreement will cease and determine and no party will have any claim against any other party in respect of any matter or thing arising out of or in connection with the Underwriting Agreement (save in respect of any antecedent breach of any obligation under the Underwriting Agreement and in respect of any costs, fees and other expenses incurred in connection with the Rights Issue (other than any underwriting commission) which will be borne by the Company).

The Shares have been dealt with on an ex-rights basis from Monday, 18 March 2019. Dealings in the Rights Shares in their nil-paid form will take place from 9:00 a.m. on Friday, 29 March 2019 to 4:00 p.m. on Monday, 8 April 2019 (both dates inclusive). If the conditions of the Rights Issue are not fulfilled in whole (or, in respect of certain conditions, waived) or the Underwriting Agreement is terminated by the Underwriter on or before 4:00 p.m. on Friday, 12 April 2019 (or such later time as the Underwriter may agree with the Company), the Rights Issue will not proceed.

Accordingly, any persons contemplating dealings in the Shares up to the date on which all the conditions to which the Rights Issue is subject are fulfilled (or waived (as appropriate)) (and the date on which the Underwriter's right of termination of the Underwriting Agreement ceases), and any dealings in the nil-paid Rights Shares from 9:00 a.m. on Friday, 29 March 2019 to 4:00 p.m. on Monday, 8 April 2019 (both dates inclusive) shall bear the risk that the Rights Issue may not become unconditional or may not proceed. Any Shareholder or other person contemplating any dealings in the Shares and/or nil-paid Rights Shares are recommended to consult their own professional advisers and exercise caution.

Each person accepting the provisional allotment specified in this PAL confirms that he/she/it has read the terms and conditions and acceptance procedures set out in the enclosed sheet and in the Prospectus and agrees to be bound by them.

ტɨν૧ટॶΌ௅Զٰٰ΅ʘᅲ֛ৣᕘd̀඲ਗ਼͉ᅲ֛ৣᕘஷࣣٝ዆΅ஹΝ˸ಥʩᖮ˹ʘɪ˖˯ᙷהͪʘΌᅰ ٰಛ€˸˕ୃאვБ͉ୃҖόd௰፰඲׵2019ϋ4˜11˚€݋ಂ̬ɨʹ4͍ࣛ€א׵ెΕ˂ंઋرɨdۆ׵ߠࠫ˜ె Ε˂ं࿁௰ܝટॶࣛࠢٙᅂᚤ™ɓݬהࠑʘ༰ܝࣛගʿŊא˚ಂʹΫཀ˒೮াஈՙԳ೮ઠࣛϞࠢʮ̡€ήѧމ࠰ ಥެΧɽ༸؇183໮Υձʕː22ᅽԨᐏཀ˒೮াஈϗ৆fהϞٰಛ඲˸ಥʩᖮ˹dԨ˸ί࠰ಥܵ೐ვБ˒ɹක̈ ʘ˕ୃא˸࠰ಥܵ೐ვБ೯̈ʘვБ͉ୃ˕˹fהϞ˕ୃאვБ͉ୃѩ඲ൗ׼ױ᎘ɛމ˜Birmingham Sports Holdings Limited - PAL Account™dԨ˸˜̥ࡘɝױ᎘ɛሪ˒™ྌᇞ˙όක̈fϞᗫᔷᜫʿʱװৣᕘʘܸͪ༱׵ߠࠫf ͉ʮ̡ਗ਼ʔఱϞᗫٰಛ̤೯ϗኽf Զٰ඲ܙԶٰ௝೻໨ԫึՌ΁ɓື˜Զٰʿ̍ቖ՘ᙄٙૢ΁™ݬໝה༱ૢ΁ᐏ༺ϓאᒀе€ൖቇ͜ઋرϾ֛ܝd ˙̙Ъྼf ࡊ׵௰ܝ୞˟ࣛࠢאʘۃ΂Оࣛගj

(a) ΂Оอ஝Է̈ତאତϞجԷא஝Է€אϞᗫʘ̡ج༕ᙑ̈ତ΂Оᜊਗdא೯͛΂О׌ሯٙԫ΁dϾ̍ቖਠ ΥଣႩމ࿁͉ණྠʘ዆᜗ุਕאৌਕא຾ᐄًرאۃ౻࿴ϓࠠɽʔлᅂᚤiא

• (b) ೯͛΂Оή˙e਷࢕א਷ყԫ΁א݁طeࠏԫeږፄe຾᏶אՉ˼׌ሯ€ʔሞ݊щၾɪࠑ΂Оԫ΁ᗳЧԫ ΁ٙᜊਗ€ʔሞ݊щ࿴ϓ׵̍ቖ՘ᙄ˚ಂʘۃאʘܝה೯͛אܵᚃٙɓஹЕԫ΁אᜊਗٙɓ௅΅dא೯͛ ΂Оή˙e਷࢕א਷ყᅮ࿁ԫ΁א؛ༀላ߉אϞᗫઋرʺॴdא೯͛ᅂᚤ຅ήᗇՎ̹ఙٙԫ΁dϾ̍ቖਠ ΥଣႩމ̙࿁͉ණྠٙ዆᜗ุਕאৌਕא຾ᐄًرאۃ౻࿴ϓࠠɽʔлᅂᚤiא

• (c) ͉ණྠٙ዆᜗ุਕאৌਕא຾ᐄًر̈ତ΂Оࠠɽʔлᜊਗiא

• (d) ̹ఙًر̈ତ΂Оࠠɽʔлᜊਗ€ܼ̍Шʔࠢ׵ৌ݁א஬࿆݁ഄא̮ිא஬࿆̹ఙ̈ତᜊਗeʕᓙאࠢՓᗇ Վ൯ርdϾ̍ቖਠΥଣႩމԶٰᜊ੻ʔ֝אʔᏐආБi ۆί΂О༈ഃઋرɨd̍ቖਠ຾ፔ༔͉ʮ̡אՉᚥਪܝd̙ঐίઋر஢̙ɨ˾ڌՉ͉Ԓ€̙׵࿚Ї௰ܝ୞˟ࣛࠢ ۃ΂Оࣛග೯ࣣ̈ࠦஷ͉ٝʮ̡՟ऊ̍ቖ՘ᙄf ̍ቖਠ׵՟ऊ̍ቖ՘ᙄܝd̍ቖ՘ᙄ΢ࠈߒ˙Ϟᗫ̍ቖ՘ᙄʘהϞப΂ਗ਼ʚ୞˟ʿ୞ഐdϾ฿ೌࠈߒ˙̙Ϊאఱ ̍ቖ՘ᙄהପ͛ʘ΂Оԫ֝אԫ΁ϾΣ࿁˙౤̈΂О͡॰€ઓϞᗫ΂Оԫ΋༼ˀ̍ቖ՘ᙄධɨʘ΂Оப΂ʿϞᗫ ਗ਼͉͟ʮ̡וዄఱԶٰପ͛ʘ΂Оϓ͉e൬͜ʿՉ˼ක˕€ʔܼ̍΂О̍ቖЩږৰ̮f ٰ΅ʊ׵2019ϋ3˜18˚€݋ಂɓৎܲৰᛆਿ๟൯ርf͊ᖮٰಛԶٰٰ΅ਗ਼׵2019ϋ3˜29˚€݋ಂʞɪʹ9͍ࣛЇ 2019ϋ4˜8˚€݋ಂɓɨʹ4͍ࣛ€ܼ̍࠯҈Շ˚൯ርfࡊԶٰૢ΁Ό௅͊ᐏ༺ϓ€אఱ߰ʍૢ΁ϾԊd͊ᐏᒀе א׵2019ϋ4˜12˚€݋ಂʞɨʹ4͍ࣛ€א̍ቖਠၾ͉ʮ̡̙ঐ՘֛ʘϞᗫ༰ܝࣛගאʘۃd̍ቖ՘ᙄ஗̍ቖਠ ୞˟dۆԶٰਗ਼ʔึආБf ΪϤdϞจ׵ԶٰʘהϞૢ΁ᐏ༺ϓ€אᒀе€ൖቇ͜ઋرϾ֛€ʿ̍ቖ՘ᙄධɨ̍ቖਠٙ୞˟ᛆ୞˟ʘ˚ಂ ۃ൯ርٰ΅ʿ͟2019ϋ3˜29˚€݋ಂʞɪʹ9͍ࣛЇ2019ϋ4˜8˚€݋ಂɓɨʹ4 ͍ࣛ€ܼ̍࠯҈Շ˚൯ር΂О ͊ᖮٰಛԶٰٰ΅ʘ΂Оɛɻdѩ඲וዄԶٰ̙ঐʔึϓމೌૢ΁א̙ঐʔึආБʘࠬᎈfϞจ൯ር΂Оٰ΅ʿ Ŋא͊ᖮٰಛԶٰٰ΅ʘ΂Оٰ؇אՉ˼ɛɻdܔᙄፔ༔־ഃ͉Ԓʘਖ਼ุᚥਪʿᄲฐБԫf ટॶ͉ᅲ֛ৣᕘஷࣣٝהࠈ׼ʘᅲ֛ৣᕘʘӊЗɛɻѩᆽႩՉʊቡᛘהڝ˖΁ʿԶٰ௝೻ה༱ʘૢಛʿૢ΁˸ ʿટॶ˓ᚃdԨΝจաՉߒҼf

A SEPARATE CHEQUE OR CASHIER'S ORDER MUST ACCOMPANY EACH APPLICATION

NO RECEIPT WILL BE GIVEN FOR REMITTANCE ӊ΅͡ሗ඲ᎇڝɓੵዹͭක̈ʘ˕ୃאვБ͉ୃ ͉ʮ̡ਗ਼ʔఱٰಛ̤೯ϗኽ