Birmingham Sports : (1) MAJOR AND CONNECTED TRANSACTION RELATING TO THE ACQUISITION OF PROPERTIES IN CAMBODIA; (2) ISSUE OF CONSIDERATION SHARES UNDER SPECIFIC MANDATE; (3) CONTINUING CONNECTED TRANSACTION RELATING TO LEASE OF PROPERTIES IN CAMBODIA; AND (4) NOTICE OF EXTRAORDINARY GENERAL MEETING (in PDF)

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Birmingham Sports Holdings Limited, you should at once hand this circular and the enclosed form of proxy to the purchaser or the transferee or to the licensed securities dealer, or to the bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities mentioned herein.

BIRMINGHAM SPORTS HOLDINGS LIMITED

Ь׼ጫ᜗ԃછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2309)

(1) MAJOR AND CONNECTED TRANSACTION RELATING TO

THE ACQUISITION OF PROPERTIES IN CAMBODIA;

(2) ISSUE OF CONSIDERATION SHARES UNDER SPECIFIC MANDATE;

(3) CONTINUING CONNECTED TRANSACTION RELATING

TO LEASE OF PROPERTIES IN CAMBODIA;

AND

(4) NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed ''Definitions'' of this circular, unless the context otherwise requires.

A letter from the Board is set out on pages 5 to 21 of this circular. A letter from the Independent Board Committee to the Independent Shareholders is set out on pages 22 to 23 of this circular. A letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 24 to 54 of this circular.

A notice convening the EGM to be held at Plaza 3, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Thursday, 6 December 2018 at 10:30 a.m. is set out on pages EGM-1 to EGM-3 of this circular. A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from subsequently attending and voting in person at the EGM or any adjournment thereof (as the case may be) should you so wish and in such event, the instrument appointing the proxy shall be deemed to be revoked.

This circular will remain on the website of the Stock Exchange (www.hkexnews.hk) and on the website of the Company (www.bshl.com.hk).

20 November 2018

EGM NOTICE ....................................................................

CONTENTS
Page
DEFINITIONS ...................................................................	1
LETTER FROM THE BOARD .....................................................	5
LETTER FROM THE INDEPENDENT BOARD COMMITTEE .......................	22
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER .......................	24
APPENDIX I - FINANCIAL INFORMATION OF THE GROUP ..................	I-1
APPENDIX II - UNAUDITED PRO FORMA FINANCIAL INFORMATION
OF THE GROUP .............................................	II-1
III-1
IV-1
EGM-1

APPENDIX III -

INDEPENDENT VALUATION REPORT .........................

APPENDIX IV

-

GENERAL INFORMATION ....................................

In this circular, the following expressions have the following meanings, unless the context otherwise requires:

''Announcement''	the announcement of the Company dated 28 August 2018 in
relation to, among other things, the Transactions
''Annual Caps''	the proposed annual caps for transactions contemplated under the
Master Lease Agreement for the three years ending 30 June 2019,
2020 and 2021
''associate(s)''	has the meaning ascribed to it in the Listing Rules
''Block''	collectively, the Properties and the Remaining Properties
''Board''	the board of Directors
''Building''	the building with gross floor area of approximately 5,674.59 sq.m.
for commercial and educational use in One Park owned by the
Group
''Business Day(s)''	a day other than Saturday, Sunday and public holidays in
Cambodia
''Cambodia''	the Kingdom of Cambodia
''Celestial Fame''	Celestial Fame Investments Limited (天譽投資有限公司), whose
information is set out in the section headed ''Letter from the
Board - Information on the parties - Celestial Fame'' of this
circular
''Company''	Birmingham Sports Holdings Limited (伯明翰體育控股有限公
司), a company incorporated in the Cayman Islands with limited
liability, and the issued Shares of which are listed on the Main
Board of the Stock Exchange
''Completion''	completion of the Long Term Lease Agreement in accordance
with the terms thereof
''Completion Date''	the date on which Completion takes place
''connected person(s)''	has the meaning ascribed to it in the Listing Rules
''Consideration''	approximately US$16.3 million (equivalent to approximately
HK$127.2 million), being the consideration payable by Deep Blue
under the Long Term Lease Agreement
''Consideration Share(s)''	832,610,000 new Shares to be allotted and issued by the Company
at the Issue Price to satisfy the Consideration
1

''Deep Blue''

Deep Blue Trade (Cambodia) Co., Ltd., whose information is set out in the section headed ''Letter from the Board - Information on the parties - Deep Blue'' of this circular

''Delivery Date''

has the meaning as described in the section headed ''Letter from the Board - Long Term Lease Agreement - Delivery of the Block'' of this circular

''Director(s)''

the director(s) of the Company

''EGM''

the extraordinary general meeting of the Company to be convened and held at Plaza 3, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Thursday, 6 December 2018 at 10:30 a.m. for considering, and if thought fit, approving the resolutions as set out in the EGM Notice

''EGM Notice''

the notice convening the EGM which is set out on pages EGM-1 to EGM-3 of this circular

''Equity SPA''

the sale and purchase agreement dated 30 June 2017 entered into between, among others, the Company and Ever Depot relating to the acquisition of the entire issued share capital of Celestial Fame at a consideration of approximately US$9.7 million

''Ever Depot''

Ever Depot Limited (永聚有限公司), whose information is set out in the section headed ''Letter from the Board - Information on the parties - Ever Depot'' of this circular

''Extended Term''

has the meaning as described in the section headed ''Letter from the Board - Long Term Lease Agreement - Term'' of this circular

''GRED''

Graticity Real Estate Development Co., Ltd., whose information is set out in the section headed ''Letter from the Board - Information on the parties - GRED'' of this circular

''Group''

the Company and its subsidiaries from time to time

''Hong Kong''

''HK$''

Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC

''Independent Board Committee''

the independent committee of the Board comprising all independent non-executive Directors formed to advise the Independent Shareholders as to the Long Term Lease Agreement, the Master Lease Agreement and the transactions contemplated thereunder (including the Annual Caps)

''Independent Financial Adviser''

Lego Corporate Finance Limited, a licensed corporation to carry out Type 6 (advising on corporate finance) regulated activity under the SFO, being the independent financial adviser to the Independent Board Committee and the Independent Shareholders with respect to the Long Term Lease Agreement, the Master Lease Agreement and the transactions contemplated thereunder (including the Annual Caps)

''Independent Shareholders''

Shareholders other than GRED and its associates (including Ever Depot)

''Independent Third Party(ies)''

third party(ies) which is (are) independent of and not connected with the Company and its connected persons and not otherwise a connected person of the Company

''Independent Valuer''

JP Assets Consultancy Limited, an independent valuer appointed by the Group

''Issue Price''

''Initial Term''

has the meaning as described in the section headed ''Letter from the Board - Long Term Lease Agreement - Term'' of this circular the issue price of HK$0.0947 per Consideration Share

''Last Trading Day''

28 August 2018, being the last trading day of the Shares on the Stock Exchange prior to the publication of the Announcement

''Latest Practicable Date''

16 November 2018, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information in this circular

''Listing Rules''

the Rules Governing the Listing of Securities on the Stock Exchange

''Long Stop Date''

31 December 2018 (or such other date as the relevant parties may agree)

''Long Term Lease Agreement''

the Long Term Lease Agreement dated 28 August 2018 entered into between GRED and Deep Blue as more particularly described in the section headed ''Letter from the Board - Long Term Lease Agreement'' of this circular

''Master Lease Agreement''

the Master Lease Agreement dated 28 August 2018 entered into between Celestial Fame and Ever Depot as more particularly described in the section headed ''Letter from the Board - Master Lease Agreement'' of this circular

''One Park''

a property development project in Cambodia developed by GRED, details of which are disclosed in the circular of the Company dated 31 October 2017