Birmingham Sports : EXCESS APPLICATION FORM (in PDF)

Excess Application Form No.

IMPORTANT

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.

THIS EXCESS APPLICATION FORM ("EAF") IS VALUABLE BUT IS NOT TRANSFERABLE AND IS ONLY FOR THE USE BY THE QUALIFYING SHAREHOLDER(S) NAMED BELOW WHO WISH(ES) TO APPLY FOR THE EXCESS RIGHTS SHARES IN ADDITION TO THOSE RIGHTS SHARES PROVISIONALLY ALLOTTED TO HIM/HER/IT/THEM UNDER THE RIGHTS ISSUE. THIS EAF REQUIRES YOUR IMMEDIATE ATTENTION. THE OFFER CONTAINED IN THIS EAF AND THE ACCOMPANYING PROVISIONAL ALLOTMENT LETTER ("PAL") EXPIRES AT 4:00 P.M. ON THURSDAY, 11 APRIL 2019.

IF YOU ARE IN ANY DOUBT AS TO ANY ASPECT OF THIS EAF, OR AS TO THE ACTION TO BE TAKEN, OR IF YOU HAVE SOLD OR TRANSFERRED ALL OR PART OF YOUR SHARES OF 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).

A copy of the Prospectus, together with a copy of the PAL, this 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 referred to above.

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

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.

The Rights Issue is conditional upon the fulfilment 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.

Hong Kong branch share registrar and transfer office:

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

Registered office:

4th Floor, Harbour Place 103 South Church Street George Town

P.O. Box 10240

BIRMINGHAM SPORTS HOLDINGS LIMITED

Ь׼ጫ᜗ԃછٰϞࠢʮ̡

Grand Cayman KY1-1002 Cayman Islands

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2309)

Principal place of business in Hong Kong:

31/F., Vertical Sq

RIGHTS ISSUE ON THE BASIS OF ONE RIGHTS SHARE FOR

EVERY TWO EXISTING SHARES HELD ON

THE RECORD DATE PAYABLE IN FULL ON ACCEPTANCE

No. 28 Heung Yip Road Wong Chuk Hang Hong Kong

BY NOT LATER THAN

4:00 P.M. ON THURSDAY, 11 APRIL 2019

EXCESS APPLICATION FORM

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

Application can only be made by the Qualifying Shareholder(s) named herein.

Excess Application Form No.

To: The Directors

Birmingham Sports Holdings Limited

Dear Sir/Madam,

I/We, being the Qualifying Shareholder(s) named above, hereby irrevocably apply for

excess Rights Share(s)at the Subscription Price of HK$0.05 per Rights Share under the Rights Issue in respect of which I/we enclose a separate remittance by cheque or cashier's order in favour of "Birmingham Sports Holdings Limited - EAF Account" and crossed "Account Payee Only" issuedfor HK$

being the payment in full on application for the aforementioned number of excess Rights Share(s).

I/We hereby request you to allot such excess Rights Shares applied for, or any lesser number, to me/us and to send by ordinary post at my/ our risk to the address shown above my/our share certificate(s) for the number of additional Rights Shares as may be allotted to me/us in respect of this application and/or a cheque for any surplus application money refundable to me/us. I/We understand the Board will allocate the excess Rights Shares to the Qualifying Shareholders who have applied for excess application at its discretion, but on a pro-rata basis in proportion to the number of excess Rights Shares being applied for under each application. In determining the number of excess Rights Shares to be allocated to a Qualifying Shareholder, no reference will be made to the number of Rights Shares subscribed by that Qualifying Shareholder through applications by PAL or the existing number of Shares held by such Qualifying Shareholder. No preference will be given to topping up odd lots to whole board lots. I/We acknowledge that I am/we are not guaranteed to be allotted any of the excess Rights Shares applied for.

I/We, hereby undertake to accept such number of excess Rights Shares as may be allotted to me/us as aforesaid upon the terms set out in the Issue Documents and subject to the memorandum and articles of association of the Company. In respect of any excess Rights Shares allotted to me/us, I/we authorise you to place my/our name(s) on the register of members of the Company as holder(s) of such Rights Shares.

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2.

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4.

Signature(s) of applicant(s) (all joint applicants must sign)

Date:

2019

Contact Telephone No.:

All documents, including refund cheques (if any), will be sent by ordinary post at the risk of the relevant applicants or other persons entitled thereto to their registered addresses kept by the Registrar.

By completing, signing and submitting this EAF, you agree to disclose to the Company and/or the Registrar and/or their respective advisers and agents personal data and any information which they require about you or the person(s) for whose benefit you have made the application for excess Rights Shares. The Personal Data (Privacy) Ordinance (Chapter 486 of the laws of Hong Kong) (the "PDPO Ordinance") provides you with the right to ascertain whether the Company or the Registrar holds your personal data, to obtain a copy of that data, and to correct any data that is inaccurate. In accordance with the PDPO Ordinance, the Company and the Registrar have the right to charge a reasonable fee for the processing of any such request. All requests for access to data or correction of data or for information regarding policies and practices and the kinds of data held should be addressed to the Company, at its principal place of business in Hong Kong at 31/F., Vertical Sq, No. 28 Heung Yip Road, Wong Chuk Hang, Hong Kong or as notified from time to time in accordance with the applicable law, for the attention of the company secretary, or (as the case may be) to the Registrar at its address set out above for the attention of Privacy Compliance Officer.

This EAF and all applications pursuant to it shall be governed by and construed in accordance with the laws of Hong Kong.

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

NO RECEIPT WILL BE GIVEN FOR REMITTANCE

For office use only

Application Number	Number of excess Rights Shares applied for	Amount paid on application	Balance refunded
HK$	HK$

ᕘ̮͡ሗڌࣸᇜ໮

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