Birmingham Sports : NOTICE OF EXTRAORDINARY GENERAL MEETING (in PDF)

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BIRMINGHAM SPORTS HOLDINGS LIMITED

Ь׼ጫ᜗ԃછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2309)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of Birmingham Sports Holdings Limited (the "Company") will 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. for the purposes of considering and, if thought fit, passing with or without amendments the following ordinary resolutions:

ORDINARY RESOLUTIONS

1.

"THAT

(a)the Long Term Lease Agreement dated 28 August 2018 (the "Long Term Lease Agreement"), a copy of which is marked "A" and signed by the chairman of the EGM (the "Chairman") for the purposes of identification, entered into among Graticity Real Estate Development Co., Ltd. as lessor and Deep Blue Trade (Cambodia) Co., Ltd. as lessee relating to the lease of properties in Cambodia at the aggregate consideration of approximately US$16.3 million (equivalent to approximately HK$127.2 million) and all transactions contemplated thereunder or in relation thereto be and are hereby approved, confirmed and/or ratified;

• (b) conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, 832,610,000 new ordinary shares of HK$0.01 each in the share capital of the Company (the "Consideration Shares"), the directors of the Company (the "Directors") be and are hereby granted a specific mandate (the "Specific Mandate") to allot, issue, credited as fully paid, the Consideration Shares pursuant to the Long Term Lease Agreement, provided that the Specific Mandate shall be in addition to and shall not prejudice nor revoke such other general or specific mandate(s) which may from time to time be granted to the Directors prior to or after the passing of this resolution; and

• (c) any Director be and is hereby authorised to execute all documents and to do all such things and take all such other steps which, in his/her opinion, may be necessary, appropriate, desirable or expedient to implement and/or give effect to the terms of, or the transactions contemplated in and for completion of the Long Term Lease Agreement, including but not limited to the allotment and issue of the Consideration Shares and to agree to such variation, amendment or waiver in relation thereto."

2.

"THAT

• (a) the Master Lease Agreement dated 28 August 2018 (the "Master Lease Agreement"), a copy of which is marked "B" and signed by the Chairman for the purposes of identification, entered into between Celestial Fame Investments Limited as lessor and Ever Depot Limited as lessee relating to the lease of properties in Cambodia and all transactions contemplated thereunder or in relation thereto be and are hereby approved, confirmed and/ or ratified;

• (b) the annual caps for the continuing connected transactions constituted by the transactions contemplated under the Master Lease Agreement for the three years ending 30 June 2019, 2020 and 2021 as set out in the circular of the Company dated 20 November 2018 be and are hereby approved, confirmed and/or ratified; and

(c)any Director be and is hereby authorised to execute all documents and to do all such things and take all such other steps which, in his/her opinion, may be necessary, appropriate, desirable or expedient to implement and/or give effect to the terms of, or the transactions contemplated in and for completion of the Master Lease Agreement, including but not limited to agree to such variation, amendment or waiver in relation thereto."

By Order of the Board Birmingham Sports Holdings Limited

Zhao Wenqing

Chairman

Hong Kong, 20 November 2018

Notes:

• 1. Any member entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company.

• 2. To be valid, the form of proxy and the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority must be lodged at 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, not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

• 3. Where there are joint holders of share(s) of the Company, any one of such holders may vote at the meeting either personally or by proxy in respect of such share(s) as if he were solely entitled thereto, but if more than one of such joint holders be present at the meeting personally or by proxy, that one of such holders so presents whose name stands first on the register of members of the Company in respect of such share(s) shall alone be entitled to vote in respect thereof.

• 4. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the EGM and in such event, the instrument appointing a proxy shall be deemed to be revoked.

• 5. As required under the Rules Governing the Listing of Securities on the Main Board of The Stock Exchange of Hong Kong Limited ("Stock Exchange"), all of the above resolutions will be voted by way of poll.

• 6. If typhoon signal No. 8 or above, or a "black" rainstorm warning is in effect any time after 7:00 a.m. on the date of the EGM, the meeting will be postponed. The Company will publish an announcement on the website of the Company atwww.bshl.com.hkand the website of the Stock Exchange atwww.hkexnews.hkon the "Latest Company Announcements" page to notify shareholders of the Company of the date, time and place of the rescheduled meeting.

• 7. As at the date of this notice, the Board comprises nine Directors, namely Mr. Zhao Wenqing (Chairman), Mr. Huang Dongfeng (Chief Executive Officer), Ms. Chan Yuk Yee, Mr. Yiu Chun Kong and Mr. Hsiao Charng Geng as Executive Directors; Mr. Sue Ka Lok as Non-executive Director; and Mr. To Yan Ming, Edmond, Mr. Pun Chi Ping and Ms. Leung Pik Har, Christine as Independent Non-executive Directors.