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Apollo Future Mobility Group Limited Capital/Financing Update 2019

Nov 4, 2019

49519_rns_2019-11-04_fd6f9fdb-59dc-4d6a-b089-ad28e98a3686.pdf

Capital/Financing Update

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Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 31/10/2019

To : Hong Kong Exchanges and Clearing Limited

WE Solutions Limited Name of Issuer (incorporated in the Cayman Islands with limited liability) Date Submitted 4 November 2019

  • I. Movements in Authorised Share Capital

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1. Ordinary Shares
(1) Stock code : 00860 Description : ORDINARY SHARE
Authorised share
No. of ordinary Par value capital
shares (HK$) (HK$)
Balance at close of preceding month 10,000,000,000 0.10 1,000,000,000.00
Increase/(decrease) Nil Nil
Balance at close of the month 10,000,000,000 0.10 1,000,000,000.00
(2) Stock code : N/A Description : N/A
Par value Authorised share
No. of ordinary (State capital
shares currency) (State currency)
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month
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  1. Preference Shares
2. Preference Shares 2. Preference Shares 2. Preference Shares 2. Preference Shares 2. Preference Shares 2. Preference Shares
Stock code :
N/A
Description :
No. of
preference
shares
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month		 N/A
Par value
(State
currency)
Authorised share
capital
(State currency)
Par value
(State
currency)
3.OtherClasses ofShares
Stock code :
N/A
Description :
No. of other
classes of
shares
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month		 N/A
Par value
(State
currency)
Authorised share
capital
(State currency)
Par value
(State
currency)
Total authorised share capital at the end of the month (HK$) : 1,000,000,000.00

II. Movements in Issued Share Capital

Balance at close of
preceding month
Increase/ (decrease)
during the month
Balance at close of
the month		 No. of ordinary shares
No of preference
shares
No. of other
classes of shares
(1)
(2)		 No. of ordinary shares
No of preference
shares
No. of other
classes of shares
(1)
(2)		 No. of ordinary shares
No of preference
shares
No. of other
classes of shares
(1)
(2)		 No. of ordinary shares
No of preference
shares
No. of other
classes of shares
(1)
(2)
7,170,198,562 N/A
N/A
N/A		 N/A
N/A
N/A		 N/A
N/A
N/A
Nil
7,170,198,562

III. Details of Movements in Issued Share Capital

Share Options (underShare OptionSchemes oftheIssuer) Share Options (underShare OptionSchemes oftheIssuer) Share Options (underShare OptionSchemes oftheIssuer) Share Options (underShare OptionSchemes oftheIssuer) Share Options (underShare OptionSchemes oftheIssuer)
Particulars of
share option
scheme
including EGM
approval date
(dd/mm/yyyy) and
class of shares
issuable		 Movement during themonth No. of new shares of
issuer issued during
the month pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant
thereto as at close of
the month
Granted Exercised Cancelled Lapsed
1. AGM approval
date:
01/03/2013
Exercise Price:
HK$0.65


Ordinaryshares
(Note 1)



2. AGM approval
date:
01/03/2013

Exercise Price:
HK$0.85


Ordinaryshares
(Note 1)
3. AGM approval
date:
01/03/2013

Exercise Price:
HK$1.776


Ordinaryshares
(Note 1)
4. EGM approval
date:
20/04/2018
Exercise Price:
HK$1.782
Ordinaryshares
(Note 1)

Nil		 Nil Nil Nil Nil
Nil
Nil




Nil		 5,033,526





Nil		 Nil Nil Nil 20,000,000



Nil		 Nil Nil Nil 1,700,000
Nil Nil Nil



Nil		 50,000,000
Particulars of
share option
scheme
including EGM
approval date
(dd/mm/yyyy) and
class of shares
issuable		 Particulars of
share option
scheme
including EGM
approval date
(dd/mm/yyyy) and
class of shares
issuable		 Movement during themonth Movement during themonth Movement during themonth Movement during themonth No. of new shares of
issuer issued during
the month pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant
thereto as at close of
the month		 No. of new shares of
issuer issued during
the month pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant
thereto as at close of
the month
Granted Exercised Cancelled Lapsed
5. AGM approval
date:
01/03/2013
Exercise Price:
HK$0.475


Ordinaryshares
Nil
Nil
Nil
Nil
(Note 1)





Total A. (Ordinary shares)


(Preference shares)


(Preference shares)
Total funds raised during the month from exercise
of options (HK$)
Nil

 5. AGM approval
date:
01/03/2013

Nil		 Nil Nil Nil Nil

Nil
N/A
N/A		 78,000,000
Exercise Price:
HK$0.475
Ordinaryshares

No. of new shares of No. of new shares of issuer issued during issuer which may be the month pursuant issued pursuant thereto thereto as at close of the month

Warrants to Issue Shares of the Issuer which are to be Listed

Description of warrants
(Date ofexpiry-dd/mm/yyyy)		 Description of warrants
(Date ofexpiry-dd/mm/yyyy)		 Description of warrants
(Date ofexpiry-dd/mm/yyyy)		 Currency
of nominal
value
Nominal value
at close of
preceding
month		 Currency
of nominal
value
Nominal value
at close of
preceding
month
Exercised
during the
month
Nominal value
at close of the
month
No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month
Exercised
during the
month
Nominal value
at close of the
month
No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month
Exercised
during the
month
Nominal value
at close of the
month
No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month
Exercised
during the
month
Nominal value
at close of the
month
No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month
Exercised
during the
month
Nominal value
at close of the
month
No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month
1. N/A N/A N/A N/A

N/A

N/A
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
( / / )

2.


N/A
N/A
N/A

( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
( / / )

Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed)

Class and description Class and description Currency of
amount
outstanding
Amount at
close of
preceding
month		 Converted
during the
month		 Amount at
close of the
month		 Amount at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month

1. N/A N/A N/A N/A


N/A





N/A
N/A
N/A


N/A
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy))
2.


Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)

Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including Options (other than under Share Option Schemes)


Options (other than under Share Option Schemes)
Options (other than under Share Option Schemes)
Full particulars including EGM approval date (dd/mm/yyyy),
if applicable, and class of shares issuable:		 No. of new shares
of issuer issued
during the month
pursuant thereto
No. of new shares of
issuer which may be
issued pursuant
thereto as at close of
the month

1.
2.
3.
Pursuant to theAgreement dated16May2019 and the		 Nil
Nil


N/A
N/A
N/A		 Nil
Supplemental Agreement dated15August2019, the
Companyhas conditionally agreed to purchase, and the
Vendor has conditionally agreed to sell, the Sale Shares
representing approximately 86.06% ofthe total issued share
capitaloftheTarget Company. Depending onthefinancial
performance oftheTarget Groupforthe three years ending
31 December 2021, up to1,655,232,000 Consideration
Sharesmay beissued and allotted to theVendor.
Fordetails, pleasereferto the announcements dated16May
2019 and15August2019.
EGM Approval Date: To Be Confirmed
Ordinary shares_(Note 1)_
Pursuant to theAgreement dated 31October 2019, the Nil
Companyhas conditionally agreed to purchase, and the
Vendorshave conditionally agreed to sell, the Sale Shares
representing the entireissued share capitaloftheTarget
Company. The aggregate consideration fortheAcquisitionof
up to approximatelyEUR36,000,000 comprises (a) theInitial
Consideration Priceinthe amount of EUR15,000,000; and
(b) to the extent certainprofit targets aremet, theFurther
Consideration Priceinthe amount ofup toEUR4,200,000
and the ConsiderationShares ofanaggregatevalue ofup to
approximatelyEUR16,800,000. Themaximumaggregate
numberofConsiderationShares to be allotted andissued to
theVendors shall not exceed281,080,000 Shares.
Fordetails, pleasereferto the announcements dated 31
October 2019.
EGM Approval Date: To Be Confirmed

Ordinary shares_(Note 1)_

N/A
( / / )
shares_(Note 1)_
Total D.(Ordinaryshares)
(Preference shares)
(Other class)

Other Movements in Issued Share Capital


Type of Issue
No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month
No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month
No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month

1. Rights issue
At price :
State
currency		 Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A N/A
2. Open offer
At price :
State
currency		 Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A N/A
3. Placing
At price :
State
currency		 Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A N/A
4. Bonus issue Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A N/A
Type of Issue No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month

5. Scrip dividend
At price :
State
currency		 Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A N/A
6. Repurchase of
shares		 Class
of
shares
repurchased_(Note 1)
Cancellation date :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A N/A
7. Redemption of
shares		 Class
of
shares
redeemed_(Note 1)
Redemption date :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A N/A
8. Consideration
issue
At price :
State
currency
Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A N/A
Type of Issue No. of new
shares of issuer
issued during
the month
pursuant
thereto
No. of
new
shares
of issuer
which
may be
issued
pursuant
thereto
as at
close of
the
month		 No. of new
shares of issuer
issued during
the month
pursuant
thereto
No. of
new
shares
of issuer
which
may be
issued
pursuant
thereto
as at
close of
the
month		 No. of new
shares of issuer
issued during
the month
pursuant
thereto
No. of
new
shares
of issuer
which
may be
issued
pursuant
thereto
as at
close of
the
month

9. Capital
reorganisation		 Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A N/A
10. Other:
(Please specify)At price :
State
currency
Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A N/A
Total E. (Ordinary shares)
(Preference shares)
(Other class)		 N/A
N/A

N/A
Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E):
(1)		 Nil
(2) N/A
Total increase / (decrease) in preference shares during the month (i.e. Total of A to E): N/A
Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to
E): N/A
(These figures should be the same as the relevant figures under II above (“Movements in Issued Share
Capital”).)

IV. Confirmations

We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued by the issuer during the month as set out in Part III which has not been previously disclosed in a return published under rule 13.25A, it has been duly authorized by the board of directors of the listed issuer and, insofar as applicable:

(Note 2)

(i) all money due to the listed issuer in respect of the issue of securities has been received by it; (ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under “Qualifications of listing” have been fulfilled;

  • (iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;

  • (iv) all the securities of each class are in all respects identical (Note 3) ;

  • (v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with other legal requirements;

  • (vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue;

  • (vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and

  • (viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies.

Remarks (if any):

N/A

Submitted by: Tricor Tengis Limited

Title: Branch Share Registrar (Director, Secretary or other duly authorised officer)

Notes :

1. State the class of shares (e.g. ordinary, preference or other).

2. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under rule 13.25A in relation to the securities issued, no further confirmation is required to be made in this return.

3. “Identical” means in this context:

    • the securities are of the same nominal value with the same amount called up or paid up;

  • they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and

  • they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

4.

If there is insufficient space, please append the prescribed continuation sheet.

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