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CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED — Share Issue/Capital Change 2021
May 6, 2021
49495_rns_2021-05-06_538c9fd9-1a6a-4e02-b89e-2d183142704c.pdf
Share Issue/Capital Change
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Monthly Return of Equity Issuer on Movements in Securities
For the month ended (dd/mm/yyyy) : 30/04/2021
To : Hong Kong Exchanges and Clearing Limited
Huayi Tencent Entertainment Company Limited Name of Issuer ( Incorporated in the Cayman Islands with limited liability) Date Submitted 06/05/2021
- I. Movements in Authorised Share Capital
1. Ordinary Shares
| 1. Ordinary Shares | 1. Ordinary Shares | 1. Ordinary Shares | 1. Ordinary Shares | 1. Ordinary Shares |
|---|---|---|---|---|
| (1) Stock code : 419 Description : No. of ordinary shares Balance at close of preceding month 150,000,000,000 Increase/(decrease) NIL Balance at close of the month 150,000,000,000 |
HUAYI TENCENT Par value (State currency) Authorised share capital (State currency) HK$0.02 HK$3,000,000,000.00 NIL HK$0.02 HK$3,000,000,000.00 |
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| Par value (State currency) HK$0.02 HK$0.02 |
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| (2) Stock code : N/A Description : No. of ordinary shares Balance at close of preceding month Increase/(decrease) Balance at close of the month |
N/A | Authorised share capital (State currency) |
||
| Par value (State currency) |
2. 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 240,760,000 Increase/(decrease) NIL Balance at close of the month 240,760,000 |
Preference Shares Par value (State currency) Authorised share capital (State currency) HK$0.01 HK$2,407,600.00 NIL HK$0.01 HK$2,407,600.00 |
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| Par value (State currency) HK$0.01 HK$0.01 |
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| 3. Other Classes of Shares | |||||
| 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) |
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| Par value (State currency) |
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| Total authorised share capital at the end of the month (State currency): |
HK$3,002,407,600.00 |
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 (1) (2) |
No. of ordinary shares No of preference shares (1) (2) |
No. of ordinary shares No of preference shares (1) (2) |
No. of other classes of shares |
|---|---|---|---|---|
| 13,498,106,577 NIL 13,498,106,577 |
N/A N/A N/A |
NIL NIL NIL |
N/A N/A N/A |
III. Details of Movements in Issued Share Capital
| Share Options (under Share Option Schemes of the Issuer) | Share Options (under Share Option Schemes of the Issuer) | Share Options (under Share Option Schemes of the Issuer) | Share Options (under Share Option Schemes of the Issuer) | Share Options (under Share Option Schemes of the Issuer) | Share Options (under Share Option Schemes of the Issuer) | |||
|---|---|---|---|---|---|---|---|---|
| Particulars of share option scheme including EGM approval date (dd/mm/yyyy) and class of shares issuable |
Movement during 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 |
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| Granted | Exercised | Cancelled | Lapsed | |||||
| 1.Share Option NIL NIL NIL NIL Scheme (04/06/2012) Ordinaryshares (Note 1) 2. N/A (/ /) shares (Note 1) 3. N/A (/ /) shares (Note 1) Total A. (Ordinary shares) (Preference shares) (Other class) Total funds raised during the month from exercise of options (State currency) NIL |
NIL | NIL NIL N/A N/A |
NIL | |||||
Warrants to Issue Shares of the Issuer which are to be Listed
| Description of warrants (Date of expiry-dd/mm/yyyy) |
Description of warrants (Date of expiry-dd/mm/yyyy) |
Description of warrants (Date of expiry-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 |
Exercised during the month Nominal value 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 |
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 |
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| ( / / ) Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 2. N/A |
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| ( / / | ) | ||||||||
| ( / / ) Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 3. N/A |
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| ( / / | ) | ||||||||
| ( / / ) Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 4. N/A |
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| ( / / | ) | ||||||||
| ( / / ) Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) |
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| ( / / | ) | ||||||||
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 | |||||||||
| Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy)) 2. N/A |
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| Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 3. N/A |
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| Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 4. N/A |
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| 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)
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
Options (other than under Share Option Schemes) |
Options (other than under Share Option Schemes) |
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|---|---|---|---|
| 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 |
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| Full particulars including EGM approval date (dd/mm/yyyy), if applicable, and class of shares issuable: |
the month | ||
| 1. 2. |
On 7 April 2021, the Company and Prowess Investment | NIL NIL N/A N/A |
NIL |
Limited (“PIL”) entered into the Capital Increase and |
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Acquisition Agreement with Pingtan Xinban Clinic Company |
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Limited (the“Target Company”together with its subsidiaries, |
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the“Target Group”), Shaanxi Yizhinuo Information |
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| Technology Company Limited and Mr. WANG Jian, Ms. | |||
SHANG Jing, Mr. LIN Jincong and Xi’an Yizhinuo Enterprise |
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Management Partnership (Limited Partnership) (collectively |
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the“Founding Shareholders”), pursuant to which PIL has |
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conditionally agreed to (i) acquire the equity interest |
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corresponding to the registered capital of RMB1,000,000 in |
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the Target Company from Beijing Dream Tree Medical |
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Technology Company Limited, and subscribe for new |
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registered capital of RMB19,863,635.80 in the Target |
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Company, at the consideration of up to RMB204,000,000; |
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and (ii) subject to the Target Group’s achievement of the |
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| First Performance Target and the Second Performance | |||
Target and there being no nominee holding arrangement in |
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relation to equity interest in the Target Company, acquire |
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the remaining 49% of the total equity interest in the Target |
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Company from the Founding Shareholders at the |
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consideration of up to RMB196,000,000. The aforesaid |
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consideration will be satisfied by the Company/PIL partly in |
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cash and partly by the issue of ordinary shares by the |
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| Company under its general mandate (to be issued in 6 | |||
batches). Within 10 Working Days after the satisfaction of |
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the First Performance Target, the first batch of consideration |
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shares of 24,732,032 ordinary shares will be allotted and |
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issued to the Founding Shareholders at the price of |
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| HKD0.529 per share. The number of ordinary shares to be | |||
allotted and issued for the remaining 5 batches are based |
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on issue prices per share to be subsequently determined |
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and cannot be ascertained yet. For details, please refer to |
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the Company’s announcements dated 7 April 2021 and |
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| 21 April 2021 respectively. | |||
| (Subject to approval at AGM to be held on 20/5/2021) | |||
Ordinary shares_(Note 1)_ |
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| N/A | |||
| ( / / ) | |||
| shares_(Note 1)_ | |||
| Total D. (Ordinary shares) | |||
(Preference shares) |
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| (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 |
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 |
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| 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)
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(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;
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(iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;
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(iv) all the securities of each class are in all respects identical (Note 3) ;
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(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;
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(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;
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(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
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(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: Hau Wai Man Title: Company Secretary (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:
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- the securities are of the same nominal value with the same amount called up or paid up;
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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
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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.