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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
Par value
(State
currency)
HK$0.02

HK$0.02
(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
Par value
(State
currency)
HK$0.01
HK$0.01
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)


Par value
(State
currency)


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
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


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


( / / )

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


( / / )

( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
4. 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




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




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




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




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)
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
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

Acquisition Agreement with Pingtan Xinban Clinic Company

Limited (the“Target Company”together with its subsidiaries,

the“Target Group”), Shaanxi Yizhinuo Information
Technology Company Limited and Mr. WANG Jian, Ms.

SHANG Jing, Mr. LIN Jincong and Xi’an Yizhinuo Enterprise

Management Partnership (Limited Partnership) (collectively

the“Founding Shareholders”), pursuant to which PIL has

conditionally agreed to (i) acquire the equity interest

corresponding to the registered capital of RMB1,000,000 in

the Target Company from Beijing Dream Tree Medical

Technology Company Limited, and subscribe for new

registered capital of RMB19,863,635.80 in the Target

Company, at the consideration of up to RMB204,000,000;

and (ii) subject to the Target Group’s achievement of the
First Performance Target and the Second Performance

Target and there being no nominee holding arrangement in

relation to equity interest in the Target Company, acquire

the remaining 49% of the total equity interest in the Target

Company from the Founding Shareholders at the

consideration of up to RMB196,000,000. The aforesaid

consideration will be satisfied by the Company/PIL partly in

cash and partly by the issue of ordinary shares by the
Company under its general mandate (to be issued in 6

batches). Within 10 Working Days after the satisfaction of

the First Performance Target, the first batch of consideration

shares of 24,732,032 ordinary shares will be allotted and

issued to the Founding Shareholders at the price of
HKD0.529 per share. The number of ordinary shares to be

allotted and issued for the remaining 5 batches are based

on issue prices per share to be subsequently determined

and cannot be ascertained yet. For details, please refer to

the Company’s announcements dated 7 April 2021 and
21 April 2021 respectively.
(Subject to approval at AGM to be held on 20/5/2021)

Ordinary shares_(Note 1)_
N/A
( / / )
shares_(Note 1)_
Total D. (Ordinary shares)

(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
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: 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:

    • 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.