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CMGE Technology Group Limited Share Issue/Capital Change 2021

May 3, 2021

49109_rns_2021-05-03_d54c47c3-c1eb-49a6-bd18-0716a19007ca.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 April 2021

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer CMGE Technology Group Limited Date Submitted 3 May 2021

I. Movements in Authorised Share Capital

1. Ordinary Shares

1. Ordinary Shares 1. Ordinary Shares 1. Ordinary Shares 1. Ordinary Shares
(1) Stock code : 0302
Description :
Ordinary
No. of ordinary
shares
Balance at close of preceding month 5,000,000,000
Increase/(decrease)

Nil
Balance at close of the month
5,000,000,000
Shares Authorisedshare
capital
(US$)
500,000
Nil
500,000
Parvalue
(US$)
0.0001
0.0001
(2) Stock code : N/A
Description :
N/A
No. of ordinary
shares
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month
Authorisedshare
capital
(Statecurrency)
Parvalue
(State
currency)

March 2019

  1. Preference Shares
2. Preference Shares
Stock code :
N/A
Description :
N/A
No.of
preference
shares
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month
Parvalue
(State
currency)
Authorisedshare
capital
(Statecurrency)

3. Other Classes of Shares

Stock code :
N/A
Description :
N/A
No. ofother
classesof
shares
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month
Parvalue
(State
currency)
Authorisedshare
capital
(Statecurrency)

Total authorised share capital at the end of the month (US$) : 500,000

March 2019

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
(1)
(2)
No of preference
shares
No. of other
classes of shares
2,510,150,000
0
2,510,150,000
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A

III. Details of Movements in Issued Share Capital

Share Options (underShare OptionSchemes of theIssuer) Share Options (underShare OptionSchemes of theIssuer) Share Options (underShare OptionSchemes of theIssuer) Share Options (underShare OptionSchemes of theIssuer)
Particulars of share
No. of new shares of No. of new
option scheme
issuer issued during shares of issuer
including EGM
the month pursuant which may be
approval date
Movement duringthe month
thereto
issued pursuant
(dd/mm/yyyy) and
thereto as at
class of shares
close of the
issuable
month
Granted
Exercised
Cancelled
Lapsed
1. Post-IPO Share
Option Scheme
adopted on
20 September 2019
Ordinary shares
50,000,000
Nil
Nil
Nil
(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)
N/A
1. Post-IPO Share Nil
Nil
N/A
N/A
Nil
Option Scheme

adopted on

March 2019

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)
No. of new
No. of new
shares of
shares of
issuer
issuer which
issued
may be
during the
issued
Nominal value
month
pursuant
Currency at close of Exercised Nominal value pursuant
thereto as at
of nominal preceding during the at close of the thereto close of the
value month
month month
month
No. of new
No. of new
shares of
shares of
issuer
issuer which
issued
may be
during the
issued
Nominal value
month
pursuant
Currency at close of Exercised Nominal value pursuant
thereto as at
of nominal preceding during the at close of the thereto close of the
value month
month month
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)
( / /
)
( / /
)
(/ /
)
(/ /
)
Total B. (Ordinary shares)
(Preference shares)
(Other class)

N/A

N/A

N/A

March 2019

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

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

(/ /
)

(/ /
)

(/ /
)
Total C. (Ordinary shares)
(Preference shares)
(Other class)

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)

March 2019

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

Any other Agreements or Arrangements to Issue Shares of the
Options (other than under Share Option Schemes)
Any other Agreements or Arrangements to Issue Shares of the
Options (other than under Share Option Schemes)
Issuer which are to be Listed, including Issuer which are to be Listed, including
Full particulars including EGM approval date (dd/mm/yyyy),
if applicable, and class of shares issuable:
No. of new shares
No. of new shares of
of issuer issued
issuer which may be
during the month
issued pursuant
pursuant thereto
thereto as at close of
the month
1.
2.
3.
N/A N/A
N/A
N/A
(
/
/
)
shares_(Note 1)_
N/A
(
/
/
)
shares_(Note 1)_
N/A
(
/
/
)
shares_(Note 1)_
Total D.
(Ordinary shares)
(Preference shares)
(Other class)

March 2019

Other Movements in Issued Share Capital

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

March 2019

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

( / /
)
( / /
)
N/A N/A

March 2019

Type of Issue No. of new
No. of new
shares of
shares of
issuer
issuer which
issued
may be
during the
issued
month
pursuant
pursuant
thereto as at
thereto
close of the
month
No. of new
No. of new
shares of
shares of
issuer
issuer which
issued
may be
during the
issued
month
pursuant
pursuant
thereto as at
thereto
close of the
month
No. of new
No. of new
shares of
shares of
issuer
issuer which
issued
may be
during the
issued
month
pursuant
pursuant
thereto as at
thereto
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
State
(Please specify)At price :
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) N/A
(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;

March 2019

  • (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):

The granting of (i) 5,000,000 share options to Mr. XIAO Jian (being the Chairman and Chief Executive Officer) and (ii) 3,000,000 share options to Mr. SIN Hendrick (being the Vice Chairman), out of the aggregate of 50,000,000 share options, is subject to shareholders' approval at the forthcoming annual general meeting of the Company to be held on Tuesday, 25 May 2021.

Submitted by: LAI Yau Yan Gladys

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.

March 2019