Confidence Intelligence Holdings Limited — Share Issue/Capital Change 2019

Dec 2, 2019

==> picture [103 x 57] intentionally omitted <==

Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 30/11/2019

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer Confidence Intelligence Holdings Limited Date Submitted 02/12/2019

• I. Movements in Authorised Share Capital

1. Ordinary Shares

(1) Stock code :	1967	Description :	Description :	Ordinary	Shares
				Par value	Authorised share
			No. of ordinary	(State	capital
			shares	currency)	(State currency)
Balance at close of preceding		month	100,000,000,000	HK$0.01	HK$1,000,000,000
Increase/(decrease)			Nil		Nil
Balance at close of the month			100,000,000,000	HK$0.01	HK$1,000,000,000
(2) Stock code :	N/A	Description :
				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

March 2019

1. Preference Shares

Stock code :	N/A	Description :
			No. of	Par value	Authorised share
		preference		(State	capital
		shares		currency)	(State currency)
Balance at close of preceding		month
Increase/(decrease)
Balance at close of the month
3.OtherClasses ofShares
Stock code :	N/A	Description :
		No. of other		Par value	Authorised share
		classes of		(State	capital
		shares		currency)	(State currency)
Balance at close of preceding		month
Increase/(decrease)
Balance at close of the month

Total authorised share capital at the end of the month (State HK$1,000,000,000 currency) :

March 2019

II. Movements in Issued Share Capital

Balance at close ofpreceding monthIncrease/ (decrease)during the monthBalance at close ofthe month	No. of ordinary sharesNo of preferencesharesNo. of otherclasses ofshares(1)(2)
	250,000,000Nil250,000,000	N/AN/AN/A	N/AN/AN/A	N/AN/AN/A

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)	Share Options (underShare OptionSchemes oftheIssuer)	Share Options (underShare OptionSchemes oftheIssuer)	Share Options (underShare OptionSchemes oftheIssuer)
Particulars ofshare optionschemeincluding EGMapproval date(dd/mm/yyyy) andclass of sharesissuable			Movement during themonth					No. of new shares ofissuer issued duringthe month pursuanttheretoNo. of new shares ofissuer which may beissued pursuantthereto as at close ofthe month
			Granted	Exercised	Cancelled		Lapsed
1.Share Option Schemeadopted on(20/09/2019) OrdinarysharesNilNilNilNil (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 exerciseof options (State currency)Nil	1.Share Option						Nil	Nil Nil N/A N/A	Nil
	Scheme
	adopted on
	(20/09/2019)
	Ordinaryshares
	(Note 1) 2.N/A
	(/ /)
	shares
	(Note 1) 3.N/A
	(/ /)
	shares

March 2019

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)	Currencyof nominalvalueNominal valueat close ofprecedingmonth	Currencyof nominalvalueNominal valueat close ofprecedingmonth	Exercisedduring themonthNominal valueat close of themonth	Exercisedduring themonthNominal valueat close of themonth	Exercisedduring themonthNominal valueat close of themonth	No. of newshares ofissuerissuedduring themonthpursuanttheretoNo. of newshares ofissuer whichmay beissuedpursuantthereto as atclose of themonth	No. of newshares ofissuerissuedduring themonthpursuanttheretoNo. of newshares ofissuer whichmay beissuedpursuantthereto as atclose of themonth
	1. N/A							N/AN/AN/A
	( / / )Stock code (if listed)Class of sharesissuable_(Note 1)_Subscription priceEGM approval date(if applicable)(dd/mm/yyyy) 2. N/A
			( / /	)
	( / / )Stock code (if listed)Class of sharesissuable_(Note 1)_Subscription priceEGM approval date(if applicable)(dd/mm/yyyy) 3. N/A
			( / /	)
	( / / )Stock code (if listed)Class of sharesissuable_(Note 1)_Subscription priceEGM approval date(if applicable)(dd/mm/yyyy)4. N/A
			( / /	)
	( / / )Stock code (if listed)Class of sharesissuable_(Note 1)_Subscription priceEGM approval date(if applicable)(dd/mm/yyyy)
			( / /	)

March 2019

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

									No. of newshares ofissuerissuedduring themonthpursuanttheretoNo. of newshares ofissuer whichmay beissuedpursuantthereto as atclose of themonth	No. of newshares ofissuerissuedduring themonthpursuanttheretoNo. of newshares ofissuer whichmay beissuedpursuantthereto as atclose of themonth	No. of newshares ofissuerissuedduring themonthpursuanttheretoNo. of newshares ofissuer whichmay beissuedpursuantthereto as atclose of themonth	No. of newshares ofissuerissuedduring themonthpursuanttheretoNo. of newshares ofissuer whichmay beissuedpursuantthereto as atclose of themonth
				Amount at					shares ofissuerissuedduring themonthpursuant shares oissuer whimay beissuedpursuantthereto as
Cla			Currenc of	close of	Conv	ertedg thenth	Amount atclose of themonth			thereto close of thmonth
			yamount	recedin	duri
	d diti		ttdi	pgth
	s an escrpon		ousanng	mon	m
1. 2.
	N/A
	Sk d if lid
	toc coe ( ste)
	Class of shares
	issuable_(Note 1)_Subscription price
	EGM approval date
	(if applicable)
	(dd/mm/yyyy))	( / / )
	N/A
	Stock code (if listed)
Class of sharesissuable_(Note 1)Subscription priceEGM approval date(if applicable)(dd/mm/yyyy) 3. N/AStock code (if listed)Class of sharesissuable(Note 1)Subscription priceEGM approval date(if applicable)(dd/mm/yyyy)4. N/AStock code (if listed)Class of sharesissuable(Note 1)_Subscription priceEGM approval date(if applicable)(dd/mm/yyyy)									N/AN/AN/A

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)

Options (other than under Share Option Schemes)	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 sharesof issuer issuedduring the monthpursuant theretoNo. of new shares ofissuer which may beissued pursuantthereto as at close ofthe month
		articulars including EGM approval date (dd/mm/yyyy),icable, and class of shares issuable:			tereto as at cosethe month
1.2.3.	N	/A
		( / / )
		shares_(Note 1)_
	N	/A
		( / / )
		shares_(Note 1)_
	N	/A
		( / / )
		shares_(Note 1)_
				N/A
		Total D. (Ordinary shares)
		(Preference shares)		N/A
		(Other class)		N/A

March 2019

Other Movements in Issued Share Capital

Type of Issue	No. of newshares ofissuerissuedduring themonthpursuanttheretoNo. of newshares ofissuer whichmay beissuedpursuantthereto as atclose of themonth	No. of newshares ofissuerissuedduring themonthpursuanttheretoNo. of newshares ofissuer whichmay beissuedpursuantthereto as atclose of themonth	No. of newshares ofissuerissuedduring themonthpursuanttheretoNo. of newshares ofissuer whichmay beissuedpursuantthereto as atclose of themonth
1. Rights issueAt price :Statecurrency	Classofsharesissuable_(Note 1)_Issue and allotmentdate : (dd/mm/yyyy)EGM approval date:(dd/mm/yyyy)________( / / )( / / )	N/A	N/A
2. Open offerAt price :Statecurrency	Classofsharesissuable_(Note 1)_Issue and allotmentdate : (dd/mm/yyyy)EGM approval date:(dd/mm/yyyy)________( / / )( / / )	N/A	N/A
3. PlacingAt price :Statecurrency	Classofsharesissuable_(Note 1)_Issue and allotmentdate : (dd/mm/yyyy)EGM approval date:(dd/mm/yyyy)________( / / )( / / )	N/A	N/A
4. Bonus issue	Classofsharesissuable_(Note 1)_Issue and allotmentdate : (dd/mm/yyyy)EGM approval date:(dd/mm/yyyy)________( / / )( / / )	N/A	N/A

March 2019

Type of Issue	No. of newshares ofissuerissuedduring themonthpursuanttheretoNo. of newshares ofissuer whichmay beissuedpursuantthereto as atclose of themonth	No. of newshares ofissuerissuedduring themonthpursuanttheretoNo. of newshares ofissuer whichmay beissuedpursuantthereto as atclose of themonth	No. of newshares ofissuerissuedduring themonthpursuanttheretoNo. of newshares ofissuer whichmay beissuedpursuantthereto as atclose of themonth
5. Scrip dividendAt price :Statecurrency	Classofsharesissuable_(Note 1)_Issue and allotmentdate : (dd/mm/yyyy)EGM approval date:(dd/mm/yyyy)________( / / )( / / )	N/A	N/A
6. Repurchase ofshares	Classofsharesrepurchased_(Note 1)_Cancellation date :(dd/mm/yyyy)EGM approval date:(dd/mm/yyyy)________( / / )( / / )	N/A	N/A
7. Redemption ofshares	Classofsharesredeemed_(Note 1)_Redemption date :(dd/mm/yyyy)EGM approval date:(dd/mm/yyyy)________( / / )( / / )	N/A	N/A
8. ConsiderationissueAt price :Statecurrency	Classofsharesissuable_(Note 1)_Issue and allotmentdate : (dd/mm/yyyy)EGM approval date:(dd/mm/yyyy)________( / / )( / / )	N/A	N/A

March 2019

Type of Issue	Type of Issue	No. of newshares ofissuerissuedduring themonthpursuanttheretoNo. of newshares ofissuer whichmay beissuedpursuantthereto as atclose of themonth	No. of newshares ofissuerissuedduring themonthpursuanttheretoNo. of newshares ofissuer whichmay beissuedpursuantthereto as atclose of themonth	No. of newshares ofissuerissuedduring themonthpursuanttheretoNo. of newshares ofissuer whichmay beissuedpursuantthereto as atclose of themonth	No. of newshares ofissuerissuedduring themonthpursuanttheretoNo. of newshares ofissuer whichmay beissuedpursuantthereto as atclose of themonth	No. of newshares ofissuerissuedduring themonthpursuanttheretoNo. of newshares ofissuer whichmay beissuedpursuantthereto as atclose of themonth	No. of newshares ofissuerissuedduring themonthpursuanttheretoNo. of newshares ofissuer whichmay beissuedpursuantthereto as atclose of themonth	No. of newshares ofissuerissuedduring themonthpursuanttheretoNo. of newshares ofissuer whichmay beissuedpursuantthereto as atclose of themonth
9. Capitalreorganisation							N/A
	pitalrganisation	Classofshareissuable_(Note 1)_Issue and allotmentdate : (dd/mm/yyyy)EGM approval date:(dd/mm/yyyy)	s________( / / )( / / )		N/A		N/
10. Ot(Pl	herease specify)At price :Statecurrency	Classofshareissuable_(Note 1)_Issue and allotmentdate : (dd/mm/yyyy)EGM approval date:(dd/mm/yyyy)	s________( / / )( / / )			N/A	N/	A
		Tota(Pre	l E. (Ordinaryshares)ference shares)(Other class)			N/AN/AN/A
Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E):(1)Nil(2)N/ATotal increase / (decrease) in preference shares during the month (i.e. Total of A to E):N/ATotal increase / (decrease) in other classes of shares during the month (i.e. Total of A toE):N/A(These figures should be the same as the relevant figures under II above (“Movements in Issued ShareCapital”).)	ncrease / (decrease) in ordinary shares during the month (i.e. Tota		l of A to E):(1)			Nil
						N/A

Nil 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): Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to N/A E): (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):

N/A

Submitted by: Jian Xuegen

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