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CTF Services Limited Share Issue/Capital Change 2021

Apr 7, 2021

49372_rns_2021-04-07_9fd9ac25-ca00-433b-944c-738d2768d3d2.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) : 31/03/2021

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To : Hong Kong Exchanges and Clearing Limited
Name of Issuer Asia Energy Logistics Group Limited
Date Submitted 07/04/2021
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  • I. Movements in Authorised Share Capital

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1. Ordinary Shares
(1) Stock code : 351 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
(2) Stock code :
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
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2019 年 3 月

  1. Preference Shares

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Stock code : 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. Other Classes of Shares
Stock code : 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
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Total authorised share capital at the end of the month (State N/A currency) :

II. Movements in Issued Share Capital

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No. of ordinary shares No of preference No. of other
(1) (2) shares classes of shares
Balance at close of
preceding month 1,694,975,244 N/A N/A N/A
Increase/ (decrease)
during the month 0
Balance at close of
the month 1,694,975,244
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2019 年 3 月

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)
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.





(Note 1)
2.





(Note 1)
3.


(/ /)
shares



(Note 1)
Total A. (Ordinary shares)
(Preference shares)
(Other class)
Total funds raised during the month from exercise
of options (State currency)
-

-

-

-

2019 年 3 月

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
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. Nil












( / / )
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)
3.

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

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

2019 年 3 月

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

Class and description 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.Convertible Bonds in
aggregate principalamount
of HK$18,000,000 due 2022
HKD
500,000
Nil
500,000
Stock code (if listed)
Class of shares
issuable_(Note 1)
Ordinary
Subscription price
HK$0.30
EGM approval date
(if applicable)
(dd/mm/yyyy))
(15/08/2019)
2.Convertible Bonds in
the principal amount of
HK$48,000,000 due 2023

HKD
48,000,000
Nil
48,000,000
Stock code (if listed)

Class of shares
issuable(Note 1)
Ordinary
Subscription price
HK$0.16
EGM approval date
(if applicable)
(dd/mm/yyyy)
(09/07/2020)
3.


Stock code (if listed)

Class of shares
issuable(Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
( / / )
4.



Stock code (if listed)
Class of shares
issuable(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
( / / )
Total C. (Ordinary shares)
(Preference shares)
(Other class)		 HKD 500,000 Nil 500,000


Nil





Nil

1,666,666
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy))
2.Convertible Bonds in
48,000,000		 Nil
 48,000,000


300,000,000
Ordinary
HK$0.30
(15/08/2019)
HKD
the principal amount of
HK$48,000,000 due 2023
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
3.

Ordinary
HK$0.16
(09/07/2020)
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
4.


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

2019 年 3 月

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 No. of new shares of of issuer issued issuer which may be Full particulars including EGM approval date (dd/mm/yyyy), during the month issued pursuant if applicable, and class of shares issuable: pursuant thereto thereto as at close of the month 1. 20,000,000 ordinary shares in the share capital of the Company to be issued (as adjusted as a result of the share consolidation) (subject to adjustment) as consideration (“Consideration Shares”) pursuant to the sale and purchase agreement dated 18 December 2009 (as amended by the first supplemental agreement dated 24 December 2009 and the second supplemental agreement dated 28 April 2010)(collectively, the “S & P Agreement”) involving the acquisition of the entire equity interests in Ocean Jade Investments Limited (“Ocean Jade”) as disclosed in the Company’s circular dated 30 April 2010 (the “Circular”) (Remark) (EGM approval date: 18/05/2010) Ordinary shares Nil 20,000,000 2. ( / / ) shares (Note 1) 3. ( / / ) shares (Note 1) Total D. (Ordinary shares) (Preference shares) (Other class)

2019 年 3 月

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)
_
( / / )
( / / )
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)
_
( / / )
( / / )
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)
_
(/ /)
( / / )
4. Bonus issue Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )

2019 年 3 月

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)
_
( / / )
( / / )
6. Repurchase of
shares		 Class
of
shares
repurchased_(Note 1)
Cancellation date :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
7. Redemption of
shares		 Class
of
shares
redeemed_(Note 1)
Redemption date :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
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)
_
( / / )
( / / )

2019 年 3 月

Type of Issue

  1. Capital reorganisation

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)_ Issue and allotment ( / / ) date : (dd/mm/yyyy) ( / / ) EGM approval date: (dd/mm/yyyy)

Class of shares _ issuable (Note 1)_ 10. Other (Please specify) At price :[State ] Issue and allotment ( / / ) currency date : (dd/mm/yyyy) ( / / ) EGM approval date: (dd/mm/yyyy)

Total E. (Ordinary shares) N/A (Preference shares) N/A (Other class) 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): 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;

2019 年 3 月

  • (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):

Remark:

Pursuant to the S & P Agreement, 20,000,000 Consideration Shares (as adjusted as a result of the share consolidation) (subject to adjustment) will be issued when the net profit after tax of Ocean Jade as shown in the Special Audited Accounts (as defined in the Circular) shall not be less than HK$20 million (“Profit Guarantee”). In the event that the Profit Guarantee is not met (“Shortfall”), the number of Consideration Shares to be issued under the S & P Agreement shall be reduced pro-rata to the actual Shortfall.

Submitted by: Pang Yuet

Title: Director

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.

2019 年 3 月

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