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HC Group Inc. Share Issue/Capital Change 2017

Dec 4, 2017

50493_rns_2017-12-04_bc343c1b-38d2-4d88-a610-5c35376ad541.pdf

Share Issue/Capital Change

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==> picture [104 x 57] intentionally omitted <==

Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 30/11/2017

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer HC International, Inc. Date Submitted 04/12/ 2017

I. Movements in Authorised Share Capital

1. Ordinary Shares 1. Ordinary Shares
(1) Stock code :02280
Description :
Ordinary Shares
No. of ordinary
shares
Par value
(HK$)
Balance at close of preceding month 2,000,000,000
0.1

Increase/(decrease)

Balance at close of the month
2,000,000,000
0.1
 Ordinary Shares Authorised share
capital
(HK$)
200,000,000
200,000,000
Par value
(HK$)
0.1


0.1
(2) Stock code :
Description :
No. of ordinary
shares
Balance at close of preceding month

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

Total authorised share capital at the end of the month (State currency) : HK$200,000,000.00

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
No. of other
classes of shares
(1)
(2)		 No. of ordinary shares
No of preference
shares
No. of other
classes of shares
(1)
(2)		 No. of ordinary shares
No of preference
shares
No. of other
classes of shares
(1)
(2)		 No. of ordinary shares
No of preference
shares
No. of other
classes of shares
(1)
(2)
997,680,853
87,642,857
**1,085,323,710 **

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)
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
Scheme
adopted on 30
November 2003

Ordinaryshares Nil
Nil
Nil
Nil

(Note 1)
2.Share Option
Scheme
adopted on
22 May2015

Ordinary
shares
29,930,000
(Remark 1) Nil
Nil
Nil

(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)
Nil
Nil		 Nil
 Nil
 Nil
Nil

Nil
N/A
N/A		 13,510,000

29,930,000
(Remark 1)		 Nil
 Nil
 Nil (Remark 1)

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)
( / / )
Nil
Nil

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.Convertible Bonds HK$
5839		 780,000,000
 Nil
 51,600,000
(Remark 2)		 4,574,468
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy))
2.Convertible Bonds		 Nil
 60,285,000 6,028,500
Ordinary shares
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
3.Convertible Bonds		 225,000,000
 Nil
 225,000,000 30,000,000
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)		 Nil

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)

Full particulars including EGM approval date (dd/mm/yyyy),
if applicable, and class of shares issuable:		 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.
2.
3.		 Nil
Nil
Nil
( / / )
shares_(Note 1)_
( / / )
shares_(Note 1)_
( / / )
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 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
currenc
y		 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
currenc
y		 Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
3. Placing
At price :
State
currenc
y		 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)
_
( / / )
( / / )
5. Scrip dividend
At price :
State
currenc
y		 Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
Type of Issue No. of new
shares of
issuer issued
during the
month
pursuant
thereto		 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

6. Repurchase of
shares		 Class
of
shares
repurchased_(Note 1)_
Cancellation date :
(dd/mm/yyyy)
AGM approval date:
(dd/mm/yyyy)
Ordinary
shares
( / / )
( / / )
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 :
7.0 per
share
HK$		 Class
of
shares
issuable_(Note 1)_
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
Ordinary
shares_____
(20/11/2017)
(14/07/2017)
 87,642,857
9. Capital
reorganisation		 Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
10. Other
(Please specify)At price :
State
currenc
y		 Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
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

Total E. (Ordinary
shares)87,642,857
(Preference shares)N/A
(Other class)N/A
Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E):
(1)
(2)
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
E):
(These figures should be the same as the relevant figures under II above (“Movements in
Capital”).)		 87,642,857
N/A
N/A
N/A
Issued Share

Remarks (if any):

  1. On 13 October 2017, the Board proposed to grant 29,930,000 share options to subscribe for ordinary shares of HK$0.10 each in the capital of the Company (“ Share(s )”) to Mr. Liu Jun, the executive director and chief executive officer of the Company, at an exercise price of HK$6.476 per Share under the Company’s existing share option scheme adopted on 22 May 2015, which is subject to the approval of the shareholders in an extraordinary general meeting to be convened. The said share options shall vest in phases. The first twenty percent of the shares comprised in the share options shall become vested and exercisable upon the first anniversary of the offer date, i.e. 13 2018, October and shall expire on 12 October 2027. Hence, the number of new shares of the Company which may be issued as at the close of the month is nil.

  2. The convertible bonds of HK$728,400,000 (the “ Bonds ”) had been fully redeemed and cancelled on 27 November 2017, and the outstanding amount due by the Company under the Bonds is HK$51,600,000. For details, please refer to the announcement of the Company dated 21 November 2017.

Submitted by: _Guo Jiang_____

Title: _Executive Director___

Notes :

1. State the class of shares (e.g. ordinary, preference or other).

2. If there is insufficient space, please append the prescribed continuation sheet.

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