Hephaestus Holdings Limited — Share Issue/Capital Change 2013

Jun 3, 2013

For Main Board and GEM listed issuers

HKE

香港交易所

Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 31 May 2013

To: Hong Kong Exchanges and Clearing Limited

Name of Issuer Pan Asia Mining Limited

Date Submitted 3 June 2013

I. Movements in Authorised Share Capital

1. Ordinary Shares

(1) Stock code: 8173 Description:
	No. of ordinary shares	Par value (State currency)	Authorised share capital (State currency)
Balance at close of preceding month	2,000,000,000	HK$0.50	HK$1,000,000,000.00
Increase/(decrease)	-		-
Balance at close of the month	2,000,000,000	HK$0.50	HK$1,000,000,000.00
(2) Stock code: Description:
	No. of ordinary shares	Par value (State currency)	Authorised share capital (State currency)
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month

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For Main Board and GEM listed issuers

2. Preference Shares

Stock code: _ Description: ____
	No. of preference shares	Par value (State currency)	Authorised share capital (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 classes of shares	Par value (State currency)	Authorised share capital (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 currency):

HK$1,000,000,000.00

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For Main Board and GEM listed issuers

II. Movements in Issued Share Capital

	No. of ordinary shares		No of preference shares	No. of other classes of shares
	(1)	(2)
Balance at close of preceding month	918,184,080
Increase/ (decrease) during the month	24,715,000
Balance at close of the month	942,899,080

III. Details of Movements in Issued Share Capital

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 Scheme
Date of Written Resolutions of all the Shareholders (25/04/2002)
Ordinary shares (Note 1)	Nil	Nil	Nil	Nil	Nil	262,800
2. Share Option Scheme
Date of Written Resolution of all Shareholders (30/07/2012)
Ordinary shares (Note 1)	Nil	Nil	Nil	Nil	Nil	85,150,000
3.
( / / ) shares
(Note 1)
Total A. (Ordinary shares)					Nil
			(Preference shares)		Nil
			(Other class)		Nil
Total funds raised during the month from exercise of options (State currency)					Nil

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For Main Board and GEM listed issuers

Warrants to Issue Shares of the Issuer which are to be Listed

| Description of warrants
(Date of expiry - dd/mm/yyyy) | Currency of nominal value | Nominal value at close of preceding 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 |
| --- | --- | --- | --- | --- | --- | --- |
| 1. | | | | | | |
| ( / / ) | | | | | | |
| 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) | ( / / ) | | | | | |
| Total B. (Ordinary shares) Nil
(Preference shares) Nil
(Other class) Nil | | | | | | |

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For Main Board and GEM listed issuers

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

Class and description	Currency of amount outstanding	Amount at close of preceding month	Converted during 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
1. Zero Coupon Convertible Bonds
	USD	201,474,359	-	201,474,359	-	68,955,682
Stock code (if listed)
Class of shares issuable (Note 1)	Ordinary shares
Subscription price EGM approval date (if applicable) (dd/mm/yyyy)	HK$22.79
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)	( / / )
				Total C. (Ordinary shares) Nil (Preference shares) Nil (Other class) Nil

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For Main Board and GEM listed issuers

Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including 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.
	( / / )
	shares (Note 1)
2.
	( / / )
	shares (Note 1)
3.
	( / / )
	shares (Note 1)
Total D. (Ordinary shares)	Nil
(Preference shares)	Nil
(Other class)	Nil

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For Main Board and GEM listed issuers

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
1. Rights issue	At price : State currency	Class of shares issuable (Note 1)	Ordinary
		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)	( / / )

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For Main Board and GEM listed issuers
| 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 |
| --- | --- | --- |
| 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 HK$0.55 | Class of shares issuable (Note 1)
Issue and allotment date : (dd/mm/yyyy)
EGM approval date: (dd/mm/yyyy) | Ordinary
24,715,000 |

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For Main Board and GEM listed issuers

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
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 currency	Class of shares issuable (Note 1)
		Issue and allotment date: (dd/mm/yyyy)		( / / )
		EGM approval date: (dd/mm/yyyy)		( / / )
		Total E. (Ordinary shares) (Preference shares) (Other class)		24,715,000 Nil Nil
Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E):	(1)	24,715,000
---	---	---
	(2)	Nil
Total increase / (decrease) in preference shares during the month (i.e. Total of A to E):		Nil
Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to E):		Nil
(These figures should be the same as the relevant figures under II above (“Movements in Issued Share Capital”).)

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For Main Board and GEM listed issuers

Remarks (if any):

Submitted by: CHAN MING CHO, JOE

Title: SECRETARY
(Director, Secretary or other duly authorised officer)

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.