Honghua Group Limited — Capital/Financing Update 2017

May 5, 2017

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Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 30/04/2017

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer Honghua Group Limited Date Submitted 05/05/2017

I. Movements in Authorised Share Capital

1. Ordinary Shares

1. Ordinary Shares	1. Ordinary Shares	1. Ordinary Shares	1. Ordinary Shares	1. Ordinary Shares
(1) Stock code :196 Description : No. of ordinary shares Balance at close of preceding month 10,000,000,000 Increase/(decrease) -- Balance at close of the month 10,000,000,000				Authorised share capital (HK$) 1,000,000,000 -- 1,000,000,000
			Par value (HK$) 0.10 0.10
(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. Other Classes of Shares
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 (HK$) : 1,000,000,000

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)
	3,241,056,900	N/A N/A N/A	N/A N/A N/A	N/A N/A N/A
	1,388,364,000
	4,629,420,900

III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer)	Share Options (under Share Option Schemes of the Issuer)	Share Options (under Share Option Schemes of the Issuer)	Share Options (under Share Option Schemes of the Issuer)	Share Options (under Share Option Schemes of the Issuer)	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 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.Share Option Exercise Price HK$3.83 (21/01/2008) Ordinary shares (Note 1) 2.Share Option Exercise Price HK$1.27 (21/01/2008) Ordinary shares (Note 1) 3.Share Option Exercise Price HK$0.83 (21/01/2008) Ordinary shares (Note 1) 4.Share Option Exercise Price HK$1.19 (21/01/2008) Ordinary shares (Note 1)		-- -- -- --	-- -- -- --	-- -- -- --	40,000	-- -- -- --	52,846,000
						216,000		38,936,500
						--		7,293,000
						300,000		13,866,000

5.Share Option Exercise Price HK$2.024 (21/01/2008) Ordinary shares -- -- -- -- (Note 1) 6.Share Option Exercise Price HK$1.96 (21/01/2008) Ordinary shares -- -- -- 265,248 (Note 1) 7.Share Option Exercise Price HK$0.44 (21/01/2008) Ordinary shares -- -- -- 150,000 (Note 1) Total A. (Ordinary shares) (Preference shares) (Other class) Total funds raised during the month from exercise of options (State currency) --	5.Share Option Exercise Price HK$2.024 (21/01/2008) Ordinary shares -- -- -- -- (Note 1) 6.Share Option Exercise Price HK$1.96 (21/01/2008) Ordinary shares -- -- -- 265,248 (Note 1) 7.Share Option Exercise Price HK$0.44 (21/01/2008) Ordinary shares -- -- -- 150,000 (Note 1) Total A. (Ordinary shares) (Preference shares) (Other class) Total funds raised during the month from exercise of options (State currency) --	--	-- -- -- -- N/A N/A	3,200,000
		265,248		35,688,952
		150,000		40,650,000

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)	Description of warrants (Date of expiry-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.
	( / / ) 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)
			( / /	)

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.
	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)

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.
	( / / )
	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 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) _ ( / / ) ( / / )

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) _ ( / / ) ( / / )

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
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) Issue of subscription Shares on 6 April 2017 pursuant to the subscription agreement dated 19 December 2016 and the Side Letter dated 29 March 2017 At price :0.77 State currency	HK$ Class of shares issuable_(Note 1)_ Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) Ordinary shares ( 06 / 04/2017) (16 /02/ 2017)	1,388,3 64,000
	Total E. (Ordinary shares) 1,388,364 ,000 (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”).)	1,388,364,000
	N/A
	N/A
	N/A
	Issued Share

Remarks (if any):

• Subject to Pre IPO Share Option Scheme, 40,000 options were lapsed in April 2017. Subject to Share Option Scheme, 931,248 options were lapsed in April 2017.

Submitted by: ___ He Bin ______ Title: __ Joint Company 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.