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Kingwell Group Limited Share Issue/Capital Change 2013

Oct 3, 2013

49757_rns_2013-10-03_f5e9cdbe-4ab0-495d-9703-0bddd1b24e51.pdf

Share Issue/Capital Change

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For Main Board and GEM listed issuers

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Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 30/09/2013

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer Guocang Group Limited Date Submitted 03/10/2013

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 :
559
Description :
Ordinary Shares
No. of ordinary
shares
Par value
(State
currency)
Balance at close of preceding month
30,000,000,000
HK$0.05
Increase/(decrease)
--
Balance at close of the month
30,000,000,000
HK$0.05
Ordinary Shares Authorised share
capital
(State currency)
HK$1,500,000,000
--
HK$1,500,000,000
Par value
(State
currency)
HK$0.05
HK$0.05
(2) Stock code :
N/A
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)

For Main Board and GEM listed issuers

2. Preference Shares

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Stock code : N/A Description : Convertible Preference Shares
Par value Authorised share
No. of preference (State capital
shares currency) (State currency)
Balance at close of preceding month 1,238,095,238 HK$0.05 HK$61,904,761.90
-- --
Increase/(decrease)
Balance at close of the month 1,238,095,238 HK$0.05 HK$61,904,761.90
3. Other Classes of Shares
Stock code : N/A Description :
Par value Authorised share
No. of other (State capital
classes of shares currency) (State currency)
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month
Total authorised share capital at the end of the month (HK$) : 1,561,904,761.90
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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
(1)
(2)
No. of ordinary shares
(1)
(2)
No of preference
shares
No. of other classes
of shares
No of preference
shares
No. of other classes
of shares
3,594,413,900
--
3,594,413,900
N/A
N/A
N/A
1,238,095,238
--
1,238,095,238
N/A
N/A
N/A

2

For Main Board and GEM listed issuers

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
Particulars of share
option scheme
including EGM
approval date
(dd/mm/yyyy) and
class of shares
issuable

Movement duringthe month Movement duringthe month Movement duringthe 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
Granted Exercised Cancelled Lapsed
1.Exercise Price:
HK$0.163
Share option
scheme adopted
on(04/12/2003)
Ordinaryshares Nil
Nil
Nil
Nil
(Note 1)
2. Exercise Price:
HK$0.255
Share option
scheme adopted
on(04/12/2003)
Ordinaryshares Nil
Nil
Nil
Nil
(Note 1)
3. Exercise Price:
HK$0.435
Share option
scheme adopted
on(04/12/2003)
Ordinaryshares
Nil
Nil
Nil
Nil
(Note 1)
4. Exercise Price:
HK$0.433
Share option
scheme adopted
on(04/12/2003)
Ordinaryshares
Nil
Nil
Nil
Nil
(Note 1)
Total A. (Ordinary shares)
(Preference shares)
(Other class)
Total funds raised during the month from exercise of
options (State currency)
Nil
1.Exercise Price: Nil Nil Nil Nil Nil
Nil
Nil
Nil
Nil
N/A
N/A
234,190,000
HK$0.163
Share option
scheme adopted
on(04/12/2003)
Ordinaryshares
(Note 1)
2. Exercise Price:
Nil Nil Nil Nil 299,000,000
HK$0.255
Share option
scheme adopted
on(04/12/2003)
Ordinaryshares
(Note 1)
3. Exercise Price:
Nil Nil Nil Nil 259,400,000
HK$0.435
Share option
scheme adopted
on(04/12/2003)
Ordinaryshares
(Note 1)
4. Exercise Price:
Nil Nil Nil Nil 100,000,000
HK$0.433
Share option
scheme adopted
on(04/12/2003)
Ordinaryshares

3

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)
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
precedingmonth
Exercised
during the
month
Currency of
nominal
value
Nominal value at
close of
precedingmonth
Exercised
during the
month
Nominal value
at close of 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. N/A
N/A
N/A
( / / )
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)
(/ / )

4

For Main Board and GEM listed issuers

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

For Main Board and GEM listed issuers
Convertibles(i.e. Convertible into Shares of the Issuer which are to be Listed)
For Main Board and GEM listed issuers
Convertibles(i.e. Convertible into Shares of the Issuer which are to be Listed)
For Main Board and GEM listed issuers
Convertibles(i.e. Convertible into Shares of the Issuer which are to be Listed)
For Main Board and GEM listed issuers
Convertibles(i.e. Convertible into Shares of the Issuer which are to be Listed)
For Main Board and GEM listed issuers
Convertibles(i.e. Convertible into Shares of the Issuer which are to be Listed)
For Main Board and GEM listed issuers
Convertibles(i.e. Convertible into Shares of the Issuer which are to be Listed)
For Main Board and GEM listed issuers
Convertibles(i.e. Convertible into Shares of the Issuer which are to be Listed)
For Main Board and GEM listed issuers
Convertibles(i.e. Convertible into Shares of the Issuer which are to be Listed)
For Main Board and GEM listed issuers
Convertibles(i.e. Convertible into Shares of the Issuer which are to be Listed)
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. Convertible HK$ N/A 260,000,000 Nil 260,000,000 Nil
Nil
Nil
N/A
1,238,095,238
Preference
Shares
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Conversion price
SGM 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)
(/ /)

5

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)

than under Share Option Schemes) 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.
N/A N/A
N/A
N/A
( / / )
shares (Note 1)
( / / )
shares (Note 1)
( / / )
shares_(Note 1)_
Total D. (Ordinary shares)
(Preference shares)
(Other class)

6

For Main Board and GEM listed issuers

Other Movements in Issued Share Capital

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)
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 : HK$
Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
AGM 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)
__
( / / )
( / / )

7

For Main Board and GEM listed issuers For Main Board and GEM listed issuers 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
Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
__
( / / )
( / / )

8

For Main Board and GEM listed issuers For Main Board and GEM listed issuers For Main Board and GEM listed issuers 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 : HK$
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)
N/A
N/A
N/A
Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E): (1) Nil
(2) N/A
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): N/A
(Thesefigures should be the same as the relevantfigures under II above(“Movements in Issued Share Capital”).)

9

For Main Board and GEM listed issuers

Remarks (if any):

Submitted by: Chi Chi Hung, Kenneth . 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.

10