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OSL Group Limited Capital/Financing Update 2021

Jul 6, 2021

49522_rns_2021-07-06_6b89e08c-5d33-4289-87c4-4590068fe9df.pdf

Capital/Financing Update

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Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 30/06/2021

To : Hong Kong Exchanges and Clearing Limited

BC Technology Group Limited Name of Issuer (incorporated in the Cayman Islands with limited liability) Date Submitted 6 July 2021

  • 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 :00863
Description :
Ordinary Shares
No. of ordinary
shares
Par value
(State
currency)
Balance at close of preceding month 2,000,000,000 HK$0.01
Increase/(decrease)
Nil

Balance at close of the month
2,000,000,000 HK$0.01		 Ordinary Shares Authorised share
capital
(State currency)
HK$20,000,000
Nil
HK$20,000,000

Par value
(State
currency)
HK$0.01

HK$0.01
(2) Stock code :N/A
Description :
N/A
No. of ordinary
shares
Balance at close of preceding month

Increase/(decrease)
Balance at close of the month
 N/A Authorised share
capital
(State currency)
Par value
(State
currency)

June 2021

2. Preference Shares

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Stock code : N/A Description : N/A
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 : N/A Description : N/A
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 (HK$) : HK$20,000,000

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 386,550,652 N/A N/A N/A
Increase/ ( decrease)
during the month 32,731,444 N/A N/A N/A
Balance at close of
the month 419,282,096 N/A N/A N/A
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June 2021

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 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

10 April 2012
Exercise Price:
HK$8.88
Ordinaryshares
(Note 1)
2.
Share
Option Scheme
adopted on

10 April 2012
Exercise Price:
HK$7.84
Ordinaryshares
(Note 1)
3.
Share
Option Scheme
adopted on

10 April 2012
Exercise Price:
HK$7.53
Ordinaryshares
(Note 1)
4.
Share
Option Scheme
adopted on

10 April 2012
Exercise Price:
HK$7.45
Ordinaryshares
(Note 1)




 Nil










Nil










Nil










Nil

 616,111


Nil


Nil


333

 Nil


Nil


Nil


Nil

 Nil

 Nil

Nil

Nil

Nil

 12,705,335
Nil

 111,111
Nil

 1,268,740
Nil

 834,167

June 2021

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

5.
Share
Option Scheme
adopted on
Nil
Nil
Nil
Nil

10 April 2012
Exercise Price:
HK$7.99
Ordinaryshares




(Note 1)



6.
Share
Option Scheme
adopted on
Nil
162,500
Nil
Nil

10 April 2012
Exercise Price:
HK$10.99
Ordinaryshares




(Note 1)



7.
Share
Option Scheme
adopted on
Nil
Nil
Nil
Nil

10 April 2012
Exercise Price:
HK$14.39
Ordinaryshares




(Note 1)



Total A. (Ordinary shares)
(Preference shares)
(Other class)
Total funds raised during the month from exercise
of options (State currency)
HK$7,259,421.53		 Nil

 Nil

Nil

Nil

778,944
N/A
N/A		 21,100,000
Nil

 1,551,000
Nil

 3,410,000

June 2021

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

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. Unlisted warrant
convertible to a maximum of
11,526,270 shares
(please see Remark 1)
(Date of Expiry: 13/07/2022)
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)		 HK$
N/A		 115,262.70


11,526,270


Ordinary
HK$ 0.0067 per share
(17/6/2020)

( / / )
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)
( / / )

June 2021

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)

June 2021

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.
N/A		 N/A
N/A
N/A
( / / )
shares_(Note 1)_
N/A
( / / )
shares_(Note 1)_
N/A
( / / )
shares_(Note 1)_
Total D. (Ordinary shares)
(Preference shares)
(Other class)

June 2021

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)
_
( / / )
( / / )
 N/A
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)
_
( / / )
( / / )
 N/A N/A
3. Placing
At price :State
currency		 HK$ 17.00
Class
of
shares
issuable_(Note 1)_
Issue and allotment
date : (dd/mm/yyyy)
AGM approval date:
(dd/mm/yyyy)
Ordinary
(23/06/2021)
(28/05/2021)
 31,952,500 NIL
4. Bonus issue Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
 N/A N/A

June 2021

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

June 2021

Type of Issue

  1. Capital reorganisation

10. Other:

No. of new No. of new
shares of shares of
issuer issuer which
issued may be
during the issued
month pursuant
pursuant thereto as
thereto at close of
the month
N/A N/A

Class of shares _ issuable (Note 1) Issue and allotment ( / / ) date : (dd/mm/yyyy) ( / / ) EGM approval date: (dd/mm/yyyy) N/A N/A Class of shares ________ issuable (Note 1)_ At price :[State ] Issue and allotment ( / / ) currency date : (dd/mm/yyyy) ( / / ) AGM approval date: (dd/mm/yyyy) N/A N/A

Total E. (Ordinary shares) 31,952,500 (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) 32,731,444 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;

  • (iv) all the securities of each class are in all respects identical (Note 3) ;

June 2021

  • (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):

  1. An ordinary resolution was passed at the extraordinary general meeting of the Company held on 17 June 2020 in which Warrant conferring the rights onto the Warrant Holder to subscribe for a maximum number of 11,526,270 Warrant Shares has been issued by the Company to the Subscriber. For details, please refer to the announcements of the Company dated 10 November 2019 and 25 March 2020 and the circular of the Company dated 1 June 2020.

Submitted by:

Chau Wing Kei

Title:

Company Secretary (Director, Secretary or other duly authorised officer)

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.

June 2021

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