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PegBio Co., Ltd. Capital/Financing Update 2016

Jun 1, 2016

50676_rns_2016-06-01_28e94446-fa0b-4dbd-a9ab-0fa92e1ef516.pdf

Capital/Financing Update

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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) : 31/05/2016

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer Skyway Securities Group Limited Date Submitted 01/06/2016

I. Movements in Authorised Share Capital

1. Ordinary Shares

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(1) Stock code : 1141 Description : SKYWAY SEC
Par value Authorised share
No. of ordinary (State capital
shares currency) (State currency)
Balance at close of preceding month 100,000,000,000 HK$0.01 HK$1,000,000,000.00
Increase/(decrease) Nil Nil
Balance at close of the month 100,000,000,000 HK$0.01 HK$1,000,000,000.00
(2) Stock code : N/A Description : N/A
Par value Authorised share
No. of ordinary (State capital
shares currency) (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 : N/A Description : N/A Par value Authorised share No. of 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

3. Other Classes of Shares
Stock code :
N/A
Description :
No. of other
classes of shares
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month
N/A
Par value
(State
currency)

Authorised share
capital
(State currency)

Total authorised share capital at the end of the month (State currency) :

HK$1,000,000,000.00

For Main Board and GEM listed issuers

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
12,704,338,816
1,463,642,292
**14,167,981,108 **
N/A

N/A

N/A
N/A

N/A

N/A
N/A
N/A
**N/A **

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 duringthe month 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. 2012Share
Option Scheme
Nil
Nil
Nil
Nil
Adjusted
Exercise Price:
HK$ 0.234
(08/09/2015)
Ordinaryshares
(Note 1)
2.2012 Share
Option Scheme
Nil
Nil
Nil
Nil
Adjusted
Exercise Price:

HK$0.231
(08/09/2015)
Ordinary shares
(Note 1)
3. N/A
(/ /)
Ordinary 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
N/A
N/A
513,960,500
Nil 491,637,500

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 preceding
month
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

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. Warrants 2017 HK$ HK$243,750,268.60
1153
HK$243,750,268.60 HK$1,364,229.20 HK$242,386,039.40 13,642,292 2,423,860,394
(13/02/2017)
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
SGM approval date
(if applicable)
(dd/mm/yyyy)
2. N/A
OrdinaryShares
HK$0.10(Subject to Adjustments)
(13/01/2016)
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
3. N/A
(/ / )
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
4. N/A
(/ / )
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
(/ /)
Total B.(Ordinary shares)
13,642,292
(Preference shares)N/A
(Other class) N/A
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
)
Total B.(Ordinary shares)
13,642,292
(Preference shares)N/A
(Other class) N/A
(/ /
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy) (/ /)
4. N/A
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy) (/ /)
Total B.(Ordinary shares) 13,642,292
(Preference shares) N/A
(Other class) N/A

For Main Board and GEM listed issuers

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
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
N/A
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy))
2. N/A
(/ /)
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
3. N/A
(/ /)
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
4. N/A
(/ /)
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
(/ /)

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)


thanunderShare OptionSchemes)

thanunderShare OptionSchemes)
, ,
Full particulars including EGM approval date (dd/mm/yyyy),
ifapplicable, and class ofsharesissuable:
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.
On 4 March 2016, thePurchaser, a wholly owned subsidiary of
NIL
NIL
NIL
N/A
N/A
1,300,000,000
the Company, entered into the Sale and Purchase Agreement with
the Vendor in relation to the acquisition of the Sale Share and the
Sale Loan bythe Purchaser for an aggregate consideration of HK$
218,000,000, ofwhich HK$7,000,000 willbe satisfiedincashas
Deposit and as to the remaining balance of HK$211,000,000 shall
be satisfied by the allotment andissue ofthe1,300,000,000
ConsiderationShares by the Company at theIssue price of HK$
0.14per Consideration Share to the Vendor and byissue of
the Promissory Notes in the principal amount of HK$29,000,000.
For details, please refer to the Company’s announcement dated
4 March 2016 and circulardated11 May2016.
(SGM: 27/05/2016)
Ordinary shares (Note 1)
On3May2016 (aftertradinghours), thePlacingAgent, a wholly NIL
owned subsidiary ofthe Company, enteredinto thePlacing
Agreement withthe Company pursuant to whichthe Companyhas
agreed place throughthePlacingAgent, ona best effort basis, up to
2,550,000,000Placing Shares at thePlacingPrice of HK$0.18 per
Placing Share tonotless thansix Placees who and whose
beneficial owners shall be Independent Third Parties.
Fordetails, pleasereferto the Company’s announcement dated
3 May2016 in relation toplacingof new shares under specific
mandate.
(Subject to approvalat SGM)
shares (Note 1)
N/A
( / / )
shares_(Note 1)_
Total D. (Ordinary shares)
(Preference shares)
(Other class)

For Main Board and GEM listed issuers

Other Movements in Issued Share Capital

Other Movementsin 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)
_

( / / )
( / / )
N/A 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
Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_

( / / )
( / / )
N/A N/A
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
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)
_

( / / )
( / / )
N/A 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

For Main Board and GEM listed issuers No. of new No. of new shares of issuer shares of issued during issuer the month which may pursuant be issued thereto pursuant thereto as at close of Type of Issue the month Class of shares issuable (Note 1) ( / / ) Effective date of share 9. Capital subdivision : reorganisation (dd/mm/yyyy) ( / / ) EGM approval date: (dd/mm/yyyy) N/A N/A Class of shares Ordinary 10. Other issuable (Note 1) Shares (Subscription of At price :[State ] HK$0.18 Issue and allotment New Shares) (see Remarks) currency date : (dd/mm/yyyy) (13/05/2016) EGM approval date: (dd/mm/yyyy) (N/A) 1,450,000,000 NIL Total E. (Ordinary shares) 1,450,000,000 (Preference shares) N/A (Other class) N/A

1,463,642,292 (1) N/A (2) N/A N/A

Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E): (1) N/A (2) N/A Total increase / (decrease) in preference shares during the month (i.e. Total of A to E): N/A 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 Issued Share Capital”).)

For Main Board and GEM listed issuers

Remarks (if any):

On 3 May 2016 (after trading hours), the Company entered into the Subscription Agreement with the Subscriber, pursuant to which the Subscriber has conditionally agreed to subscribe for and the Company has conditionally agreed to allot and issue 1,450,000,000 new Shares at the Subscription Price of HK$0.18 per Subscription Share. The Subscription Price will be settled by the Subscriber by way of set off against the outstanding principal amount of the Promissory Notes, which amounts HK$261,000,000 as at 3 May 2016. For details, please refer to the Company’s announcement dated 3 May 2016 in relation to subscription of new shares under general mandate.

Submitted by: Ng Kwok Leung

Title: Executive Director and 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.