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Quali-Smart Holdings Limited Share Issue/Capital Change 2019

Aug 6, 2019

49869_rns_2019-08-06_44a87ee3-f013-4384-9fdd-84c0fdc4ddbb.pdf

Share Issue/Capital Change

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==> picture [103 x 57] intentionally omitted <==

Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 31/07/2019

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer Quali-Smart Holdings Limited Date Submitted 06/08/2019

I. Movements in Authorised Share Capital

  1. Ordinary Shares (1) Stock code : 01348 Description : QUALI-SMART Authorised share No. of ordinary Par value capital shares (USD) (USD) Balance at close of preceding month 6,000,000,000 0.000025 150,000 - - Increase/(decrease) Balance at close of the month 6,000,000,000 0.000025 150,000 (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

2019 年 3 月

  1. Preference Shares
Stock code :
N/A
Description :
N/A
No. of
preference
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)
3.OtherClasses ofShares 3.OtherClasses ofShares
Stock code :
N/A
Description :
N/A
No. of other
classes of
shares
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month		 N/A N/A Authorised share
capital
(State currency)
Par value
(State
currency)
Total authorised share capital at the end of the month
(USD):		 150,000

2019 年 3 月

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
(1)
(2)
shares		 No. of other
classes ofshares
1,474,232,000
-
1,474,232,000		 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 (underShare OptionSchemes oftheIssuer) Share Options (underShare OptionSchemes oftheIssuer) Share Options (underShare OptionSchemes oftheIssuer) Share Options (underShare OptionSchemes oftheIssuer) Share Options (underShare OptionSchemes oftheIssuer)
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 No. of new shares of
issuer issued during issuer which may be
the month pursuant
issued pursuant
thereto
thereto as at close of
the month
Granted Exercised Cancelled Lapsed
1.Share
option
scheme
(03/ 01/2013)
Ordinary
NIL
NIL
NIL
(900,000) NIL
shares
(Note 1)
2.
(/
/
)
shares
(Note 1)
3.
(/
/
)
shares
(Note 1)
Total A.
(Ordinary
shares) N/A
(Preference shares) N/A
(Other class) N/A

Total funds raised during the month from exercise
of options (HKD)
NIL		 (900,000) 131,071,600

2019 年 3 月

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)		 Nominal value
Currency
at close of
of nominal
preceding
value
month		 Nominal value
Currency
at close of
of nominal
preceding
value
month		 Exercised
during the
month		 Nominal value
at close of the
month		 Nominal value
at close of the
month		 No. of new No. of new
shares of
shares of
issuer
issuer which
issued
may be
during the
issued
month
pursuant
pursuant
thereto as at
thereto
close of the
month		 No. of new No. of new
shares of
shares of
issuer
issuer which
issued
may be
during the
issued
month
pursuant
pursuant
thereto as at
thereto
close of the
month
1. N/A (Ordinary shares)
(Preference shares)
(Other class		 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)
( /
/		 )
Total B.

2019 年 3 月

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

Class and description Currency of
amount
outstanding		 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
No. of new
shares of
shares of
issuer
issuer which
issued
may be issued
during the
pursuant
month
thereto as at
pursuant
close of the
thereto
month		 No. of new
No. of new
shares of
shares of
issuer
issuer which
issued
may be issued
during the
pursuant
month
thereto as at
pursuant
close of the
thereto
month
1. Convertible
Notes (due2020)
Stock code (if listed)
Class of shares
issuable_(Note 1)
Conversion
~~Subscription~~
price
EGM approval date
(if applicable)
(dd/mm/yyyy))
2.ConvertibleNotes
(due2020)
Stock code (if listed)
Class of shares
issuable(Note 1)_
Conversion
S~~ubscription~~
price
EGM approval date
(if applicable)
(dd/mm/yyyy)
3.		 HKD
N/A		 80,000,000 NIL 80,000,000 205,128,205
NIL 30,000,000 76,923,076
Ordinary
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)

2019 年 3 月

Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including Options (other than under Share Option Schemes)


includingOptions(other than under Share Option Schemes)
includingOptions(other than under Share Option Schemes)
Full particulars including EGM approval date (dd/mm/yyyy),
ifapplicable, and class ofsharesissuable:		 No. of new shares
No. of new shares of
of issuer issued
issuer which may be
during the month
issued pursuant
pursuant thereto
thereto as at close of
the month
1.
2.		 Unless otherwise defined, capitalised terms used herein
have the same meanings as defined in the joint NIL
announcement of the Issuer dated 12 October 2018.
On 11 October 2018, the Issuer and the Subscribers entered
into the Restated Subscription Agreement, pursuant to which
the Issuer conditionally agreed to allot and issue, and the
Subscribers conditionally agreed to subscribe for, an
aggregate of 415,908,000 Shares, for an aggregate
consideration of HK$145,567,800 in cash at the Subscription
Price of HK$0.35 per Share.
On 29 November 2018, the Issuer, the Offeror, Subscriber A,
Subscriber B and Zhongtai Financial International Limited
(“New Offeror”) entered into a deed of novation in relation to
the Restated Subscription Agreement, pursuant to which the
Offeror agreed to assign and novate, and the New Offeror
agreed to assume and perform, all the rights and obligations
of the Offeror under the Restated Subscription Agreement
with effect from 29 November 2019.
On 31 January 2019, as additional time is required for the
fulfillment of certain condition of the Subscription Conditions,
the parties entered into a side letter to the Restated
Subscription Agreement to extend the long stop date for
fulfillment of the conditions precedent to 30 April 2019 or
such other date as agreed by the parties.
On 30 April 2019, as additional time is required for the
fulfillment of certain condition of the Subscription Conditions,
the parties entered into a side letter to the Restated
Subscription Agreement to extend the long stop date for
fulfillment of the conditions precedent to 15 July 2019 or
suchotherdate as agreed by the parties. (see Remark(a))		 415,908,000
For details, please refer to joint announcements of the Issuer
and the Offeror or the New Offeror dated 12 October 2018,
29 November 2018, 31 January 2019, 30 April 2019
and 15 July 2019 respectively.
EGM approval date ( 16 / 01 /2019 )

~~Ordinary shares~~~~(Note 1)~~

On 23 February 2018, the Issuer (as purchaser) and ZTI
Financial (as vendor) entered into the ZTI Capital Agreement
pursuant to which the Issuer conditionally agreed to acquire
or procure one of its wholly-owned subsidiaries to acquire,
and ZTI Financial conditionally agreed to dispose of, all
issued shares of ZTI Capital at completion of the ZTI
~~Agreements for a consideration of HK$30000000.in cash.~~
~~,,~~
On the same date, the Issuer (as purchaser) and Zhongtai
Financial International (as vendor) entered into the ZTI Asset
Management Agreement pursuant to which the Company
conditionally agreed to acquire or procure one of its wholly-
owned subsidiaries to acquire, and Zhongtai Financial
International conditionally agreed to dispose of, all issued
shares of ZTI Asset Management at completion of the ZTI
Agreements for a consideration of HK$102,000,000.in cash.

2019 年 3 月

85,714,286

On 11 October 2018, the Issuer (as purchaser) and ZTI ~~Financial (as vendor) entered into a supplemental agreement~~ NIL to revise and amend certain terms of the ZTI Capital Agreement . The consideration for the ZTI Capital Acquisition, being HK$30,000,000, shall be satisfied by the allotment and issue by the Issuer to the Offeror (as the designated nominee of ZTI Financial) 85,714,286 new Shares, credited as fully paid, at an issue price of approximately HK$0.35 per Share, at completion of the ZTI Capital Agreement.

On 11 October 2018, the Issuer (as purchaser) and Zhongtai Financial International (as vendor) entered into a NIL supplemental agreement (to revise and amend certain terms of the ZTI Asset Management Agreement). The consideration for the ZTI Asset Management Acquisition, being HK$102,000,000, shall be satisfied by the allotment and issue by the Issuer to the Offeror (as the designated nominee of Zhongtai Financial International) 291,428,571 new Shares,credited as fully paid, at an issue price of approximately HK$0.35 per Share, at completion of the ZTI Asset Management Agreement.

291,428,571

On 29 November 2018, the Issuer also entered into supplemental agreements with ZTI Financial and the New Offeror respectively to revise certain terms of the ZTI Capital Agreement and the ZTI Asset Management Agreement, pursuant to which the consideration for the ZTI Acquisitions shall be satisfied by the allotment and issue of Consideration Shares to the New Offeror (as, where appropriate, the designated nominee of ZTI Financial). On 31 January 2019, as additional time is required for the fulfillment of certain conditions precedent of the relevant ZTI Agreements, the parties to each of the Agreements respectively entered into a side letter to the relevant Agreement to extend the long stop date for fulfillment of the conditions precedent to 30 April 2019 or such other date as agreed by the parties.

On 30 April 2019, as additional time is required for the fulfillment of certain conditions precedent of the relevant ZTI Agreements, the parties to each of the Agreements respectively entered into a side letter to the relevant Agreement to extend the long stop date for fulfillment of the conditions precedent to 15 July 2019 or such other date as agreed by the parties. (see Remark (b)) For details, please refer to joint announcements of the Issuer and the Offeror or the New Offeror dated 25 February 2018, 12 October 2018, 29 November 2018, 31 January 2019, 30 April 2019 and 15 July 2019 respectively. EGM approval date ( 16 / 01 / 2019 ) Ordinary shares (Note 1) 3. ( / / ) shares (Note 1) Total D. (Ordinary shares) NIL (Preference shares) N/A (Other class) N/A

2019 年 3 月

Other Movements in Issued Share Capital

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

2019 年 3 月

Type of Issue

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

/ /
/ /
8. Consideration
At price :
State
issue
currency		 Class
of
shares___
issuable_(Note 1)_
Issue and allotment
(
date : (dd/mm/yyyy)
(
EGM approval date:
(dd/mm/yyyy)		 N/A
/ /
/ /		 ___
)
)		 N/A N/A

2019 年 3 月

Type of Issue No. of new
No. of new
shares of
shares of
issuer
issuer which
issued
may be
during the
issued
month
pursuant
pursuant
thereto as at
thereto
close of the
month		 No. of new
No. of new
shares of
shares of
issuer
issuer which
issued
may be
during the
issued
month
pursuant
pursuant
thereto as at
thereto
close of the
month		 No. of new
No. of new
shares of
shares of
issuer
issuer which
issued
may be
during the
issued
month
pursuant
pursuant
thereto as at
thereto
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)		 N/A__
/
)
/
)		 N/A N/A
10. Other
At price :
State
(Please specify)
currency		 Class
of
shares ___
issuable_(Note 1)_
Issue and allotment
( /
date : (dd/mm/yyyy)
EGM approval date:
( /
(dd/mm/yyyy)		 _ N/A _
/
)
/
)		 N/A N/A
Total E.
(Ordinary
shares)N/A
(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) NIL (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 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

2019 年 3 月

securities have been fulfilled;

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

  • (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.

2019 年 3 月

Remarks (if any):

  • (a) On 15 July 2019, as additional time is required for the fulfillment of certain condition of the Subscription Conditions, the parties entered into a side letter to the Restated Subscription Agreement to extend the long stop date for fulfillment of the conditions precedent to 30 September 2019 or such other date as agreed by the parties.

  • (b) On 15 July 2019, as additional time is required for the fulfillment of certain conditions precedent of the relevant ZTI Agreements, the parties to each of the Agreements respectively entered into a side letter to the relevant Agreement to extend the long stop date for fulfillment of the conditions precedent to 30 September 2019 or such other date as agreed by the parties.

Submitted by: __NG KAM SENG___

Title: ___EXECUTIVE DIRECTOR ______ (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.

2019 年 3 月

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