REM Group (Holdings) Limited — Share Issue/Capital Change 2019

Nov 1, 2019

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Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 31/10/2019

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer REM Group (Holdings) Limited Date Submitted 01/11/2019

• I. Movements in Authorised Share Capital

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1. Ordinary Shares
(1) Stock code : 1750 Description : Ordinary Shares
Authorised share
No. of ordinary Par value capital
shares (HK$) (HK$)
Balance at close of preceding month 10,000,000,000 0.01 100,000,000.00
Increase/(decrease) Nil Nil
Balance at close of the month 10,000,000,000 0.01 100,000,000.00
(2) Stock code : N/A Description :
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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March 2019

2. Preference Shares

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Stock code : N/A Description :
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 :
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
Total authorised share capital at the end of the month (HK$) : 100,000,000.00
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March 2019

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 1,800,000,000 N/A N/A N/A
Increase/ (decrease)
during the month Nil N/A N/A N/A
Balance at close of
the month 1,800,000,000 N/A N/A N/A
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III. Details of Movements in Issued Share Capital

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Share Options (under Share Option Schemes of the Issuer)
Particulars of No. of new shares of No. of new shares of
share option issuer issued during issuer which may be
scheme the month pursuant issued pursuant
including EGM thereto thereto as at close of
Movement during the month
approval date the month
(dd/mm/yyyy) and
class of shares
issuable Granted Exercised Cancelled Lapsed
1. Share Option Nil Nil Nil Nil
Scheme
(23/04/2018)
Ordinary shares
(Note 1)
2.
( / / )
shares
(Note 1)
3.
( / / )
shares
(Note 1)
Total A. (Ordinary shares) Nil
(Preference shares) N/A
(Other class) N/A
Total funds raised during the month from exercise
of options (State currency) N/A
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March 2019

Warrants to Issue Shares of the Issuer which are to be Listed

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No. of new No. of new
shares of shares of
issuer issuer which
issued may be
during the issued
Nominal value month pursuant
Currency at close of Exercised Nominal value pursuant thereto as at
Description of warrants of nominal preceding during the at close of the thereto close of the
(Date of expiry - dd/mm/yyyy) value month month month 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) ( / / )
Total B. (Ordinary shares) N/A
(Preference shares) N/A
(Other class) N/A
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March 2019

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

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No. of new No. of new
shares of shares of
issuer issuer which
issued may be
during the issued
month pursuant
Amount at pursuant thereto as at
Currency of close of Converted Amount at thereto close of the
amount preceding during the close of the month
Class and description outstanding month month 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) ( / / )
Total C. (Ordinary shares) N/A
(Preference shares) N/A
(Other class) N/A
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March 2019

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

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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
Full particulars including EGM approval date (dd/mm/yyyy), the month
if applicable, and class of shares issuable:
1.
( / / )
shares (Note 1)
2.
( / / )
shares (Note 1)
3.
( / / )
shares (Note 1)
Total D. (Ordinary shares) N/A
(Preference shares) N/A
(Other class) N/A
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March 2019

Other Movements in Issued Share Capital

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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
Type of Issue month
Class of shares _
issuable (Note 1)
State Issue and allotment ( / / )
1. Rights issue At price :
currency date : (dd/mm/yyyy)
( / / )
EGM approval date:
(dd/mm/yyyy)
N/A N/A
Class of shares _
issuable (Note 1)
State Issue and allotment ( / / )
2. Open offer At price :
currency date : (dd/mm/yyyy)
( / / )
EGM approval date:
(dd/mm/yyyy)
N/A N/A
Class of shares _
issuable (Note 1)
State Issue and allotment ( / / )
3. Placing At price :
currency date : (dd/mm/yyyy)
( / / )
EGM approval date:
(dd/mm/yyyy)
N/A N/A
Class of shares _
issuable (Note 1)
Issue and allotment ( / / )
4. Bonus issue
date : (dd/mm/yyyy)
( / / )
EGM approval date:
(dd/mm/yyyy)
N/A N/A
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March 2019

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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
Type of Issue month
Class of shares _
issuable (Note 1)
State Issue and allotment ( / / )
5. Scrip dividend At price :
currency date : (dd/mm/yyyy)
( / / )
EGM approval date:
(dd/mm/yyyy)
N/A N/A
Class of shares _
repurchased (Note 1)
6. Repurchase of Cancellation date : ( / / )
shares (dd/mm/yyyy)
( / / )
EGM approval date:
(dd/mm/yyyy)
N/A N/A
Class of shares _
redeemed (Note 1)
7. Redemption of Redemption date : ( / / )
shares (dd/mm/yyyy)
( / / )
EGM approval date:
(dd/mm/yyyy)
N/A N/A
Class of shares _
issuable (Note 1)
8. Consideration State Issue and allotment ( / / )
At price :
issue currency date : (dd/mm/yyyy)
( / / )
EGM approval date:
(dd/mm/yyyy)
N/A N/A
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March 2019

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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
Type of Issue month
Class of shares _
issuable (Note 1)
9. Capital Issue and allotment ( / / )
reorganisation date : (dd/mm/yyyy)
( / / )
EGM approval date:
(dd/mm/yyyy)
N/A N/A
Class of shares _
issuable (Note 1)
10. Other State
(Please specify) [At price : ] currency Issue and allotment ( / / )
date : (dd/mm/yyyy)
( / / )
EGM approval date:
(dd/mm/yyyy) N/A N/A
Total E. (Ordinary
shares) N/A
(Preference shares) N/A
(Other class) N/A
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Nil 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): 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;

March 2019

• (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.

Remarks (if any):

N/A

Submitted by: _ Chow Chi Ling Janice_

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.

March 2019