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Roma (meta) Group Limited Capital/Financing Update 2021

Feb 1, 2021

51254_rns_2021-02-01_8c51a8b7-42e0-4ef3-801b-bfb147d3af8e.pdf

Capital/Financing Update

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==> picture [94 x 44] intentionally omitted <==

Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) :

31/01/2021

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer Roma Group Limited Date Submitted 1 February 2021

  • I. Movements in Authorised Share Capital
1.Ordinary Shares
(1) Stock code:
8072
Description :
No. of ordinary
shares
Balance at close of preceding month 57,600,000,000
Increase/(decrease)

Balance at close of the month
57,600,000,000		 Ordinary Shares
Authorised share
capital
(HK$)
576,000,000.00

576,000,000.00

Par value
(HK$)
0.01
0.01
(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)

March 2019

2. Preference Shares

2.Preference Shares 2.Preference Shares 2.Preference Shares 2.Preference Shares
Stock code :
N/A
Description :

No. of
preference
shares
Balance at close of preceding month
Increase/(decrease)

Balance at close of the month
 Authorised share
capital
(State currency)
Par value
(State
currency)
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
 Authorised share
capital
(State currency)
Par value
(State
currency)

Total authorised share capital at the end of the month (HK$) : 576,000,000.00

March 2019

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 preference
shares
No. of other
classes of shares		 No. of ordinary shares
(1)
(2)
No. of preference
shares
No. of other
classes of shares
175,520,415
N/A

N/A
N/A
175,520,415
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)
Particulars of share
option scheme
including EGM approval
Movement during the month
date
(dd/mm/yyyy) and class
of shares issuable
Granted
Exercised
Cancelled		 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

Exercised
Cancelled		 Lapsed
1. Share Option Scheme
adopted on
26 September 2011
Exercise Price
HK$1.80 per share
(adjusted price)
Ordinary shares
Nil
(Note 1)
2.Share Option Scheme
adopted on
26 September 2011
Exercise Price
HK$1.28 per share
(adjusted price)
Ordinary shares
Nil
(Note 1)
3. Share Option Scheme
adopted on
26 September 2011
Exercise Price
HK$0.260 per share
Ordinary shares
Nil
(Note 1)
Total funds raised during the month from
options (State currency)		 Share Option Scheme
adopted on
26 September 2011
Exercise Price
HK$1.80 per share
(adjusted price)
Ordinary shares
Nil		 Nil Nil Nil Nil Nil
Nil Nil Nil Nil 9,451,429
(adjusted)
Nil Nil Nil
N/A
Nil
Total
exercise of
N/A

N/A

March 2019

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

Description of warrants
(Date ofexpiry-dd/mm/yyyy)		 Description of warrants
(Date ofexpiry-dd/mm/yyyy)		 Description of warrants
(Date ofexpiry-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		 No. of new
shares of
issuer
issued
during the
month
Exercised Nominal value
pursuant
during the at close of the
thereto
month
month
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
Exercised Nominal value
pursuant
during the at close of the
thereto
month
month
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
Exercised Nominal value
pursuant
during the at close of the
thereto
month
month
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
Exercised Nominal value
pursuant
during the at close of the
thereto
month
month
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
Exercised Nominal value
pursuant
during the at close of the
thereto
month
month
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)
(
/
/		 )


)

March 2019

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		 Currency of
amount
outstanding
Amount at
close of
preceding
month		 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. )
)
)
)
Total C. (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.
(
 /
/

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)
( /
/

)

)

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)


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. The Company proposed to implement the rights issue on the
basis of three (3) rights shares for every one (1) existing Share
held on the Record Date at the Subscription Price of HK$0.125
per rights share (“Right Issue”), to raise gross proceeds of
approximately HK$65.8 million before expenses (assuming no
further issue or repurchase of Shares on or before the Record
Date) and up to a maximum of approximately HK$69.4 million
before expenses (assuming full exercise of the Share Options on
or before the Latest Lodging Date and no other issue or
repurchase of Shares on or before the Record Date) by way of
the rights issue of not less than 526,561,245 Rights Shares and
not more than 554,915,532 Rights Shares (assuming as
aforesaid) to the Qualifying Shareholders.
The Rights Issue is conditional upon the following conditions
being fulfilled or waived (as appropriate):
(1) the passing by the Shareholders (or where appropriate,
Independent Shareholders) at the EGM of the requisite
resolutions to approve the Underwriting Agreement and the
Rights Issue (including, but not limited to, the exclusion of the
offer of the Rights Issue to the Excluded Shareholders) and the
transactions contemplated thereunder by no later than the
Prospectus Posting Date;
(2) the Listing Committee of the Stock Exchange granting or
agreeing to grant (subject to allotment) and not having
withdrawn or revoked the listing of and permission to deal in the
Rights Shares (in their nil-paid and fully-paid forms);
(3) the filing and registration of the Prospectus Documents
(together with any other documents required by applicable law or
regulation to be annexed thereto) with the Companies Registry
in Hong Kong by no later than the Prospectus Posting Date;
(4) the posting of the Prospectus Documents to the Qualifying
Shareholders by no later than the Prospectus Posting Date;
(5) the Underwriting Agreement not having been terminated by
the Underwriter pursuant to the terms hereof on or before the
Latest Time for Termination;
(6) there being no breach of the undertakings and obligations of
the Company under the terms of the Underwriting Agreement;
and
(7) none of the Underwriter together with such parties acting in
concert (having the meaning as set out in the Takeovers Code)
with it nor any of the sub-underwriters and their respective
parties acting in concert (having the meaning as set out in the
Takeovers Code) shall be interested in 30% or more of the
issued share capital of the Company as enlarged by the Rights
Issue or otherwise be obligated to make mandatory general offer
obligation under the Takeovers Code as a result of the
Underwriter and/or the sub-underwriters taking up the Untaken
Shares under the Underwriting Agreement.
The conditions precedent set out in paragraphs (1) to (4) and (7)
are incapable of being waived by the Underwriter and the
Company. The Underwriter may waive the condition precedent
set out in paragraph (6) in whole or in part by written notice to
the Company.
For further details, please refer to the Company’s announcement
dated 20 January 2021.



March 2019

(
/
/
)
shares_(Note 1)
2.
(
/
/
)
shares(Note 1)
3.
(
/
/
)
shares(Note 1)_
Total D.
(Ordinaryshares)
(Preference shares)
(Other class)		 (
/
/
)
shares_(Note 1)
2.
(
/
/
)
shares(Note 1)
3.
(
/
/
)
shares(Note 1)_
Total D.
(Ordinaryshares)
(Preference shares)
(Other class)		 (
/
/
)
shares_(Note 1)
2.
(
/
/
)
shares(Note 1)
3.
(
/
/
)
shares(Note 1)_
Total D.
(Ordinaryshares)
(Preference shares)
(Other class)
2.
3.		 (
/
/
)		 N/A
N/A
N/A
shares_(Note 1)_
(
/
/
)
shares_(Note 1)_
(
/
/
)
shares_(Note 1)_
Total D.
(Ordinaryshares)
(Preference shares)
(Other class)

March 2019

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
issued
during the
month
pursuant
thereto		 No. of new
shares of
issuer
which may
be issued
pursuant
thereto as
at close of
the month
At price :State
currency
1. Rights issue		 Class
of
shares
issuable_(Note 1)_
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)		 ( / /
)
( / /
)		 Nil Nil
At price :State
currency
2. Open offer		 Class
of
shares
issuable_(Note 1)_
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)		 ( / /
)
( / /
)		 Nil Nil
At price :State
currency
3. Placing		 Class
of
shares
issuable_(Note 1)_
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)		 ( / /
)
( / /
)		 Nil Nil
4. Bonus issue Class
of
shares
issuable_(Note 1)_
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)		 ( / /
)
( / /
)		 Nil Nil

March 2019

Type of Issue No. of new
shares of
issuer
issued
during the
month
pursuant
thereto		 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)		 ( / /
)
( / /
)		 Nil Nil
6. Repurchase of
shares		 Class
of
shares
repurchased_(Note 1)_
Cancellation date :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)		 ( / /
)
( / /
)		 Nil Nil
7. Redemption of
shares		 Class
of
shares
redeemed_(Note 1)_
Redemption date :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)		 ( / /
)
( / /
)		 Nil Nil
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)		 ( / /
)
( / /
)		 Nil Nil

March 2019

Type of Issue No. of new
shares of
issuer
issued
during the
month
pursuant
thereto		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto		 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)		 ( / /
)
( / /
)		 Nil Nil
At price :State
currency
10. Other
(Please
specify)		 Class
of
shares
issuable_(Note 1)_
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)		 ( / /
)
( / /
)		 Nil Nil
Total E.
(Ordinary shares)
(Preference shares)
(Other class)		 Nil
Nil

Nil
Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E):
(1)
(2)
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 E):
N/A
N/A
N/A
N/A
(These figures should be the same as the relevant figures under II above (“Movements in Issued Share
Capital”).)		 N/A
N/A
N/A
N/A

March 2019

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 17.27A, 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 GEM of 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) ;

  • (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):

Submitted by : Yue Kwai Wa Ken

Title : Director / Company Secretary (Director, Secretary or other duly authorised officer)

March 2019

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 17.27A 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

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