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Roma (meta) Group Limited Share Issue/Capital Change 2014

Dec 3, 2014

51254_rns_2014-12-03_a2a3550d-2339-40b0-be7f-dcf0b7b5b961.pdf

Share Issue/Capital Change

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For Main Board and GEM listed issuers

==> picture [131 x 63] intentionally omitted <==

Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 30/11/2014

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer Roma Group Limited Date Submitted 3 December 2014

  • I. Movements in Authorised Share Capital
1. Ordinary Shares 1. Ordinary Shares

(1) Stock code :
8072
Description :
No. of ordinary
shares
Balance at close of preceding month
80,000,000,000
Increase/(decrease)
Balance at close of the month
5,000,000,000
(See Remark 1)		 Ordinary Shares
Authorised share
capital
(HK$)
80,000,000.00
80,000,000.00
(See Remark 1)
Par value
(HK$)
0.001
0.016
(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)

For Main Board and GEM listed issuers

2. Preference Shares

Stock code : N/A Description : 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

  1. Other Classes of Shares

Stock code : N/A Description : Par value Authorised share No. of other (State capital classes of 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$) : 80,000,000.00

For Main Board and GEM listed issuers

II. Movements in Issued Share Capital

Opening 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
shares
No. of other classes
shares
16,976,600,000
1,061,037,500
(See Remark 1)		 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

ShareOptions(underShareOptionSchemes of the Issuer) ShareOptions(underShareOptionSchemes of the Issuer) ShareOptions(underShareOptionSchemes of the Issuer) ShareOptions(underShareOptionSchemes of the Issuer) ShareOptions(underShareOptionSchemes of the Issuer) ShareOptions(underShareOptionSchemes of the Issuer)
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
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. Pre-IPO Share
Option Scheme
adopted on 26
September 2011
Ordinary shares
12,000,000
Exercise Price
(before Share
HK$0.216
Consolidation
per share
becoming
(adjusted price)
Nil
Nil
Nil
effective)
(Note 1)
2. Share Option
Scheme
adopted on 26
September 2011
Ordinary shares
Exercise Price
HK$0.800
per share
(adjusted price)
Nil
Nil
Nil
Nil
(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
N/A
N/A		 65,775,000
(adjusted after Share
Consolidation
becoming effective)
11,000,000
(adjusted after Share
Consolidation
becoming effective)

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
Exercised
during the
month		 Currency of
nominal
value
Nominal value at
close of
preceding 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. 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)
( / / )

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		 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
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)
( / / )

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),
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.		 An extraordinary general meeting was held on 24 November 2014 N/A
N/A
N/A
N/A		 N/A
to approve a rights issue of 3,183,112,500 rights shares on the
basis of three rights shares for every one (1) Consolidated Share
held by the qualifying shareholders on 3 December 2014 at a
subscription price of HK$0.09 per rights share payable in full on
acceptance. For further details, please refer to the announcements
of the Company dated 20 October 2014, 24 November 2014 and
25 November 2014, respectively.
shares_(Note 1)_
( / / )
shares_(Note 1)_
( / / )
shares_(Note 1)_
Total D. (Ordinary shares)
(Preference shares)
(Other class)

For Main Board and GEM listed issuers

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)
__
( / / )
( / / )		 Nil Nil
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)
__
( / / )
( / / )		 Nil Nil
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)
__
( / / )
( / / )		 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

Type of Issue

For Main Board and GEM listed issuers No. of new shares No. of of issuer issued new during the month shares of pursuant thereto issuer which may be issued pursuant thereto as at close of the month

For Main Board andGEM listed issuers For Main Board andGEM listed issuers For Main Board andGEM listed issuers For Main Board andGEM 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)
__
( / / )
( / / )		 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
issue
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

For Main Board and GEM listed issuers No. of new shares No. of of issuer issued new during the month shares of pursuant thereto issuer which may be issued pursuant thereto as at close of Type of Issue the month Class of shares issuable _ (Note 1) 9. Capital Issue and allotment ( / / ) reorganisation date : (dd/mm/yyyy) ( / / ) EGM approval date: (dd/mm/yyyy) Nil Nil Class of shares issuable _______ (Note 1) 10. Other At State Issue and allotment ( / / ) (Please specify) price : currency date : (dd/mm/yyyy) ( / / ) EGM approval date: (dd/mm/yyyy) Nil Nil Total E. (Ordinary shares) Nil (Preference shares) Nil (Other class) Nil

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 E): N/A
_(These figures should be the same as the relevant figures under IIabove (“Movements in Issued Share _ Capital”).)

For Main Board and GEM listed issuers

Remarks (if any):

Remark 1: An ordinary resolution was passed at the extraordinary general meeting of Roma Group Limited (the “Company”) held on 24 November 2014, which approved the consolidation of every 16 issued and unissued ordinary shares of the Company of HK$0.001 each into one (1) consolidated share of HK$0.016 each (with effect from 25 November 2014).

Submitted by: Yue Kwai Wa Ken

Title: Director / 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.

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