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Roma (meta) Group Limited Share Issue/Capital Change 2021

Jun 1, 2021

51254_rns_2021-06-01_446c2ff2-21b4-4232-a912-8ac6896b9057.pdf

Share Issue/Capital Change

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Monthly Return of Equity Issuer on Movements in Securities

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

31/05/2021

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer Roma Group Limited Date Submitted 1 June 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

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$) : 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 ordinary shares
(1)
(2)
No. of preference
shares
No. of ordinary shares
(1)
(2)
No. of preference
shares
No. of other
classes of shares
No. of other
classes of shares
702,081,660
N/A
702,081,660
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)
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$1.23 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 9,842,908
(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)


(other than under Share Option Schemes)

(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.
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