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SJM Holdings Limited Capital/Financing Update 2018

Apr 4, 2018

49535_rns_2018-04-04_dba6fd99-0c4b-4091-8a36-917e509d374e.pdf

Capital/Financing Update

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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) : 31/03/2018

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer SJM Holdings Limited Date Submitted 4 April 2018

I. Movements in Authorised Share Capital

1. Ordinary Shares

1. Ordinary Shares 1. Ordinary Shares 1. Ordinary Shares 1. Ordinary Shares 1. Ordinary Shares
(1) Stock code :
00880
Description :
Ordinary shares
No. of ordinary
shares
Par value
(State
currency)
Balance at close of preceding month
N/A
N/A
Increase/(decrease)
N/A
Balance at close of the month
N/A
N/A		 Ordinary shares Authorised share
capital
(State currency)
N/A
N/A
N/A
Par value
(State
currency)
N/A
N/A
(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)
  • 1 -

2. Preference Shares

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 (State currency) :

N/A

  • 2 -

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 ordinary shares
(1)
(2)		 No. of preference
shares
No. of other classes
of shares		 No. of preference
shares
No. of other classes
of shares
5,658,129,293
250,000
5,658,379,293		 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 (under Share Option Schemes of the Issuer)


Particulars of share
option scheme
including EGM
approval date
(dd/mm/yyyy) and
class of shares
issuable
Movement during the month
Movement during 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
Granted
Exercised
Cancelled		 Lapsed

Share Option
Scheme adopted
on 13/05/2009
Ordinary shares
(Note 1)
(i) Exercise price
(July 2009)
HK$2.82
N/A
250,000
Nil
Nil
(ii) Exercise price
(October 2009)
HK$4.48
N/A
Nil
Nil
Nil
(iii) Exercise price

(May 2010)
HK$5.11
N/A
Nil
Nil
Nil
(iv) Exercise price
(May 2010)
HK$5.03
N/A
Nil
Nil
Nil
(v) Exercise price

(August 2010)

HK$7.48
N/A
Nil
Nil
Nil
(vi) Exercise price

(March 2011)

HK$12.496
N/A
Nil
Nil
Nil
(vii) Exercise price

(October 2013)

HK$22.00
N/A
Nil
Nil
250,000
(viii) Exercise price

(June 2015)

HK$9.826
N/A
Nil
Nil
75,000
(ix) Exercise price

(May 2016)

HK$4.89
N/A
Nil
Nil
Nil
(x) Exercise price

(Jun 2017)

HK$8.33
N/A
Nil
Nil
Nil
Sub-total:
N/A
250,000
Nil
325,000







Total A. (Ordinary shares)

(Preference shares)

(Other class)
Total funds raised during the month from exercise of
options (State currency)
HK$705,000		 Share Option
Scheme adopted
on 13/05/2009
Ordinary shares
(Note 1)
Nil		 250,000
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
250,000


250,000

N/A

N/A		 3,940,000
(Remark a)
(i) Exercise price
(July 2009)
HK$2.82
(ii) Exercise price
(October 2009)
HK$4.48		 Nil Nil
(Remark b)
(iii) Exercise price

(May 2010)
HK$5.11		 Nil Nil
(Remark c)
(iv) Exercise price
(May 2010)
HK$5.03		 Nil 260,000
(Remark d)
(v) Exercise price

(August 2010)

HK$7.48		 Nil 3,000,000
(Remark e)
(vi) Exercise price

(March 2011)

HK$12.496		 Nil 7,000,000
(Remark f)
(vii) Exercise price

(October 2013)

HK$22.00		 250,000 45,590,000
(Remark g)
(viii) Exercise price

(June 2015)

HK$9.826		 75,000 125,790,000
(Remark h)
(ix) Exercise price

(May 2016)

HK$4.89		 Nil 3,000,000
(Remark i)
(x) Exercise price

(Jun 2017)

HK$8.33		 Nil 3,000,000
(Remark j)
Sub-total: 325,000 191,580,000
  • 3 -

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
precedingmonth
Exercised
during the
month		 Currency of
nominal
value
Nominal value at
close of
precedingmonth
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
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)
(/ / )
  • 4 -

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
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		 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		 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		 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



1. 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)
(/ /
  • 5 -

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.		 N/A N/A
N/A
N/A
( / / )
shares_(Note 1)_
N/A
( / / )
shares (Note 1)
N/A
( / / )
shares (Note 1)
Total D.(Ordinaryshares)
(Preference shares)
(Other class)
  • 6 -

Other Movements in Issued Share Capital

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
1. Rights issue
At price :State
currency		 N/A
Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
__
( / / )
( / / )
2. Open offer
At price :State
currency		 N/A
Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
3. Placing
At price :State
currency		 N/A
Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
4. Bonus issue N/A
Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
  • 7 -
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
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
6. Repurchase of
shares		 N/A
Class of shares
repurchased_(Note 1)
Cancellation date :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
7. Redemption of
shares		 N/A
Class of shares
redeemed_(Note 1)
Redemption date :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
8. Consideration issue At price :State
currency		 N/A
Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
__
( / / )
( / / )
  • 8 -
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		 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		 N/A
Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
__
( / / )
( / / )
10. Other
(Please specify)
At price :State
currency		 N/A
Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
__
( / / )
( / / )
Total E. (Ordinary shares)
(Preference shares)
(Other class)		 N/A
N/A
N/A
Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E): (1) 250,000
(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
(Thesefigures should be the same as the relevantfigures under II above(“Movements in Issued Share Capital”).)
  • 9 -

Remarks (if any):

a. On 13 July 2009, SJM Holdings Limited (the “ Issuer ”) granted share options to participants which entitled them to subscribe for a total of 166,700,000 ordinary shares of the Issuer under the share option scheme. The vesting period for all of the share options is six months from the date of grant, except the vesting period for share options in respect of 30,000,000 shares is 1/3 vesting on 13 January 2010, then 1/3 vesting on each of the first and second anniversaries of such date. During the period from date of grant to 31 March 2018, an aggregate of 162,760,000 shares of the Issuer were issued and allotted and no options granted had been cancelled or lapsed under this batch of share options. b. On 7 October 2009, the Issuer granted share options to a participant which entitled him to subscribe for a total of 1,200,000 ordinary shares of the Issuer under the share option scheme. The vesting period for all of the share options is six months from the date of grant. The said 1,200,000 shares of the Issuer were issued and allotted in June 2010. c. On 19 May 2010, the Issuer granted share options to a participant which entitled her to subscribe for a total of 1,500,000 ordinary shares of the Issuer under the share option scheme. The vesting period for all of the share options is six months from the date of grant. During the period from date of grant to 30 April 2015, the said 1,500,000 shares of the Issuer were issued and allotted. d. On 26 May 2010, the Issuer granted share options to certain participants which entitled them to subscribe for a total of 500,000 ordinary shares of the Issuer under the share option scheme. The vesting period for all of the share options is six months from the date of grant. During the period from date of grant to 31 March 2018, an aggregate of 240,000 shares of the Issuer were issued and allotted and no options granted had been cancelled or lapsed under this batch of share options. e. On 31 August 2010, the Issuer granted share options to directors which entitled them to subscribe for a total of 5,000,000 ordinary shares of the Issuer under the share option scheme. The vesting period for all of the share options is six months from the date of grant. During the period from date of grant to 31 March 2018, an aggregate of 2,000,000 shares of the Issuer were issued and allotted and no options granted had been cancelled or lapsed under this batch of share options. f. On 17 March 2011, the Issuer granted share options to directors which entitled them to subscribe for a total of 116,000,000 ordinary shares of the Issuer under the share option scheme. The vesting period for all of the share options is six months from the date of grant. During the period from date of grant to 31 March 2018, an aggregate of 109,000,000 shares of the Issuer were issued and allotted and no options granted had been cancelled or lapsed under this batch of share options.

  • 10 -

g. On 8 October 2013, the Issuer granted share options to a director and certain participants which entitled them to subscribe for a total of 50,460,000 ordinary shares of the Issuer under the share option scheme. The vesting period for share options in respect of 47,460,000 shares is approximately 34% vesting on six months from the grant date, approximately 33% vesting on one year and six months from the grant date, and the remaining 33% vesting on two years and six months from the grant date. The vesting period for share options in respect of 3,000,000 shares is approximately 34% vesting on one year from the grant date, then approximately 16.5% vesting on two years, three years, four years and five years from the grant date respectively. During the period from date of grant to 31 March 2018, no shares of the Issuer were issued or allotted and no options granted had been cancelled, and an aggregate of 4,870,000 share options had been lapsed under this batch of share options.

h. On 15 June 2015, the Issuer granted share options to directors and certain participants which entitled them to subscribe for a total of 126,725,000 ordinary shares of the Issuer under the share option scheme. The vesting period for all of the share options is approximately 33.37% vesting on six months from the grant date, approximately 33.37% vesting on one year and six months from the grant date, and the remaining 33.26% vesting on two years and six months from the grant date. During the period from date of grant to 31 March 2018, no shares of the Issuer were issued or allotted and no options granted had been cancelled, and an aggregate of 935,000 share options had been lapsed under this batch of share options. i. On 11 May 2016, the Issuer granted share options to a participant which entitled him to subscribe for a total of 3,000,000 ordinary shares of the Issuer under the share option scheme. The vesting period for all of the share options is approximately 33.34% vesting on six months from the grant date, approximately 33.33% vesting on one year and six months from the grant date, and the remaining 33.33% vesting on two years and six months from the grant date. During the period from date of grant to 31 March 2018, no shares of the Issuer were issued or allotted and no options granted had been cancelled or lapsed under this batch of share options. j. On 22 June 2017, the Issuer granted share options to a director which entitled her to subscribe for a total of 3,000,000 ordinary shares of the Issuer under the share option scheme. The vesting period for all of the share options is approximately 33.34% vesting on six months from the grant date, approximately 33.33% vesting on one year and six months from the grant date, and the remaining 33.33% vesting on two years and six months from the grant date. During the period from date of grant to 31 March 2018, no shares of the Issuer were issued or allotted and no options granted had been cancelled or lapsed under this batch of share options.

Submitted by: Kwok Shuk Chong

Title: 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.

  • 11 -

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