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Top Education Group Ltd Share Issue/Capital Change 2018

Dec 5, 2018

50143_rns_2018-12-05_0c53011d-b67a-400a-84a0-4119c99f12d0.pdf

Share Issue/Capital Change

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==> picture [104 x 57] intentionally omitted <==

Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 30/11/2018

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer Top Education Group Ltd Date Submitted 5 December 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 :
1752
Description :
No. of ordinary
shares
Balance at close of preceding month
N/A
Increase/(decrease)
N/A
Balance at close of the month
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)

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

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
2,588,548,000 N/A N/A N/A
N/A
N/A
2,410,000 N/A N/A
2,590,958,000 N/A N/A
III. Details of Movements in Issued Share Capital
Share Options (under Share Option Schemes of the Issuer)		 III. Details of Movements in Issued Share Capital
Share Options (under Share Option Schemes of the Issuer)		 III. Details of Movements in Issued Share Capital
Share Options (under Share Option Schemes of the Issuer)		 III. Details of Movements in Issued Share Capital
Share Options (under Share Option Schemes of the Issuer)		 III. Details of Movements in Issued Share Capital
Share Options (under Share Option Schemes of the Issuer)		 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 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. Share Option
Scheme
(approved on
18/04/2018) #

Ordinaryshares
Nil
Nil
Nil
Nil
(Note 1)
2. N/A



(/ /)
shares
(Note 1)
Total A. (Ordinary shares)

(Preference shares)

(Other class)
Total funds raised during the month from exercise
of options (State currency)
Nil		 1. Share Option Nil Nil

Nil

N/A

N/A		 Nil
Scheme
(approved on
18/04/2018) #
Ordinaryshares
(Note 1)
2. N/A
(/ /)
shares

As at the date hereof, 25,781,938 share options to subscribe for a total of 25,781,938 ordinary shares are not vested. For additional information related to the Company’s Share Option Scheme, please refer to the Company’s prospectus dated 27/4/18 and announcement on 18/7/18.

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

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
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)

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.
2.
3.
Pre-IPO Performance Rights Plan adopted on 8 June 2017		 Nil
3,060,000
Nil
3,060,000
N/A
N/A		 Nil
and grant of rights on 10 June 2017 (described in the
prospectus of the Company dated 27 April 2018)
(08 / 06 / 2017)
Ordinary shares_(Note 1)_
Pre-IPO Performance Rights Plan adopted on 8 June 2017 4,590,000

and grant of rights on 20 April 2018 (described in the
prospectus of the Company dated 27 April 2018)
(08 / 06 / 2017)
Ordinary shares_(Note 1)_
Share award scheme adopted on 23 October 2018 Nil

(described in the announcement of the Company dated 23
October 2018)
(23 / 10 / 2018)
Ordinary shares_(Note 1)_
Total D. (Ordinary shares)

(Preference shares)
(Other class)
Other Movements in Issued Share Capital Other Movements in Issued Share Capital 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		 Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A
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)
_
( / / )
( / / )		 N/A
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)
_
( / / )
( / / )		 N/A
4. Bonus issue Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A
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
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		 Class
of
shares
repurchased_(Note_
1)
Cancellation date :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
Ordinary
(19/11/2018)
(18/04/2018)		 (650,000)
7. Redemption of
shares		 Class
of
shares
redeemed_(Note 1)
Redemption date :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A
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)
_
( / / )
( / / )		 N/A

No. of new No. of new shares of shares of issuer issuer which issued may be during the issued month pursuant pursuant thereto as thereto at close of Type of Issue the month Class of shares _ issuable (Note 1) 9. Capital Issue and allotment ( / / ) N/A reorganisation date : (dd/mm/yyyy) ( / / ) EGM approval date: (dd/mm/yyyy) Class of shares __ issuable (Note 1)_ 10. Other At price :[State ] Issue and allotment ( / / ) N/A currency date : (dd/mm/yyyy) ( / / ) EGM approval date: (dd/mm/yyyy) Total E. (Ordinary shares) (650,000) (Preference shares) N/A (Other class) N/A

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):
(These figures should be the same as the relevant figures under II above (“Movements in Issued		 2,410,000
N/A
N/A
N/A
Share Capital”).)

Remarks (if any):

The Company was registered in New South Wales, Australia with limited liability. Under the Australian Corporations Act, a registered company does not have an authorised share capital and there is no concept of “par value” in respect of issued shares.

Submitted by: Min Ying Title: Joint 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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