Walnut Capital Limited — Capital/Financing Update 2009

Nov 3, 2009

Monthly Return of Equity Issuer on Movements in Securities

To: Hong Kong Exchanges and Clearing Limited

Name of Issuer	Mastermind Capital Limited ------
Date Submitted	03/11/2009 _________

I. Movements in Authorised Share Capital

1. Ordinary Shares
$(1)$ Stock code: - 905	Description: Ordinary shares
	No. of ordinary shares	Par value (HK\$)	Authorised share capital (HK\$)
Balance at close of preceding month	2,000,000,000	0.025	50,000,000
Increase/(decrease)
Balance at close of the month	2,000,000,000	0.025	50,000,000
(2) Stock code: N/A	Description :
	No. of ordinary shares	Par value (State currency )	Authorised share capital (State currency)
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month

2. Preference Shares

Stock code: N/A	Description:
	No. of preference shares	Par value (State $curveacy$ )	Authorised share capital (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 classes of shares	Par value (State currency )	Authorised share capital (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\$): 50,000,000

II. Movements in Issued Share Capital

		No. of ordinary shares		No of preference No. of other classes
	(1)	$\left( 2\right)$	shares	of shares
Balance at close of preceding month	1,488,000,000
Increase/(decrease) during the month
Balance at close of the month	1,488,000,000

III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer)
Particulars of share option scheme including EGM					No. of new shares of issuer issued during the month pursuant	No. of new shares of issuer which may be issued pursuant thereto
approval date					thereto	as at close of the month
(dd/mm/yyyy) and		Movement during the month
class of shares
issuable	Granted	Exercised	Cancelled	Lapsed
1. Share option
scheme
(12/01/2009)
Ordinary shares -
(Note 1)
2. $\qquad \qquad \qquad$
(77)
shares
(Note 1)
3.
$\pm$ 1
shares
(Note 1)
					Total A. (Ordinary shares) -
					(Preference shares)
					(Other class)
Total funds raised during the month from exercise of
options (State currency)

warrants to issue shares or the issuer which are to be Listed Description of warrants (Date of expiry - dd/mm/yyyy)	Currency of Nominal value at nominal close of value preceding 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
1. N/A
$\frac{1}{2}$ $\frac{1}{2}$ $\rightarrow$ Stock code (if listed) Class of shares issuable (Note 1) Subscription price EGM approval date
(if applicable) (dd/mm/yyyy)	(11)
2.
$1 - 1$ $\rightarrow$ Stock code (if listed) Class of shares issuable (Note 1)
Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 3.	$($ / /
T $\lambda$ $\prime$ Stock code (if listed) Class of shares issuable (Note 1)	_________
Subscription price
EGM approval date (if applicable)
$(dd/\text{mm/yyyy})$ 4.	(11)
$1/2$ )
Stock code (if listed) Class of shares issuable (Note 1)	1980 - Jan Barat, Amerikaansk politiker (
Subscription price EGM approval date (if applicable) (dd/mm/yyyy)	(1)
	Total B.		(Ordinary shares) (Preference shares)______
			(Other class) $\qquad \qquad \qquad$

Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed)				For Main Board and GEM listed issuers
Class and description	amount outstanding	Currency of 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
1. N/A
Stock code (if listed) Class of shares issuable (Note 1) Subscription price EGM approval date (if applicable) (dd/mm/yyy)) 2.	(11)
Stock code (if listed) Class of shares issuable (Note 1) Subscription price EGM approval date
(if applicable) (dd/mm/yyyy) 3.	$\pm$ 1
Stock code (if listed)
Class of shares issuable (Note $1$ ) Subscription price EGM approval date (if applicable) (dd/mm/yyyy)	$\mathcal{L} = \left( \begin{array}{cc} 1 & 1 \ 1 & 1 \end{array} \right)$
4.
Stock code (if listed) Class of shares issuable (Note 1) Subscription price EGM approval date (if applicable)
(dd/mm/yyyy)	(1/7)			Total C. (Ordinary shares) (Preference shares) (Other class)

$\sim$

Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including 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. N/A
shares (Note $I$ )
2.
shares $(Note 1)$
3.
shares ( Note 1 )
Total D. (Ordinary shares)
(Preference shares)
(Other class)

		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
			Class of shares issuable (Note 1)
1.	Rights issue	State At price: currency	Issue and allotment date: (dd/mm/yyyy)	(77)
			EGM approval date: (dd/mm/yyyy)	(77)
						N/A
			Class of shares issuable (Note 1)
2.	Open offer	State At price: currency	Issue and allotment date: (dd/mm/yyyy)	(77)
			EGM approval date: (dd/mm/yyyy)	(77)
						N/A
			Class of shares issuable (Note 1)
3.	Placing	State At price: currency	Issue and allotment $(1 / 1)$ date: (dd/mm/yyyy)
			EGM approval date: $(dd/\text{mm/yyyy})$	(77)
						N/A
			Class of shares issuable (Noe 1)
4.	Bonus issue		Issue and allotment date: (dd/mm/yyyy)	(77)
			EGM approval date: (d d/mm/yyyy)	(77)	$\rightarrow$
						N/A

			For Main Board and GEM 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
		Class of shares issuable (Note 1)
5.	State At price: Scrip dividend currency	Issue and allotment date: (dd/mm/yyyy)	(77)
		EGM approval date: $(dd/\text{mm/yyyy})$	(77)
					N/A
		Class of shares repurchased (Note 1)
6.	Repurchase of shares	Cancellation date: (dd/mm/yyyy)	(77)
		EGM approval date: (dd/mm/yyyy)	(77)
					N/A
		Class of shares redeemed (Note 1)
17.	Redemption of shares	Redemption date: $(dd/\text{mm/yyyy})$	(11)	$\rightarrow$
		EGM approval date: (dd/mm/yyyy)	(77)
					N/A
		Class of shares issuable (Note $1$ )
8.	State Consideration issue At price : currency	Issue and allotment date: (dd/mm/yyyy)	(77)
		EGM approval date: $(dd/\text{mm/yyyy})$	(77)	$\rightarrow$
					N/A

			For Main Board and GEM listed issuers
					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
	Type of Issue
			Class of shares issuable (Note 1)
9.	Capital reorganisation		Issue and allotment date: (dd/mm/yyyy)	(77)
			EGM approval date: $(dd/\text{mm/yyyy})$	(77)
					N/A
			Class of shares issuable (Note 1)
	10. Other (Please specify)	State At price: currency	Issue and allotment date: (dd/mm/yyyy)	(77)
			EGM approval date: $(dd/\text{mm/yyyy})$	(77) $\rightarrow$	N/A
			Total E. (Ordinary shares) (Preference shares) (Other class)

Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E):		۰
		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 II above ("Movements in Issued Share Capital").)

N/A	. .
	Submitted by: LEONG Chi Wai
Title:	Director
	(Director, Secretary or other duly authorised officer)

$\hat{\boldsymbol{\beta}}$

Notes:

• $\cal I.$ State the class of shares (e.g. ordinary, preference or other).
• If there is insufficient space, please append the prescribed continuation sheet. $2.$