Winto Group (Holdings) Limited — Share Issue/Capital Change 2016

Feb 3, 2016

For Main Board and GEM listed issuers

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Monthly Return of Equity Issuer on Movements in Securities

31/1/2016 For the month ended (dd/mm/yyyy) :

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer Winto Group (Holdings) Limited Date Submitted 3 February 2016

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 : 8238 Description : No. of ordinary shares Balance at close of preceding month 100,000,000,000 Increase/(decrease) Nil Balance at close of the month 100,000,000,000			Winto Group Par value (State currency) Authorised share capital (State currency) HK$0.001 HK$100,000,000.00 Nil HK$0.001 HK$100,000,000.00
			Par value (State currency) HK$0.001 HK$0.001
(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

3. 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 (State currency) : HK$100,000,000.00

For Main Board and GEM listed issuers

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
	7,200,000,000 Nil **7,200,000,000 **	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 duringthe month	Movement duringthe month	Movement duringthe month	Movement duringthe 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
		Granted	Exercised	Cancelled		Lapsed
1.Exercise Price HK$ Meetingapproved (/ /) Ordinaryshares - - - - - - - - (Note 1) 2.Exercise Price HK$ Meetingapproved (/ /) Ordinaryshares (Note 1) 3.Exercise Price HK$ Meetingapproved (/ /) Ordinaryshares (Note 1) Total A. (Ordinary shares) (Preference shares) (Other class) Total funds raised during the month from exercise of options (State currency) - -						- -	- - - - - - - -	- -

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 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.
	( / / ) 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	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.
	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)
			(/ /)

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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)
No. of new shares of No. of new shares of
issuer issued during issuer which may be
the month pursuant issued pursuant thereto
thereto
Full particulars including EGM approval date (dd/mm/yyyy), as at close of the month
if applicable, and class of shares issuable:
1.
( / / )
shares (Note 1)
2.
( / / )
shares (Note 1)
3.
( / / )
shares (Note 1)
Total D. (Ordinary shares)
(Preference shares)
(Other class)
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For Main Board and GEM listed issuers

Other Movements in Issued Share Capital

Other Movementsin 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) __ ( / / ) ( / / )
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) __ ( / / ) ( / / )
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) __ ( / / ) ( / / )
4. Bonus issue	Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) __ ( / / ) ( / / )

For Main Board and GEM listed issuers

No. of new No. of new shares of shares of issuer issued issuer which during the may be month issued pursuant pursuant thereto thereto as at close of the Type of Issue month 5. Scrip dividend Class of shares issuable _ (Note 1) At price :[State ] Issue and allotment ( / / ) currency date : (dd/mm/yyyy) ( / / ) EGM approval date: (dd/mm/yyyy) Class of shares ________ repurchased (Note 1) 6. Repurchase of Cancellation date : ( / / ) shares (dd/mm/yyyy) ( / / ) EGM approval date: (dd/mm/yyyy) Class of shares ________ redeemed (Note 1) 7. Redemption of Redemption date : ( / / ) shares (dd/mm/yyyy) ( / / ) EGM approval date: (dd/mm/yyyy) Class of shares issuable _______ (Note 1) 8. Consideration issue At price :[State ] Issue and allotment ( / / ) currency date : (dd/mm/yyyy) ( / / ) EGM approval date: (dd/mm/yyyy)

For Main Board and GEM listed issuers

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

Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E):	(1)	Nil
	(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):		- -
(Thesefigures should be the same as the relevantfigures under II above(“Movements in Issued Share		Capital”).)

For Main Board and GEM listed issuers

Remarks (if any):

Submitted by: Tricor Investor Services Limited

Title: Branch share registrar (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.