ZACD Group Ltd. — Share Issue/Capital Change 2019

Apr 3, 2019

Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 31/03/2019

To: Hong Kong Exchanges and Clearing Limited

Name of Issuer	ZACD Group Ltd.
Date Submitted	03/04/2019

I. Movements in Authorised Share Capital

1. Ordinary Shares
(1) Stock code : 08313 Description :	ZACD
	No. of ordinary shares	Par value (State currency)	Authorised share capital (State currency)
Balance at close of preceding month	N/A	N/A	N/A
Increase/(decrease)	N/A		N/A
Balance at close of the month	N/A	N/A	N/A
$(2)$ Stock code : $N/A$ Description:	N/A
	No. of ordinary shares	Par value (State currency)	Authorised share capital (State currency)
Balance at close of preceding month container and the contract of the set of preceding month
Increase/(decrease)
Balance at close of the month

2. Preference Shares

Stock code:	N/A	Description :	N/A
			No. of preference shares	Par value (State currency)	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:		N/A
				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 (State						N/A

$\hat{\boldsymbol{r}}$

Total authorised share capital at the end of the month (State currency) :

$\vec{r}$

II. Movements in Issued Share Capital

	No. of ordinary shares		No of preference	No. of other
	(1)	(2)	shares	classes of shares
Balance at close of preceding month	2,000,000,000	N/A	N/A	N/A
Increase/ (decrease) during the month	NIL	N/A	N/A	N/A
Balance at close of the month	2,000,000,000	N/A	N/A	N/A

III. Details of Movements in Issued Share Capital

$\epsilon$

Share Options (under Share Option Schemes of the Issuer)

onare opeono (anaor onare opeon cononico or ano les Particulars of share option scheme					the month pursuant thereto	No. of new shares of No. of new shares of issuer issued during issuer which may be issued pursuant thereto as at close of
including EGM approval date		Movement during the month				the month
(dd/mm/yyyy) and
class of shares
issuable	Granted	Exercised	Cancelled	Lapsed
1. Share Option
Scheme adopted
on 13 December
2017
(1)
shares	NIL	NIL	NIL	NIL	$\ensuremath{\text{NIL}}$	NIL
(Note 1)
2.
$\prime$ $\prime$
shares
(Note $1$ )
3.
_____
1 1
shares
(Note $1$ )
			Total A. (Ordinary shares)		NIL
					N/A (Preference shares)
				(Other class)	N/A
Total funds raised during the month from exercise
of options (State currency)					NIL
						March 2019

Warrants to Issue Shares of the Issuer which are to be Listed					No. of new shares of	No. of new shares of
Description of warrants (Date of expiry - dd/mm/yyyy)	Currency of nominal value	Nominal value at close of preceding month	Exercised during the month	Nominal value at close of the month	issuer issued during the month pursuant thereto	issuer which may be issued pursuant thereto as at close of the month
1 r
	N/A	N/A	N/A	N/A	N/A	N/A
$\rightarrow$ $I-I$ Stock code (if listed) Class of shares issuable (Note 1) Subscription price
EGM approval date (if applicable) (dd/mm/yyyy)		(11)
2.
$1 - 1$ Stock code (if listed) Class of shares issuable (Note 1)		________
Subscription price EGM approval date (if applicable) (dd/mm/yyyy)		(11)
3.
$\prime$ $\mathcal{L}$ $\lambda$ $\sim$ 600 $\sim$ Stock code (if listed) ______ Class of shares issuable (Note 1)
Subscription price		________
EGM approval date (if applicable) (dd/mm/yyyy)		(11)
4. ________
$I - I$ $\rightarrow$
Stock code (if listed) Class of shares issuable (Note 1)		. Adam sayan 1944, Antara ya Amara ya Amara ya Marta ya Afrika Marta ya Nobel ya Marta ya Tanzania ya Marta ya K
Subscription price		________
EGM approval date (if applicable) (dd/mm/yyyy)	$\sim$ (11
		Total B.		(Ordinary shares)	N/A
				(Preference shares)	N/A N/A
				(Other class)

$\sim 10$

The Communication of the Second Street

$\sim_{\rm T}$

$\sim$ $\sim$

$\mathcal{A}=\frac{1}{2}$ . $\hat{\mathcal{A}}$

.
Progger

$\bar{\mathrm{z}}$

$\bar{z}$

Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed)

rga is

J,

$\zeta = \mathbb{R}^n$

$\Delta$ $\mathcal{L}$

$\bar{z}$

$\hat{\mathbf{e}}$

	Currency of amount	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
Class and description 1 1	outstanding
	N/A	N/A	N/A	N/A	N/A	N/A
Stock code (if listed) Class of shares
issuable (Note 1)	1989 - Johann Stoff, Amerikaansk konst
Subscription price EGM approval date
(if applicable)
(dd/mm/yyyy))	(11)
2.
Stock code (if listed) Class of shares
issuable (Note 1)
Subscription price EGM approval date
(if applicable)
(dd/mm/yyyy) 3.	(1)
Stock code (if listed) Class of shares
issuable (Note 1)	_________
Subscription price EGM approval date	________
(if applicable)
(dd/mm/yyyy)	(11)
4. ________
_____ _____
Stock code (if listed)
Class of shares
issuable (Note 1)	________
Subscription price EGM approval date	________
(if applicable)
(dd/mm/yyyy)	(11)			Total C. (Ordinary shares)	N/A
				(Preference shares)	N/A
				(Other class)	N/A

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.
________
shares (Note 1)	N/A	N/A
2. $\qquad \qquad$
shares (Note 1)
3.
shares (Note 1)
(Ordinary shares) Total D.	N/A
(Preference shares)	N/A
(Other class)	N/A

$\sim 15^{\circ}$

$\bar{\gamma}$

$\label{eq:1} \begin{array}{cc} \mathcal{C} & \mathcal{L} \ & \mathcal{R} \otimes_{\mathcal{R} \otimes \mathcal{R} \times \mathcal{L}} \end{array}$

$\bar{z}$

	Type of Issue	Other Movements in Issued Share Capital				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)	(11)	$\rightarrow$
1.	Rights issue	State At price: currency	Issue and allotment date: (dd/mm/yyyy)
			EGM approval date: (dd/mm/yyyy)	(11)	$\lambda$	N/A	N/A
			of Class shares issuable (Note 1)
2.	Open offer	State At price : currency	Issue and allotment date: (dd/mm/yyyy)	(11)	$\lambda$
			EGM approval date: (dd/mm/yyyy)	(11)	$\lambda$
						N/A	N/A
			of Class shares issuable (Note 1)
3.	Placing	State At price: currency	Issue and allotment date: (dd/mm/yyyy)	(11)	$\lambda$
			EGM approval date: (dd/mm/yyyy)	(11)	$\rightarrow$
						N/A	N/A
			Class of shares issuable (Note 1)
14.	Bonus issue		Issue and allotment date: (dd/mm/yyyy)	(11)	$\rightarrow$
			EGM approval date: (dd/mm/yyyy)	(1)	$\lambda$
						N/A	N/A

							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
	Type of Issue							month
5.	Scrip dividend	State At price: currency-	of Class shares issuable (Note 1) Issue and allotment date: (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy)	(1)	(11)	$\lambda$	N/A	N/A
6.	Repurchase of shares		Class of shares repurchased (Note 1) Cancellation date: (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy)		(11) (11)	$\lambda$	N/A	N/A
7.	Redemption of shares		Class of shares redeemed (Note 1) Redemption date: (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy)		(11) (11)	$\rightarrow$ $\lambda$	N/A	N/A
8.	Consideration issue	State At price : currency	Class of shares issuable (Note 1) Issue and allotment date: (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy)		(11) (11)		N/A	N/A

$\begin{smallmatrix} \mathbb{R} & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & &$

$\left\langle \hat{\sigma} \right\rangle = \hat{\sigma}^{\dagger} - \left\langle \hat{\mu} \right\rangle \left\langle \hat{\chi} \right\rangle$

and the same of the

	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 οf shares issuable (Note 1)
19.	Capital reorganisation		(11) $\rightarrow$ Issue and allotment date: (dd/mm/yyyy)
			(11) $\rightarrow$ EGM approval date: (dd/mm/yyyy)
				N/A	N/A
			Class of shares issuable (Note 1)
	10. Other (Please specify)	State At price: currency	(11) Issue and allotment date: (dd/mm/yyyy)
			(1) $\rightarrow$ EGM approval date: (dd/mm/yyyy)	N/A	N/A
			Total E. (Ordinary shares)	N/A
			(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)	N/A
(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
(These figures should be the same as the relevant figures under II above ("Movements in Issued Share Capital").)

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:

$(Note 2)$

$\overline{\mathcal{L}}$

• all money due to the listed issuer in respect of the issue of securities has been received by it: $(i)$
• all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on GEM of The $(ii)$ 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;

all the securities of each class are in all respects identical (Note 3): $(iv)$

• all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be $(v)$ filed with the Registrar of Companies have been duly filed and that compliance has been made with other legal requirements:
• all the definitive documents of title have been delivered/are ready to be delivered/are being prepared $(vi)$ and will be delivered in accordance with the terms of issue:
• completion has taken place of the purchase by the issuer of all property shown in the listing document $(vii)$ to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and
• the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and (viii) executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies.

Remarks (if any):

	Submitted by: Ip Pui Sum
Title:	Secretary
	Secretary (Director, Secretary or other duly authorised officer)

Notes:

• State the class of shares (e.g. ordinary, preference or other). $\mathbf{1}$
• Items (i) to (viii) are suggested forms of confirmation which may be amended to meet $\overline{2}$ . 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.
• "Identical" means in this context: $\overline{3}$ .
• 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.
• If there is insufficient space, please append the prescribed continuation sheet. $\boldsymbol{4}$ .