ZACD Group Ltd. — Share Issue/Capital Change 2019

Mar 5, 2019

HKEX 香港交易所

Monthly Return of Equity Issuer on Movements in Securities

		For the month ended (dd/mm/yyyy): 28/02/2019

To: Hong Kong Exchanges and Clearing Limited

Name of Issuer	ZACD Group Ltd.
Date Submitted	05/03/2019

I. Movements in Authorised Share Capital

1. Ordinary Shares

(1) Stock code : 8313 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
Increase/(decrease)
Balance at close of the month

2. Preference Shares

Stock code:	N/A	N/A Description :
		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

currency):

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

$\frac{1}{2}$

March 2019

II. Movements in Issued Share Capital

	No. of ordinary shares		No of preference	No. of other
		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

$\frac{1}{\sqrt{2}}$ ,

Share Options (under Share Option Schemes of the Issuer)

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

a sa salawan na kara

Warrants to Issue Shares of the Issuer which are to be Listed					No. of new	No. of new
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	shares of issuer issued during the month pursuant thereto	shares of issuer which may be issued pursuant thereto as at close of the month
1. ________
	N/A	N/A	N/A	N/A	N/A	N/A
$1$ $1$ $)$ Stock code (if listed) ______ Class of shares issuable (Note 1) Subscription price		_________
EGM approval date (if applicable) (dd/mm/yyyy) 2.		(1, 1)
1980 - Jan Stein Harrison, mars eta biztanleria (
$1$ $1$ $)$ Stock code (if listed) Stock code (if listed) Class of shares issuable (Note 1)		.
Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 3.		(11)
$\mathcal{L}$ $\prime$ Stock code (if listed) ______ Class of shares issuable (Note 1)		________
Subscription price EGM approval date
(if applicable) (dd/mm/yyyy) 4. ________		(11)
________
$I - I$ $\rightarrow$ Stock code (if listed) ______
Class of shares issuable (Note 1)		.
Subscription price EGM approval date (if applicable) (dd/mm/yyyy)	(11)
		Total B.		(Ordinary shares) (Preference shares)	N/A N/A
				(Other class)	N/A

$\frac{1}{\sqrt{2}}$ $\zeta$ ÷.

$\bar{z}$

$\sim$ only changes they convenible into only let us of the issuer which are to be Listed) Class and description 1.	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
	N/A	N/A	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))	(1)
2.
Stock code (if listed)
Class of shares issuable (Note 1)
Subscription price EGM approval date (if applicable) (dd/mm/yyyy)	(1)
3.
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	_________ the control of the control of the control of the control of
EGM approval date (if applicable) (dd/mm/yyyy)	(11)
				Total C. (Ordinary shares) (Preference shares) (Other class)	N/A N/A N/A

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

$\Gamma(\mathcal{G})=\mathcal{X}$

$\hat{\mathbf{x}}$

$\label{eq:2} \begin{array}{c} \mathbb{E} \left[ \begin{array}{cc} \mathbb{E} \left[ \mathbb{E} \left[ \mathbb{E} \right] \mathbb{E} \left[ \mathbb{E} \right] \right] \ \mathbb{E} \left[ \mathbb{E} \left[ \mathbb{E} \left[ \mathbb{E} \left[ \mathbb{E} \right] \right] \right] \right] \ \mathbb{E} \left[ \mathbb{E} \left[ \mathbb{E} \left[ \mathbb{E} \left[ \mathbb{E} \left[ \mathbb{E} \right] \right] \right] \right] \end{array} \right] \end{array} \end{array}$

$\hat{\mathbf{c}}$

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. ________
shares (Note 1)	N/A	N/A
2. 1980 - John Stoff, deutscher Stoff, der Stoff, deutscher Stoff, der Stoff, der Stoff, der Stoff, der Stoff, d
shares (Note 1)
3 1
shares (Note 1)
Total D.
(Ordinary shares) (Preference shares)	N/A
(Other class)	N/A N/A

$\sim 2$

$\ddot{\phantom{a}}$

$\label{eq:1} \begin{array}{cc} C_{\text{max}} & \text{if} & \ \text{if} & \text{if} & \ \text{if} & \text{if} & \ \text{if} & \text{if} & \end{array}$

$\sim$

						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
			Class of shares issuable (Note 1)
$\vert$ 1.	Rights issue	State At price: currency -	Issue and allotment date: (dd/mm/yyyy)	(1)	$\rightarrow$
			EGM approval date: (dd/mm/yyyy)	(11)	$\rightarrow$	N/A	N/A
			Class Οf shares issuable (Note 1)
2.	Open offer	State At price: currency	Issue and allotment date: (dd/mm/yyyy)	(11)	$\rightarrow$
			EGM approval date: (dd/mm/yyyy)	(1)	$\rightarrow$	N/A	N/A
			of Class shares issuable (Note 1)
3.	Placing	State At price: currency	Issue and allotment date: (dd/mm/yyyy)	(11)	-)
			EGM approval date: (dd/mm/yyyy)	(11)		N/A	N/A
			Class of shares issuable (Note 1)
4.	Bonus issue		Issue and allotment date: (dd/mm/yyyy)	(11)	$\rightarrow$
			EGM approval date: (dd/mm/yyyy)	(11)	$\rightarrow$	N/A	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
5.	Scrip dividend	State At price: currency-	Class of shares issuable (Note 1) Issue and allotment date: (dd/mm/yyyy)	(11)	$\rightarrow$
			EGM approval date: (dd/mm/yyyy)	(1)	$\lambda$	N/A	N/A
			Class of shares repurchased (Note 1)
16.	Repurchase of shares		Cancellation date: (dd/mm/yyyy)		(11)
			EGM approval date: (dd/mm/yyyy)	(11)	$\rightarrow$	N/A	N/A
			Class of shares redeemed (Note 1)
7.	Redemption of shares		Redemption date: (dd/mm/yyyy)	(11)
			EGM approval date: (dd/mm/yyyy)	(1)	$\rightarrow$	N/A	N/A
			Class of shares issuable (Note 1)
8.	Consideration issue	State At price: currency	Issue and allotment date: (dd/mm/yyyy)	(1)	$\rightarrow$
			EGM approval date: (dd/mm/yyyy)	(11)	$\rightarrow$	N/A	N/A

$\begin{array}{cccccccccccccc} \mathbb{R} & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & &$

$\label{eq:2.1} \mathcal{F}^{(1)}=\mathcal{F}^{(1)}{\mathcal{F}}\left[\frac{1}{2}\mathcal{E}^{(1)}{\mathcal{F}}\right]{\mathcal{F}}\mathcal{E}^{(1)}{\mathcal{F}}\,.$

	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 оf shares issuable (Note 1)
19.	Capital reorganisation		(11) $\rightarrow$ Issue and allotment date: (dd/mm/yyyy)
			(1) EGM approval date: (dd/mm/yyyy)	$\rightarrow$
				N/A	N/A
			Class of shares issuable (Note 1)
	10. Other (Please specify)	State At price : currency	(11) $\rightarrow$ Issue and allotment date: (dd/mm/yyyy)
			(11) EGM approval date: (dd/mm/yyyy)	$\lambda$ N/A	N/A
			Total E. (Ordinary shares)	N/A
			(Preference shares)	N/A
			(Other class)	$\overline{\text{N/A}}$

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:

$(Note 2)$

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

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

• 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;
• $(vi)$ all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue;
• $(vii)$ completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and
• (viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and 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 (Director, Secretary or other duly authorised officer)

Notes:

• State the class of shares (e.g. ordinary, preference or other). $\boldsymbol{\mathcal{1}}$
• $\overline{2}$ Items (i) to (viii) are suggested forms of confirmation which may be amended to meet 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: 3.

$\sim 10^7$

• the securities are of the same nominal value with the same amount called up or paid up; $\bullet$
• they are entitled to dividend/interest at the same rate and for the same period, so that at $\bullet$ 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.
• 1. If there is insufficient space, please append the prescribed continuation sheet.