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abc Multiactive Limited Major Shareholding Notification 2020

May 5, 2020

51286_rns_2020-05-05_31ae4303-e758-455a-81e6-b91cdbca14e4.pdf

Major Shareholding Notification

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Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 30/04/2020

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer
Date Submitted		 abc Multiactive Limited
05/05/2020

I. Movements in Authorised Share Capital

1. Ordinary Shares
(1) Stock code : 8131
Description :

No. of ordinary
shares
Balance at close of preceding month
9,000,000,000

Increase/(decrease)
NIL
Balance at close of the month
9,000,000,000
 Ordinary shares
Par value
(State
currency)
Authorised share
capital
(State currency)
HK$0.10
HK$900,000,000.00
NIL
HK$0.10
HK$900,000,000.00
Par value
(State
currency)
HK$0.10

HK$0.10
(2) Stock code : N/A
Description :

No. of ordinary
shares
Balance at close of preceding month

Increase/(decrease)
Balance at close of the month
 N/A Authorised share
capital
(State currency)
Par value
(State
currency)

March 2019

  1. Preference Shares

Stock code : N/A Description : Convertible preference shares (unlisted) No. of Par value Authorised share preference (State capital shares currency) (State currency) Balance at close of preceding month 1,000,000,000 HK$0.10 HK$100,000,000.00 Increase/(decrease) NIL NIL Balance at close of the month 1,000,000,000 HK$0.10 HK$100,000,000.00

  1. Other Classes of Shares

Stock code : N/A Description : N/A No. of other Par value Authorised share classes of (State capital 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 HK$1,000,000,000.00 currency) :

March 2019

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
No of preference
shares
(1)
(2)		 No. of other
classes ofshares
301,108,062
NIL

301,108,062
 N/A
N/A
N/A		 123,529,400
NIL
123,529,400		 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 No. of new shares of No. of new shares of share option 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. N/A

( / / ) shares (Note 1) 2. N/A

( / / ) shares (Note 1) 3. N/A

( / / ) shares (Note 1)

Total A. (Ordinary shares) N/A (Preference shares) N/A (Other class) N/A

Total funds raised during the month from exercise of options (State currency) N/A

March 2019

Warrants to Issue Shares of the Issuer which are to be Listed

Description of warrants
(Date ofexpiry-dd/mm/yyyy)		 Description of warrants
(Date ofexpiry-dd/mm/yyyy)		 Description of warrants
(Date ofexpiry-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
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
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
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
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
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











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)
( / / )

March 2019

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

No. of new No. of new
shares of shares of
issuer issuer which
issued may be
during the issued
month pursuant
Amount at pursuant thereto as at
Currency of
close of		 Converted Amount at thereto close of the
amount preceding during the close of the month
Class and description outstanding
month		 month month
1.Convertiblepreference
shares atpar value of
HK$0.10 each
123,529,400
Ordinary
(See remarks) HK$ 20,999,998.00
 NIL 20,999,998.00 NIL shares
Stock code (if listed) N/A
Class of shares
issuable_(Note 1)_
 Ordinaryshares
Subscription price
 HK$0.17per share
SGM approval date
(if applicable)
(dd/mm/yyyy))
 (19/11/2018)
2.Convertible bond
(5-years zero coupon
convertible bond due on 2023)
174,705,154
Ordinary
(See remarks) HK$ 29,699,876.20
 NIL 29,699,876.20 NIL shares
Stock code (if listed) N/A
Class of shares
issuable_(Note 1)_
 Ordinaryshares
Subscription price
 HK$0.17per share
174,705,154
Ordinary
(See remarks) HK$ 29,699,876.20 NIL 29,699,876.20 NIL shares
Stock code (if listed) N/A
Class of shares
issuable_(Note 1)_
 Ordinaryshares
Subscription price
 HK$0.17per share
SGM approval date
(if applicable)
(dd/mm/yyyy)
 (19/11/2018)
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) ( / / )
Total C. (Ordinary shares) NIL
(Preference shares) NIL
(Other class) N/A

March 2019

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.		 N/A N/A
N/A
N/A
( / / )
shares_(Note 1)_
N/A
( / / )
shares_(Note 1)_
N/A
( / / )
shares_(Note 1)_
Total D. (Ordinary shares)
(Preference shares)
(Other class)

March 2019

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		 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. 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 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 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 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 N/A

March 2019

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		 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 N/A
6. Repurchase of
shares		 Class
of
shares
repurchased_(Note 1)
Cancellation date :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
 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)
_
( / / )
( / / )
 N/A 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 N/A

March 2019

No. of new No. of new No. of new
shares of shares of
issuer issuer which
issued may be
during the issued
month pursuant
pursuant thereto as at
thereto close of the
month
of shares
__
(Note 1)
allotment ( / / )
/mm/ yyyy)
roval date: ( / / )
yyy)
N/A N/A
of shares
__
(Note 1)
allotment
/mm/yyyy)		 ( / / )
roval date: ( / / )
yyy) N/A N/A
Total E. (Ordinary
shares) N/A
(Preference shares) N/A
(Other class) N/A

Type of Issue

Class of shares _ issuable (Note 1)_ Issue and allotment ( / / ) date : (dd/mm/yyyy) ( / / ) EGM approval date: (dd/mm/yyyy) N/A N/A

  1. Capital reorganisation

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) N/A N/A

[NIL ] Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E): (1)

[N/A ] (2) NIL 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 N/A E):

(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;

March 2019

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

  • (v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be 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):

Convertible Preference Shares

On 22 November 2018, pursuant to the conditional subscription agreement (the “ Subscription Agreement ”) dated 28 August 2018 (as supplemented and amended by a supplemental agreement dated 10 October 2018) entered into between the Company and Maximizer International Limited (the “ Subscriber ”), 123,529,400 convertible preference shares (the “ Convertible Preference Shares ” and each a “ Convertible Preference Share “) were issued by the Company to the Subscriber. Based on the initial conversion price of HK$0.17 per new ordinary share upon the exercise of the conversion rights attaching to each the Convertible Preference Share, a maximum number of 123,529,400 new ordinary shares shall be allotted and issued upon full exercise of the conversion rights attaching to the Convertible Preference Shares.

Convertible Bond

On 22 November 2018, pursuant to the Subscription Agreement, five-year unlisted convertible bond with nil interest rate in the principal amount of HK$29,699,876.20 (the “ Convertible Bond ”) was issued by the Company to the Subscriber. Based on the initial conversion price of HK$0.17 per new ordinary share upon the exercise of the conversion rights attaching to the Convertible Bond, a maximum number of 174,705,154 new ordinary shares shall be allotted and issued upon full exercise of the conversion rights attaching to the Convertible Bond.

Submitted by: Mr. Cheung Siu Leong

Title: Company Secretary

(Director, Secretary or other duly authorised officer)

Notes :

1. State the class of shares (e.g. ordinary, preference or other).

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.

3. “Identical” means in this context:

  • 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.

4. If there is insufficient space, please append the prescribed continuation sheet.

March 2019

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