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Tomson Group Limited Capital/Financing Update 2017

Sep 1, 2017

49075_rns_2017-09-01_442c573f-d65f-4d5b-9c23-5869a03d3c50.pdf

Capital/Financing Update

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==> picture [104 x 57] intentionally omitted <==

Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 31/08/2017

To : Hong Kong Exchanges and Clearing Limited Name of Issuer China Agri-Products Exchange Limited Date Submitted 01/09/2017

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 : 149
Description :
No. of ordinary
shares
Balance at close of preceding month 30,000,000,000
Increase/(decrease)
0
Balance at close of the month
30,000,000,000		 Authorised share
capital
(HK$)
300,000,000
0
300,000,000
Par value
(HK$)
0.01
0.01
(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)

2. Preference Shares

Stock code : N/A Description : No. of Par value Authorised share 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 : 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 (HK$) : 300,000,000

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
No. of other
classes of shares
(1)
(2)
1,658,844,637
N/A
1,658,844,637		 N/A
N/A
N/A		 N/A
N/A
N/A		 N/A
N/A
N/A

III. Details of Movements in Issued Share Capital

Share Options (underShare OptionSchemes oftheIssuer) Share Options (underShare OptionSchemes oftheIssuer) Share Options (underShare OptionSchemes oftheIssuer) Share Options (underShare OptionSchemes oftheIssuer) Share Options (underShare OptionSchemes oftheIssuer) Share Options (underShare OptionSchemes oftheIssuer)
Particulars of
share option
scheme
including EGM
approval date
(dd/mm/yyyy) and
class of shares
issuable		 Movement during themonth 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. N/A
(/ /)
shares
(Note 1)
2.
(/ /)
shares
(Note 1)
3.
(/ /)
shares
(Note 1)
Total A. (Ordinary shares)
(Preference shares)
(Other class)
Total funds raised during the month from exercise
of options (State currency)
N/A		 N/A
N/A
N/A

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
Exercised
during the
month
Nominal value
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

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.
( / / )
( / / )
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)
( / / )

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

Class and description 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		 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. 7.5% ConvertibleNotes
due2021 issued on
19/10/2016
HK$ 301,800,000
0
301,800,000
Stock code (if listed)
0149
Class of shares
issuable_(Note 1)
Ordinary shares
Subscription price
HK$0.40
SGM approval date
(if applicable)
(dd/mm/yyyy)
(04/10/2016)
2.
Stock code (if listed)
Class of shares
issuable(Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
( / / )
3.
Stock code (if listed)
Class of shares
issuable(Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
( / / )
4.
Stock code (if listed)
Class of shares
issuable(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
( / / )
Total C. (Ordinary shares)
(Preference shares)
(Other class)		 HK$ 0149 301,800,000 0 301,800,000 0
0		 754,500,000
due2021 issued on
19/10/2016
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
SGM 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)
( / /
N/A
N/A

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 No. of new shares of of issuer issued issuer which may be issued pursuant during the month thereto as at close of pursuant thereto the month

Any other Agreements or Arrangements to Issue Shares of the Issuer
Options (other than under Share Option Schemes)		 Any other Agreements or Arrangements to Issue Shares of the Issuer
Options (other than under Share Option Schemes)		 which are to be Listed, including which are to be Listed, including
No. of new shares
of issuer issued
during the month
No. of new shares of
issuer which may be
issued pursuant
thrt t l f
Full particulars including EGM approval date (dd/mm/yyyy),
if applicable, and class of shares issuable:		 pursuant thereto
 eeo as a cose o
the month

1.
2.
3.
4 .
As disclosedinthe joint announcement ofthe Company,		 N/A
N/A
N/A
Easy OneFinancialGroupLimited,Wai Yuen TongMedicine
HoldingsLimited andWang OnGroupLimited dated26 July
2017(the“Joint Announcement”), subject to the
shareholders’ approvalat a specialgeneral meeting ofthe
Company (the“SGM”) to beheld ona date to be confirmed,
every 5issued ordinary shares of nominal value of HK$0.01
each intheissued share capitalofthe Companywillbe
consolidatedinto1 consolidated share of nominal value of
HK$0.05 and thenominal value ofall issued consolidated
shareswillbereducedfrom HK$0.05 eachtoHK$0.01each
(the“Adjusted Shares”) (the“Capital Reorganisation”).
(/ /)
shares_(Note 1)_
As disclosedinthe JointAnnouncement, subject to the
shareholders’ approvalat the SGM, the Capital
Reorganisationbecoming effective andfulfilment ofcertain
otherconditions, the Companywill raisefunds byway ofa
rightsissue (the“Rights Issue”). Pursuant to theRights
Issue, the Companywillallot andissuenotless than
2,322,382,489rights shares (the“Rights Shares”)
(assuming the conversion rights underthe convertible
redeemablenotesinanaggregate principal amount of
HK$360million issued by the Company on 19 October 2016
(“2016 Placing CN”) arenot exercised onorbefore the
record date (the“Record Date”, a date to be confirmed) and
notmore than 2,888,682,489 Rights Shares (assuming the
conversion rights underthe2016Placing CNarefully
exercised onorbefore theRecordDate) at the subscription
price of HK$0.45 per Rights Share, onthe basis ofseven
Adjusted Sharesforevery oneAdjusted Shareheld onthe
RecordDate.
(/ /)
shares (Note 1)
As disclosed in the Joint Announcement, the Company
entered into a notes placing agreement with Kingston
Securities Limited (“Kingston”) on 4 July 2017, pursuant to
which the Company has agreed, subject to the shareholders’
approval at the SGM and fulfilment of certain other
conditions, to issue and Kingston has agreed to procure
notes placees to subscribe for placing convertible notes at
the conversion price of HK$0.58 per conversion share for
a maximum aggregateprincipal amount of HK$260 million.
( / / )
shares_(Note 1)_
As disclosed in the Joint Announcement,the Company
E E E E N T E R
d
i
entered into a note subscription agreement with KeyHigh
Limited(“Key High”) on 4 July2017, pursuant to which the
d
Company has agreed, subject to the shareholders’ approval
h
S
G
M
and fulfilment of certain other conditions,to issue and Key
High has agreed to subscribe for convertible notes at the
conversion price of HK$0.58per conversion share for a
i
maximumprincipal amount of HK$140 million.
(/ /)
shares_(Note 1)_
Total D.(Ordinaryshares)
(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
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
( / / )
( / / )
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
( / / )
( / / )
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
( / / )
( / / )
4. Bonus issue Class
of
shares
issuable_(Note 1)_
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
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		 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
( / / )
( / / )
6. Repurchase of
shares		 Class
of
shares
repurchased_(Note 1)_
Cancellation date :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
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
( / / )
( / / )
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
( / / )
( / / )
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		 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

9. Capital
reorganisation		 Class
of
shares
issuable_(Note 1)_
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
N/A
( / / )
( / / )
10. Other
(Please specify) 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
( / / )
( / / )
Total E. (Ordinary
shares)
(Preference shares)
(Other class)		 N/A
N/A
N/A
Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E):
(1)
(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):
(These figures should be the same as the relevant figures under II above (“Movements in
Capital”).)		 0
N/A
N/A
N/A
Issued Share

Remarks (if any):

Submitted by: Cheung Chin Wa Angus

Title: Company Secretary (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.

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