Monthly Return of Equity Issuer on Movements in Securities For the ended : 31/03/2019 To : Hong Kong Exchanges and Clearing Limited Name of Issuer Date Submitted 02/04/2019 Pan Asia Environmental Protection Group Limited I. Movements in Authorised Share Capital 1. Ordinary Shares (1) Stock code : 00556 Description : PAN ASIA ENVIRO No. of ordinary Par value (HK$) Authorised share capital (HK$) Balance at close of preceding 4,000,000,000 0.10 400,000,000.00 Increase/(decrease) NIL NIL Balance at 4,000,000,000 0.10 400,000,000.00 (2) Stock code : Description : No. of ordinary Par value ( ) Authorised share capital ( ) Balance at close of preceding Increase/(decrease) Balance at (556) Page 1 of 11
2. Preference Shares Stock code : Description : No. of preference Par value ( ) Authorised share capital ( ) Balance at close of preceding Increase/(decrease) Balance at 3. Other Classes of Shares Stock code : Description : No. of other classes of Par value ( ) Authorised share capital ( ) Balance at close of preceding Increase/(decrease) Balance at Total authorised share capital at the end of the ( ) : HK$400,000,000.00 (556) Page 2 of 11
II. Movements in Issued Share Capital No. of ordinary (1) (2) No of preference No. of other classes of Balance at close of preceding 840,000,000 Increase/ (decrease) NIL Balance at close of the 840,000,000 III. Details of Movements in Issued Share Capital Share Options (under Share Option Schemes of the Issuer) Particulars of share option scheme including EGM Movement approval date and class of of issuer during the of issuer which may be as at close of the issuable Granted Exercised Cancelled Lapsed 1.Share Option Scheme adopted on 01/12/2007 Exercise Price: HK$0.83 Ordinary NIL NIL NIL NIL NIL 32,500,000 (Note 1) 2. (Note 1) 3. (Note 1) Total funds raised from exercise of options ( ) Total A. (Ordinary ) NIL (Preference ) (Other class) NIL (556) Page 3 of 11
Warrants to Issue Shares of the Issuer which are to be Listed Description of warrants (Date of expiry - dd/mm/yyyy) 1. Currency of nominal value Nominal value at close of preceding Exercised Nominal value at of issuer of issuer which may be as at Class of 2. Class of 3. Class of 4. Class of Total B. (Ordinary ) (Preference ) (Other class) (556) Page 4 of 11
Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed) Class and description 1. Convertibles Bonds (see remarks*) Currency of amount outstanding Amount at close of preceding Converted Amount at of issuer of issuer which may be as at 2. Class of HK$ NIL NIL NIL NIL NIL Ordinary Shares HK$2.00 per Conversion Share (subject to adjustment) ) TBC 3. Class of 4. Class of Class of Total C. (Ordinary ) NIL (Preference ) (Other class) (556) Page 5 of 11
Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including Options (other than under Share Option Schemes) of issuer Full particulars including, if applicable, and class of issuable: 1. of issuer which may be as at close of the 2. (Note 1) 3. (Note 1) (Note 1) Total D. (Ordinary ) (Preference ) (Other class) (556) Page 6 of 11
Other Movements in Issued Share Capital Type of Issue of issuer of issuer which may be as at Class of 1. Rights issue At price : : Class of 2. Open offer At price : : Class of 3. Placing At price : : Class of 4. Bonus issue : (556) Page 7 of 11
Type of Issue of issuer of issuer which may be as at Class of 5. Scrip dividend At price : : Class of repurchased (Note 1) 6. Repurchase of Cancellation date : : Class of redeemed (Note 1) 7. Redemption of Redemption date : : Class of 8. Consideration issue At price : : (556) Page 8 of 11
Type of Issue of issuer of issuer which may be as at Class of 9. Capital reorganisation : 10. Other (Please specify) At price : Class of : Total E. (Ordinary ) (Preference ) (Other class) Total increase / (decrease) in ordinary (i.e. Total of A to E): (1) Total increase / (decrease) in preference (i.e. Total of A to E): (2) Total increase / (decrease) in other classes of (i.e. Total of A to E): (These figures should be the same as the relevant figures under II above ( Movements in Issued Share Capital ).) (556) Page 9 of 11
IV. Confirmations We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities by the issuer as set out in Part III which has not been previously disclosed in a return published under rule 13.25A, it has been duly authorized by the board of directors of the listed issuer and, insofar as applicable: (Note 2) (i) (ii) (iii) all money due to the listed issuer in respect of the issue of securities has been received by it; all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under Qualifications of listing have been fulfilled; 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); (v) (vi) (vii) (viii) 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; 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; 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 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): * Proposed issue of Convertible Bonds in the principal amount of HK$240,000,000 (subject to adjustment) at the Conversion Price of HK$2.00 per Conversion Share to the Acquisition Agreement dated 7 November 2018. For details, please refer to the announcement dated 30 January 2019. : TBC Submitted by: Wan San Fai, Vincent Title: Company secretary (Director, Secretary or other duly authorised officer) (556) Page 10 of 11
Notes : 1. the class of (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 13.25A in relation to the securities, 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. (556) Page 11 of 11