Panda Green Energy : Monthly Return of Equity Issuer on Movements in Securities 29/02/2020

Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) :

29/02/2020

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer	Panda Green Energy Group Limited
Date Submitted	5 March 2020

I. Movements in Authorised Share Capital

1. Ordinary Shares

(1) Stock code :	686	Description :		N/A
						Par value	Authorised share
			No. of ordinary		(State	capital
			shares		currency)	(State currency)
Balance at close of preceding month	30,000,000,000		HK$0.10	HK$3,000,000,000
Increase/(decrease)		Nil					Nil
Balance at close of the month		30,000,000,000		HK$0.10		HK$3,000,000,000
(2) Stock code :	N/A	Description :
						Par value	Authorised share
			No. of ordinary		(State	capital
			shares		currency)	(State currency)

Balance at close of preceding month

Increase/(decrease)

Balance at close of the month

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2. Preference Shares

Stock code :

N/A

Description :

Par value

Authorised share

No. of 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 :

Par value

Authorised share

No. of other

(State

capital

classes of 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$3,000,000,000

currency) :

II. Movements in Issued Share Capital

No. of ordinary shares

No of preference

No. of other classes

(1)

(2)

shares

of shares

Balance at close of

preceding month

15,251,004,934

N/A

N/A

N/A

Increase / (decrease)

during the month

7,176,943,498

N/A

N/A

N/A

Balance at close of the

month

22,427,948,432

N/A

N/A

N/A

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III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer)

Particulars of share						No. of new shares of	No. of new shares of
	option scheme						issuer issued during	issuer which may be
	including EGM						the month pursuant	issued pursuant thereto
	approval date			Movement during the month		thereto	as at close of the month
(dd/mm/yyyy) and
	class of shares
	issuable		Granted	Exercised	Cancelled	Lapsed
	1. Share Option
	Scheme
	Subscription Price:
	HK$0.564
(19/06/2012)
	Ordinary shares		Nil	Nil	Nil	Nil	Nil	11,101,000

(Note 1)

2. Share Option

Scheme
Subscription Price:
HK$1.076
(19/06/2012)
Ordinary shares	Nil	Nil	Nil	Nil	Nil	213,500,000

(Note 1)

3. Share Option

Scheme
Subscription Price:
HK$1.132
(19/06/2012)
Ordinary shares	Nil	Nil	Nil	Nil	Nil	70,000,000

(Note 1) 4. N/A

( / / )

shares

(Note 1)

Total A.	(Ordinary shares)		Nil
		(Preference shares)		N/A
		(Other class)		N/A
Total funds raised during the month from exercise of
options (State currency)		N/A

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

No. of new

No. of new

shares of issuer

shares of

issued during

issuer which

the month

may be issued

pursuant thereto

pursuant

thereto as at

Currency

Nominal value at

Exercised

Nominal value at

close of the

Description of warrants

of nominal

close of

during the

close of the

month

(Date of expiry - dd/mm/yyyy)

value

preceding month

month

month

1.

Unlisted warrants

HK$

HK$

HK$

562,715,004.268

Nil

562,715,004.268

Nil

871,075,858

(20/03/2020)

Stock code (if listed)

N/A

Class of shares

issuable (Note 1)

Ordinary Shares

Subscription price

HK$0.646 per warrant share

(subject to adjustment)

SGM approval date

(if applicable)

(dd/mm/yyyy)

(28/11/2016)

2. N/A

(

/

/

)

Stock code (if listed)

Class of shares

issuable (Note 1)

Subscription price

SGM approval date

(if applicable)

(dd/mm/yyyy)

(

/

/

)

3.

N/A

(

/

/

)

Stock code (if listed)

Class of shares

issuable (Note 1)

Subscription price

SGM approval date

(if applicable)

(dd/mm/yyyy)

(

/

/

)

4.

N/A

(

/

/

)

Stock code (if listed)

Class of shares

issuable (Note 1)

Subscription price

SGM approval date

(if applicable)

(dd/mm/yyyy)

(

/

/

)

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

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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 issued

which may be

Currency of

Amount at close

Converted

during the

issued pursuant

month

thereto as at

amount

of preceding

during the

Amount at close

pursuant

close of the

Class and description

outstanding

month

month

of the month

thereto

month

1. N/A

Stock code (if listed) Class of shares issuable (Note 1)

Subscription price SGM approval date (if applicable) (dd/mm/yyyy)

2. N/A

Stock code (if listed) Class of shares issuable (Note 1)

Subscription price

SGM approval date (if applicable) (dd/mm/yyyy)

3. N/A

Stock code (if listed) Class of shares issuable (Note 1)

Subscription price SGM approval date (if applicable) (dd/mm/yyyy)

4. N/A

Stock code (if listed) Class of shares issuable (Note 1)

Subscription price SGM approval date (if applicable) (dd/mm/yyyy)

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

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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 of		No. of new shares of
					issuer issued during		issuer which may be
					the month pursuant	issued pursuant thereto
					thereto
Full particulars including EGM approval date (dd/mm/yyyy),				as at close of the month
if applicable, and class of shares issuable:
1.	N/A
	(	/	/	)
	shares (Note 1)
2.	N/A
	(	/	/	)
	shares (Note 1)
3.	N/A
	(	/	/	)
	shares (Note 1)
4.	N/A
	(	/	/	)
	shares (Note 1)
	Total D. (Ordinary shares)	N/A
	(Preference shares)	N/A
	(Other class)	N/A

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Other Movements in Issued Share Capital

No. of new

No. of new

shares of issuer

shares of issuer

issued during

which may be

the month

issued pursuant

pursuant thereto

thereto as at

close of the

month

Type of Issue

Class of shares issuable

N/A

(Note 1)

1.

Rights issue

At price :

State

Issue and allotment

(

/

/

)

currency

date : (dd/mm/yyyy)

(

/

/

)

EGM approval date:

(dd/mm/yyyy)

Class of shares issuable

N/A

(Note 1)

2.

Open offer

At price :

State

Issue and allotment

(

/

/

)

currency

date : (dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

Class of shares issuable

N/A

(Note 1)

3.

Placing

At price :

State

Issue and allotment

(

/

/

)

currency

date : (dd/mm/yyyy)

(

/

/

)

EGM approval date:

(dd/mm/yyyy)

Class of shares issuable

N/A

(Note 1)

4.

Bonus issue

Issue and allotment

(

/

/

)

date : (dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

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Other Movements in Issued Share Capital

No. of new

No. of new

shares of issuer

shares of

issued during

issuer which

the month

may be

pursuant thereto

issued

pursuant

thereto as at

close of the

Type of Issue

month

Class of shares issuable

N/A

(Note 1)

5.

Scrip dividend

At price :

State

Issue and allotment

(

/

/

)

currency

date : (dd/mm/yyyy)

(

/

/

)

EGM approval date:

(dd/mm/yyyy)

Class of shares

N/A

repurchased (Note 1)

6.

Repurchase of

Cancellation date :

(

/

/

)

shares

(dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

Class of shares

N/A

redeemed (Note 1)

7.

Redemption of

Redemption date :

(

/

/

)

shares

(dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

Class of shares issuable

N/A

(Note 1)

8.

Consideration issue

At price :

State

Issue and allotment

(

/

/

)

currency

date : (dd/mm/yyyy)

(

/

/

)

EGM approval date:

(dd/mm/yyyy)

Page 8 of 10

Other Movements in Issued Share Capital

No. of new

No. of new

shares of issuer

shares of

issued during

issuer which

the month

may be issued

pursuant thereto

pursuant

thereto as at

close of the

month

Type of Issue

Class of shares issuable

N/A

(Note 1)

9.

Capital

Issue and allotment date :

(

/

/

)

(dd/mm/yyyy)

reorganisation

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

Class of shares issuable

Ordinary

(Note 1)

Issue and allotment date : (18/02/2020)

(dd/mm/yyyy)

10.

Other

0.25

SGM approval date:

(under the

(Subscription of At price : HK$

(dd/mm/yyyy)

specific

per share

new shares)

mandate

granted to

the directors

at the SGM

held on 30

December

2019)

7,176,943,498

N/A

Total E. (Ordinary shares)

7,176,943,498

(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)

7,176,943,498

(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 13.25A, it has been duly authorized by the board of directors of the listed issuer and, insofar as applicable:

(Note 2)

1. all money due to the listed issuer in respect of the issue of securities has been received by it;

Page 9 of 10

1. 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;
2. all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;
3. all the securities of each class are in all respects identical (Note 3);
4. 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;
5. 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;
6. 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
7. 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: Mr. Zhang Ping

Title:	Chairman and Executive Director
	(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 13.25A 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.

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