Monthly Return of Equity Issuer on Movements in Securities

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

31/07/2020

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer

SJM Holdings Limited

Date Submitted

5 August 2020

I. Movements in Authorised Share Capital

1. Ordinary Shares

(1) Stock code :

00880

Description :

Ordinary shares

No. of ordinary

Par value

Authorised share

(State

capital

shares

currency)

(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 :

No. of ordinary

Par value

Authorised share

(State

capital

shares

currency)

(State currency)

Balance at close of preceding month

Increase/(decrease)

Balance at close of the month

- 1 -

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 currency) :

N/A

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

5,667,369,293

N/A

N/A

N/A

preceding month

Increase/ (decrease)

0

N/A

N/A

N/A

during the month

Balance at close of the

5,667,369,293

N/A

N/A

N/A

month

- 2 -

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

approval date

Movement during the month

thereto

thereto as at close of

(dd/mm/yyyy) and

the month

class of shares

Granted

Exercised

Cancelled

Lapsed

issuable

Share Option Scheme adopted on 13/05/2009 Ordinary shares (Note 1)

(i) Exercise price

(July 2009)

HK$2.82

N/A

Nil

Nil

Nil

Nil

  1. Exercise price (October 2009)

HK$4.48

N/A

Nil

Nil

Nil

Nil

  1. Exercise price (May 2010)

HK$5.11

N/A

Nil

Nil

Nil

Nil

  1. Exercise price (May 2010)

HK$5.03

N/A

Nil

Nil

Nil

Nil

  1. Exercise price (August 2010)

HK$7.48

N/A

Nil

Nil

Nil

Nil

  1. Exercise price (March 2011)

HK$12.496

N/A

Nil

Nil

Nil

Nil

  1. Exercise price (October 2013)

HK$22.00

N/A

Nil

Nil

100,000

Nil

  1. Exercise price (June 2015)

HK$9.826

N/A

Nil

Nil

30,000

Nil

  1. Exercise price (May 2016)

HK$4.89

N/A

Nil

Nil

Nil

Nil

  1. Exercise price (Jun 2017)

HK$8.33

N/A

Nil

Nil

Nil

Nil

  1. Exercise price (Jun 2018)

HK$10.26

N/A

Nil

Nil

Nil

Nil

Sub-total:

N/A

Nil

Nil

130,000

Nil

Nil (Remark a)

Nil (Remark b)

Nil (Remark c)

Nil (Remark d)

Nil (Remark e)

7,000,000 (Remark f)

36,728,000 (Remark g)

120,870,000 (Remark h)

3,000,000 (Remark i)

1,500,000 (Remark j)

3,000,000 (Remark k)

172,098,000

Total A.

(Ordinary shares)

Nil

(Preference shares)

N/A

(Other class)

N/A

Total funds raised during the month from exercise of

N/A

options (State currency)

- 3 -

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

No. of new

No. of new

shares of

shares of

issuer issued

issuer which

during the

may be issued

month

pursuant

Currency of Nominal value at

Exercised

Nominal value

pursuant

thereto as at

thereto

close of the

Description of warrants

nominal

close of

during the

at close of the

month

(Date of expiry - dd/mm/yyyy)

value

preceding month

month

month

1. 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)

(

/

/

)

(

/

/

)

(

/

/

)

(

/

/

)

Total B. (Ordinary shares)

N/A

(Preference shares)

N/A

(Other class)

N/A

- 4 -

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

No. of new

shares of

No. of new shares

issuer issued

of issuer which

during the

may be issued

Currency of

Amount at close

Converted

Amount

month

pursuant thereto

pursuant

as at close of the

amount

of preceding

during the

at close of

thereto

month

Class and description

outstanding

month

month

the month

1. 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)

( / /

)

Total C. (Ordinary shares)

N/A

(Preference shares)

N/A

(Other class)

N/A

- 5 -

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

Full particulars including EGM approval date (dd/mm/yyyy),

thereto

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)

N/A

Total D. (Ordinary shares)

(Preference shares)

N/A

(Other class)

N/A

- 6 -

Other Movements in Issued Share Capital

No. of new

No. of new

shares of

shares of

issuer issued

issuer which

during the

may be

month

issued

pursuant

pursuant

thereto

thereto as at

close of the

Type of Issue

month

Class of shares issuable

________

(Note 1)

1.

Rights issue

At price :

State

N/A

Issue and allotment

(

/

/

)

currency

date : (dd/mm/yyyy)

(

/

/

)

EGM approval date:

(dd/mm/yyyy)

Class of shares issuable

_______

(Note 1)

2.

Open offer

At price :

State

N/A

Issue and allotment

(

/

/

)

currency

date : (dd/mm/yyyy)

(

/

/

)

EGM approval date:

(dd/mm/yyyy)

Class of shares issuable

_______

(Note 1)

3.

Placing

At price :

State

N/A

Issue and allotment

(

/

/

)

currency

date : (dd/mm/yyyy)

(

/

/

)

EGM approval date:

(dd/mm/yyyy)

Class of shares issuable

_______

(Note 1)

4.

Bonus issue

N/A

Issue and allotment

(

/

/

)

date : (dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

- 7 -

No. of new

No. of new

shares of

shares of

issuer issued

issuer which

during the

may be

month

issued

pursuant

pursuant

thereto

thereto as at

close of the

Type of Issue

month

Class of shares issuable

________

(Note 1)

5.

Scrip dividend

At price :

State

N/A

Issue and allotment

(

/

/

)

currency

date : (dd/mm/yyyy)

(

/

/

)

EGM approval date:

(dd/mm/yyyy)

Class of shares

________

repurchased (Note 1)

6.

Repurchase of

N/A

Cancellation date :

(

/

/

)

shares

(dd/mm/yyyy)

(

/

/

)

EGM approval date:

(dd/mm/yyyy)

Class of shares

________

redeemed (Note 1)

7.

Redemption of

N/A

Redemption date :

(

/

/

)

shares

(dd/mm/yyyy)

(

/

/

)

EGM approval date:

(dd/mm/yyyy)

Class of shares issuable

________

(Note 1)

8.

Consideration issue

At price :

State

N/A

Issue and allotment

(

/

/

)

currency

date : (dd/mm/yyyy)

(

/

/

)

EGM approval date:

(dd/mm/yyyy)

- 8 -

No. of new

No. of new

shares of

shares of

issuer issued

issuer which

during the

may be

month

issued

pursuant

pursuant

thereto

thereto as at

close of the

Type of Issue

month

Class of shares issuable

________

(Note 1)

Issue and allotment

(

/

/

)

9.

Capital

N/A

date : (dd/mm/yyyy)

reorganisation

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

Class of shares issuable

________

(Note 1)

10.

Other

At price :

State

N/A

Issue and allotment

(

/

/

)

(Please specify)

currency

date : (dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

Total E. (Ordinary shares)

N/A

(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)

Nil

(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").)

- 9 -

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;
  2. 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;
  3. all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;
  4. all the securities of each class are in all respects identical (Note 3);
  5. 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;
  6. 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;
  7. 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
  8. 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.

- 10 -

Remarks (if any):

a. On 13 July 2009, SJM Holdings Limited (the "Issuer") granted share options to participants which entitled

them to subscribe for a total of 166,700,000 ordinary shares of the Issuer under the share option scheme.

The vesting period for all of the share options is six months from the date of grant, except the vesting period

for share options in respect of 30,000,000 shares is 1/3 vesting on 13 January 2010, then 1/3 vesting on each

of the first and second anniversaries of such date. During the period from date of grant to 31 January 2019,

the said 166,700,000 shares of the Issuer were issued and allotted.

b. On 7 October 2009, the Issuer granted share options to a participant which entitled him to subscribe for a

total of 1,200,000 ordinary shares of the Issuer under the share option scheme. The vesting period for

all of the share options is six months from the date of grant. The said 1,200,000 shares of the Issuer were

issued and allotted in June 2010.

  1. On 19 May 2010, the Issuer granted share options to a participant which entitled her to subscribe for a total of 1,500,000 ordinary shares of the Issuer under the share option scheme. The vesting period for all of the share options is six months from the date of grant. During the period from date of grant to 30 April 2015, the said 1,500,000 shares of the Issuer were issued and allotted.
  2. On 26 May 2010, the Issuer granted share options to certain participants which entitled them to subscribe for a total of 500,000 ordinary shares of the Issuer under the share option scheme. The vesting period for
    all of the share options is six months from the date of grant. During the period from date of grant to 30 November 2019, the said 500,000 shares of the Issuer were issued and allotted.
  3. On 31 August 2010, the Issuer granted share options to directors which entitled them to subscribe for
    a total of 5,000,000 ordinary shares of the Issuer under the share option scheme. The vesting period for all of the share options is six months from the date of grant. During the period from date of grant to 29 February 2020, the said 5,000,000 shares of the Issuer were issued and allotted.
  4. On 17 March 2011, the Issuer granted share options to directors which entitled them to subscribe for
    a total of 116,000,000 ordinary shares of the Issuer under the share option scheme. The vesting period for all of the share options is six months from the date of grant. During the period from date of grant to
    31 July 2020, an aggregate of 109,000,000 shares of the Issuer were issued and allotted and no options granted had been cancelled or lapsed under this batch of share options.
  5. On 8 October 2013, the Issuer granted share options to a director and certain participants which entitled them to subscribe for a total of 50,460,000 ordinary shares of the Issuer under the share option scheme. The vesting period for share options in respect of 47,460,000 shares is approximately 34% vesting on six months from the grant date, approximately 33% vesting on one year and six months from the grant date, and the remaining 33% vesting on two years and six months from the grant date. The vesting period for share options in respect of 3,000,000 shares is approximately 34% vesting on one year from the grant date, then approximately 16.5% vesting on two years, three years, four years and five years from the grant date respectively. During the period from date of grant to 31 July 2020, no shares of the Issuer were issued or allotted and no options
    granted had been cancelled, and an aggregate of 13,732,000 share options had been lapsed under this batch of share options.
    • 11 -
  1. On 15 June 2015, the Issuer granted share options to directors and certain participants which entitled them to subscribe for a total of 126,725,000 ordinary shares of the Issuer under the share option scheme. The vesting period for all of the share options is approximately 33.37% vesting on six months from the grant date, approximately 33.37% vesting on one year and six months from the grant date, and the remaining 33.26% vesting on two years and six months from the grant date. During the period from date of grant to
    31 July 2020, an aggregate of 290,000 shares of the Issuer were issued or allotted and no options
    granted had been cancelled, and an aggregate of 5,565,000 share options had been lapsed under this batch of share options.
  2. On 11 May 2016, the Issuer granted share options to a participant which entitled him to subscribe for a total of 3,000,000 ordinary shares of the Issuer under the share option scheme. The vesting period for all of the share options is approximately 33.34% vesting on six months from the grant date, approximately 33.33% vesting on one year and six months from the grant date, and the remaining 33.33% vesting on two years and six months from the grant date. During the period from date of grant to 31 July 2020, no shares of the Issuer were issued or allotted and no options granted had been cancelled or lapsed under this batch of share options.
  3. On 22 June 2017, the Issuer granted share options to a director which entitled her to subscribe for a total of 3,000,000 ordinary shares of the Issuer under the share option scheme. The vesting period for all of the share options is approximately 33.34% vesting on six months from the grant date, approximately 33.33% vesting on one year and six months from the grant date, and the remaining 33.33% vesting on two years and six months from the grant date. During the period from date of grant to 31 July 2020, an aggregate of 1,500,000 shares of the Issuer were issued or allotted and no options granted had been cancelled or lapsed under this batch of share options.
  4. On 21 June 2018, the Issuer granted share options to a director which entitled her to subscribe for a total of 3,000,000 ordinary shares of the Issuer under the share option scheme. The vesting period for all of the share options is approximately 33.34% vesting on six months from the grant date, approximately 33.33% vesting on one year and six months from the grant date, and the remaining 33.33% vesting on two years and six months from the grant date. During the period from date of grant to 31 July 2020, no shares of the Issuer were issued or allotted and no options granted had been cancelled or lapsed under this batch of share options.

Submitted by:

Kwok Shuk Chong

Title:

Company Secretary

(Director, Secretary or other duly authorised officer)

- 12 -

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.

- 13 -

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SJM Holdings Ltd. published this content on 05 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 August 2020 09:16:06 UTC