XML 52 R31.htm IDEA: XBRL DOCUMENT

NOTE 25. ISSUED CAPITAL

12 Months Ended

Dec. 31, 2021

NOTE 25. ISSUED CAPITAL

NOTE 25. ISSUED CAPITAL

(a) Share Capital

December 31, 2021

December 31, 2020

December 31, 2019

Number of shares

Ordinary Shares fully paid

9,329,420

48,144,406

6,513,671

32,089,997

3,377,386

18,902,029

(b) Movements in ordinary share capital

	Number of Shares	A$

January 1, 2019	3,377,386	18,902,029
Issue of shares during the year 2019	-	-
December 31, 2019	3,377,386	18,902,029
Issue of shares for cash	1,643,406	7,121,283
Issue of shares for conversion of debt	988,408	4,122,562
Issue of shares for services	4,471	23,249
Issue of shares for acquisition of shares in subsidiary companies	500,000	2,060,000
Legal expenses in respect of issuance of shares	-	(139,126)
December 31, 2020	6,513,671	32,089,997
Issue of shares for services	20,512	97,282
Issue of shares for cash	2,795,237	16,019,301
Legal expenses in respect of issuance of shares	-	(62,174)
December 31, 2021	9,329,420	48,144,406

(b) Movements in ordinary share capital

There is only one class of share on issue being ordinary fully paid shares. Holders of ordinary shares are treated equally in all respects regarding voting rights and with respect to the participation in dividends and in the distribution of surplus assets upon a winding up. The fully paid ordinary shares have no par value.

During the year 2020, the details of shares movements are as below:

Issue of shares for cash

On February 24, 2020, the Company issued 158,730 shares at a share price of US$6.30 per share for a total subscription amount of US$1,000,000 (or about A$1,514,284). The proceeds from this sale of shares were used for repaying debts and working capital in the Company.

On May 12, 2020, the Company issued 126,984 shares as a result of the exercise of the warrants referred to (d) below.

On September 15, 2020, the Company issued 450,000 shares at a share price of US$3.00 per share for a total subscription amount of US$1,350,000 (or about A$1,845,000). The proceeds from this sale of shares were used for the Company's operations and working capital.

On December 2, 2020, the Company issued 600,000 shares at a share price of US$3.00 per share for a total subscription amount of US$1,800,000 (or about A$2,442,000). The proceeds from this sale of shares are intended to be used for working capital purposes and development of existing and new business.

On December 21, 2020, the Company issued 307,692 shares at a share price of US$3.25 per share for a total subscription amount of US$1,000,000 (or about A$1,319,999). The proceeds from this sale of shares were intended to be used for the new product design for the filter business.

NOTE 25. ISSUED CAPITAL (Continued)

Issue of shares on conversion of debt

On July 25, 2020, the Company issued 700,000 shares at a share price of US$3.00 per share for payment of debt in total of HK$16,380,000 (equivalent to about US$2,100,000 or about A$2,940,000).

On October 6, 2020, the Company issued 241,667 shares at a share price of US$3.90 per share for payment of debt in total of HK$5,655,000 (equivalent to about A$1,007,751).

On October 6, 2020, the Company issued 46,741 shares for US$125,852 (equivalent to about A$174,811) in interest payment on the Convertible Notes.

Issue of shares for services

On September 15, 2020, the Company issued 4,471 shares at a share price of US$3.81 per share for a total payment of US$17,035 (equivalent to about A$23,249) to a consultancy company for technical support services.

Issue of shares for acquisition of subsidiary company

On September 17, 2020, the Company issued a total of 500,000 shares at a price of US$3.00 per share for a total payment of US$1,500,000 (equivalent to about A$2,060,000) for the acquisition of 51% equity interest in Sunup Holdings Limited.

During the year 2021, the details of shares movements are as below:

Issue of shares for services

On February 2, 2021, the Company issued 17,744 ordinary shares at a share price of US$3.6125 per share for a total of US$64,100 (or about A$84,106) to employees for performance remuneration.

On February 5, 2021, the Company issued 2,768 ordinary shares at a share price of US$3.6125 per share for a total of US$10,000 (or about A$13,176) to a consultant for provision of accounting and administrative services.

Issue of shares for cash

On February 22, 2021, the Company entered into a Securities Purchase Agreement for the sale of 625,000 shares of the Company to an investor at a price of US$4.00 per share for US$2,500,000 (approximately A$3,162,500). The Company intends to use the net cash proceeds for working capital and development of existing and new businesses.

On March 4, 2021, the Company entered into subscription agreements in a private placement with twelve investors outside the United States to subscribe a total of 573,350 shares in the Company at a price of US$4.00 per share for a total of US$2,293,400 (approximately A$2,964,220). The Company intends to use the net cash proceeds for building out manufacturing infrastructure and working capital.

On March 23, 2021, the Company entered into a Securities Purchase Agreement for the sale of 708,000 shares of the Company at a price of US$6.50 per share for US$4,602,000 (approximately A$6,046,320) generating net cash proceeds of approximately US$4,577,000 (approximately A$6,013,000) after deducting estimated expenses in connection with the offering. The Company intends to use the net cash proceeds for developing its current businesses, corporate expenditures and general corporate purposes.

On July 6, 2021, the Company entered into three Securities Purchase Agreements for the total sale of 888,887 ordinary shares of the Company at a price of US$3.15 per share for a total net cash proceeds of approximately US$2,765,000 (approximately A$3,846,261) after deducting estimated expenses in connection with the offering. The Company intends to use the net cash proceeds for the purchase of equipment for the Company's electronic glass business and working capital.

Subsequent to the year end to the date of this report, the details of shares movement are as below:

On January 3, 2022, the Company issued a US$10 million convertible note and warrants to subscribe another US$8 million as described in Note 25(d) below. In January 2022 all the convertible notes were converted into a total of 3,205,128 shares in the Company. As of the date of this report, the warrants remain outstanding. Further details of the warrants are set out in (d) below.

On January 19, 2022, the Company issued 664,871 ordinary shares as a result of the conversion of convertible promissory note of HK$14 million as set out in (c) below.

In March 2022, the Company announced the Board approved a share placement of up to US$20 million. The Company has since March 2022 to the date of this Report raised a total of US$6.7 million by selling 1,489,010 of our ordinary shares in the Company.

On April 13, 2022, the Company issued 507,692 ordinary shares as a result of the conversion of convertible promissory note of US$1.65 million as set out in (c) below.

NOTE 25. ISSUED CAPITAL (Continued)

During the year 2020, the details of convertible notes movements are as below:-

On January 20, 2020, the Company entered into a Convertible Note Purchase Agreement for an investor to purchase from the Company a 10% convertible promissory note ("the Note") in the principal amount of HK$14 million (or about A$2.6million or about US$1.8million) maturing in two (2) years from the date of the agreement. During the year the Company paid a total of US$125,852 (or equivalent to about A$174,811) in interest by issuance of 46,741 shares in the Company. Subsequent to the balance sheet date, on January 19, 2022 the noteholder converted the Note into a total of 664,871 shares in the Company.

On August 6, 2020, the Company entered into a convertible note purchase agreement for Nextglass Technologies Corp. to purchase from the Company a convertible promissory note (the "NGT Note") in the principal amount of USD1,650,000 maturing in two (2) years from the date of the agreement. The NGT Note is interest free, non-secured, and each of the Company and noteholder has the right to convert the NGT Note into shares in the Company at a price of US$3.00 per share, subject to adjustment, over the term of the NGT Note. Subsequent to the balance sheet date, the noteholder has converted the NGT Note into 507,692 shares in the Company.

(d) Warrants

On February 20, 2020, the Company entered into a Securities Purchase Agreement for the sale of 158,730 ordinary shares of the Company and warrants ("Warrants") to purchase up to 126,984 ordinary shares. The Warrants were exercisable for the period of 12 months from the date of issuance, at an exercise price of US$10.50 per share. If the volume weighted average price ("VWAP") of the Company's ordinary shares on the trading day immediately prior to the exercise date is less than US$10.50, then the Warrants may be exercised at such time by means of a cashless exercise where each Warrant exercised would receive one share without any cash payment to the Company. On May 12, 2020, all the Warrants were exercised by means of a cashless exercise.

On January 3, 2022 in connection with the sale of the convertible note and warrants to purchase up to 2,139,032 shares raising an additional US$8 million if all the warrants are exercised. The warrants are for a term of 2 years from the date of the convertible notes and can be exercised at US$3.74 for each share. Under the warrant agreement, the warrant holder cannot exercise the warrant to subscribe for shares in the Company if such exercise would take the warrant holder over 4.99% shareholding in the Company. The Company intends to use the net cash proceeds for supporting the acquisition and building out of manufacturing infrastructure and working capital of the Company.

(e) Options

The Company has no share options outstanding at the date of our Annual Report.

2020 Employee Share Option Plan

In August 2020, an Employee Share Option Plan ("2020 ESOP") was approved and established by the board. The 2020 ESOP is available to employee, consultants and eligible persons (as the case may be) of the Company as the board may in its discretion determine. The total number of the shares which may be offered by the Company under the 2020 ESOP shall not at any time exceed 5% of the Company's total issued shares when aggregated with the number of shares issued or that may be issued as a result of offers made at any time during the previous 3-year period. The shares are to be issued at a price determined by the board. The options are to be issued for no consideration. The exercise price, duration and other relevant terms of an option is to be determined by the board at its sole discretion.

In September 2020, the Company, subject to shareholders" approval, granted options to subscribe up to 261,000 ordinary shares for employees, directors and consultants under the 2020 ESOP. This term of the option is two years and have vesting period of the option holder over a two year vesting period. The exercise prices will range from US$3.50 to US$3.70 per share. Each option when exercised will entitle the option holder to one ordinary share in the Company. Options will be able to be exercisable on or before an expiry date, will not carry any voting or dividend rights and will not be transferable except on death of the option holder. In September 2021 these options and the 2020 ESOP were cancelled by the Board.

2021 Employee Share Option Plan

In December 2021, the Company approved a new Employee Share Option Plan ("2021 ESOP"). The 2021 ESOP is available to employee, consultants, and eligible persons (as the case may be) of the Company as the board may in its discretion determine.