Monthly Return of Equity Issuer on Movements in Securities

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

31/12/2013

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer

Timeless Software Limited

Date Submitted

03/01/2014

I. Movements in Authorised Share Capital

1. Ordinary Shares

(1) Stock code :

8028

Description :

Ordinary Shares

No. of ordinary shares

Par value

(State currency)

Authorised share capital

(State currency)

Balance at close of preceding month

5,000,000,000

HK$0.05

HK$250,000,000

Increase/(decrease)

0

0

Balance at close of the month

5,000,000,000

HK$0.05

HK$250,000,000

(2) Stock code :

Description :

No. of ordinary shares

Par value

(State currency)

Authorised share capital

(State currency)

Balance at close of preceding month

Increase/(decrease)

Balance at close of the month


2. Preference Shares

Stock code :

Description :

No. of preference shares

Par value

(State currency)

Authorised share capital

(State currency)

Balance at close of preceding month

Increase/(decrease)

Balance at close of the month

3. Other Classes of Shares

Stock code :

Description :

No. of other classes of shares

Par value

(State currency)

Authorised share capital

(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) :

HK$250,000,000


 II. Movements in Issued Share Capital

No. of ordinary shares

No of preference shares

No. of other classes of shares

(1)

(2)

Balance at close of preceding month

1,609,051,503

Increase/ (decrease) during the month

4,900,000

Balance at close of the month

1,613,951,503

III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer)

Particulars of share option scheme

including EGM approval date

(dd/mm/yyyy) and class of shares issuable

Movement during 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

Granted

Exercised

Cancelled

Lapsed

1. 2003 share

option

scheme

( 28/04/2003 )

ordinary shares

0

(1,200,000)Note 1

0

(7,900,000)

900,000 Note 1

86,498,000

(Note 1)

2. 2013 share

option

scheme

( 25/09/2013 )

ordinary shares

0

(7,000,000) Note 2

0

0

4,000,000Note 2

156,820,150

(Note 1)

3.

( / / )

shares

(Note 1)

Total A. (Ordinary shares)

4,900,000

(Preference shares)

0

(Other class)

0

Total funds raised during the month from exercise of options (State currency)

HK$1,174,220

Note 1 : 1,200,000 shares exercised during the month, but only 900,000 shares allotted.

Note 2 : 7,000,000 shares exercised during the month, but only 4,000,000 shares allotted.

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

Description of warrants

(Date of expiry - dd/mm/yyyy)

Currency of nominal value

Nominal value at close of preceding 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

1.



( / / )

Stock code (if listed)

Class of shares issuable (Note 1)

Subscription price

EGM approval date

(if applicable)

(dd/mm/yyyy)

( / / )

2.


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

Class and description

Currency of amount outstanding

Amount at close of preceding month

Converted during 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.



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)

( / / )

Total C. (Ordinary shares)

(Preference shares)

(Other class)

Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including Options (other than under Share Option Schemes)

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

if applicable, and class of shares issuable:

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.

( / / )

shares (Note 1)

2.

( / / )

shares (Note 1)

3.

( / / )

shares (Note 1)

Total D. (Ordinary shares)

(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

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)

________

( / / )

( / / )

Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E): (1)

4,900,000

(2)

0

Total increase / (decrease) in preference shares during the month (i.e. Total of A to E):

0

Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to E):

0

(These figures should be the same as the relevant figures under II above ("Movements in Issued Share Capital").)


Remarks (if any):

Submitted by: Leung WaiSze

Title: 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.

distributed by