For Main Board and GEM listed issuers

Monthly Return of Equity Issuer on Movements in Securities For the month ended (dd/mm/yyyy) : 31 October 2013

To : Hong Kong Exchanges and Clearing Limited
Name of Issuer NagaCorp Ltd. Date Submitted 1 November 2013
I. Movements in Authorised Share Capital

1. Ordinary Shares
(1) Stock code : 3918 Description : Ordinary Shares
No. of ordinary shares
Par value

(US$)

Authorised share capital (US$)

Balance at close of preceding month 8,000,000,000 0.0125 100,000,000.00

Increase/(decrease) Nil Nil

Balance at close of the month 8,000,000,000 0.0125 100,000,000.00

(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

For Main Board and GEM listed issuers

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 (US$) : 100,000,000.00

II. Movements in Issued Share Capital

For Main Board and GEM listed issuers

No. of ordinary shares No. of preference
No. of other classes
(1) (2)
shares
shares
Balance at close of
preceding month 2,282,078,875 N/A N/A N/A
Increase/ (decrease)
during the month Nil Nil Nil Nil
Balance at close of the
month 2,282,078,875 N/A N/A N/A
III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer) (Not Applicable)

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.

( / / )

shares

(Note 1)

2.

( / / )

shares

(Note 1)

3.

( / / )

shares

(Note 1)

Total A. (Ordinary shares) (Preference shares) (Other class)

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

1.

( / / )

shares

(Note 1)

2.

( / / )

shares

(Note 1)

3.

( / / )

shares

(Note 1)

Total A. (Ordinary shares) (Preference shares) (Other class)

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

1.

( / / )

shares

(Note 1)

2.

( / / )

shares

(Note 1)

3.

( / / )

shares

(Note 1)

Total A. (Ordinary shares) (Preference shares) (Other class)

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

1.

( / / )

shares

(Note 1)

2.

( / / )

shares

(Note 1)

3.

( / / )

shares

(Note 1)

Total A. (Ordinary shares) (Preference shares) (Other class)

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



Warrants to Issue Shares of the Issuer which are to be Listed (Not Applicable)

For Main Board and GEM listed issuers

No. of new No. of new shares of shares of

issuer issued issuer which during the may be issued

month pursuant

pursuant thereto as at

Currency of Nominal value at Exercised Nominal value 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.

( / / )

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 B. (Ordinary shares) (Preference shares) (Other class)

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 B. (Ordinary shares) (Preference shares) (Other class)

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 B. (Ordinary shares) (Preference shares) (Other class)

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 B. (Ordinary shares) (Preference shares) (Other class)

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 B. (Ordinary shares) (Preference shares) (Other class)

For Main Board and GEM listed issuers



Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed) (Not Applicable)

No. of new No. of new shares of shares of

issuer issued issuer which during the may be issued

month pursuant

pursuant thereto as at

Currency of Amount at close Converted Amount at thereto close of the amount of preceding during the close of the month

Class and description outstanding month month 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)

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)

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)

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)

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)

For Main Board and GEM listed issuers

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 No. of new shares of issuer issued during issuer which may be the month pursuant issued pursuant thereto

thereto as at close of the month

1.

2.

3.

On 13 June 2011, the Company entered into a Share Purchase

Agreement with Tan Sri Dr. Chen Lip Keong to acquire the TanSriChen Inc. ("TSC Inc.") and Tan Sri Chen (CityWalk) Inc. ("City Walk Inc.") (companies that are in the process of developing hotel, entertainment, retail and tourist garden facilities in Phnom Penh, Cambodia, adjacent to the Company's existing operations).

The agreed consideration for the transaction is US$369,000,000, divided as to US$275,000,000 for TSC Inc. and US$94,000,000 for City Walk Inc. The consideration will be settled, at the option of Dr. Chen, in the form of consideration shares (being new ordinary shares of the Company), to be allotted and issued at a price of HK$1.8376 per consideration share; or in the form of convertible bonds issued by the Company and convertible at the option of the bondholder into conversion shares (being new ordinary shares in the Company), also to be allotted and issued at a conversion price of HK$1.8376 per conversion share; or through a combination of consideration shares and convertible bonds, to an aggregate value of US$369,000,000. Thus, the total number of new ordinary shares of the Company that stand to be allotted and issued as consideration shares or on exercise of the convertible bonds is

1,566,282,107 shares.

The shares and/or convertible bonds themselves will not be issued until the respective completion applicable to each of the target companies. The deadline for the fulfillment of the conditions precedent in respect of the purchases of each target company is 12

June 2016.

The transaction (including as regards the proposed allotment of new ordinary shares by the Company - as consideration shares and/or conversion shares) was approved by the independent shareholders at the Extraordinary General Meeting held on 30

January 2012.

Please refer to the Company's announcements dated 13 June 2011,

22 June 2011, 19 August 2011, 4 October 2011, 26 October 2011,

17 November 2011, 28 December 2011, 30 January 2012 and

Circular dated 30 December 2011 for more details.

Nil

1,566,282,107

1.

2.

3.

( / / )

Nil

1,566,282,107

1.

2.

3.

Ordinary Shares (Note 1)

Nil

1,566,282,107

1.

2.

3.

1.

2.

3.

1.

2.

3.

1.

2.

3.

( / / )

1.

2.

3.

shares (Note 1)

1.

2.

3.

1.

2.

3.

1.

2.

3.

1.

2.

3.

( / / )

1.

2.

3.

shares (Note 1)

1.

2.

3.

1.

2.

3.

Total D. (Ordinary shares)

1.

2.

3.

(Preference shares)

1.

2.

3.

(Other class)

1.

2.

3.

(Other class)

For Main Board and GEM listed issuers

Other Movements in Issued Share Capital

No. of new shares No. of new

of issuer issued shares of

during the month issuer

pursuant thereto which may

be issued

pursuant

thereto as

at close of

Type of Issue the month

Class of shares issuable

(Note 1)

1. Rights issue At price : State Issue and allotment ( / / )

currency date : (dd/mm/yyyy)

EGM approval date: ( / / ) (dd/mm/yyyy)

Nil

Nil

Class of shares issuable

(Note 1)

1. Rights issue At price : State Issue and allotment ( / / )

currency date : (dd/mm/yyyy)

EGM approval date: ( / / ) (dd/mm/yyyy)

Nil

Class of shares issuable

(Note 1)

2. Open offer At price : State Issue and allotment ( / / )

currency date : (dd/mm/yyyy)

EGM approval date: ( / / ) (dd/mm/yyyy)

Nil

Nil

Class of shares issuable

(Note 1)

2. Open offer At price : State Issue and allotment ( / / )

currency date : (dd/mm/yyyy)

EGM approval date: ( / / ) (dd/mm/yyyy)

Nil

Class of shares issuable

(Note 1)

3. Placing At price : State Issue and allotment ( / / )

currency date : (dd/mm/yyyy)

EGM approval date: ( / / )

(dd/mm/yyyy)

Nil

Nil

Class of shares issuable

(Note 1)

3. Placing At price : State Issue and allotment ( / / )

currency date : (dd/mm/yyyy)

EGM approval date: ( / / )

(dd/mm/yyyy)

Nil

Class of shares issuable

(Note 1)

4. Bonus issue Issue and allotment ( / / )

date : (dd/mm/yyyy)

EGM approval date: ( / / ) (dd/mm/yyyy)

Nil

Nil

Class of shares issuable

(Note 1)

4. Bonus issue Issue and allotment ( / / )

date : (dd/mm/yyyy)

EGM approval date: ( / / ) (dd/mm/yyyy)

Nil


For Main Board and GEM listed issuers

No. of new shares No. of new

of issuer issued shares of

during the month issuer

pursuant thereto which may

be issued

pursuant

thereto as

at close of

Type of Issue the month

Class of shares issuable

(Note 1)

5. Scrip dividend At price : State Issue and allotment ( / / )

currency date : (dd/mm/yyyy)

EGM approval date: ( / / ) (dd/mm/yyyy)

Nil

Nil

Class of shares issuable

(Note 1)

5. Scrip dividend At price : State Issue and allotment ( / / )

currency date : (dd/mm/yyyy)

EGM approval date: ( / / ) (dd/mm/yyyy)

Nil

Class of shares

repurchased (Note 1)

6. Repurchase of Cancellation date : ( / / )

shares (dd/mm/yyyy)

EGM approval date: ( / / ) (dd/mm/yyyy)

Nil

Nil

Class of shares

repurchased (Note 1)

6. Repurchase of Cancellation date : ( / / )

shares (dd/mm/yyyy)

EGM approval date: ( / / ) (dd/mm/yyyy)

Nil

Class of shares

redeemed (Note 1)

7. Redemption of Redemption date : ( / / )

shares (dd/mm/yyyy)

EGM approval date: ( / / ) (dd/mm/yyyy)

Nil

Nil

Class of shares

redeemed (Note 1)

7. Redemption of Redemption date : ( / / )

shares (dd/mm/yyyy)

EGM approval date: ( / / ) (dd/mm/yyyy)

Nil

Class of shares issuable

(Note 1)

8. Consideration issue At price : State Issue and allotment ( / / )

currency date : (dd/mm/yyyy)

EGM approval date: ( / / ) (dd/mm/yyyy)

Nil

Nil

Class of shares issuable

(Note 1)

8. Consideration issue At price : State Issue and allotment ( / / )

currency date : (dd/mm/yyyy)

EGM approval date: ( / / ) (dd/mm/yyyy)

Nil



For Main Board and GEM listed issuers

No. of new shares No. of new

of issuer issued shares of

during the month issuer

pursuant thereto which may

be issued

pursuant

thereto as

at close of

Type of Issue the month

Class of shares issuable

(Note 1)

9. Capital Issue and allotment ( / / )

reorganisation date : (dd/mm/yyyy)

EGM approval date: ( / / ) (dd/mm/yyyy)

Nil

Nil

Class of shares issuable

(Note 1)

9. Capital Issue and allotment ( / / )

reorganisation date : (dd/mm/yyyy)

EGM approval date: ( / / ) (dd/mm/yyyy)

Nil

Class of shares issuable

(Note 1)

10. Other State

(Please specify) At price : currency Issue and allotment ( / / )

date : (dd/mm/yyyy)

EGM approval date: ( / / )

(dd/mm/yyyy) Nil

Nil

Class of shares issuable

(Note 1)

10. Other State

(Please specify) At price : currency Issue and allotment ( / / )

date : (dd/mm/yyyy)

EGM approval date: ( / / )

(dd/mm/yyyy) Nil

Total E. (Ordinary shares) Nil

(Preference shares) Nil

(Other class) Nil

Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E): (1) (2)

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

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

(These figures should be the same as the relevant figures under II above ("Movements in Issued Sh

Nil

Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E): (1) (2)

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

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

(These figures should be the same as the relevant figures under II above ("Movements in Issued Sh

N/A

Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E): (1) (2)

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

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

(These figures should be the same as the relevant figures under II above ("Movements in Issued Sh

N/A

Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E): (1) (2)

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

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

(These figures should be the same as the relevant figures under II above ("Movements in Issued Sh

N/A

Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E): (1) (2)

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

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

(These figures should be the same as the relevant figures under II above ("Movements in Issued Sh

are Capital").)

For Main Board and GEM listed issuers

Remarks (if any):

Submitted by: Lam Yi Lin

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