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Form Serial Number: |
CS20240422E00307 |
| 1.
Date of relevant event: |
22/04/2024
(dd/mm/yyyy)
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| 2.
Date when the substantial shareholder becomes aware of the relevant event / interest in the shares (if later): |
(dd/mm/yyyy)
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| 3.
Stock code: |
02382 |
| 4.
Name of listed corporation: |
Sunny Optical Technology (Group) Co. Ltd. |
| 5.
Class of shares: |
Ordinary Shares |
| 6.
Number of issued shares in class: |
1,096,774,800 |
| 7.
Name of substantial shareholder: |
TMF Trust (HK) Limited |
| 8.
Registered office: |
31/F., Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong |
| 9.
Principal place of business in Hong Kong: |
31/F., Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong |
| 15.
Exchange on which listed: |
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| 16.
Name of listed parent and exchange on which parent is listed: |
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| 17.
Details of relevant event: |
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Brief description of relevant event
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Capacity in which shares were/are held
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Number of shares bought/sold or involved |
Currency of transaction |
On Exchange
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Off Exchange
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| Before relevant event
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After relevant event
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Highest price (per share)
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Average price (per share)
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Average consideration (per share)
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Nature of consideration
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Long position |
| 1311 | There has been a change in nature of your interest in the shares because:
you have delivered the shares to a person who had agreed to borrow them |
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44,568,861 |
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| Short position |
| 1403 | You came to have a short position of 1% or more in the shares, or the percentage level of your short position in such shares increased because:
any other event (you must briefly describe the relevant event in the Supplementary Information box) |
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44,568,861 |
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| 18.
Total shares immediately before the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 389,091,927 | 35.48 |
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| 19.
Total shares immediately after the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 389,091,927 | 35.48 |
| Short position | 44,568,861 | 4.06 |
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| 20.
Capacity in which interests disclosed in Box 19 are held: |
| Capacity code | Number of shares |
| | Long position | 389,091,927 | | Short position | 44,568,861 |
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| 21.
Further information in respect of derivative interests: |
| Derivatives code | Number of shares |
| 4105 | Unlisted derivatives - Physically settled |
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| 4108 | Unlisted derivatives - Other (you must describe the category of derivatives in the Supplementary Information box) |
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| 22.
Further information in relation to interests of corporations controlled by substantial shareholder: |
| Name of controlled corporation | Address and place of incorporation | Name of controlling person | % control | Direct interest (Y/N) | Number of shares |
| Sun Ji Limited | Unit 2304-5, 23/F., Henley Building, 5 Queen's Road Central, Hong Kong (Place of incorporation: British Virgin Islands) | TMF Trust (HK) Limited | 100.00 | N | | Long position | 389,091,927 | | Short position | 44,568,861 |
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| Sun Xu Limited | Unit 2304-5, 23/F., Henley Building, 5 Queen's Road Central, Hong Kong (Place of incorporation: British Virgin Islands) | Sun Ji Limited | 100.00 | Y | | Long position | 389,091,927 | | Short position | 44,568,861 |
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| 23.
Further information in relation to interests held by substantial shareholder jointly with another person: |
| Name of joint shareholder | Address | Number of shares |
| Wang Wenjian | Addresses of individuals are not displayed. | | Long position | 389,091,927 | | Short position | 44,568,861 |
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| 24.
Further information from a trustee, a beneficiary of a trust, or a person who set up a discretionary trust: |
| Names of trust | Address | Status code | Number of shares |
| The Sunny Group Employee Offshore Trust | Addresses of individuals are not displayed. | | | Long position | 389,091,927 | | Short position | 44,568,861 |
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| 25.
Further information from a party to an agreement under Section 317 (Please see Notes for further information required): |
| Names of other parties | Address | Number of shares |
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| Total number of shares in which a substantial shareholder is interested under sections 317 and 318 | |
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| 26.
Details of person(s) in accordance with whose directions the substantial shareholder or its directors are accustomed to act: |
| Names | Address | Relationship Code | Percentage (%) |
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| 27.
Supplementary information: |
Sun Xu Limited ("Sun Xu") entered into an equity collar option transaction with UBS AG London Branch ("UBS") in respect of which Sun Xu (i) entered into certain call and put options referencing 44,568,861 shares of Sunny Optical Technology (Group) Co. Ltd. ("Shares") (see Box 21 - 4105) and (ii) has delivered 44,568,861 Shares to UBS under a Credit Support Annex with a return obligation to Sun Xu (see Box 21 - 4108; Box 17 - 1311; Box 17 - 1403).
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| 28.
Log/Serial Number of the previous form: |
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| 29.
Number of concert party document(s) under section 317 attached/uploaded: |
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Date of filing this Form 2: |
22/04/2024
(dd/mm/yyyy)
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