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Form Serial Number: |
CS20210713E00187 |
| 1.
Date of relevant event: |
12/07/2021
(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: |
00881 |
| 4.
Name of listed corporation: |
Zhongsheng Group Holdings Ltd. |
| 5.
Class of shares: |
Ordinary Shares |
| 6.
Number of issued shares in class: |
2,362,637,591 |
| 7.
Name of substantial shareholder: |
Light Yield Ltd. |
| 8.
Registered office: |
P.O. Box 3340, Road Town, Tortola, British Virgin Islands |
| 9.
Principal place of business in Hong Kong: |
Nil |
| 15.
Exchange on which listed: |
Nil |
| 16.
Name of listed parent and exchange on which parent is listed: |
Nil |
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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 |
| 1213 | The percentage level of your interest in the shares has reduced because:
any other event (you must briefly describe the relevant event in the Supplementary Information box) |
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| Short position |
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| 18.
Total shares immediately before the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 1,312,835,876 | 56.70 |
| Short position | 159,033,900 | 6.87 |
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| 19.
Total shares immediately after the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 1,312,835,876 | 55.57 |
| Short position | 159,033,900 | 6.73 |
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| 20.
Capacity in which interests disclosed in Box 19 are held: |
| Capacity code | Number of shares |
| | Long position | 152,678,504 | | Short position | 113,600,000 |
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| 2201 | Interest of corporation controlled by you |
| | Long position | 186,842,000 | | Short position | 45,433,900 |
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| 2401 | A concert party to an agreement to buy shares described in s.317(1)(a) |
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| 21.
Further information in respect of derivative interests: |
| Derivatives code | Number of shares |
| 4105 | Unlisted derivatives - Physically settled |
| | Short position | 113,600,000 |
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| 4105 | Unlisted derivatives - Physically settled |
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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 |
| Blue Natural Development Ltd. | P.O. Box 3340, Road Town, Tortola, British Virgin Islands (British Virgin Islands) | Light Yield Ltd. | 62.30 | Y | | Long position | 186,842,000 | | Short position | 45,433,900 |
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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 |
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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 |
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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 |
| Blue Natural Development Ltd. | Addresses of individuals are not displayed. | 186,842,000 |
| Vest Sun Ltd. | Addresses of individuals are not displayed. | 186,842,000 |
| Vintage Star Limited | Addresses of individuals are not displayed. | 486,657,686 |
| Mountain Bright Limited | Addresses of individuals are not displayed. | 486,657,686 |
| UBS TC (Jersey) Ltd. | Addresses of individuals are not displayed. | 973,315,372 |
| Huang Yi | Addresses of individuals are not displayed. | 826,178,190 |
| Li Guoqiang | Addresses of individuals are not displayed. | 673,499,686 |
| Total number of shares in which a substantial shareholder is interested under sections 317 and 318 | 973,315,372 |
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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 (%) |
| Huang Yi | Addresses of individuals are not displayed. | | 6104 | Controller is a director |
| 100.00 |
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| 27.
Supplementary information: |
For Box 17, the substantial shareholder's percentage level of interest has reduced due to an increase in the total number of issued shares of the listed corporation from 2,315,384,591 to 2,362,637,591 in relation to the issue of an aggregate of 47,253,000 new shares by the listed corporation under its general mandate to HHLR Fund, L.P. and YHG Investment, L.P., pursuant to a subscription agreement signed among the listed corporation, HHLR Fund, L.P. and YHG Investment, L.P. dated 4 July 2021.
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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: |
1
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Date of filing this Form 2: |
13/07/2021
(dd/mm/yyyy)
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