FORM 2 - Corporate Substantial Shareholder Notice
Form Serial Number
:
CS20260717E00223
1.
Date of relevant event
:
23/06/2026
(dd/mm/yyyy)
2.
Date when the substantial shareholder becomes aware of the relevant event / interest in the shares (if later)
:
14/07/2026
(dd/mm/yyyy)
3.
Stock code
:
01364
4.
Name of listed corporation
:
Guming Holdings Ltd.
5.
Class of shares
:
Ordinary Shares
6.
Number of issued shares in class
:
2,378,185,860
7.
Name of substantial shareholder
:
Nascent Leaves Limited
8.
Registered office
:
Trident Chambers, P.O. Box 146, Road Town, Tortola VG1110, British Virgin Islands
9.
Principal place of business in Hong Kong
:
19/F, Golden Centre, 188 Des Voeux Road Central, Hong Kong
15.
Exchange on which listed
:
N/A
16.
Name of listed parent and exchange on which parent is listed
:
N/A
17.
Details of relevant event
:
Brief description of relevant event
Capacity in which shares were/are held
Number of shares bought/sold or involved
Currency of transaction
On Exchange
Off Exchange
Before relevant event
After relevant event
Highest price (per share)
Average price (per share)
Average consideration (per share)
Nature of consideration
Long position
1313
There has been a change in nature of your interest in the shares because:
you have lent the shares under a securities borrowing and lending agreement
2201
Interest of corporation controlled by you
2201
Interest of corporation controlled by you
83,262,531
Short position
18.
Total shares immediately before the relevant event
:
Total number of shares
Percentage figure (%)
Long position
1,777,915,285
74.76
19.
Total shares immediately after the relevant event
:
Total number of shares
Percentage figure (%)
Long position
1,777,915,285
74.76
20.
Capacity in which interests disclosed in Box 19 are held
:
Capacity code
Number of shares
2201
Interest of corporation controlled by you
Long position
964,212,748
2103
Interests held jointly with another person
Long position
813,702,537
21.
Further information in respect of derivative interests
:
Derivatives code
Number of shares
4105
Unlisted derivatives - Physically settled
Long position
3,845,182
4105
Unlisted derivatives - Physically settled
Long position
1,649,700
4105
Unlisted derivatives - Physically settled
Long position
2,783,800
4105
Unlisted derivatives - Physically settled
Long position
9,121,386
4105
Unlisted derivatives - Physically settled
Long position
9,250,800
4105
Unlisted derivatives - Physically settled
Long position
5,053,150
4105
Unlisted derivatives - Physically settled
Long position
2,802,000
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
Modern Leaves Limited
Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola, VG1110, British Virgin Islands (British Virgin Islands)
Nascent Leaves Limited
99.00
Y
Long position
964,212,748
23.
Further information in relation to interests held by substantial shareholder jointly with another person
:
Name of joint shareholder
Address
Number of shares
Qi Xia
Addresses of individuals are not displayed.
Long position
1,777,915,285
Ruan Xiudi
Addresses of individuals are not displayed.
Long position
1,777,915,285
Pan Pingping
Addresses of individuals are not displayed.
Long position
1,777,915,285
Chivalrous Lancers Limited
Addresses of individuals are not displayed.
Long position
1,777,915,285
Chivalrous Cavalry Limited
Addresses of individuals are not displayed.
Long position
1,777,915,285
Chivalrous Knights Limited
Addresses of individuals are not displayed.
Long position
1,777,915,285
Cousin Tea Limited
Addresses of individuals are not displayed.
Long position
1,777,915,285
Uncle Tea Limited
Addresses of individuals are not displayed.
Long position
1,777,915,285
Nephew Tea Limited
Addresses of individuals are not displayed.
Long position
1,777,915,285
Spring Equinox Drinks Limited
Addresses of individuals are not displayed.
Long position
1,777,915,285
Winter Solstice Drinks Limited
Addresses of individuals are not displayed.
Long position
1,777,915,285
Summer Solstice Drinks Limited
Addresses of individuals are not displayed.
Long position
1,777,915,285
Wang Yun'an
Addresses of individuals are not displayed.
Long position
1,777,915,285
Modern Leaves Limited
Addresses of individuals are not displayed.
Long position
1,777,915,285
Ancient Leaves Limited
Addresses of individuals are not displayed.
Long position
1,777,915,285
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
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
Total number of shares in which a substantial shareholder is interested under sections 317 and 318
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 (%)
27.
Supplementary information
:
On June 23, 2026, Modern Leaves Limited entered into a stock borrowing and lending agreement with Goldman Sachs International as borrower, pursuant to which Modern Leaves Limited agreed to lend to Goldman Sachs International up to 83,262,531 ordinary shares in Guming Holdings Limited (the "Company") in connection with the proposed issue of the bonds, details of which are set out in the Company's announcement dated June 24, 2026.
28.
Log/Serial Number of the previous form
:
29.
Number of concert party document(s) under section 317 attached/uploaded
:
Date of filing this Form 2
:
17/07/2026
(dd/mm/yyyy)