| |
|
Form Serial Number: |
CS20260924E00474 |
| 1.
Date of relevant event: |
24/09/2026
(dd/mm/yyyy)
|
| 2.
Date when the substantial shareholder becomes aware of the relevant event / interest in the shares (if later): |
(dd/mm/yyyy)
|
| 3.
Stock code: |
00909 |
| 4.
Name of listed corporation: |
Ming Yuan Cloud Group Holdings Ltd. |
| 5.
Class of shares: |
Ordinary Shares |
| 6.
Number of issued shares in class: |
1,894,745,020 |
| 7.
Name of substantial shareholder: |
TMF (Cayman) Ltd. |
| 8.
Registered office: |
4th Floor, Monaco Towers, 11 Dr. Roy's Drive, P.O. Box 10338, Grand Cayman KY1-1003, Cayman Islands |
| 9.
Principal place of business in Hong Kong: |
N/A |
| 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 |
| 1203 | The percentage level of your interest in the shares has reduced because:
you delivered the shares or an amount due under equity derivatives |
|
|
|
10,000,000 |
|
|
|
|
|
| Short position |
| 1710 | Miscellaneous
Voluntary disclosure (you must briefly describe the relevant event in the Supplementary Information box) |
|
|
|
10,000,000 |
|
|
|
|
|
|
|
| 18.
Total shares immediately before the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 807,895,000 | 42.64 |
| Short position | 10,000,000 | 0.53 |
|
|
| 19.
Total shares immediately after the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 797,895,000 | 42.11 |
| Short position | 0 | 0.00 |
|
|
| 20.
Capacity in which interests disclosed in Box 19 are held: |
| Capacity code | Number of shares |
| | Long position | 797,895,000 | | Short position | 0 |
|
|
|
|
|
| 21.
Further information in respect of derivative interests: |
| Derivatives code | Number of shares |
| | |
|
|
| 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 |
| MYTongRui Holdings Limited | Palm Grove House, P.O. Box 438, Road Town, Tortola, VG1110, British Virgin Islands | TMF (Cayman) Ltd. | 100.00 | N | | Long position | 377,423,600 | | Short position | 0 |
|
| GHTongRui Investment Limited | Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110 | MYTongRui Holdings Limited | 99.00 | Y | | Long position | 377,423,600 | | Short position | 0 |
|
| SunshineMorning Holdings Limited | Palm Grove House, P.O. Box 438, Road Town, Tortola, VG1110, British Virgin Islands | TMF (Cayman) Ltd. | 100.00 | N | | Long position | 258,144,800 | | Short position | 0 |
|
| HengXinYuan Investment Limited | Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110 | SunshineMorning Holdings Limited | 99.00 | Y | | Long position | 254,144,800 | | Short position | 0 |
|
| SunshineSmoor Holdings Limited | Palm Grove House, P.O. Box 438, Road Town, Tortola, VG1110, British Virgin Islands | SunshineMorning Holdings Limited | 100.00 | Y | | Long position | 4,000,000 | | Short position | 0 |
|
| Mindfree Holdings Limited | Palm Grove House, P.O. Box 438, Road Town, Tortola, VG1110, British Virgin Islands | TMF (Cayman) Ltd. | 100.00 | N | | Long position | 162,326,600 | | Short position | 0 |
|
| LINGFAN Investment Limited | Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110 | Mindfree Holdings Limited | 99.00 | Y | | Long position | 162,326,600 | | Short position | 0 |
|
|
|
|
| 23.
Further information in relation to interests held by substantial shareholder jointly with another person: |
| Name of joint shareholder | Address | Number of shares |
| | |
|
|
| 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 |
| (Private trust) | Addresses of individuals are not displayed. | | | Long position | 377,423,600 | | Short position | 0 |
|
| (Private trust) | Addresses of individuals are not displayed. | | | Long position | 258,144,800 | | Short position | 0 |
|
| (Private trust) | Addresses of individuals are not displayed. | | | Long position | 162,326,600 | | Short position | 0 |
|
|
|
| 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 24 September 2026, HengXinYuan Investment Limited ("HXY") settled the remaining options under an equity collar transaction ("Transaction") with UBS AG, London Branch referenceing 10,000,000 shares. HXY's delivery obligation under the Transaction was netted off against and discharged by termination of UBS's delivery obligation referencing 10,000,000 shares under a Credit Support Annex (See Box 17-1203, Box 17-1710, Box 18 and Box 19), and the Transaction was then terminated.
|
| 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: |
24/09/2026
(dd/mm/yyyy)
|
|
|
|
|