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Form Serial No: |
DA20081014000230 |
| 1.
Name of listed corporation: |
Digital China Holdings Ltd. |
| 2.
Stock code: |
00861 |
| 3.
Class of shares: |
Ordinary Shares |
| 4.
Number of issued shares in class: |
962,390,581 |
| 5.
Name of director (English) as printed on HKID/Passport: |
| (Surname) |
Yan |
| (Other names) |
Andrew Y. |
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| 8.
Name of director (Chinese): |
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| 9.
Chinese Character Code: |
70518698 |
| 12.
Date of relevant event: |
13/10/2008
(dd/mm/yyyy)
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| 13.
Date when director became aware of the relevant event/ interest in the shares (if later): |
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| 14.
Details of relevant event: |
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Relevant event code describing circumstances
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Code describing capacity in which shares were/are held
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Number of shares bought/sold or involved
|
Currency of transaction |
On Exchange
|
Off Exchange
|
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Before relevant event
|
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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Consideration code
|
| Long position |
121 |
|
205 |
100,000 |
HKD |
2.570 |
2.534 |
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| 15.
Total shares in listed corporation immediately before the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long Position | 389,692,997 | 40.49 |
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| 16.
Total shares in listed corporation immediately after the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long Position | 389,792,997 | 40.50 |
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| 17.
Capacity in which interests disclosed in Box 16 are held (required for Initial Notification only): |
| Code describing capacity | Number of shares |
| 205 | |
| 211 | |
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| |
| 18.
Further information in respect of derivative interests in listed corporation: |
| Code describing derivatives |
Exercise period |
Consideration - if derivatives granted by listed corporation |
Number of shares |
| | | Begins | Ends | Price for grant | Exercise price | Price on assignment | |
| Long Position | 409 | 21/05/2009 | 20/05/2016 | | 5.890 | | 240,000 |
| Long Position | 409 | 21/05/2010 | 20/05/2016 | | 5.890 | | 240,000 |
| Long Position | 409 | 21/05/2011 | 20/05/2016 | | 5.890 | | 240,000 |
| Long Position | 409 | 21/05/2012 | 20/05/2016 | | 5.890 | | 240,000 |
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| 19.
Further information in relation to interests of children under 18 and/or spouse: |
| Name of child/spouse | Number of shares |
| Nil | |
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| 20.
Further information in relation to interests of corporations controlled by Director: |
| Name of controlled corporation | Address and place of incorporation | Name of controlling shareholder | % control | Direct interest | Number of shares |
| SAIF III GP Capital Ltd. | M&C Corporate Services Limited, PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands (Cayman) | Andrew Y Yan | 100.00 | N | |
| SAIF III GP, L.P. | M&C Corporate Services Limited, PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands (Cayman) | SAIF III GP Capital Ltd. | 100.00 | N | |
| SAIF Partners III L.P. | M&C Corporate Services Limited, PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands (Cayman) | SAIF III GP, L.P. | 100.00 | N | |
| Sparkling Investment (BVI) Limited | Kingston Chambers, P.O. Box 173, Offshore Incorporations Center, Road Town, Tortola, the BVI (BVI) | SAIF Partners III L.P. | 100.00 | Y | |
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| 21.
Further information in relation to interests held by Director jointly with another person: |
| Name of joint shareholder | Address | Number of shares |
| Nil | | |
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| 22.
Further information from a director who is a trustee, or beneficiary of a trust, or a person who has set up a Discretionary Trust: |
| Names of Trust | Address | Status code | Number of shares |
| Nil | | | |
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| 23.
Further information from a party to an agreement under Section 317: |
| Names of other parties | Address | Number of shares |
| Charmway Trading Limited | P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, the BVI | 77,373,077 |
| Fine Elite Management Limited | P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, the BVI | 33,159,890 |
| Kosalaki Investments Limited | P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, the BVI | 89,414,286 |
| Mr. Guo Wei | Addresses of individuals are not displayed. | 12,464,000 |
| Total number of shares in which substantial shareholder is interested under section 317 and 318: |
389,792,997 |
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| 24.
Date of filing this Form 3A: |
14/10/2008
(dd/mm/yyyy)
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| 26.
Number of attachments: |
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