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Form Serial Number: |
DA20191213E00301
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| 1.
Date of relevant event: |
09/12/2019
(dd/mm/yyyy)
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| 2.
Date when director became aware of the relevant event/ interest in the shares (if later): |
(dd/mm/yyyy)
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| 3.
Stock code: |
01255 |
| 4.
Name of listed corporation: |
S. Culture International Holdings Limited |
| 5.
Class of shares: |
Ordinary Shares |
| 6.
Number of issued shares in class: |
214,000,000 |
| 7.
Name of director (English) as printed on HKID Card/Passport: |
| (Surname) |
Yang |
| (Other names) |
Jun |
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| 10.
Name of director (Chinese): |
楊軍 |
| 11.
Chinese Character Code as printed on HKID Card: |
27996511 |
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| 24.
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
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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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Consideration code
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| Long position |
| 1711 | Miscellaneous
Other (you must briefly describe the relevant event in the Supplementary Information box) |
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| 2201 | Interest of corporation controlled by you |
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| 2201 | Interest of corporation controlled by you |
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42,800,000 |
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| Short position |
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| 25.
Total shares in listed corporation immediately before the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 149,993,617 | 70.09 |
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| 26.
Total shares in listed corporation immediately after the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 149,993,617 | 70.09 |
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| 27.
Capacity in which interests disclosed in Box 26 are held: |
| Code describing capacity | Number of shares |
| 2201 | Interest of corporation controlled by you |
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| 28.
Further information in derivative interests in listed corporation : |
| Derivatives code |
Exercise period (dd/mm/yyyy) |
Consideration - if derivatives granted by listed corporation |
Number of shares |
| | | Begins | Ends | Currency | Price for grant | Currency | Exercise price | Currency | Price on assignment | |
| | | | | | | | | | | |
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| 29.
Further information in relation to interests of children under 18 and/or spouse: |
| Child/Spouse | Name of child/spouse | Number of shares |
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| 30.
Further information in relation to interests of corporations controlled by Director: |
| Name of controlled corporation | Address and place of incorporation | Name of controlling person | % control | Direct interest (Y/N) | Number of shares |
| Shang Ying International Holdings Limited | 3rd Floor, J & C Building, P.O. Box 933, Road Town, Tortola, British Virgin Islands (British Virgin Islands) | Yang Jun | 100.00 | N | |
| Shang Ying Financial Holding Co., Limited | Room A, 20/F, Kiu Fu Commercial Building, 300 Lockhart Road, Wanchai, Hong Kong (Hong Kong) | Shang Ying International Holdings Limited | 100.00 | Y | |
| Shangying Global Co., Ltd. | 3/F, No.8, Xuhong Middle Road, Xuhui District Shanghai, Shanghai, 200235, The People's Republic of China (The People's Republic of China) | Yang Jun | 100.00 | N | |
| Shangying Global Investment Co., Limited | Room 1302, 13/F., Chevalier House, 45-51 Chatham Road South, Tsim Sha Tsui, Kowloon, Hong Kong (Hong Kong) | Shangying Global Co., Ltd. | 100.00 | Y | |
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| 31.
Further information in relation to interests held by Director jointly with another person: |
| Name of joint shareholder | Address | Number of shares |
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| 32.
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 |
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| 33.
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 director is interested under sections 317 and 318 | |
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| 34.
Supplementary information: |
Pursuant to a share transfer agreement, Shang Ying Financial Holding Co., Limited (indirectly wholly-owned by Mr YANG Jun) agreed to transfer 42,800,000 shares to Shangying Global Investment Co., Limited (a wholly-owned subsidiary Shangying Global Co., Ltd. (“SY Global”)). As Mr YANG is deemed as the de facto controller and has been a general manager and director of SY Global, his interests in the Company remain the same upon entering into the agreement and completion of the said transfer.
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| 35.
Log/Serial Number of the previous form: |
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| 36.
Number of concert party document(s) under section 317 attached/uploaded: |
0
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Date of filing this Form 3A: |
13/12/2019
(dd/mm/yyyy)
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