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Form Serial Number: |
DA20210129E00409
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| 1.
Date of relevant event: |
26/01/2021
(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: |
00839 |
| 4.
Name of listed corporation: |
China Education Group Holdings Ltd. |
| 5.
Class of shares: |
Ordinary Shares |
| 6.
Number of issued shares in class: |
2,150,522,000 |
| 7.
Name of director (English) as printed on HKID Card/Passport: |
| (Surname) |
Yu |
| (Other names) |
Guo |
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|
| 10.
Name of director (Chinese): |
于果 |
| 11.
Chinese Character Code as printed on HKID Card: |
00602654 |
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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 |
| 1209 | The number of shares in which you are interested has reduced because:
you placed the shares to placee(s) under a top-up placing |
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| 2401 | A concert party to an agreement to buy shares described in s.317(1)(a) |
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|
122,000,000 |
HKD |
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|
16.6000 |
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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 | 1,513,000,000 | 70.36 |
| Short position | 16,000,000 | 0.74 |
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| |
| 26.
Total shares in listed corporation immediately after the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 1,391,000,000 | 64.68 |
| Short position | 16,000,000 | 0.74 |
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| 27.
Capacity in which interests disclosed in Box 26 are held: |
| Code describing capacity | Number of shares |
| 2307 | Founder of a discretionary trust who can influence how the trustee exercises his discretion |
| | Long position | 689,000,000 | | Short position | 8,000,000 |
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| 2401 | A concert party to an agreement to buy shares described in s.317(1)(a) |
| | Long position | 695,500,000 | | Short position | 8,000,000 |
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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 | |
| Long position | | 4105 | Unlisted derivatives - Physically settled |
| 15/12/2018 | 14/12/2027 | CNY | 1.00 | HKD | 6.450 | | | 2,000,000 |
| Long position | | 4105 | Unlisted derivatives - Physically settled |
| 15/12/2020 | 14/12/2027 | CNY | 1.00 | HKD | 6.450 | | | 500,000 |
| Long position | | 4105 | Unlisted derivatives - Physically settled |
| 15/12/2021 | 14/12/2027 | CNY | 1.00 | HKD | 6.450 | | | 2,000,000 |
| Long position | | 4105 | Unlisted derivatives - Physically settled |
| 15/12/2022 | 14/12/2027 | CNY | 1.00 | HKD | 6.450 | | | 2,000,000 |
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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 |
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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 |
| Blue Sky Trust | Addresses of individuals are not displayed. | | 5103 | Founder of a discretionary trust who can influence how the trustee exercises his discretion |
| | Long position | 689,000,000 | | Short position | 8,000,000 |
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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 |
| Blue Sky Education International Limited | Addresses of individuals are not displayed. | 689,000,000 |
| White Clouds Education International Limited | Addresses of individuals are not displayed. | 689,000,000 |
| Xie Ketao | Addresses of individuals are not displayed. | 6,500,000 |
| Total number of shares in which a director is interested under sections 317 and 318 | 1,384,500,000 |
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| 34.
Supplementary information: |
To facilitate ChinaEdu's new share issue, on 26/1/2021, Blue Sky, White Clouds and ChinaEdu entered into top-up share issue agreement, including (a) Blue Sky and White Clouds placing 61,000,000 shares of ChinaEdu owned by each of them, and (b) Blue Sky and White Clouds subscribing the same amount of new shares of ChinaEdu by each of them. The number of ChinaEdu shares owned by Blue Sky and White Clouds will be the same post such transactions.
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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: |
1
A0000000000000710851.pdf
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Date of filing this Form 3A: |
29/01/2021
(dd/mm/yyyy)
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