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Form Serial Number: |
DA20210802E00172
(Amendment to DA20210305E00040)
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| 1.
Date of relevant event: |
13/01/2021
(dd/mm/yyyy)
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| 2.
Date when director became aware of the relevant event/ interest in the shares (if later): |
13/01/2021
(dd/mm/yyyy)
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| 3.
Stock code: |
02768 |
| 4.
Name of listed corporation: |
佳源国际控股有限公司 |
| 5.
Class of shares: |
Ordinary Shares |
| 6.
Number of issued shares in class: |
4,055,734,623 |
| 7.
Name of director (English) as printed on HKID Card/Passport: |
| (Surname) |
SHUM |
| (Other names) |
Tin Ching |
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| 10.
Name of director (Chinese): |
沈天晴 |
| 11.
Chinese Character Code as printed on HKID Card: |
308811312532 |
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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 |
| 1113 | The number of shares in which you are interested has increased because:
any other event (you must briefly describe the relevant event in the Supplementary Information box) |
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1,876,557,575 |
HKD |
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3.3000 |
| 3102 | Assets other than cash |
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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 | 2,828,310,136 | 69.74 |
| Short position | 427,662,171 | 10.54 |
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| 26.
Total shares in listed corporation immediately after the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 4,704,867,711 | 116.01 |
| Short position | 427,662,171 | 10.54 |
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| 27.
Capacity in which interests disclosed in Box 26 are held: |
| Code describing capacity | Number of shares |
| | Long position | 1,948,559,293 | | Short position | 0 |
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| 2201 | Interest of corporation controlled by you |
| | Long position | 2,756,308,418 | | Short position | 427,662,171 |
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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 | | 4107 | Unlisted derivatives - Convertible instruments |
| | | | | | | | | 1,036,557,575 |
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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 |
| Galaxy Emperor Limited | Vistra Corporate Services, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands | Shum Tin Ching | 100.00 | N | | Long position | 2,756,308,418 | | Short position | 427,662,171 |
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| China Jiayuan Group Limited | Suite 1403, 9 Queen's Road Central, Central, HK | Galaxy Emperor Limited | 100.00 | N | | Long position | 2,756,308,418 | | Short position | 427,662,171 |
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| Mingyuan Group Investment Limited | Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands | China Jiayuan Group Limited | 100.00 | Y | | Long position | 2,756,308,418 | | Short position | 427,662,171 |
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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: |
于2020年1月13日，沈天晴先生（“沈先生”）与佳源国际控股有限公司（“佳源国际”）订立买卖协议，项下佳源国际有条件同意收购鲁源投资控股有限公司，而沈先生已有条件同意出售销售股份，其相当于鲁源投资控股有限公司的全部已发行股本。此项交易的初步代价为7,247,560,000 港元 （受限于代价调整机制调整），其中(i)3,420,640,000 港元，佳源国际将透过发行可换股债券予以结付；(ii)2,772,000,000 港元，佳源国际将透过发行及配发840,000,000 股代价股份予以结付；及(iii) 余额1,054,920,000 港元，佳源国际将以现金予以结付。上述可换股债券及840,000,000 股代价股份将于交割时由佳源国际交付予沈先生。方格28：可转换债券的授予价格为现金以外资产。
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| 35.
Log/Serial Number of the previous form: |
DA20210305E00040
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| 36.
Number of concert party document(s) under section 317 attached/uploaded: |
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Date of filing this Form 3A: |
02/08/2021
(dd/mm/yyyy)
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