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Form Serial Number: |
DA20221014E00365
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| 1.
Date of relevant event: |
11/10/2022
(dd/mm/yyyy)
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| 2.
Date when director became aware of the relevant event/ interest in the shares (if later): |
11/10/2022
(dd/mm/yyyy)
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| 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: |
1,952,481,982 |
| 7.
Name of director (English) as printed on HKID Card/Passport: |
| (Surname) |
Jiang |
| (Other names) |
Haiyang |
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|
| 10.
Name of director (Chinese): |
姜海洋 |
| 11.
Chinese Character Code as printed on HKID Card: |
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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 |
| 1311 | There has been a change in nature of your interest in the shares because:
you have delivered the shares to a person who had agreed to borrow them |
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| 2307 | Founder of a discretionary trust who can influence how the trustee exercises his discretion |
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| 2307 | Founder of a discretionary trust who can influence how the trustee exercises his discretion |
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18,000,000 |
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| Short position |
| 1503 | You ceased to have a short position in the shares or the number of shares in which you have a short position decreased because:
any other event (you must briefly describe the relevant event in the Supplementary Information box) |
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| 2307 | Founder of a discretionary trust who can influence how the trustee exercises his discretion |
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| 2307 | Founder of a discretionary trust who can influence how the trustee exercises his discretion |
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18,000,000 |
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| 25.
Total shares in listed corporation immediately before the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 186,826,600 | 9.57 |
| Short position | 0 | 0.00 |
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| 26.
Total shares in listed corporation immediately after the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 186,826,600 | 9.57 |
| Short position | 18,000,000 | 0.92 |
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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 | 186,826,600 | | Short position | 18,000,000 |
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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 | | 4108 | Unlisted derivatives - Other (you must describe the category of derivatives in the Supplementary Information box) |
| | | | | | | | | 18,000,000 |
| Short position | | 4105 | Unlisted derivatives - Physically settled |
| | | | | | | | | 18,000,000 |
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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 |
| 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 | 186,826,600 | | Short position | 18,000,000 |
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| 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 | 186,826,600 | | Short position | 18,000,000 |
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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 |
| Private Trust | Addresses of individuals are not displayed. | | 5103 | Founder of a discretionary trust who can influence how the trustee exercises his discretion |
| | Long position | 186,826,600 | | Short position | 18,000,000 |
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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 |
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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: |
LINGFAN Investment Limited("LINGFAN") entered into an equity collar option transaction with UBS AG, London Branch ("UBS") in respect of which LINGFAN (i) entered into certain call and put options referencing 18,000,000 shares of Ming Yuan Cloud Holdings Ltd. ("Shares") (see Box 28 - 4105) and (ii) has delivered 18,000,000 Shares to UBS under a Credit Support Annex with a return obligation to LINGFAN (see Box 28 - 4108; Box 24 - 1311; Box 24 - 1503).
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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: |
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Date of filing this Form 3A: |
14/10/2022
(dd/mm/yyyy)
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