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Form Serial Number: |
DA20231208E00091
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1.
Date of relevant event: |
06/12/2023 (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: |
01918 |
4.
Name of listed corporation: |
融创中国控股有限公司 |
5.
Class of shares: |
Ordinary Shares |
6.
Number of issued shares in class: |
8,392,667,166 |
7.
Name of director (English) as printed on HKID Card/Passport: |
(Surname) |
Sun |
(Other names) |
Hongbin |
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10.
Name of director (Chinese): |
孫宏斌 |
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 |
1316 | There has been a change in nature of your interest in the shares because: any other event (you must briefly describe the relevant event in the Supplementary Information box) | |
2307 | Founder of a discretionary trust who can influence how the trustee exercises his discretion | |
2307 | Founder of a discretionary trust who can influence how the trustee exercises his discretion | |
405,018,994 |
HKD |
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6.0000 |
3102 | Assets other than cash | |
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 | 2,988,759,884 | 35.61 |
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26.
Total shares in listed corporation immediately after the relevant event: |
| Total number of shares | Percentage figure (%) |
Long position | 2,786,250,385 | 33.20 |
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27.
Capacity in which interests disclosed in Box 26 are held: |
Code describing capacity | Number of shares |
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2201 | Interest of corporation controlled by you |
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2307 | Founder of a discretionary trust who can influence how the trustee exercises his discretion |
| Long position | 2,717,614,385 |
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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 |
| | | | | | | | | 269,971,507 |
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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 |
New Goal Investment Holdings Ltd | Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands | Sun Hongbin | 100.00 | N | |
Yuan Quang Investment Limited | 3806 Central Plaza, 18 Harbour Road, Wanchai, Hong Kong (Hong Kong) | New Goal Investment Holdings Ltd | 100.00 | N | |
天津标的企业管理有限公司(曾用名:天津标的投资咨询有限公司) | 中国天津市西青经济开发区兴华七支路8号 (PRC) | Yuan Quang Investment Limited | 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 |
HBS Family Trust | Addresses of individuals are not displayed. | 5103 | Founder of a discretionary trust who can influence how the trustee exercises his discretion |
| Long position | 2,717,614,385 |
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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: |
于有关事件之前,Sunac International Investment Holdings Ltd(“融创国际”)(i)持有2,042,623,884股融创中国控股有限公司(“融创中国”)股份(“股份”)及(ii)根据450,000,000美元控股股东债券按照最低转换价格每股4港元及协定汇率1美元=7.8港元(“协定汇率”)悉数转换后最多可获发行877,500,000股股份,即对2,920,123,884股股份持有权益。于2023年12月6日,融创中国的强制可转换债券初始发行金额约69.23%已按每股6港元的转换价格转换,根据控股股东债券的条款,控股股东债券本金额450,000,000美元的约69.23%(即311,553,073美元)也按每股6港元的相同价格及协定汇率于同日转换,即转换为405,018,994股股份。该转换发生后,融创国际持有2,447,642,878股股份,加上剩余控股股东债券本金额138,446,927美元按照最低转换价格每股4港元及协定汇率悉数转换后最多可获发行269,971,507股股份,因此融创国际对2,717,614,385股股份持有权益。
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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: |
08/12/2023 (dd/mm/yyyy)
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