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Form Serial Number: |
DA20250626E00378
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| 1.
Date of relevant event: |
23/06/2025
(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: |
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: |
1,943,885,020 |
| 7.
Name of director (English) as printed on HKID Card/Passport: |
| (Surname) |
Chen |
| (Other names) |
Xiaohui |
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|
| 10.
Name of director (Chinese): |
陳曉暉 |
| 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 |
| 1203 | The number of shares in which you are interested has reduced because:
you delivered the shares or an amount due under equity derivatives |
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| 2307 | Founder of a discretionary trust who can influence how the trustee exercises his discretion |
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|
8,833,333 |
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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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8,833,333 |
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| 25.
Total shares in listed corporation immediately before the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 281,811,467 | 14.50 |
| Short position | 17,666,667 | 0.91 |
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| 26.
Total shares in listed corporation immediately after the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 272,978,134 | 14.04 |
| Short position | 8,833,334 | 0.45 |
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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 | 272,978,134 | | Short position | 8,833,334 |
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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) |
| | | | | | | | | 8,833,334 |
| Short position | | 4105 | Unlisted derivatives - Physically settled |
| | | | | | | | | 8,833,334 |
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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 |
| SunshineMorning Holdings Limited | Palm Grove House, P.O. Box 438, Road Town, Tortola, VG1110, British Virgin Islands | TMF (Cayman) Ltd. | 100.00 | N | | Long position | 272,978,134 | | Short position | 8,833,334 |
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| HengXinYuan Investment Limited | Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, VG1110, British Virgin Islands | SunshineMorning Holdings Limited | 99.00 | Y | | Long position | 268,978,134 | | Short position | 8,833,334 |
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| SunshineSmoor Holdings Limited | Palm Grove House, P.O. Box 438, Road Town, Tortola, VG1110, British Virgin Islands | SunshineMorning Holdings Limited | 100.00 | Y | | Long position | 4,000,000 | | Short position | 0 |
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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 | 272,978,134 | | Short position | 8,833,334 |
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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: |
On 23-June-25, HengXinYuan Investment Limited (HXY) settled certain options under an equity collar transaction (Transaction) with UBS AG, London Branch (UBS) referencing 8,833,333 shares. HXY's delivery obligation under the Transaction was netted off against and discharged by termination of UBS's delivery obligation referencing 8,833,333 shares under a Credit Support Annex (See Box 24-1503, Box 24-1203, Box 25 and Box 26), with 8,833,334 shares of return obligation remaining (see Box 28-4108)
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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: |
26/06/2025
(dd/mm/yyyy)
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