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Form Serial Number: |
DA20251009E00005
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| 1.
Date of relevant event: |
03/10/2025
(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: |
01525 |
| 4.
Name of listed corporation: |
Shanghai Gench Education Group Ltd. |
| 5.
Class of shares: |
Ordinary Shares |
| 6.
Number of issued shares in class: |
415,000,000 |
| 7.
Name of director (English) as printed on HKID Card/Passport: |
| (Surname) |
ZHAO |
| (Other names) |
DONGHUI |
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| 10.
Name of director (Chinese): |
赵东辉 |
| 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 |
| 1711 | Miscellaneous
Other (you must briefly describe the relevant event in the Supplementary Information box) |
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| 2106 | Person having a security interest in shares |
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| 2106 | Person having a security interest in shares |
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1,000,000 |
HKD |
2.8500 |
2.8300 |
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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 | 149,883,500 | 36.12 |
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| 26.
Total shares in listed corporation immediately after the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 148,883,500 | 35.88 |
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| 27.
Capacity in which interests disclosed in Box 26 are held: |
| Code describing capacity | Number of shares |
| 2201 | Interest of corporation controlled by you |
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| 2106 | Person having a security interest in shares |
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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 | |
| | | | | | | | | | | |
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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 |
| Ai Xin Limited | Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, VG1110, British Virgin Islands | Zhao Donghui | 100.00 | Y | |
| Changjiu Industrial Group Co., Ltd. | JT9999, Room 1_203, No.337 Shahe Road, Jiangqiao Town, Jiading District, Shanghai, PRC | Zhao Donghui | 90.00 | N | |
| Shanghai Jiuhao Enterprise Management Consulting Co., Ltd. | Room 328, 3/F, Unit 2, No. 231, Shibocun Road, China (Shanghai) Pilot Free Trade Zone, PRC | Changjiu Industrial Group Co., Ltd. | 100.00 | N | |
| Hangzhou Changqi Enterprise Management Consulting Partnership (Limited Partnership) | Room 01, Top Floor, Building 3, Zhijiang Changjiu Center, Zhuantang Street, Xihu District, Hangzhou City, Zhejiang Province, PRC | Shanghai Jiuhao Enterprise Management Consulting Co., Ltd. | 0.01 | N | |
| Hangzhou Changqi Enterprise Management Consulting Partnership (Limited Partnership) | Room 01, Top Floor, Building 3, Zhijiang Changjiu Center, Zhuantang Street, Xihu District, Hangzhou City, Zhejiang Province, PRC | Changjiu Industrial Group Co., Ltd. | 99.99 | N | |
| Fwin Limited | ICS Corporate Services (BVI) Limited, Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands | Hangzhou Changqi Enterprise Management Consulting Partnership (Limited Partnership) | 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 |
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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: |
Since June 2021, Ai Xin Limited has held a security interest in 87,350,000 shares of the Company, which are held by certain BVI entities.On 27 January 2025, several receivers were appointed in respect of 100% of the ordinary shares of these BVI entities. Ai Xin Limited consented to the receivers to exercise their powers or take any actions as they think fit, which may affect its security interest. On 3 October 2025, it was informed that the charged shares were reduced to 48,883,500 shares.
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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: |
09/10/2025
(dd/mm/yyyy)
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