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Form Serial Number: |
DA20251112E00453
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| 1.
Date of relevant event: |
10/11/2025
(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: |
01364 |
| 4.
Name of listed corporation: |
Guming Holdings Ltd. |
| 5.
Class of shares: |
Ordinary Shares |
| 6.
Number of issued shares in class: |
2,378,185,860 |
| 7.
Name of director (English) as printed on HKID Card/Passport: |
| (Surname) |
Ruan |
| (Other names) |
Xiudi |
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|
| 10.
Name of director (Chinese): |
阮修迪 |
| 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 |
| 1304 | There has been a change in nature of your interest in the shares because:
rights to the shares under equity derivatives have been exercised against you |
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| 2501 | Other (you must describe the capacity in the Supplementary Information box) |
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| 2501 | Other (you must describe the capacity in the Supplementary Information box) |
|
72,000 |
HKD |
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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 | 1,743,072,072 | 73.29 |
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| 26.
Total shares in listed corporation immediately after the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 1,743,072,072 | 73.29 |
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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 |
| |
| 2103 | Interests held jointly with another person |
| | Long position | 1,435,225,822 |
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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 |
| | 22/10/2026 | | | | | | | 3,832,000 |
| Long position | | 4105 | Unlisted derivatives - Physically settled |
| | 23/10/2026 | | | | | | | 3,832,000 |
| Long position | | 4105 | Unlisted derivatives - Physically settled |
| | 26/10/2026 | | | | | | | 3,832,000 |
| Long position | | 4105 | Unlisted derivatives - Physically settled |
| | 27/10/2026 | | | | | | | 878,400 |
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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 |
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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 |
| Wang Yun'an | Addresses of individuals are not displayed. | | Long position | 1,743,072,072 |
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| Qi Xia | Addresses of individuals are not displayed. | | Long position | 1,743,072,072 |
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| Pan Pingping | Addresses of individuals are not displayed. | | Long position | 1,743,072,072 |
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| Chivalrous Lancers Limited | Addresses of individuals are not displayed. | | Long position | 1,743,072,072 |
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| Chivalrous Cavalry Limited | Addresses of individuals are not displayed. | | Long position | 1,743,072,072 |
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| Chivalrous Knights Limited | Addresses of individuals are not displayed. | | Long position | 1,743,072,072 |
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| Cousin Tea Limited | Addresses of individuals are not displayed. | | Long position | 1,743,072,072 |
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| Uncle Tea Limited | Addresses of individuals are not displayed. | | Long position | 1,743,072,072 |
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| Nephew Tea Limited | Addresses of individuals are not displayed. | | Long position | 1,743,072,072 |
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| Spring Equinox Drinks Limited | Addresses of individuals are not displayed. | | Long position | 1,743,072,072 |
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| Winter Solstice Drinks Limited | Addresses of individuals are not displayed. | | Long position | 1,743,072,072 |
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| Summer Solstice Drinks Limited | Addresses of individuals are not displayed. | | Long position | 1,743,072,072 |
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| Modern Leaves Limited | Addresses of individuals are not displayed. | | Long position | 1,743,072,072 |
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| Ancient Leaves Limited | Addresses of individuals are not displayed. | | Long position | 1,743,072,072 |
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| Nascent Leaves Limited | Addresses of individuals are not displayed. | | Long position | 1,743,072,072 |
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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) | Addresses of individuals are not displayed. | | 5103 | Founder of a discretionary trust who can influence how the trustee exercises his discretion |
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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: |
Mr. Ruan is a party to an acting-in-concert arrangement (the "Arrangement") set out in the prospectus of the Company dated February 4, 2025. On 10 November 2025, certain equity derivatives entered into by Cousin Tea Limited and another party to the Arrangement, namely Chivalrous Lancers Limited, were partially settled causing a change in nature of the relevant 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: |
12/11/2025
(dd/mm/yyyy)
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