| |
|
Form Serial Number: |
DA20251217E00539
|
| 1.
Date of relevant event: |
12/12/2025
(dd/mm/yyyy)
|
| 2.
Date when director became aware of the relevant event/ interest in the shares (if later): |
(dd/mm/yyyy)
|
| 3.
Stock code: |
01995 |
| 4.
Name of listed corporation: |
Ever Sunshine Services Group Ltd. |
| 5.
Class of shares: |
Ordinary Shares |
| 6.
Number of issued shares in class: |
1,728,554,000 |
| 7.
Name of director (English) as printed on HKID Card/Passport: |
| (Surname) |
Lin |
| (Other names) |
Zhong |
|
|
|
| 10.
Name of director (Chinese): |
林中 |
| 11.
Chinese Character Code as printed on HKID Card: |
26510022 |
| |
| 24.
Details of relevant event: |
|
|
Brief description of relevant event
|
Capacity in which shares were/are held
|
Number of shares bought/sold or involved
|
Currency of transaction |
On Exchange
|
Off Exchange
|
|
Before relevant event
|
After relevant event
|
Highest price (per share)
|
Average price (per share)
|
Average consideration (per share)
|
Consideration code
|
| 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) |
|
| 2201 | Interest of corporation controlled by you |
|
| 2201 | Interest of corporation controlled by you |
|
406,820,000 |
|
|
|
|
|
| Short position |
|
|
|
|
|
|
|
|
|
| |
|
| 25.
Total shares in listed corporation immediately before the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 681,500,000 | 39.43 |
| Short position | 142,387,000 | 8.24 |
|
| |
| 26.
Total shares in listed corporation immediately after the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 681,500,000 | 39.43 |
| Short position | 142,387,000 | 8.24 |
|
| |
| 27.
Capacity in which interests disclosed in Box 26 are held: |
| Code describing capacity | Number of shares |
| 2201 | Interest of corporation controlled by you |
| | Long position | 680,000,000 | | Short position | 142,387,000 |
|
| 2307 | Founder of a discretionary trust who can influence how the trustee exercises his discretion |
| |
|
| |
| 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 |
| | 19/12/2028 | | | | | | | 406,820,000 |
| Long position | | 4105 | Unlisted derivatives - Physically settled |
| 19/12/2025 | 19/12/2028 | | | | | | | 406,820,000 |
| Long position | | 4106 | Unlisted derivatives - Cash settled |
| 19/12/2025 | 19/12/2028 | | | | | | | 142,387,000 |
| Short position | | 4105 | Unlisted derivatives - Physically settled |
| 19/12/2025 | 19/12/2028 | | | | | | | 142,387,000 |
|
| |
| 29.
Further information in relation to interests of children under 18 and/or spouse: |
| Child/Spouse | Name of child/spouse | Number of shares |
| | |
|
| |
| 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 |
| Elite Force Development Limited | Coastal Building, Wickham's Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands | Mr. Lin Zhong | 50.00 | Y | |
| CIFI Holdings (Group) Co. Ltd. | PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands | Mr. Lin Zhong and his family trusts | 39.12 | N | | Long position | 406,820,000 | | Short position | 142,387,000 |
|
| Xu Sheng Limited | Morgan & Morgan Building, Pasea Estate, Road Town, Tortola, British Virgin Islands | CIFI Holdings (Group) Co. Ltd. | 100.00 | N | | Long position | 406,820,000 | | Short position | 142,387,000 |
|
| Spectron Enterprises Limited | Morgan & Morgan Building, Pasea Estate, Road Town, Tortola, British Virgin Islands | Xu Sheng Limited | 100.00 | Y | | Long position | 406,820,000 | | Short position | 142,387,000 |
|
| Able Legend Development Limited | Costal Building, Wickham's Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands | Mr. Lin Zhong | 50.00 | Y | |
|
| |
| 31.
Further information in relation to interests held by Director jointly with another person: |
| Name of joint shareholder | Address | Number of shares |
| | |
|
| |
| 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 |
| Lin's Family Trust | Addresses of individuals are not displayed. | | 5103 | Founder of a discretionary trust who can influence how the trustee exercises his discretion |
| |
| Sun-Mountain Trust | Addresses of individuals are not displayed. | | 5103 | Founder of a discretionary trust who can influence how the trustee exercises his discretion |
| |
|
| |
| 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 |
| | |
| Total number of shares in which a director is interested under sections 317 and 318 | |
|
| |
| 34.
Supplementary information: |
Spectron and LMR entered into pre-paid call option and sale and swap transactions, under which Spectron will grant LMR a prepaid call option over 142,387,000 Listco shares and Spectron will transfer 406,820,000 Listco shares to LMR, with LMR providing a total return swap on the same shares to Spectron. Able will separately grant LMR a cash/physically settled put option over 406,820,000 Listco shares, while LMR will grant a cash settled put option to Able over 142,387,000 Listco shares.
|
| 35.
Log/Serial Number of the previous form: |
|
| 36.
Number of concert party document(s) under section 317 attached/uploaded: |
0
|
|
Date of filing this Form 3A: |
17/12/2025
(dd/mm/yyyy)
|
| |