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Form Serial No: |
CS20120712000099 |
| 1.
Name of listed corporation: |
Xiao Nan Guo Restaurants Holdings Ltd. |
| 2.
Stock code: |
03666 |
| 3.
Class of shares: |
Ordinary |
| 4.
Number of issued shares in class: |
1,475,000,000 |
| 5.
Name of substantial shareholder: |
Linden Street Capital Limited |
| 6.
Registered office: |
P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands |
| 7.
Principal place of business in Hong Kong: |
N/A |
| 13.
Exchange on which listed: |
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| 14.
Name of listed parent and exchange on which parent is listed: |
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| 15.
Date of relevant event: |
04/07/2012
(dd/mm/yyyy)
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| 16.
Date when the substantial shareholder became aware of the relevant event/ interest in the shares (if later): |
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| 17.
Details of relevant event: |
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Relevant event code describing circumstances
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Code describing capacity in which shares were/are held
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Number of shares bought/sold or involved |
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 |
108 |
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HKD |
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| 18.
Total shares immediately before the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long Position | 113,820,000 | 7.72 |
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| 19.
Total shares immediately after the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long Position | 113,820,000 | 7.72 |
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| 20.
Capacity in which interests disclosed in Box 19 are held: |
| Code describing capacity | Number of shares |
| 205 | |
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| 21.
Further information in respect of derivative interests: |
| Code describing derivatives | Number of shares |
| Nil | |
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| 22.
Further information in relation to interests of corporations controlled by substantial shareholder: |
| Name of controlled corporation | Address and place of incorporation | Name of controlling shareholder | % control | Direct interest | Number of shares |
| MCP China Investment Holdings Limited | P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (British Virgin Islands) | Linden Street Capital Limited | 100.00 | N | |
| Milestone Capital Investment Holdings Limited | P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (British Virgin Islands) | MCP China Investment Holdings Limited | 85.00 | N | |
| Milestone Capital Partners III Limited | P.O. Box 309, Ugland House, Grand Caymn, KY1-1104, Cayman Islands (Cayman Islands) | Milestone Capital Investment Holdings Limited | 100.00 | N | |
| Milestone China Opportunities Fund III, L.P. | P.O. Box 309, Ugland House, Grand Caymn, KY1-1104, Cayman Islands (Cayman Islands) | Milestone Capital Partners III Limited (As General Partner) | 100.00 | N | |
| Milestone F&B I Limited | P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (British Virgin Islands) | Milestone China Opportunities Fund III, L.P. | 100.00 | Y | |
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| 23.
Further information in relation to interests held by substantial shareholder jointly with another person: |
| Name of joint shareholder | Address | Number of shares |
| Nil | | |
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| 24.
Further information from a trustee, or beneficiary of a trust, or a founder of a Discretionary Trust: |
| Names of Trust | Address | Status code | Number of shares |
| Nil | | | |
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| 25.
Further information from a party to an agreement under Section 317: |
| Names of other parties | Address | Number of shares |
| Nil | | |
| Total number of shares in which substantial shareholder is interested under section 317 and 318: |
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| 26.
Details of person(s) in accordance with whose directions the substantial shareholder or its directors are accustomed to act: |
| Names | Address | Relationship Code | % |
| Nil | | | |
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| 27.
Date of filing this Form 2: |
12/07/2012
(dd/mm/yyyy)
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| 29.
Number of attachments: |
0 |
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