e_A151715 1..2

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.



(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 985)


CLARIFICATION AND COMPLETION OF THE DISCLOSEABLE TRANSACTION IN RELATION TO THE ACQUISITION OF

THE ENTIRE ISSUED SHARE CAPITAL OF PLANET SMOOTH LIMITED

INVOLVING ISSUE OF CONSIDERATION SHARES


Reference is made to the announcement (the ''Announcement'') of CST Mining Group Limited (the ''Company'') dated 4 November 2015 in relation to the captioned transaction relating to the acquisition of the entire issued share capital of Planet Smooth Limited by way of the issue of new shares of the Company. Unless the context otherwise requires, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement.


  1. CLARIFICATION


    The Board would like to clarify and supplement the following information as set out in the sub-paragraph ''Principal terms and conditions'' under the section headed ''First Cargo BVI Shareholders' Agreement'' in the Announcement:


    (vi) In the event that First Cargo BVI fails to achieve initial public offering on or before 31 December 2018 or any other date otherwise agreed among Champion Aim, Mr. Han, Mr. Lv, Greatness Efforts and Remarkable Success, Champion Aim has the right (but not obligation) (the ''Repurchase Right'') to call upon First Cargo BVI to repurchase shares of First Cargo BVI held by Champion Aim at a consideration of: (1) all investment made by Champion Aim in First Cargo BVI as at the date of the repurchase; plus (2) a return calculated based on an annual compound interest of 8% per annum on the investment. The purpose of the Repurchase Right was to safeguard the investment interests of Champion Aim and to set performance goal for the

    management of First Cargo BVI. As at the date of the Announcement, the amount invested by Champion Aim in First Cargo BVI was US$8.0 million. In the event that First Cargo BVI is unable to perform its obligation when the Repurchase Right is exercised by Champion Aim, such obligation shall be borne by the other First Cargo BVI shareholders.


    Save for the information disclosed above, all the details contained in the Announcement remain unchanged.


  2. COMPLETION


The Board is pleased to announce that all the Conditions have been fulfilled and Completion took place on 12 November 2015. As a result of Completion, 6,200,000,000 Consideration Shares were issued by the Company to the Vendors as the Consideration.


Upon Completion, the Target Company has become a wholly-owned subsidiary of the Company and the consolidated financial results of the Target Group will be consolidated into the Group's financial statement.


By order of the Board

CST Mining Group Limited Chiu Tao

Executive Director and Chairman


Hong Kong, 12 November 2015


As at the date of this announcement, the board of directors of the Company comprises (i) Mr. Chiu Tao (Chairman), Mr. Hui Richard Rui, Mr. Lee Ming Tung, Mr. Kwan Kam Hung, Jimmy, Mr. Yeung Kwok Yu, Mr. Tsui Ching Hung and Mr. Chen Weixing as executive directors of the Company; and

(ii) Mr. Yu Pan, Ms. Tong So Yuet and Ms. Ma Yin Fan as independent non-executive directors of the Company.

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