CST GROUP LIMITED 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)Reference is made to the announcement of CST Mining Group Limited (the 'Company', together with its subsidiaries, the 'Group') dated 2 November 2015 in respect of the appointment of Mr. Chen Weixing ('Mr. Chen') as an executive director of the Company.
The board (the 'Board') of directors (the 'Director(s)') of the Company is pleased to announce that, on 27 November 2015, Gold Label Inc. ('Gold Label'), a wholly-owned subsidiary of the Company, had completed the subscription of new shares of Kuaichi Group Holding Limited ('Kuaichi', together with its subsidiaries, 'Kuaichi Group'), representing 20.00% of the enlarged issued share capital of Kuaichi, for a consideration of US$10,000,000 (the 'Subscription').
Following completion of the Subscription, Kuaichi is held as to 23.04% by a company wholly- owned by Mr. Chen, 14.40% by a company wholly-owned by Mr. Zhao Gan ('Mr. Zhao'), 20.16% by a company wholly-owned by Mr. Yang Bang Zhao ('Mr. Yang'), 6.40% by Tiantian Kuaichi Holding Limited ('Tiantian Kuaichi'), 16.00% by TB Home Limited ('TB Home') and 20.00% by Gold Label. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquires, each of Mr. Zhao, Mr. Yang, Tiantian Kuaichi, TB Home and the ultimate beneficial owners of Tiantian Kuaichi and TB Home is a third party independent of the Company and its connected persons (has the meanings ascribed thereto in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ('Listing Rules')).
Kuaichi is a company incorporated in the Cayman Islands with limited liability and is an investment holding company. Kuaichi Group has entered into several contractual arrangements with Hangzhou Kuaichi Technology Company Limited* (杭州快馳科技有限公司)('Hangzhou Kuaichi') in order to gain effective control over and receive economic benefits generated by Hangzhou Kuaichi. Hangzhou Kuaichi is a company established in the People's Republic of China with limited liability principally engaged in the development and operation of mobile phone apps via which logistics and freight transportation services are provided. Mr. Chen is a co-founder and substantial shareholder of Hangzhou Kuaichi. Mr. Yang is the chief executive officer and substantial shareholder of Hangzhou Kuaichi. Mr. Yang is also a serial entrepreneur in logistic informationalized industry and the founder of 好運寶(Haoyunbao*), a city-wide freight software. Mr. Zhao is the chief operating officer and a substantial shareholder of Hangzhou Kuaichi. Mr.
Zhao is also the former chief operating officer of 杭州泛城科技有限公司(Funcity Inc.*), a company principally engaged in the development and operation of web games and mobile internet applications.
The corporate structure of Kuaichi upon completion of the Subscription is as follows:
Mr. Chen Weixing
The Company
Mr. Zhao Gan Mr. Yang Bang Zhao
100% 100% 100%
100%
Weixing Kuaichi | Jairus Holding | Bangzhao | Tiantian | TB | Gold |
Holding Limited | Limited | Holding Limited | Kuaichi | Home | Label |
23.04% 14.40% 20.16% 6.40% 16.00% 20.00%
Kuaichi
100%
Kuaichi Group HongKong Limited
100%
小快科技(杭州)有限公司 (Xiaokuai Technology (Hangzhou) Co., Ltd.*)
Contractual arrangements
Hangzhou Kuaichi
As the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Subscription are below 5%, the Subscription does not constitute a notifiable transaction of the Company under Chapter 14 of the Listing Rule. This announcement is made by the Company on a voluntary basis to provide update on the business of the Group to the shareholders of the Company and potential investors.
By order of the Board
CST Mining Group Limited Chiu TaoExecutive Director and Chairman
Hong Kong, 27 November 2015
As at the date of this announcement, the Board 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; and (ii) Mr. Yu Pan, Ms. Tong So Yuet and Ms. Ma Yin Fan as independent non-executive Directors.
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