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: 509)

DISCLOSEABLE TRANSACTION

RELATING TO GRANT OF CALL OPTION

INTRODUCTION

On 13 December 2019, after trading hours of the Stock Exchange, the Company and Ming Xin as grantors and Mega Prime as optionee entered into the Call Option Agreement, pursuant to which the Grantors conditionally agreed to grant to Mega Prime the right and option to acquire all or part of the Option Shares at the Exercise Price for each Option Share at any time during the Option Period, for an aggregate exercise price equal to the Call Price, subject to the terms and conditions set out in the Call Option Agreement, in consideration of HK$2,000,000 to be paid by Mega Prime to Ming Xin at any time prior to 1 January 2020.

To the best of the knowledge, information and belief of the Directors and having made all reasonable enquiry, Mega Prime and its ultimate beneficial owners are Independent Third Parties.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules exceed 5% and are below 25%, the Call Option Agreement constitutes a discloseable transaction for the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

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INTRODUCTION

On 13 December 2019, after trading hours of the Stock Exchange, the Company and Ming Xin as grantors and Mega Prime as optionee entered into the Call Option Agreement, pursuant to which the Grantors conditionally agreed to grant to Mega Prime the right and option to acquire all or part of the Option Shares at the Exercise Price for each Option Share at any time during the Option Period, for an aggregate exercise price equal to the Call Price, subject to the terms and conditions set out in the Call Option Agreement, in consideration of HK$2,000,000 to be paid by Mega Prime to Ming Xin at any time prior to 1 January 2020.

To the best of the knowledge, information and belief of the Directors and having made all reasonable enquiry, Mega Prime and its ultimate beneficial owners are Independent Third Parties.

CALL OPTION AGREEMENT

Date

13 December 2019 (after trading hours)

Parties

  1. the Company and Ming Xin as grantors; and
  2. Mega Prime as optionee.

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PRINCIPAL TERMS OF THE CALL OPTION

The principal terms of the Call Option Agreement are summarised below:

Grant of Call Option

:

Pursuant to the Call Option Agreement, the

Grantors agreed to grant to Mega Prime the right

and option to acquire up to 200,000,000 REMT

Shares at the Exercise Price for each Option

Share.

Exercise of Call Option

:

Optionholder(s) may exercise the Call Option, in

no more than three (3) closings of the purchase

of the Option Share(s), by delivering to any

Grantor the Call Notice at any time during the

Option Period.

Consideration

:

A consideration of HK$2,000,000 will be paid by

Mega Prime to Ming Xin at any time prior to 1

January 2020 pursuant to the Call Option

Agreement.

In the event the Call Option is fully exercised

(the exercise of which is at the discretion of the

Optionholder(s)),

the aggregate consideration

payable by the

Optionholder(s) will be

HK$72,000,000, being the sum of the

consideration of HK$2,000,000 and the

maximum Call Price of HK$70,000,000.

Cash Settlement

:

in the event the VWAP for the Relevant Period is

less than HK$0.41 per REMT Share, the

Optionholder(s) shall have the right but not the

obligation to request the Grantors to settle all or

a portion of the Call Option not yet transferred

by the Grantors to the Optionholder(s) by cash payment to the Optionholder(s) at the price of HK$0.06 per Option Share.

For the avoidance of doubt, if the Optionholder(s) exercises this cash settlement right with respect to all of the Call Option before any portion of the Call Option has been exercised, the aggregate cash settlement amount shall be HK$12,000,000.

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No sale or encumbrance

:

The Grantors shall not transfer, sell, give, assign,

pledge, encumber any Option Share(s) without

the prior written consent of Mega Prime.

Transferability

:

The parties' rights and obligations in the Call

Option Agreement shall not be assignable to any

other party without the prior written consent of

the other party, except that the Optionholder(s)

may freely assign its rights and obligations to its

Affiliate(s) provided that the Optionholder(s)

gives written notice of the details of the

assignment to the Grantors prior to such

assignment. Any purported assignment without

such consent or notice shall be void and without

effect.

The terms of the Call Option Agreement shall be

binding upon and inure to the benefit of the

parties and their respective successors and

assigns.

Any direct or indirect transfer by the

Optionholder(s) of its interest in the Option

Shares shall be deemed to be an assignment of its

rights under the Call Option Agreement.

Termination

:

The Call Option Agreement may be terminated,

among others, as follows:

(i) by mutual written consent of the parties

hereto at any time prior to the Option Effective Date; or

(ii) automatically on 1 January 2020, if Mega Prime fails to pay the consideration of HK$2,000,000 to Ming Xin.

Reasons for the grant of Call Option

The Company is an investment holding company which is principally engaged in fertiliser business, magnesium product business and metallurgical flux business.

A consideration of HK$2,000,000 will be payable to Ming Xin pursuant to the Call Option Agreement. Assuming the Call Option is exercised in full, Ming Xin expects to receive approximately HK$72,000,000, being the sum of the consideration of HK$2,000,000 and the maximum Call Price of HK$70,000,000. The Company and Ming Xin intend to apply the proceeds as general working capital for the Group.

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In light of the above, the Board considers that the terms of the Call Option Agreement (i) were entered into on normal commercial terms following arm's length negotiations among the Company, Ming Xin and Mega Prime; (ii) are fair and reasonable; and (iii) are in the interests of the Company and its Shareholders as a whole.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules exceed 5% and are below 25%, the Call Option Agreement constitutes a discloseable transaction for the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

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DEFINITIONS

In this announcement, unless the context otherwise requires, the following words and expressions shall have the following meanings ascribed to them:

"Affiliate"

(a) in the case of a Person other than a natural

person, any other Person that directly or indirectly

controls, is controlled by or is under common

control with the Optionholder; or (b) in the case of

a natural person, any other Person that directly or

indirectly is controlled by the Optionholder or is a

relative of the Optionholder

"Board"

the board of Directors

"Call Notice"

the notice exercising the Call Option in the form

prescribed in the Call Option Agreement

"Call Option"

the call option to be granted by the Grantors to

Mega Prime pursuant to the Call Option Agreement

entitling the Optionholder(s) to acquire up to

200,000,000 REMT Shares at Exercise Price

"Call Option Agreement"

the call option agreement entered into between the

Grantors and Mega Prime as optionee dated 13

December 2019 in relation to the grant of Call

Option and exercise of Call Option

"Call Price"

in respect of any Call Notice, the product of (x) the

Exercise Price multiplied by (y) the number of

Option Share(s) set forth in such Call Notice

"Company"

Century Sunshine Group Holdings Limited, a

company incorporated in the Cayman Islands with

limited liability, the issued shares of which are

listed on the Main Board of the Stock Exchange

(Stock Code: 509)

"connected person(s)"

has the meaning ascribed thereto in the Listing

Rules

"Director(s)"

the director(s) of the Company

"Exchange Business Day"

any day on which the Stock Exchange is scheduled

to be open for trading for its regular trading

sessions

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"Exercise Price"

HK$0.35 per REMT Share

"Grantors"

the Company and Ming Xin, each a "Grantor"

"Group"

the Company and its subsidiaries

"Independent Third

party(ies) which is/are not connected person(s) (as

Party(ies)"

defined under the Listing Rules) of the Company

and is/are independent of the Company and its

connected persons

"Listing Rules"

the Rules Governing the Listing of Securities on

the Stock Exchange

"Mega Prime"

Mega Prime Development Limited, a company

incorporated in the British Virgin Islands with

limited liability, and an Independent Third Party

"Ming Xin"

Ming Xin Developments Limited, a company

incorporated in the British Virgin Islands with

limited liability, a substantial shareholder of

REMT, and an indirect wholly-owned subsidiary of

the Company as at the date of this announcement

"Optionholder(s)"

registered holder(s) of the Call Option from time to

time

"Option Effective Date"

the date on which Mega Prime pays the

consideration of HK$2,000,000 to Ming Xin

pursuant to the Call Option Agreement

"Option Period"

from (and including) the Option Effective Date to

(and including) the third anniversary of the Option

Effective Date

"Option Share(s)"

200,000,000 REMT Shares to be acquired by the

Optionholder(s) from the Grantors upon the

exercise of Call Option

"Person"

any individual, firm, corporation, partnership,

trust, incorporated or unincorporated association,

joint venture, joint stock company, limited liability

company, governmental authority or other entity of

any kind

"Relevant Period"

the last twenty (20) Exchange Business Days in the

year of 2020

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"REMT"

Rare Earth Magnesium Technology Group

Holdings Limited, a company incorporated in

Bermuda with limited liability, the issued shares of

which are listed on the Main Board of the Stock

Exchange (Stock Code: 601), an indirect

non-wholly owned subsidiary of the Company

"REMT Share(s)"

ordinary share(s) of a par value of HK$0.10 each in

the share capital of REMT

"Shareholder(s)"

holder(s) of the share(s) of HK$0.02 each in the

share capital of the Company

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"substantial shareholder"

has the meaning ascribed thereto in the Listing

Rules

"VWAP"

with respect to the REMT Share(s), the quotient,

the numerator of which is the total value of the

REMT Share(s) traded during the Relevant Period

and the denominator is the total volume traded

during the Relevant Period

"HK$"

Hong Kong dollars, the lawful currency of Hong

Kong from time to time

"%"

per cent.

By order of the Board

Century Sunshine Group Holdings Limited

Chi Wen Fu

Chairman

Hong Kong, 13 December 2019

As at the date of this announcement, the directors of the Company are:

Executive directors

:

Mr. Chi Wen Fu, Mr. Shum Sai Chit and Mr. Chi Jing Chao

Non-executive director

:

Mr. Guo Mengyong

Independent non-executive

:

Mr. Cheung Sound Poon, Mr. Sheng Hong and

directors

Mr. Lau Chi Kit

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Century Sunshine Group Holdings Limited published this content on 13 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 December 2019 13:35:04 UTC