Century Sunshine Group Holdings Limited (SUNSHINE) disclosed that its 40.00%-owned subsidiary, Rare Earth Magnesium Technology Group Holdings Limited (REMT), has signed a placing agreement with Tiger Faith Securities on 21 August 2026.
Key Transaction Terms • Size: Up to 96.00 million new REMT shares, equating to 16.20% of REMT’s current issued share capital and 13.94% post-placement. • Price: HK$0.05 per share, representing discounts of 19.35% to the 21 August close (HK$0.062) and 18.57% to the five-day average (HK$0.0614). • Proceeds: Gross HK$4.80 million; net HK$4.50 million (net issue price HK$0.047) after 3% placing commission and related expenses. • Use of Funds: 50% audit and professional fees, 30% staff costs, 20% settlement of trade and other payables. • Listing approval from the Hong Kong Stock Exchange is the sole condition precedent; long-stop date is 11 September 2026.
Shareholding Impact Assuming full placement, Century Sunshine’s indirect interest will decline from 40.00% (237.05 million shares) to 34.43%, a 5.57 percentage-point dilution. REMT will remain a consolidated, non-wholly-owned subsidiary; the transaction will be treated as an equity movement with no gain or loss recognised in Century Sunshine’s accounts.
Regulatory Classification The dilution constitutes a deemed disposal under Listing Rule 14.29. With applicable percentage ratios exceeding 5% but below 25%, it is classified as a discloseable transaction, requiring announcement but not shareholder approval.
Financial Snapshot of REMT (audited) As at 31 Dec 2025: • Total assets: HK$0.85 billion • Total liabilities: HK$0.21 billion • Net assets: HK$0.64 billion
FY 2025 vs. FY 2024: • Revenue: HK$0.20 billion (2024: HK$0.24 billion) • Loss after tax: HK$0.32 billion (2024: HK$0.41 billion)
Rationale REMT’s board views the placement as a cost-effective capital-raising exercise that broadens its shareholder base and improves liquidity without incurring debt. Century Sunshine’s board concurs that the terms are fair and reasonable and align with the interests of both companies’ shareholders.