MAN SANG INTERNATIONAL LIMITED (Incorporated in Bermuda with limited liability)

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1 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. THE DISPOSAL MAN SANG INTERNATIONAL LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 938) DISCLOSEABLE AND CONNECTED TRANSACTION IN RESPECT OF THE PROPOSED DISPOSAL OF 100% INTEREST IN A WHOLLY-OWNED SUBSIDIARY The Board announces that on 3 February 2016 (after trading hours of the Stock Exchange), the Vendor, a direct wholly-owned subsidiary of the Company, the Purchaser and Mr. Cheng entered into the Agreement, pursuant to which (i) the Vendor has conditionally agreed to sell and the Purchaser has conditionally agreed to purchase the Sale Interest at a Consideration of approximately HK$184.6 million, comprising cash consideration of HK$65.0 million for the sale and purchase of the Sale Shares and assumption of the Sale Loan owed or incurred by the Target Company to the Vendor on Completion subject to the terms and conditions of the Agreement; and (ii) Mr. Cheng agreed to provide, inter alia, an unconditional and irrevocable guarantee in favour of the Vendor the due and punctual performance of the Guaranteed Obligations and if the Purchaser fails to perform any of its Guaranteed Obligations when due, Mr. Cheng shall perform or procure the performance of such Guaranteed Obligation immediately on the Vendor s written demand. The Target Company is an indirect wholly-owned subsidiary of the Company and the Properties are owned by the Target Company Group. Upon Completion, the Group will cease to have any interest in the Target Company Group. LISTING RULES IMPLICATIONS Pursuant to Chapter 14 of the Listing Rules, as more than one of the applicable percentage ratios (as defined in Rule of the Listing Rules) in respect of the Disposal exceed 5% but all of the ratios are less than 25%, the Disposal constitutes a discloseable transaction for the Company and is subject to the reporting and announcement requirements under the Listing Rules. 1

2 To the best of the Directors knowledge, information and belief, having made all reasonable enquiries, as at the date of this announcement, Mr. Cheng is the ultimate controlling Shareholder. Accordingly, Mr. Cheng is a connected person of the Company. Mr. Cheng is also the sole director of the Purchaser and is entitled to control the exercise of more than 30% of the voting power at the Purchaser. Therefore, the Purchaser is an associate of a connected person of the Company, and thus a connected person of the Company under Chapter 14A of the Listing Rules. As such, the Disposal also constitutes a connected transaction of the Company. As more than one of the applicable percentage ratios calculated pursuant to Rule of the Listing Rules in respect of the Disposal exceed 5% but all of the ratios are less than 25%, the Disposal is, in addition to the reporting and announcement requirements, subject to the Independent Shareholders approval requirement under Chapter 14A of the Listing Rules. GENERAL The SGM will be convened for the purpose of considering and if thought fit, approving the Disposal. The Company has established an Independent Board Committee to advise the Independent Shareholders as to whether the Disposal is fair and reasonable and in the interests of the Company and the Independent Shareholders as a whole. None of the members of the Independent Board Committee has any interest or involvement in the transactions contemplated under the Agreement. The IFA has also been appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Disposal. A circular containing, among other things, (i) details of the Agreement and the Disposal contemplated thereunder; (ii) the recommendation from the Independent Board Committee to the Independent Shareholders in relation to the Agreement and the Disposal contemplated thereunder; (iii) a letter of advice from the IFA to the Independent Board Committee and the Independent Shareholders; (iv) valuation report of the Properties; and (v) a notice of the SGM is expected to be despatched to the Shareholders on or before 29 February INTRODUCTION The Board announces that on 3 February 2016 (after trading hours of the Stock Exchange), the Vendor, the Purchaser and Mr. Cheng entered into the Agreement, pursuant to which (i) the Vendor has conditionally agreed to sell and the Purchaser has conditionally agreed to purchase the Sale Interest at a Consideration of approximately HK$184.6 million, comprising cash consideration of HK$65.0 million for the sale and purchase of the Sale Shares and assumption of the Sale Loan owed or incurred by the Target Company to the Vendor on Completion subject to the terms and conditions of the Agreement; and (ii) Mr. Cheng agreed to provide, inter alia, an unconditional and irrevocable guarantee in favour of the Vendor the due and punctual performance of the Guaranteed Obligations and if the Purchaser fails to perform any of its Guaranteed Obligations when due, Mr. Cheng shall perform or procure the performance of such Guaranteed Obligation immediately on the Vendor s written demand. 2

3 THE AGREEMENT Date : 3 February 2016 Parties Vendor : Man Sang Enterprise Limited, a direct wholly-owned subsidiary of the Company Purchaser Guarantor : Hua Yang Global Limited, a company wholly-owned by Mr. Cheng : Mr. Cheng To the best of the Directors knowledge, information and belief, having made all reasonable enquiries, as at the date of this announcement, Mr. Cheng is the ultimate controlling Shareholder. Accordingly, Mr. Cheng is a connected person of the Company. Mr. Cheng is also the sole director of the Purchaser and is entitled to control the exercise of more than 30% of the voting power at the Purchaser. Therefore, the Purchaser is an associate of a connected person of the Company, and thus a connected person of the Company under Chapter 14A of the Listing Rules. Subject Matters of the Disposal Pursuant to the Agreement, the assets to be disposed of would be the Sale Interest which consists of: (i) the Sale Shares being the entire issued share capital in the Target Company immediately before Completion; and (ii) the Sale Loan being all obligations, liabilities and debts owing or incurred by the Target Company to the Vendor on Completion as determined by the Completion Accounts whether actual, contingent or deferred and irrespective of whether or not the same is due and payable on Completion. The Target Company is an indirect wholly-owned subsidiary of the Company and the Properties are owned by the Target Company Group. Upon Completion, the Group would cease to have any interest in the Target Company Group. Each member of the Target Company Group would accordingly cease to be a subsidiary of the Company. The Consideration The Consideration will be payable by the Purchaser in the following manner: (i) HK$65.0 million being the total consideration payable to the Vendor for the sale and purchase of the Sale Shares and shall be payable in clear funds on Completion; and (ii) the total consideration payable to the Vendor for the sale and purchase of the Sale Loan shall be based on the Actual Amount as at the Completion Date and shall be paid to the Vendor in clear funds within ten (10) days of the date of determination of the Sale Loan. 3

4 Basis of Determination of the Consideration The total consideration for the Disposal was agreed between the Vendor and the Purchaser after arm s length negotiations on normal commercial terms with reference to (i) the consolidated financial position of the Target Company Group; and (ii) the preliminary valuation of the Properties in the amount of HK$186.8 million as at 31 December 2015, according to an independent valuation performed by an independent property valuer. The Directors (excluding the independent non-executive Directors who will give their view after receiving the advice from the IFA) consider that the Consideration is fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole. Conditions Precedent Completion of the Agreement and the transactions contemplated thereunder is conditional upon, among other things, the fulfillment (or waiver, as appropriate) of the following conditions: (i) the Company having obtained clearance of this announcement and circular(s) required to be issued by the Company under the Listing Rules and granted all approvals, if necessary, by the Stock Exchange in respect of all the transactions contemplated therein; (ii) the Company having complied with the relevant Listing Rules requirements including but not limited to the passing of the relevant resolution(s) by the Independent Shareholders at the SGM to approve the Agreement and the transactions contemplated therein; (iii) no event having occurred since the date of the Agreement to Completion, the consequence of which is to materially and adversely affect the financial position, business or property, results of operations or business prospects of the Target Company Group; (iv) the Vendor having obtained all reasonably relevant approvals, consents, licences and/or permits for the sale of the Sale Share and Sale Loan in respect of the Agreement and the transactions contemplated thereunder; and (v) all the representations, warranties and undertakings made by the Vendor and the Purchaser as at the date of the Agreement and the Completion Date are true, accurate and complete and not misleading at all times between the date of the Agreement and Completion. The conditions (i) and (ii) above are not waivable and the Purchaser may at any time waive in writing all or any of the conditions (iii), (iv) and (v) as set out above. In the event that any of the above conditions have not been fulfilled or waived by the Purchaser (except conditions (i) and (ii) which are not waivable) on or before 30 April 2016 (or such later date as the Vendor and the Purchaser may agree), the parties shall not be bound to proceed with the Disposal. 4

5 Completion Subject to the continuing fulfillment (or waiver, as appropriate) of the conditions precedent set out in the Agreement on or before 30 April 2016 (or such other date as the parties may agree), Completion shall take place at the Vendor s office at 11 a.m. (Hong Kong time) on the third Business Day after the fulfillment or waiver of the last of the conditions specified in the Agreement or at such other place or time as the parties shall agree. At Completion, the Vendor shall deliver or cause to be delivered to the Purchaser or the Purchaser s solicitors, among other things, the Deed of Assignment duly executed under seal by the Vendor, the Purchaser and the Target Company and the Purchaser shall pay to the Vendor the consideration for the Sale Shares and give a promissory note to the Vendor promising to pay the consideration for the Sale Loan within ten (10) days after determination of the Actual Amount as at the Completion Date based on the Completion Accounts. Guarantee and undertaking by Mr. Cheng In consideration of the Vendor entering into and performing the Agreement, Mr. Cheng has agreed to provide, inter alia, an unconditional and irrevocable guarantee in favour of the Vendor the due and punctual performance of the Guaranteed Obligations and if the Purchaser fails to perform any of its Guaranteed Obligations when due, Mr. Cheng shall perform or procure the performance of such Guaranteed Obligation immediately on the Vendor s written demand. FINANCIAL EFFECT OF THE DISPOSAL After taking into account the Consideration and the related transaction costs, it is estimated that a loss of approximately HK$1.6 million will be recorded. The principal business of the Group will remain the same after Completion. Following Completion, the financials of the Target Company Group will not be consolidated into those of the Company. REASONS FOR AND BENEFITS FROM THE DISPOSAL AND USE OF PROCEEDS The Group is principally engaged in the development, sales and leasing of properties. When the Company was first listed in 1997, the Group was engaged in the pearl and jewellery business, where the Target Company Group acquired the land, on which the Shenzhen Property (as defined below) is situated, and developed the Shenzhen Property as the base for the manufacturing of pearl and jewellery. Following the discontinuance of the Group s pearl and jewellery business as a result of a spin-off and separate listing of such business on the Stock Exchange in October 2014, the Group no longer carries on the pearl and jewellery business and hence the Shenzhen Property had become one of the Group s investment properties. 5

6 Management of the Group has been intending to transform the Shenzhen Property from industrial use to commercial/residential use in order to release the intrinsic value of the land on which the Shenzhen Property is located. However, it has come to the knowledge of the management of the Company that the land on which the Shenzhen Property is located has been re-designated within the boundaries of the ecological control line ( 基 本 生 態 控 制 線 ) introduced by the Urban Planning, Land & Resources Commission of Shenzhen Municipality ( 深 圳 市 規 劃 和 國 土 資 源 委 員 會 ) since 2005, and such re-designation would affect the land use right of the Shenzhen Property and hence prohibit the Shenzhen Property from any redevelopment or transformation, and as a result limiting any potential capital gain the Group would otherwise enjoy from redeveloping the Shenzhen Property. Management of the Group has had several rounds of negotiations with the relevant local government authorities regarding the potential development opportunities of the Shenzhen Property but has been advised that the re-designation of the land cannot be reversed and hence any kind of redevelopment would not be allowed. As such, it is expected the future fair value of the Shenzhen Property would gradually decline as the expiry of the Shenzhen Property s land use right in August 2041 is approaching. In consideration of the limitations on the future development and enhancement of value of the Shenzhen Property, management of the Group has been from time to time making enquiries for interested purchasers in the past few months. However, it failed to identify any parties who were interested in the Shenzhen Property. Mr. Cheng, being a controlling Shareholder, is willing to purchase the Shenzhen Property in order to release more flexibility in resources of the Group after Completion. In light of the above, the Company considers that the Disposal will enable the Group to realise the current value of the Shenzhen Property in cash, enhance the Company s cashflow position and provide additional capital resources for the Company to capture other investment opportunities as and when they arise. The net proceeds from the Disposal of approximately HK$183.0 million, after taking into account the related transaction costs of approximately HK$1.6 million, will be used by the Group for future potential investments and general working capital purposes. The Directors (excluding the independent non-executive Directors who will give their view after receiving the advice from the IFA) consider that the terms of the Agreement is fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole. INFORMATION ON THE TARGET COMPANY AND THE PROPERTIES The Target Company The Target Company is an investment holding company incorporated in Hong Kong with limited liability and an indirect wholly-owned subsidiary of the Company as at the date of this announcement. The Properties are owned by the Target Company Group. 6

7 Set out below is the unaudited financial information of the Target Company Group for the years ended 31 March 2014 and For the year ended 31 March 2015 HK$ 000 (Unaudited) For the year ended 31 March 2014 HK$ 000 (Unaudited) Revenue 43, ,277 Profit before taxation 3,044 30,880 Profit/(Loss) after taxation (371) 24,367 As at 31 December 2015, the unaudited consolidated net asset value of the Target Company Group was approximately HK$65.0 million, including an amount due to the Vendor of approximately HK$119.6 million. Note: An internal group reorganization was carried out during the year ended 31 March 2015 where certain subsidiaries, which were subsidiaries of the Target Company during the year ended 31 March 2014, had been transferred out of the Target Company Group as a result of such reorganization. For the purpose of this announcement, the figures presented for the year ended 31 March 2014 have been prepared on the basis that the results of the aforementioned deconsolidated subsidiaries were not included in the Target Group Company for comparison purpose. Furthermore, as disclosed under the section headed Reasons for and Benefits from the Disposal and Use of Proceeds above, the pearl and jewellery business has been spun-off from the Group since October Accordingly, the results of the pearl and jewellery business were included in the Target Company Group for the full year ended 31 March 2014 and six months up to September 2014 for the year ended 31 March For the Shareholders information, the rental revenue generated solely from the letting of the properties of the Target Company Group (i.e. excluding the revenue generated from the pearl and jewellery business which has been discontinued in October 2014) would be approximately HK$13.0 million and HK$14.8 million for the years ended 31 March 2014 and 2015, respectively. The Properties Set out below are the details of the Properties which are owned by the Target Company Group: (i) 27 blocks of Man Sang Industrial City (the Shenzhen Property ) Location: Min Sheng Main Road, Gong Ming Zhen, Bao An District, Shenzhen, Guangdong Province, the PRC Term of the Land Use Right: Expire on 31 August 2041 Type of Land Usage: Gross Floor Area: Industrial and dormitory usage 75, square meters 7

8 (ii) 24 units of Market Centre of Phase 1, China Pearls and Jewellery City Location: Shanxiahu Town, Zhuji, Zhejiang Province, the PRC Term of the Land Use Right: Expire on 21 August 2046 Type of Land Usage: Gross Floor Area: Commercial usage 1, square meters INFORMATION ON THE GROUP AND THE PURCHASER The Company is a company incorporated in Bermuda with limited liability and the Shares are listed and traded on the main board of the Stock Exchange. The Group is principally engaged in the development, sales and leasing of properties. The Purchaser is a company incorporated in BVI with limited liability. The Purchaser is principally engaged in investment holding and is wholly-owned by Mr. Cheng. LISTING RULES IMPLICATIONS Pursuant to Chapter 14 of the Listing Rules, as more than one of the applicable percentage ratios (as defined in Rule of the Listing Rules) in respect of the Disposal exceed 5% but all of the ratios are less than 25%, the Disposal constitutes a discloseable transaction for the Company and is subject to the reporting and announcement requirements under the Listing Rules. To the best of the Directors knowledge, information and belief, having made all reasonable enquiries, as at the date of this announcement, Mr. Cheng is the ultimate controlling Shareholder. Accordingly, Mr. Cheng is a connected person of the Company. Mr. Cheng is also the sole director of the Purchaser and is entitled to control the exercise of more than 30% of the voting power at the Purchaser. Therefore, the Purchaser is an associate of a connected person of the Company, and thus a connected person of the Company under Chapter 14A of the Listing Rules. As such, the Disposal also constitutes a connected transaction of the Company. As more than one of the applicable percentage ratios calculated pursuant to Rule of the Listing Rules in respect of the Disposal exceed 5% but all of the ratios are less than 25%, the Disposal is, in addition to the reporting and announcement requirements, subject to the Independent Shareholders approval requirement under Chapter 14A of the Listing Rules. GENERAL The SGM will be convened for the purpose of considering and if thought fit, approving the Disposal. The Company has established an Independent Board Committee to advise the Independent Shareholders as to whether the Disposal is fair and reasonable and in the interests of the Company and the Independent Shareholders as a whole. None of the members of the Independent Board Committee has any interest or involvement in the 8

9 transactions contemplated under the Agreement. The IFA has also been appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Disposal. A circular containing, among other things, (i) details of the Agreement and the Disposal contemplated thereunder; (ii) the recommendation from the Independent Board Committee to the Independent Shareholders in relation to the Agreement and the Disposal contemplated thereunder; (iii) a letter of advice from the IFA to the Independent Board Committee and the Independent Shareholders; (iv) valuation report of the Properties; and (v) a notice of the SGM is expected to be despatched to the Shareholders on or before 29 February DEFINITIONS In this announcement, the following expressions shall (unless the context otherwise requires) have the following meanings: Actual Amount the agreed amount of the Sales Loan by the Vendor and the Purchaser, following the preparation of the draft Completion Accounts as at the Completion Date Agreement the sale and purchase agreement dated 3 February 2016 entered into between the Vendor and the Purchaser in respect of, among other things, the sale and purchase of the Sale Interest in the Target Company associate(s) Board Business Day BVI Company has the meaning ascribed thereto under the Listing Rules the board of Directors A day (not being a Saturday or days on which a typhoon signal No. 8 or black rainstorm warning is hosted in Hong Kong at 10:00 a.m.) on which banks are generally open for general banking business in Hong Kong the British Virgin Islands Man Sang International Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed and traded on the main board of the Stock Exchange (stock code: 938) Completion Completion of the Disposal pursuant to the terms and conditions under the Agreement Completion Accounts the consolidated balance sheet of the Target Company Group made up as at the close of business on the Completion Date and the consolidated profit and loss account of the Target Company Group for the period from 1 April 2015 to the Completion Date, to be prepared and agreed by the parties in accordance with the terms of the Agreement 9

10 Completion Date connected person Consideration Deed of Assignment Director(s) Disposal Group the third Business Day after the fulfillment of the conditions precedent set out in the Agreement or such other date as agreed between the Vendor and the Purchaser has the meaning ascribed thereto under the Listing Rules consideration of the Disposal the deed of assignment in respect of the Sale Loan to be made between the Vendor, the Purchaser and the Target Company, subject to such amendments as the Vendor and the Purchaser may agree the director(s) of the Company the disposal of the Sale Interest pursuant to the terms and conditions of the Agreement the Company and its subsidiaries Guaranteed Obligation(s) the agreements, undertakings, guarantees, liability and obligations of the Purchaser pursuant to the Agreement HK$ Hong Kong IFA Independent Board Committee Independent Shareholder(s) Listing Rules Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC Messis Capital Limited, a licensed corporation to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), being the independent financial adviser appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Disposal an independent committee of the Board comprising all the independent non-executive Directors, namely Mr. Chan Cheong Tat, Mr. Kiu Wai Ming and Mr. Lau Chi Wah, Alex to consider and advise the Independent Shareholders with regard to the Disposal Shareholder(s) other than Mr. Cheng and his associates the Rules Governing the Listing of Securities on the Stock Exchange Mr. Cheng Mr. Cheng Chung Hing, the ultimate controlling Shareholder and the sole shareholder and sole director of the Purchaser PRC The People s Republic of China 10

11 Properties Purchaser Sale Interest Sale Loan means all the properties owned by the Target Company Group Hua Yang Global Limited, a company incorporated in BVI collectively, the Sale Shares and the Sale Loan all the obligations, liabilities and debts owing or incurred by the Target Company to the Vendor on Completion as determined by the Completion Accounts whether actual, contingent or deferred and irrespective of whether or not the same is due and payable on Completion and which as at the date of this announcement is approximately HK$119.6 million Sale Shares 1,001 shares in the issued share capital of the Target Company comprising 501 ordinary shares and 500 nonvoting deferred shares, representing the entire issued share capital of the Target Company immediately before Completion SGM Share(s) Shareholder(s) Stock Exchange the special general meeting of the Company to be convened for, among others, considering and if thought fit, approving the Disposal, the Agreement and the transactions contemplated thereunder the ordinary share(s) in the share capital of the Company shareholder(s) of the Company The Stock Exchange of Hong Kong Limited Target Company Man Sang Jewellery Company Limited, a company incorporated in Hong Kong with limited liability and an indirect wholly-owned subsidiary of the Company as at the date of this announcement Target Company Group Vendor the Target Company and its subsidiaries Man Sang Enterprise Limited, a company incorporated in BVI with limited liability and a direct wholly-owned subsidiary of the Company as at the date of this announcement % per cent By Order of the Board Man Sang International Limited Leung Alex Executive Director and Company Secretary Hong Kong, 3 February

12 As at the date of this announcement, the executive Directors are Ms. Cheng Ka Man, Carman, Mr. Cheng Sai, Mr. Cheung Kwok Wai, Elton, Mr. Lei Hong Wai and Mr. Leung Alex; the non-executive Director is Mr. Cheng Tai Po (Chairman); and the independent nonexecutive Directors are Mr. Chan Cheong Tat, Mr. Kiu Wai Ming and Mr. Lau Chi Wah, Alex. 12

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