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.
MAN SANG INTERNATIONAL LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 938)
(i) POLL RESULTS OF THE SPECIAL GENERAL MEETING HELD ON 13 JANUARY 2015;
AND
(ii) LAPSE OF OPEN OFFER
POLL RESULTS OF THE SGM
The Board announces that at the SGM held on 13 January 2015, the Resolution was not passed by the Independent Shareholders by way of poll.
LAPSE OF OPEN OFFER
As disclosed in the Announcement and the Circular, the Open Offer is conditional upon, among others, the approval by the Independent Shareholders of the Open Offer (in respect of the Arrangement) by way of poll at the SGM. As the Arrangement was not approved by the Independent Shareholders at the SGM, the Underwriting Agreement will not become unconditional and the Open Offer will not proceed based on the conditions of the Underwriting Agreement as set out in the Circular. Accordingly, the Prospectus Documents will not be despatched, and the expected timetable for the Open Offer, the associated trading arrangements and book close arrangement as set out in the Circular will not come into effect.
Shareholders and potential investors should exercise caution when dealing in the
Shares.
Reference is made to the announcement of the Company dated 5 December 2014 (the
''Announcement''), the circular (the ''Circular'') and the notice of the special general meeting (the ''Notice'') of Man Sang International Limited (the ''Company'') both dated 24
December 2014 in relation to the Open Offer. Capitalised terms used herein shall have the same meanings as defined in the Circular unless the context requires otherwise.
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POLL RESULTS OF THE SGM
The Board announces that at the SGM held on 13 January 2015, the ordinary resolution as set out in the Notice (the ''Resolution'') was not passed by the Independent Shareholders by way of poll.
The vote-taking at the SGM was scrutinised by Tricor Secretaries Limited, the Company's branch share registrar in Hong Kong. The poll results in respect of the Resolution are as follows:
ORDINARY RESOLUTION | Number of Shares represented by votes cast (%) | |
ORDINARY RESOLUTION | FOR AGAINST | |
To approve the Arrangement as detailed in the Notice. | 8,770,112 (6.83%) | 119,694,928 (93.17%) |
The full text of the Resolution was set out in the Notice.
As at the date of the SGM, the total number of issued Shares was 1,331,605,815 Shares. Mr. Cheng, Rich Men and their respective associates who have a material interest in the Arrangement were required to abstain, and have abstained, from voting at the SGM. As at the date of the SGM, Mr. Cheng and Rich Men together held 810,555,108 Shares, representing approximately 60.87% of the existing total issued share capital of the Company. Other than Mr. Cheng and Rich Men, no other Shareholder was required to abstain from voting at the SGM. The total number of Shares held by the Independent Shareholders who were entitled to attend and vote for or against the Resolution at the SGM was 521,050,707
Shares.
As less than 50% of the votes were cast in favour of the Resolution, the Resolution was not passed by the Independent Shareholders as an ordinary resolution of the Company.
LAPSE OF OPEN OFFER
As disclosed in the Announcement and the Circular, the Open Offer is conditional upon, among others, the approval by the Independent Shareholders of the Open Offer (in respect of the Arrangement) by way of poll at the SGM. As the Arrangement was not approved by the Independent Shareholders at the SGM, the Underwriting Agreement will not become unconditional and the Open Offer will not proceed based on the conditions of the Underwriting Agreement as set out in the Circular. Accordingly, the Prospectus Documents will not be despatched, and the expected timetable for the Open Offer, the associated trading arrangements and book close arrangement as set out in the Circular will not come into effect.
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Shareholders and potential investors should exercise caution when dealing in the Shares.
By order of the Board
Man Sang International Limited
Leung Alex
Executive Director and Company Secretary
Hong Kong, 13 January 2015
As at the date of this announcement, the executive Directors are Mr. Cheng Sai, Mr. Leung Alex and Ms. Cheng Ka Man, Carman; the non-executive Director is Mr. Cheng Tai Po (Chairman); and the independent non-executive Directors are Mr. Kiu Wai Ming and Mr. Lau Chi Wah, Alex.
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