Mayer : PERIODIC ANNOUNCEMENT (in PDF)

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.

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1116)

PERIODIC ANNOUNCEMENT

This periodic announcement is made by Mayer Holdings Limited (the "Company") pursuant to Rule 13.24A of the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange").

Reference is made to the announcements (the "Announcements") of the Company dated 30 March 2015, 1 April 2015, 22 May 2015, 30 June 2015, 31 July 2015, 31 August 2015, 30

September 2015, 30 October 2015, 1 December 2015, 31 December 2015, 1 February 2016,

29 February 2016, 31 March 2016, 3 May 2016, 31 May 2016, 30 June 2016, 29 July 2016,

31 August 2016, 30 September 2016, 31 October 2016, 30 November 2016 and 29 December 2016 respectively in relation to the Update on the Status of Resumption, Delay in Publication of the Outstanding Financial Results, Business and Litigation.

Capitalized terms used herein shall bear the same meanings as defined in the Announcements unless otherwise stated.

UPDATE ON THE STATUS OF RESUMPTION

Trading in the Shares on the Stock Exchange has been suspended from 9:00 a.m. on 9 January 2012. The Stock Exchange has placed the Company in the second delisting stage on 24 November 2016. The Company has engaged legal consultants and a financial adviser to address the matters in respect of the resumption of trading of the Shares on the Stock Exchange.

DELAY IN PUBLICATION OF THE OUTSTANDING FINANCIAL RESULTS

Due to (i) the delay in publication of the Outstanding Financial Results caused by the old Board; (ii) the Change of the Board which took place on 9 October 2014; and (iii) the current management of Guangzhou Mayer remains un-cooperative with the Board, the Company is unable to publish and despatch the annual results and annual reports of the Group for the respective years ended 31 December 2014 and 31 December 2015, and also unable to publish and despatch interim results and interim reports of the Group for the six months ended 30 June 2015 and 30 June 2016 respectively pursuant to the Listing Rules.

* For identification purposes only

The Auditor has completed the audit works on the Company (exclusion of the principal subsidiary of the Company, Guangzhou Mayer) for the four financial years ended 31 December 2014. The Auditor has also completed the audit works on Dan Tien Port for the same period subject to the major issues be confirmed and verified. The Auditor pointed out the major issues, (i) the fair value of the construction in progress and the fair value of the project at the date of acquisition and as at each accounting dates to ascertain whether impairment shall be considered; (ii) respective legal opinions on the sustainability of the project in Vietnam and the Claim (HCA64/2012) in Hong Kong; and (iii) the management cash flow forecast on the Dan Tien Port project and how the project is financed until it starts to provide income, i.e. the going concern issue. Pending the clarification of the major issues, the Auditor is able to issue an auditor report at the level of subsidiary of the Company.

The current management of Guangzhou Mayer remains un-cooperative with the Board. In this regard, many actions have been taken by the Group to resume control over Guangzhou Mayer in the past two years. On 17 December 2015, Guangzhou Administration for Industry and Commerce ("GAIC") has notified Guangzhou Mayer that its filings of the changes (the "Filings of the Changes") in respect of, among others, unauthorized alterations of the Articles of Association of Guangzhou Mayer made on 30 May 2014 and 30 September 2014 respectively have been revoked (the "Revocation Notice"). Following the Administrative Reconsideration filed by Guangzhou Mayer with Guangdong Province Administration for Industry and Commerce ("GPAIC") against the Revocation Notice, GPAIC has reviewed the Administrative Reconsideration and decided to uphold the Revocation Notice on 19 April 2016.

On 29 December 2016, Bamian, being the third party, was notified that Guangzhou Railway Transportation Court First (the "Court First") upholds the decisions of GPAIC and GAIC in respect of the Revocation Notice and dismisses Guangzhou Mayer's claim against GPAIC and

GAIC under the action of administrative litigation number ((2016)粵7101行初1283號). On 9

January 2017, Guangzhou Mayer lodged an appeal with Guangzhou Railway Transportation Intermediate Court against the judgement of the Court First.

In addition, Bamian has further requested Guangzhou Economic and Technological Development Zone, Guangzhou High-tech Industrial Development Zone, Guangzhou Export Processing Zone, and Guangzhou Free Trade Zone of the Management Committee (collectively, the "Management Committee") to revoke the Filings of the Changes too. Bamian has further urged the Management Committee to revoke the Filings of the Changes upon GPAIC decided to uphold the Revocation Notice being valid. As the Court First has dismissed Guangzhou Mayer's claim against GPAIC and GAIC, Bamian further urged the Management Committee and Guangzhou Development District Investment Promotion Bureau to carry out a review and investigate the Filings of Changes as soon as possible.

Currently the valid of the Articles of Association of Guangzhou Mayer could not be restored to the version prior to the unauthorized alteration made by Guangzhou Mayer on 30 May 2014 unless the Management Committee also revokes the Filings of the Changes.

Nevertheless, Bamian officially issued to the board of Guangzhou Mayer a notice requisitioning an extra-ordinary general meeting (the "EGM") pursuant to the Articles of Guangzhou Mayer on 1 December 2016. Due to Guangzhou Mayer ignores the notice, Bamian officially issued to the other shareholders of Guangzhou Mayer notices convening the EGM pursuant to the Company Law of China and Articles of Guangzhou Mayer on 3 January 2017 and 9 January 2017 and the date the EGM has been fixed on 14 February 2017.

BUSINESS

Dan Tien Port, Vietnam

The Company indirectly holds 87.5% equity interests in Good Wishes Investment Limited, a subsidiary of the Company incorporated in Hong Kong, which in turn holds 80% equity interest in Dan Tien Port. The Group's effective interest in Dan Tien Port is 70%. Dan Tien Port is licensed with the Certificate of Investment (with a 50 years term commencing from 27 June 2003) by the People's Committee of Quang Ninh Province, Vietnam to develop and carry out the Port Business and Property Business in Vietnam. Pending for further consideration, resumption of business development of the port project is yet to be determined.

Guangzhou Mayer, the PRC

The Company indirectly holds 81.4% equity interest in Guangzhou Mayer through Bamian Investments Pte Ltd., a direct wholly-owned subsidiary of the Company incorporated in Singapore. The Group's effective interest in Guangzhou Mayer is 81.4%. Guangzhou Mayer is principally engaged in manufacturing and trading of steel pipes, steel sheets and other metal products.

Other Business

The Company and its subsidiaries are aggressively seeking new investment opportunities in order to diversify the Group's business.

LITIGATION

The Company has taken legal actions to resume management control over Guangzhou Mayer in Singapore, the PRC and Hong Kong respectively. Brief descriptions of the relevant material ongoing legal actions in relation to Guangzhou Mayer are as follows:-

Singapore: HC/S 320/2015

On 6 April 2015, Bamian issued a writ of summons in the High Court of the Republic of Singapore against two former directors of Bamian, Mr. Lo Haw (is also the sole legal representative and the chairman of the board of directors of Guangzhou Mayer) and Mr. Wu Kuo-Lung (was also the director of Guangzhou Mayer before he passed away on 10 April 2015), for breach of their directors' duties leading to unauthorized amendments made to the Articles of Association of Guangzhou Mayer on 30 May 2014 and 30 September 2014 respectively. The court hearing will be held during the period from 28 March 2017 to 7 April 2017.

The PRC: (2015)穗蘿法 民二初字第 300 號 &（2016）粵 01 民終 9114 號

On 11 May 2015, Bamian issued a writ of summons in the People's Court of Guangzhou Luogang District in the PRC against Guangzhou Mayer claiming for the dispute in respect of the Shareholders' Right to Know under an action number (2015)穗蘿法民二初字第 300 號.

The hearings for the claim have been held by the People's Court of Guangzhou Huangpu District (the "Court of Huangpu") on 1 December 2015 and 24 February 2016 respectively. On 25 March 2016, judgement (the "Judgement of First Trial") for Bamian has been made by the Court of Huangpu. On 21 April 2016, Guangzhou Mayer has lodged an appeal with the Intermediate People's Court of Guangzhou (the "I.P. Court of GZ") against the Judgement of

First Trial. Bamian has also lodged an appeal for clarification of the content of the Judgement of First Trial with the I.P. Court of GZ on 22 April 2016. The appeals have been accept by the

I.P. Court of GZ under an action numbe（r

2016）粵 01 民終 9114 號 (the "Second Trial"), on

20 June 2016. The appeal hearing was heard by the I.P. Court of GZ on 2 September 2016. Final judgment (the "Final Judgement") was handed down on 6 December 2016 dismissing the appeals and upholding the Judgement of First Trial. Pursuant to the Final Judgement, Guangzhou Mayer must provide Bamian the articles of association, records of the shareholders' meetings, minutes of the board meetings, minutes of the board of the supervisors' meetings, financial reports and all accounting records of Guangzhou Mayer for inspection and making copies at the premises of Guangzhou Mayer within two months commencing from 22 December 2016.

Hong Kong: HCA_1994 of 2016

Reference is made to the announcement of the Company dated 1 August 2016, on 29 July 2016 the Company has taken the legal action against five directors of Guangzhou Mayer including Lo Haw (the 1st Defendant), Wu Li Fu Mei (the personal representative of Wu Kuo Lung, the Deceased (the former director of Guangzhou Mayer), the 2nd Defendant), Shen Heng Chiang (the 3rd Defendant), Huang Yu Chi (the 4th Defendant) and Shen Chin An (the 5th Defendant) in Hong Kong, claiming for a conspiracy to usurp the absolute controlling and operation management rights of the Company over Guangzhou Mayer during the year of 2014 through conducting a series of actions, breaching the integrity and duties as the directors and agents.

The Company is also involved in the following material litigation:-

Hong Kong: the Claim (HCA 64/2012)

Reference is made to the announcements of the Company dated 16 January 2012, 9 March 2012, 5 April 2012, 3 October 2012, 31 December 2013, 8 October 2014 and 30 March 2015 in respect of the Claim, the Board will seek further legal advice before making a final decision in respect of the Claim.

However, in view of the circumstances stated therein, the Company has been in preliminary discussion with representatives of the counterparty in view of reaching into standstill. Should any material development in this regard, the Company will make further announcement(s) as and when appropriate.

Cayman Islands: the Appeal (CICA No.: 21 of 2014)

Reference is made to the announcements of the Company dated 11 August 2014, 23 September 2014, 8 October 2014, 19 January 2015, 30 March 2015, 22 May 2015 and 30 June 2015 respectively, among others, in relation to the Winding-Up Petition and the Appeal. The first hearing for the Appeal was held by the Court of Appeal of the Cayman Islands on 5 and 6 May 2015. The Company received a sealed court order on 17 June 2015. Further reference is made to the announcements of the Company dated 22 June 2015 and 10 August 2015 in relation to the Court Order and the Poll Results of the Extraordinary General Meeting of the Company respectively. The next hearing date is yet to be determined.