Man Sang Holdings, Inc. Announces Stockholders' Meeting Date
August 04 2009 - 10:54AM
Marketwired
Man Sang Holdings, Inc. ("Man Sang Nevada") (NYSE Amex: MHJ), a
Nevada corporation, announced that its previously announced special
meeting of stockholders will be held at 10:00 a.m. (Hong Kong time)
on August 25, 2009 at the offices of Man Sang Holdings, Inc., Suite
2208-14, 22/F, Sun Life Tower, The Gateway, 15 Canton Road,
Tsimshatsui, Kowloon, Hong Kong SAR. At the special meeting, Man
Sang Nevada's stockholders will consider a proposal to approve the
dissolution and liquidation of Man Sang Nevada and the adoption of
the agreement and plan of liquidation, in order to change its place
of incorporation from Nevada to the British Virgin Islands.
The reorganization will be effected through the dissolution and
liquidation of Man Sang Nevada pursuant to the terms of an
agreement and plan of liquidation entered into with Man Sang
International (B.V.I.) Limited ("Man Sang BVI"), an international
business company incorporated in the British Virgin Islands and a
wholly owned subsidiary of Man Sang Nevada. Under the agreement and
plan of liquidation, Man Sang Nevada will be dissolved and
liquidated and, at the effective time of the liquidation, Man Sang
Nevada will distribute, on a share-for-share basis, 6,382,582
ordinary shares and 100,000 preferred shares of Man Sang BVI to its
existing stockholders.
The dissolution and liquidation of Man Sang Nevada will result
in the elimination of Man Sang Nevada as the holding company of our
group, the number of Man Sang BVI ordinary shares and preferred
shares to be held by stockholders of Man Sang Nevada will be the
same as the number of shares of Man Sang Nevada common stock and
preferred stock such shareholders hold immediately prior to the
completion of the dissolution and liquidation, and Man Sang Nevada
stockholders' relative economic ownership and voting rights will
remain unchanged.
Under Nevada law, the dissolution and liquidation requires the
affirmative vote of holders representing a majority of voting power
of Man Sang Nevada's outstanding shares of common stock and Series
A preferred stock entitled to vote. On August 3, 2009, the
principal stockholders of Man Sang Nevada, Cheng Chung Hing, Ricky,
Cheng Tai Po and entities affiliated with them, owned approximately
3,437,501 outstanding shares of Man Sang Nevada common stock and
100,000 outstanding shares of Man Sang Nevada preferred stock,
which together represent the votes of 6,628,726 shares of Man Sang
Nevada common stock, or 69.2% of the total voting power of Man Sang
Nevada common stock and Series A preferred stock. The principal
stockholders have agreed to vote their shares in favor of the
dissolution and liquidation of Man Sang Nevada and the adoption of
the agreement and plan of liquidation. The principal stockholders
own sufficient numbers of shares of Man Sang Nevada common stock
and preferred stock to approve the dissolution and liquidation of
Man Sang Nevada and the adoption of the agreement and plan of
liquidation.
In addition to stockholder approval, the reorganization is
subject to other conditions specified in the agreement and plan of
liquidation.
Man Sang BVI intends to apply to list its ordinary shares on the
NYSE Amex stock exchange under the same symbol as Man Sang Nevada,
effective upon the dissolution and liquidation of Man Sang Nevada.
The preferred shares of Man Sang BVI will remain unlisted.
Notice of the special meeting and a proxy statement/prospectus
describing the dissolution and liquidation reorganization will be
mailed on or about August 4, 2009 to Man Sang Nevada's stockholders
of record on July 27, 2009. Man Sang BVI has filed a registration
statement on Form F-4, containing a proxy statement/prospectus,
with the U.S. Securities and Exchange Commission ("SEC"). This
registration statement is available for free at the SEC's website,
www.sec.gov. When finalized, these documents will be available at
no charge at the SEC's website and at Man Sang Nevada's website,
www.man-sang.com.
This announcement does not constitute an offer of securities for
sale, or an offer or an invitation to purchase any securities. When
the registration statement and the related proxy
statement/prospectus are finalized, investors should read these
documents carefully before making a decision concerning the
proposed dissolution and liquidation reorganization because these
documents will contain important information that investors should
consider. The final proxy statement/prospectus will be mailed to
stockholders of Man Sang Nevada.
Man Sang Nevada and its respective officers and directors may be
deemed to be participants in the solicitation of proxies from Man
Sang Nevada stockholders in favor of the dissolution and
liquidation reorganization. Information about the executive
officers and directors of Man Sang Nevada and their ownership of
Man Sang Nevada common stock and preferred stock will be set forth
in the proxy statement/prospectus included in the registration
statement on Form F-4 filed with the SEC. Investors may obtain more
detailed information regarding the direct and indirect interests of
Man Sang Nevada and its executive officers and directors in the
dissolution and liquidation reorganization by reading the proxy
statement/prospectus regarding the dissolution and liquidation
reorganization.
ABOUT MAN SANG HOLDINGS, INC.
Man Sang Holdings, Inc. is principally engaged through
subsidiaries in the purchasing, processing, assembling,
merchandising and wholesale distribution of pearls, pearl jewelry
products and jewelry products. In addition, Man Sang Holdings,
Inc., through its subsidiaries, owns and operates commercial real
estate for lease and sale in Hong Kong and the People's Republic of
China.
This press release contains forward-looking statements
concerning, among other things, Man Sang Nevada's prospects for its
operations and the successful completion of the agreement and plan
of liquidation and change in place of incorporation, which are
subject to a number of risks, uncertainties and assumptions. These
risks and uncertainties, which are more fully described in Man Sang
Nevada's reports filed with the SEC, include Man Sang Nevada's
ability to consummate the liquidation, its ability to realize the
expected benefits of the liquidation and the change in place of
incorporation within the expected timeframe, or at all, costs or
difficulties related to the liquidation, the change in place of
incorporation and related transactions, which could be greater than
expected, the tax treatment of the liquidation, the availability,
terms and cost of funding for its operations and development
projects, materially adverse changes in international economic,
market and political conditions, especially in Europe and the
United States and elsewhere where its customers are located, which
would reduce discretionary spending on luxury goods, the impact of
current, pending and future legislation, regulation and regulatory
and legal actions, and changes in tax and other laws affecting the
agreement and plan of liquidation and Man Sang Nevada's business.
Man Sang Nevada disclaims any obligation to update or revise
statements contained in these materials based on new information or
otherwise.
CONTACT: Man Sang Holdings, Inc. Mr. Martin Pak Phone: (852)
2317 9888 E-mail: Email Contact The Altman Group Patricia
Baronowski Email Contact
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