Selling, General and Administrative
Expenses
SG&A expenses decreased by HK$7.7
million, or 29.0%, from HK26.5 million for the three months ended June 30, 2008
to HK$18.8 million for the three months ended June 30, 2009. The decrease was
mainly due to a decrease of HK$4.1 million in allowance for doubtful debts, from
HK$44.2 million for the three months ended June 30, 2008, to HK$40.1 million for
the three months ended June 30, 2009, primarily due to a recovery of HK$3.3
million in customer accounts associated with China Pearl & Jewellery City
for which the provision for doubtful debts had been provided in prior years. The
decrease was also due to a decrease f HK$3.0 million in advertising and
promotional costs associated with China Pearl and Jewellery City.
Our SG&A expenses, as a percentage
of net sales, increased from 29.6% for the three months ended June 30, 2008 to
38.6% for the three months ended June 30, 2009.
Interest Income
Interest income decreased by HK$2.0
million, or 79.0%, from HK$2.5 million for the three months ended June 30, 2008
to HK$0.5 million for the three months ended June 30, 2009. The decrease was
primarily due to a decrease in interest rates during the three months ended June
30, 2009 when compared to the same period in 2008.
Income Tax Expense
Income tax expense decreased by HK$2.3
million, or 73.5%, from HK$3.2 million for the three months ended June 30, 2008
to HK$0.8 million for the three months ended June 30, 2009. The decrease was
mainly due to a decrease in taxable profit for the three months ended June 30,
2009, due to a decrease of HK$11.3 million in income before income taxes.
Net Income, Net Income Attributable
to Man Sang Holdings, Inc. and Earnings Per Share
As a result of the discussion above and
realized gain of HK$3.8 million on sale of marketable securities, net income
decreased by HK$9.0 million from HK$11.9 million for the three months ended June
30, 2008 to HK$2.9 million for the three months ended June 30, 2009. Net income
attributable to Man Sang Holdings, Inc decreased by HK$3.5 million from HK$4.2
million for the three months ended June 30, 2008 to HK$0.7 million for the three
months ended June 30, 2009. Basic earnings per common share decreased by HK$0.54
per share from HK$0.65 per share for the three months ended June 30, 2008 to
HK$0.11 per share for the three months ended June 30,
2009.
6
Liquidity and Capital Resources
We operate in a capital intensive
industry. Our liquidity requirements relate primarily to investing in real
estate development, capital expenditures, payments on bank borrowings and
servicing our working capital. Our liquidity resources include cash-on-hand,
banking facilities, funds generated from internal operations, disposition of
properties and proceeds from the issuance of common stock.
Our liquidity position is primarily
affected by our inventory levels of raw materials such as pearls and diamonds,
the amount of completed properties held for sale, the level of our accounts
payables and receivables and our ability to obtain external financing to meet
our debt obligations and to finance our capital expenditures. We have
significant capital commitments during the next four years related to the
continued development of China Pearl and Jewellery City. We expect to meet
these capital commitments primarily through the use of our internal resources
and debt financing.
Working
Capital
Working capital, which represents our
total current assets less total current liabilities, decreased by HK$46.2
million, or 13.2%, from HK$349.6 million as of March 31, 2009 to HK$303.4
million as of June 30, 2009. This decrease was primarily due to an increase of
HK$45.2 million in the current portion of our long-term secured debt.
Cash Balances
Cash balances increased by HK$65.5
million, or 13.3%, from HK$493.1 million as of March 31, 2009 to
HK$558.6
million
as of June 30, 2009. This increase was primarily due to an increase of HK$17.5
million in net cash from operating activities and an increase of HK$48.0 million
in net cash from investing activities.
Current Ratio
Our current ratio, which represents the
ratio of total current assets to total current liabilities, decreased from 1.58
as of March 31, 2009 to 1.48 as of June 30, 2009. The decrease was primarily due
to a decrease of HK$19.5 million in total current assets and an increase of
HK$26.8 million in total current liabilities, as a
result of an increase in the current portion of our long-term secured debt.
7
Cash Flows
Net cash from operating
activities
Net cash from operating activities
increased by HK$11.6 million, or 195.2%, from HK$5.9 million for the three
months ended June 30, 2008 to HK$17.5 million for the three months ended June
30, 2009. This increase was primarily due to a decrease of HK$17.5 million in
cash payments to suppliers, which was partially offset by an increase of HK$3.4
million in cash received from customers.
Net cash from investing
activities
Net cash from investing activities
increased by HK$83.3 million, or 236.0%, from net cash of HK$35.3 million used
in investing activities for the three months ended June 30, 2008 to net cash of
HK$48.0 million provided by investing activities for the three months ended June
30, 2009. This increase was primarily due to an increase of HK$39.6 million in
cash received from an investment that reached maturity and an increase of
HK$17.2 million in cash received from sales of marketable securities. The
increase was also due to a decrease of HK$12.6 million in cash payments
associated with construction of China Pearl and Jewellery City and a decrease
of HK$13.3 million in cash payments for purchase of marketable
securities.
Net cash from financing
activities
There were no financing activities for
the three months ended June 30, 2009 and June 30, 2008, respectively.
Inventories for our Pearl
Operations
Inventories for our Pearl Operations
decreased by HK$4.8 million, or 11.5%, from HK$41.9 million as of March 31, 2009
to HK$37.1 million as of June 30, 2009. This decrease in inventories was due to
a reduction of stock levels in response to an expected decrease in demand for
our products in the near term. The inventory turnover period, which represents
the ratio of average stock to cost of sales multiplied by 12 months, increased
by 0.8 months from 2.9 months as of June 30, 2008 to 3.7 months as of June 30,
2009. The increase was primarily due to a decrease in sales turnover for the
three months ended June 30, 2009.
8
Accounts Receivable for Pearl
Operations
Accounts receivable for our Pearl
Operations decreased by HK$26.5 million, or 27.0%, from HK$98.6 million as of
June 30, 2008 to HK$72.1
million as of June 30, 2009. The average debtor turnover period, which
represents the ratio of accounts receivable to net sales multiplied by 12
months, increased by 0.1 months from 3.4 months for the three months ended June
30, 2008 to 3.5 months for the three months ended June 30, 2009. These increases
were primarily due to a slight deferment of customers’ payments.
Secured Debt
Secured debt (including current
portion) was HK$192.1 million as of June 30, 2009 and June 30, 2008,
respectively. Our secured debt consists primarily of long-term and short-term
bank borrowings in Renminbi for the development of China Pearl and Jewellery
City and is secured primarily by the land comprising China Pearl and Jewellery
City.
Working Capital
Facilities
Available working capital facilities
decreased by HK$50.0 million, or 12.8%, from HK$392.1 million as of March 31,
2009 to HK$342.1
million as of June 30, 2009. This decrease was primarily due to the
reduction of our excess available banking facilities available in order to
reduce our cost associated with maintaining these facilities. We have reviewed
our strategic growth plans under the current adverse economic conditions and we
expect to maintain our current working capital facilities at the most
appropriate level to meet the liquidity requirements for our expansion plans.
Available working capital facilities include letter of credit arrangements,
import loans, bank overdraft and other facilities. All such banking facilities
bear interest at floating rates generally offered by banks in Hong Kong and the
PRC, and are subject to periodic review.
We expect to require additional cash in
order to fund our ongoing business needs and expansion of our future operations.
We have not encountered any difficulties in meeting our current cash obligations
and expect to continue meeting our liquidity and cash needs through revenue
generated by our business and bank borrowings. In this regard, we believe that
our existing cash, cash equivalents, banking facilities and funds to be
generated from internal operations will be sufficient to meet our anticipated
future liquidity requirements for the next 12 months.
9
Inflation
Although neither inflation nor
deflation in the past have had any material adverse impact on our results of
operations, increases in the inflation rate in the future may materially and
adversely affect our financial condition and results of operations. For further
discussion on inflationary trends in China and the possible impact of such
trends on our operations, see “Part I. Financial Information – Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of
Operation – Future Trends” of this Form 10-Q.
Seasonality
Our business is subject to seasonal
fluctuations. The bulk of our sales from our Pearl Operations occur during the
months of March, June and September when major international jewelry trade shows
are held in Hong Kong. Accordingly, the results of any interim period are not
necessarily indicative of the results that might be expected during a full
year.
Contractual Obligations
The following table sets forth
information regarding our outstanding contractual and commercial commitments as
of June 30, 2009:
|
Contractual
Obligations
|
|
|
Payments Due by Period
|
|
|
|
|
Total
|
|
Less
than
|
|
1-3
years
|
|
3-5
years
|
|
More
than
|
|
|
|
|
1 year
|
|
|
|
|
|
5 years
|
|
|
|
|
HK$
(in thousand)
|
|
|
|
Long term debt
(1)
|
192,100
|
|
135,600
|
|
56,500
|
|
-
|
|
-
|
|
Capital
commitment obligations
|
112,454
|
|
92,668
|
|
19,786
|
|
-
|
|
-
|
|
Operating lease obligations
|
25,290
|
|
14,350
|
|
10,040
|
|
900
|
|
-
|
|
Total
contractual obligations
|
329,844
|
|
242,618
|
|
86,326
|
|
900
|
|
-
|
____________________
|
(1)
|
|
Excluding interest on
long term bank loans.
|
As of June 30, 2009, the Company’s
secured debt had interest rates per annum varying from 5.4% to 7.6%. During the
three months ended June 30, 2009, interest of HK$3.1 million was paid. The
estimated interest expense related to less than one year and one to three years
are HK$7.7 million and HK$1.2 million, respectively, which is calculated using
the weighted average rate of 6.15%.
10
ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
As of June 30, 2009, we had no
derivative contracts, such as forward contracts and options to hedge against
exchange fluctuations.
We denominate a substantial majority of
our sales in either U.S. dollars or Hong Kong dollars. In the three months ended
June 30, 2009, we made approximately 43.9% of our purchases in U.S. dollars,
32.4% of our purchases in Hong Kong dollars and 23.4% of our purchases in
Renminbi. Since the Hong Kong dollar remained “pegged” to the U.S. dollar at
consistent rates, we feel that the exposure of our sales proceeds to foreign
exchange fluctuations is minimal. The Chinese government no longer pegs the RMB
to the U.S. dollar, but has a currency policy letting the RMB trade in a narrow
band against a basket of currencies. We do not consider the fluctuation of the
Renminbi to be significant to our operations as we believe that the risk of a
substantial fluctuation of the RMB exchange rate remains low. As of June 30,
2009, we had bank borrowings of HK$192.1 million in Renminbi.
Because the majority of our purchases
are made in currencies which we believe present a low risk of appreciation or
devaluation and our sales are made in U.S. dollars, we believe that our currency
risk for the foreseeable future should not be material. As a result, we did not
enter into any derivative contracts, such as forward contracts and options to
hedge against foreign exchange fluctuations during the three months ended June
30, 2009.
We are exposed to interest rate risk
resulting from fluctuations in interest rates. As of June 30, 2009, we had
borrowed approximately HK$192.1 million under floating rate credit facilities.
If interest rates had been 1% higher or lower and other variables were held
constant, our interest cost would have increased or decreased by HK$1.9 million.
All interest costs were capitalized as property under development for the three
months ended June 30, 2009. Changes in interest rates did not impact our net
income for the three months ended June 30, 2009. All such banking facilities
bear interest at floating rates generally offered by banks in Hong Kong and the
PRC and are subject to periodic review. Fluctuations in interest rates can lead
to significant fluctuations in the fair value of our debt obligations. We
closely monitor interest rate risk and consider using appropriate financial
instruments to hedge any exposure. However, we do not currently use any
derivative instruments to manage our interest rate risk.
Given the relative price stability
associated with the raw materials used in our products, we believe our commodity
price risk should not be material.
11
ITEM 4T. DISCLOSURE CONTROLS AND
PROCEDURES
Evaluation of Disclosure Controls
and Procedures
We maintain a system of disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934) designed to provide reasonable assurance as to
the reliability of our published financial statements and other disclosures
included in our reports under the Securities and Exchange Act of 1934, as
amended. In accordance with Rule 13a-15(b) of the Securities and Exchange Act of
1934, as amended, an evaluation was performed under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures as of June 30, 2009, the end of the period
covered by this Form 10-Q. Based on such evaluation, the Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and
procedures were effective as of June 30, 2009 to ensure that information we are
required to disclose under applicable laws and regulations is (1) recorded,
processed, summarized and reported in a timely manner; and (2) accumulated and
communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required disclosure.
Our Chief Executive Officer and Chief
Financial Officer do not expect that our disclosure controls or internal
controls will prevent all error and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the system are met. Further, the design of a
control system must reflect the fact that there are resources constraints, and
the benefits of controls must be considered relative to their costs. Because of
the inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within our Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdown can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the control. The design of any
system of controls also is based partly on certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions.
12
Remediation of Past Material Control
Weaknesses
Under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief
Financial Officer, we conducted an evaluation of the effectiveness of our
internal control over financial reporting prior to the filing of our Form 10-K
on June 12, 2009 based on the framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”) using the criteria in
Internal Control–Integrated
Framework.
In order to assist our management
to evaluate the effectiveness of our internal control over financial reporting,
we engaged an independent registered public accounting firm to perform our
internal control review and assessment. Based on this evaluation, we identified
a material weakness in our internal control over financial reporting as of March
31, 2009.
A material weakness is a deficiency, or
a combination of deficiencies, in internal control over financial reporting,
such that there is a reasonable possibility that a material misstatement of a
company’s annual or interim financial statements will not be prevented or
detected on a timely basis. As of March 31, 2009, we identified a material
weakness related to the policies and procedures that we had put in place for the
review of our goodwill impairment test.
During fiscal year 2009, we performed a
goodwill impairment test to assess any impairment on the carrying amount of our
recorded goodwill. Due to an oversight in our policies and procedures for the
review of the calculations and results of our goodwill impairment test, we were
unable to detect certain clerical errors in our calculations. Although this
oversight did not affect our conclusion based on the results of our goodwill
impairment test, it did create a reasonable possibility that a material
misstatement of our annual or interim financial statements resulting from
inaccurate calculations and results of our goodwill impairment test would not be
prevented or detected on a timely basis. Accordingly, we determined that this
control deficiency constituted a material weakness.
During the preparation of our annual
report on Form 10-K for the fiscal year ended March 31, 2009, the underlying
circumstances of this material weakness were fully communicated to and
considered by our independent registered public accounting firm to ensure that
an accurate and proper goodwill impairment test was performed and that the
appropriate accounting treatment was recorded in the financial statements
included in the Form 10-K.
13
We have developed the following
remediation plan to address this material weakness and we are proceeding
expeditiously with the following measures to enhance our internal control over
financial reporting:
-
We will strengthen and formalize our existing procedures for
the review of the calculations and results of our goodwill impairment test to
ensure that the material weakness does not impair our ability to produce
accurate and timely financial statements. These policies and procedures will
require that our test of goodwill impairment be subject to an independent
review.
-
Our Audit Committee will monitor these remediation efforts and
may direct additional measures as deemed appropriate.
Accordingly, our management believes
that the accounting for goodwill impairment included in this Form 10-Q fairly
presents in all material respects our financial position, results of operations
and cash flows for the periods presented.
Changes in Internal Control over
Financial Reporting
Except as described above, there have
been no changes during our fiscal quarter ended June 30, 2009 in our internal
control over financial reporting that may have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
14
PART II OTHER INFORMATION
Cautionary Statement for Purposes of
Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995
This quarterly report on Form
10–Q contains
forward–looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the “Act”), which are, by their nature, subject to risks and
uncertainties. The Act provides a “safe harbor” for forward–looking statements to
encourage companies to provide prospective information about themselves so long
as they identify these statements as forward–looking and provide meaningful cautionary
statements identifying important factors that could cause actual results to
differ from the projected results. Other than statements of historical fact,
statements regarding industry prospects and future results of operations or
financial position that are made in this Form 10–Q are forward looking.
Words such as “may,” “anticipate,”
“believe,” “will,” “project,” “estimate,” “plan,” continue,” “expect,” “future”
and “intend” and similar expressions are intended to identify
forward–looking
statements. These forward–looking statements include, without limitation, statements relating to:
our future performance; our expansion efforts; demand for our products; the
state of economic conditions and our markets; currency and exchange rate
fluctuations; and our ability to meet our liquidity requirements. These
forward–looking
statements are based on assumptions and analyses made by us in light of our
experience and perception of historical trends, current conditions and expected
future developments, as well as other factors we believe to be appropriate in
particular circumstances. However, whether actual results and developments will
meet our expectations and predictions depend on a number of known and unknown
risks and uncertainties and other factors, any or all of which could cause
actual results, performance or achievements to differ materially from our
expectations, whether expressed or implied by such forward–looking statements (which may
relate to, among other things, the Company’s sales, costs and expenses, income,
inventory performance, and receivables).
15
We are primarily engaged in the
processing and trading of pearls and pearl jewelry products, and in real estate
investment, and our ability to achieve our objectives and expectations is
derived at least in part from assumptions regarding economic conditions,
consumer tastes, and developments in our competitive environment. The following
assumptions, among others, could materially affect the likelihood that we will
achieve our objectives and expectations communicated through these forward–looking statements: (1) that
low or negative growth in the economies or the financial markets of our
customers, particularly in the United States and in Europe, will not
occur and reduce discretionary spending on goods that might be perceived as
“luxuries”; (2) that the Hong Kong dollar will remain pegged to the U.S. dollar
at US$1 to HK$7.8; (3) that customers’ choice of pearls vis–à–vis other precious stones and
metals will not change adversely; (4) that we will continue to obtain a stable
supply of pearls in the quantity, of the quality and on the terms that we
require; (5) that there will not be a substantial adverse change in the exchange
relationship between the Renminbi and the Hong Kong or U.S. dollar; (6) that
there will not be a substantial increase in the tax burdens of our subsidiaries
operating in the PRC; (7) that there will not be a substantial change in climate
and environmental conditions in those regions from which we source pearls that
could have a material adverse effect on the supply and pricing of pearls; and
(8) that there will not be a substantial adverse change in real estate market
conditions in the PRC and in Hong Kong.
Except as required by applicable law,
including the securities laws of the United States and the rules and regulations
of the SEC we are under no obligation to publicly update or revise any
forward–looking
statements, whether as a result of new information, future events or otherwise.
You should not place undue reliance on our forward–looking statements. Although we believe
that the expectations reflected in forward–looking statements are reasonable, we cannot
guarantee future results or performance.
ITEM 1. LEGAL
PROCEEDINGS
We are not currently involved in any
material litigation, and we are not aware of any pending or threatened
litigation or similar proceedings that could reasonably be expected to have a
material adverse effect on our financial condition or results of operations.
From time to time, we may be subject to various claims and legal actions arising
in the ordinary course of business.
ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS
None
16
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
The Company's annual meeting of stockholders was
held on July 23, 2009. The stockholders elected five directors to serve until
the next annual meeting of stockholders or until the election of qualified
successors or until the earlier of such directors’ resignation, removal or
death. Directors whose terms of office continued after the annual meeting are
Mr. Cheng Chung Hing, Ricky, Mr. Cheng Tai Po, Mr. Lai Chau Ming, Matthew, Mr.
Wong Gee Hang,
Henry and Mr. Tsui King Chung, Francis. In
addition, the stockholders ratified the appointment of Grant Thornton as the
Company’s independent registered public accounting firm. The votes on these
proposals were as follows:
Election of Directors
|
Name
|
|
|
|
|
|
|
|
|
|
Votes
|
|
|
For
|
|
Withheld
|
|
|
Common
|
|
Preferred
(1)
|
|
Common
|
|
Preferred
(1)
|
|
Mr. Cheng
Chung Hing, Ricky
|
5,021,606
|
|
3,191,225
|
|
214,108
|
|
-
|
|
Mr. Cheng Tai Po
|
5,090,481
|
|
3,191,225
|
|
145,233
|
|
-
|
|
Mr. Lai
Chau Ming, Matthew
|
5,098,006
|
|
3,191,225
|
|
137,708
|
|
-
|
|
Mr. Tsui King Chung,
Francis
|
5,098,086
|
|
3,191,225
|
|
137,628
|
|
-
|
|
Mr. Wong
Gee Hang, Henry
|
5,092,804
|
|
3,191,225
|
|
142,910
|
|
-
|
____________________
|
(1)
|
|
Refers to Series A Preferred
Stock. Holders of Series A Preferred Stock, as a class, are entitled to an
aggregate of 3,191,225 votes in all matters voted on by the stockholders
of the Company.
|
Ratification of the Appointment of
Grant Thornton as the Company’s Independent Registered Public Accounting
Firm
|
Votes
|
|
For
|
|
Against
|
|
Abstentions
|
|
Broker
Non-vote
|
|
Common
|
|
Preferred
(1)
|
|
Common
|
|
Preferred
(1)
|
|
Common
|
|
Preferred
(1)
|
|
Common
|
|
Preferred
(1)
|
|
5,096,275
|
|
3,191,225
|
|
105,270
|
|
—
|
|
34,168
|
|
—
|
|
—
|
|
—
|
____________________
|
(1)
|
|
Refers to Series A Preferred
Stock. Holders of Series A Preferred Stock, as a class, are entitled to an
aggregate of 3,191,225 votes in all matters voted on by the stockholders
of the Company.
|
ITEM 5. OTHER INFORMATION
On August 3, 2009, the Company filed a
definitive proxy statement presenting for shareholder approval a proposal for
the dissolution and liquidation of the Company pursuant to the terms of an
agreement and plan of liquidation entered into with Man Sang International
(B.V.I.) Limited, or Man Sang BVI, a wholly owned subsidiary of the Company, on
July 24, 2009, that will effectively change the Company's place of incorporation
from Nevada to the British Virgin Islands by dissolving and liquidating the
Company. At the effective time of the dissolution and liquidation, the Company
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.
17
The dissolution and liquidation of the
Company will result in the elimination of the Company as the holding company of
the group. The number of Man Sang BVI ordinary shares and preferred shares that
stockholders will own will be the same as the number of shares of the Company's
common stock and preferred stock that stockholders owned immediately prior to
the completion of the liquidation, and stockholders' relative economic ownership
and voting rights will remain unchanged.
The special meeting of stockholders of
the Company to decide on this proposal will be held at 10:00 a.m. (Hong Kong
time) on August 25, 2009.
|
ITEM 6.
|
|
EXHIBITS
|
|
|
2.1
|
|
Agreement and Plan of Dissolution and Liquidation between Man Sang Holdings, Inc. and Man Sang International (B.V.I.) Limited.
(1)
|
|
|
|
|
|
3.1
|
|
Restated Articles of Incorporation of Man Sang Holdings, Inc.,
including the Certificate of Designation, Preferences and Rights of a
Series of 100,000 Shares of Preferred Stock, $.001 Par Value, Designated
“Series A Preferred Stock,” filed on January 12, 1996.
(2)
|
|
|
|
|
|
3.2
|
|
Certificate of Designation, Preferences and Rights of a Series of
100,000 Shares of Preferred Stock, $.001 Par Value, Designated “Series B
Preferred Stock,” dated April 1, 1996.
(3)
|
|
|
|
|
|
3.3
|
|
Certificate of Amendment to Certificate of Designation, Preferences
and Rights of the Series A Preferred Stock.
(4)
|
|
|
|
|
|
3.4
|
|
Amended and Restated Bylaws of Man Sang Holdings, Inc., amended and
effective as of December 14, 2007.
(5)
|
|
|
|
|
|
10.1
|
|
Service Agreement, dated August 31, 2006, between Man Sang
International Limited and Cheng Chung Hing.
(6)
|
|
|
|
|
|
10.2
|
|
Service Agreement, dated August 31, 2006, between Man Sang
International Limited and Cheng Tai Po.
(6)
|
|
|
|
|
|
10.3
|
|
Agreement for the Sale and Purchase of Shares in China Pearl and
Jewellery City Holdings Limited dated March 8, 2007 by and between Tiptop
Sky Holdings Limited and Smartest Man Holdings Limited.
(7)
|
|
|
|
|
|
10.4
|
|
Placing Agreement, dated July 10, 2007, by and between Man Sang
International (B.V.I.) Limited and ICEA Securities Limited, relating to
the placement of 200,000,000 existing shares of Man Sang International
Limited.
(8)
|
|
|
|
|
|
10.5
|
|
Man
Sang Holdings, Inc. 2007 Stock Option Plan.
(9)
|
18
|
|
16.1
|
|
Letter
dated May 31, 2007 from Moores Rowland Mazars to the Securities and
Exchange Commission.
(10)
|
|
|
|
|
|
31.1
|
|
Rule
13a-14(a) Certification of Chief Executive Officer.
|
|
|
|
|
|
31.2
|
|
Rule
13a-14(a) Certification of Chief Financial Officer.
|
|
|
|
|
|
32.1
|
|
Section 1350 Certification of Chief Executive Officer.
|
|
|
|
|
|
32.2
|
|
Section 1350 Certification of Chief Financial
Officer.
|
____________________
|
(1)
|
|
Incorporated by
reference to the Company’s definitive proxy statement dated August 3,
2009.
|
|
|
|
(2)
|
|
Incorporated by
reference to the Company’s current report on Form 8-K dated January 8,
1996.
|
|
|
|
(3)
|
|
Incorporated by
reference to the Company’s registration statement on Form 8-A dated June
17, 1996.
|
|
|
|
(4)
|
|
Incorporated by
reference to the Company’s current report on Form 8-K dated November 23,
2005.
|
|
|
|
(5)
|
|
Incorporated by
reference to the Company’s quarterly report on Form 10-Q dated December
31, 2007.
|
|
|
|
(6)
|
|
Incorporated by
reference to the Company’s annual report on Form 10-K dated March 31,
2008.
|
|
|
|
(7)
|
|
Incorporated by
reference to the Company’s current report on Form 8-K dated March 12,
2007.
|
|
|
|
(8)
|
|
Incorporated by
reference to the Company’s current report on Form 8-K dated July 12,
2007.
|
|
|
|
(9)
|
|
Incorporated by
reference to the appendix filed with the Company’s Proxy Statement for the
2007 Annual Meeting of Stockholders.
|
|
|
|
(10)
|
|
Incorporated by
reference to the Company’s current report on Form 8-K dated June 4,
2007.
|
19
SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
|
MAN
SANG HOLDINGS, INC.
|
|
|
|
Date: August 14,
2009
|
|
|
|
By:
|
/s/ CHENG Chung
Hing, Ricky
|
|
|
|
CHENG
Chung Hing, Ricky
|
|
|
Chairman of the Board, President,
|
|
|
Chief
Executive Officer
|
20
INDEX TO EXHIBITS
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
2.1
|
|
Agreement and Plan of Dissolution and Liquidation between Man Sang Holdings, Inc. and Man Sang International (B.V.I.) Limited.
(1)
|
|
|
|
|
|
3.1
|
|
Restated Articles of Incorporation of Man Sang Holdings,
Inc., including the Certificate of Designation, Preferences and Rights of
a Series of 100,000 Shares of Preferred Stock, $.001 Par Value, Designated
“Series A Preferred Stock,” filed on January 12, 1996.
(2)
|
|
|
|
3.2
|
|
Certificate of Designation, Preferences and Rights of a
Series of 100,000 Shares of Preferred Stock, $.001 Par Value, Designated
“Series B Preferred Stock,” dated April 1, 1996.
(3)
|
|
|
|
3.3
|
|
Certificate of Amendment to Certificate of Designation,
Preferences and Rights of the Series A Preferred Stock.
(4)
|
|
|
|
3.4
|
|
Amended and Restated Bylaws of Man Sang Holdings, Inc.,
amended and effective as of December 14, 2007.
(5)
|
|
|
|
10.1
|
|
Service Agreement, dated August 31, 2006, between Man
Sang International Limited and Cheng Chung Hing.
(6)
|
|
|
|
10.2
|
|
Service Agreement, dated August 31, 2006, between Man
Sang International Limited and Cheng Tai Po.
(6)
|
|
|
|
10.3
|
|
Agreement for the Sale and Purchase of Shares in China Pearl and Jewellery City Holdings Limited dated March 8, 2007 by and between Tiptop Sky Holdings Limited and Smartest Man Holdings Limited.
(7)
|
|
|
|
10.4
|
|
Placing Agreement, dated July 10, 2007, by and between
Man Sang International (B.V.I.) Limited and ICEA Securities Limited,
relating to the placement of 200,000,000 existing shares of Man Sang
International Limited.
(8)
|
|
|
|
10.5
|
|
Man
Sang Holdings, Inc. 2007 Stock Option Plan.
(9)
|
|
|
|
16.1
|
|
Letter dated May 31, 2007 from Moores Rowland Mazars to
the Securities and Exchange Commission.
(10)
|
|
|
|
31.1
|
|
Rule 13a-14(a) Certification of Chief Executive
Officer.
|
|
|
|
31.2
|
|
Rule 13a-14(a) Certification of Chief Financial
Officer.
|
|
|
|
32.1
|
|
Section 1350 Certification of Chief Executive
Officer.
|
|
|
|
32.2
|
|
Section 1350 Certification of Chief Financial
Officer.
|
21
____________________
|
(1)
|
|
Incorporated by reference to the
Company’s definitive proxy statement dated August 3, 2009.
|
|
|
|
(2)
|
|
Incorporated by reference to the
Company’s current report on Form 8-K dated January 8, 1996.
|
|
|
|
(3)
|
|
Incorporated by reference to the
Company’s registration statement on Form 8-A dated June 17,
1996.
|
|
|
|
(4)
|
|
Incorporated by reference to the
Company’s current report on Form 8-K dated November 23, 2005.
|
|
|
|
(5)
|
|
Incorporated by reference to the
Company’s quarterly report on Form 10-Q dated December 31,
2007.
|
|
|
|
(6)
|
|
Incorporated by reference to the
Company’s annual report on Form 10-K dated March 31, 2008.
|
|
|
|
(7)
|
|
Incorporated by reference to the
Company’s current report on Form 8-K dated March 12, 2007.
|
|
|
|
(8)
|
|
Incorporated by reference to the
Company’s current report on Form 8-K dated July 12, 2007.
|
|
|
|
(9)
|
|
Incorporated by reference to the
appendix filed with the Company’s Proxy Statement for the 2007 Annual
Meeting of Stockholders.
|
|
|
|
(10)
|
|
Incorporated by reference to the
Company’s current report on Form 8-K dated June 4,
2007.
|
22
Man Sang (AMEX:MHJ)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 5월(5) 2024
Man Sang (AMEX:MHJ)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024
