Man Sang Holdings, Inc. Announces Result of Stockholders' Meeting
August 25 2009 - 9:38AM
Marketwired
Man Sang Holdings, Inc. ("Man Sang Nevada") (NYSE Amex: MHJ), a
Nevada corporation, announced today that its stockholders approved
a corporate reorganization to effectively change Man Sang Nevada's
place of incorporation from Nevada to the British Virgin Islands.
There were present at the stockholders' meeting in person or by
proxy, stockholders of Man Sang Nevada who were holders of
3,719,274 shares of common stock and 100,000 shares of preferred
stock entitled to vote thereat, constituting a quorum. Of the
3,719,274 shares of common stock entitled to vote at the meeting,
3,680,649 shares of common stock, or 99.0%, voted to approve the
corporate reorganization, 32,900 shares of common stock, or 0.9%,
voted against the corporate reorganization and 5,725 shares of
common stock, or 0.1%, abstained from voting. All shares of
preferred stock voted to approve the corporate reorganization. The
reorganization was thereby approved and adopted by a majority of
the stockholders of Man Sang Nevada entitled to vote at the
stockholders' meeting at which a quorum of the stockholders of Man
Sang Nevada entitled to vote was present in person or by proxy.
As a result of today's vote, Man Sang Nevada will be dissolved
and liquidated 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 dissolution and 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. Man Sang Nevada
stockholders' relative economic ownership and voting rights will
remain unchanged.
Effective upon the dissolution and liquidation of Man Sang
Nevada, Man Sang Nevada's common stock will be cancelled and
delisted from the NYSE Amex stock exchange and will no longer be
publicly traded and Man Sang BVI ordinary shares will be listed on
the NYSE Amex stock exchange under the same symbol as Man Sang
Nevada. The preferred shares of Man Sang BVI will remain
unlisted.
Man Sang Nevada expects the reorganization to be effected as
soon as practicable, subject to satisfaction of conditions
specified in the agreement and plan of liquidation. Man Sang Nevada
currently anticipates being in position to consummate the
reorganization on or around August 27, 2009.
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.
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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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