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hmvod Limited Capital/Financing Update 2010

Mar 4, 2010

51270_rns_2010-03-04_61fc7c03-607f-414b-80e3-febd40ce6cf5.pdf

Capital/Financing Update

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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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

**Tai Shing International (Holdings) Limited *** 泰盛國際(控股)有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8103)

COMPLETION OF PLACING AND SUBSCRIPTION

The Board is pleased to announce that completion of the Placing took place on 1 March 2010 where a total of 16,380,000 Placing Shares beneficially owned by the Vendor were placed to three Placees (as described below) at HK$1.01 per Placing Share.

The Board is also pleased to announce that all the conditions of the Subscription Agreement have been fulfilled and the Subscription was completed and 16,380,000 Subscription Shares were allotted to the Vendor on 4 March 2010. The Company received net proceeds of approximately HK$16 million from the Subscription.

Reference is made to the announcement of the Company dated 23 February 2010 (“ Placing Announcement ”). Capitalised terms used in this announcement shall have the same meanings as those defined in the Placing Announcement.

The Board is pleased to announce that completion of the Placing took place on 1 March 2010 where a total of 16,380,000 Placing Shares beneficially owned by the Vendor were placed to three Placees (as described below) at HK$1.01 per Placing Share.

The Board is also pleased to announce that all the conditions of the Subscription Agreement have been fulfilled and the Subscription was completed and 16,380,000 Subscription Shares were allotted to the Vendor on 4 March 2010. The Company received net proceeds of approximately HK$16 million from the Subscription.

* For identification purpose only

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The following table sets out the shareholding structure of the Company prior to and upon completion of the Placing and the Subscription:

The Vendor_(note 1)
Resuccess Investment Ltd.
(note 2)
The Placees
(note 3)_
Other public
Total
Immediately prior
to the Placing
and the Subscription
No. of Shares
%
21,542,476
19.73
15,890,000
14.55


71,757,524
65.72
109,190,000
100.00
Shareholding
immediately
after the Placing
No. of Shares
%
5,162,476
4.73
15,890,000
14.55
16,380,000
15.00
71,757,524
65.72
109,190,000
100.00
Shareholding
immediately
after the Placing
and the Subscription
No. of Shares
%
16,542,476
13.17
(note 4)
15,890,000
12.66
16,380,000
13.04
76,757,524
61.13
125,570,000
100.00
Shareholding
immediately
after the Placing
and the Subscription
No. of Shares
%
16,542,476
13.17
(note 4)
15,890,000
12.66
16,380,000
13.04
76,757,524
61.13
125,570,000
100.00
100.00

Notes:

  1. The Vendor is wholly owned by Mr. Luk Yat Hung, the chairman of the Board and an executive Director.

  2. Resuccess Investments Ltd. is wholly owned by Tongfang Co., Ltd., the shares of which are listed on the Shanghai Stock Exchange.

  3. As disclosed in the Company’s announcement dated 26 February 2010, the Placees are as follows:

Name of Placee Placing Shares allocated
Galaxy China Special Situations Fund SPC (“Galaxy Fund I”),
for and on behalf of its Segregated Portfolio,
Galaxy China Special Situations Segregated Portfolio 1 7,000,000
Galaxy China Deep Value Fund (“Galaxy Fund II”) 7,380,000
Cheever Capital Management (Asia) Ltd. 2,000,000

The Placing Agent has confirmed that Galaxy Fund I and Galaxy Fund II are managed by the same fund manager and Cheever Capital Management (Asia) Ltd. is a professional investor.

To the best knowledge and belief of the Directors, each of above the Placees and their respective ultimate beneficial owners is independent of and not connected with the Company and its connected persons (as defined in the GEM Listing Rules).

  1. Reference is made to the Company’s announcement dated 1 March 2010 in respect of a proposed top-up placing of 5,000,000 Shares. The completion of the placing of such 5,000,000 Shares also took place on 4 March 2010. The Vendor has conditionally agreed to subscribe for 5,000,000 Shares to top up its shareholding interest in the Company.

By Order of the Board Tai Shing International (Holdings) Limited Luk Yat Hung Chairman

Hong Kong, 4 March 2010

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As at the date of this announcement, the Board comprises the following Directors:

Executive Directors:

Mr. Luk Yat Hung (Chairman) Ms. Li Wenli

Independent non-executive Directors:

Professor Ip Ho Shing, Horace Mr. Yan Yonghong Mr. Peng Lijun Mr. Tang Sze Lok

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (1) the information contained in this announcement is accurate and complete in all material respects and not misleading; (2) there are no other matters the omission of which would make any statement in this announcement misleading; and (3) all opinions expressed in this announcement have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

This announcement will remain on the “Latest Company Announcements” page of the GEM website at www.hkgem.com for at least 7 days from the date of its publication.

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