hmvod Limited — Capital/Financing Update 2012

Aug 21, 2012

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.

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)

UPDATE ON ACQUISITION OF FULLMARK MANAGEMENT LIMITED

The Board wishes to inform the Shareholders that, based on pro forma financial statements of Fullmark SH for the year ended 31 December 2011, the reduced Remaining Cash Consideration payable to the Vendor under the Agreement is approximately HK$0.07 million which was waived by the Vendor.

Reference is made to the circular of Tai Shing International (Holdings) Limited (“ Company ”) dated 30 September 2010 (“ Circular ”) in relation to the acquisition of the entire issued share capital of Fullmark Management Limited. Unless otherwise defined, capitalised terms used herein shall have the same meanings as defined in the Circular.

AGREEMENT AND COOPERATION AGREEMENT

Pursuant to the Agreement, the full amount of the Remaining Cash Consideration shall only be paid to the Vendor where the 2011 NPAT is met. Where the NPAT is less than RMB16,500,000 and the Remaining Cash Consideration exceeds the Compensation, the Remaining Cash Consideration shall be reduced by an amount which is equal to the amount of the Compensation and the reduced Remaining Cash Consideration shall be paid within 7 Business Days from the date on which the audited accounts of Fullmark SH (under PRC GAAP) for the year ending 31 December 2011 have been received by the Purchaser. Where the 2011 NPAT is less than RMB16,500,000 and the Compensation exceeds the Remaining Cash Consideration, the Purchaser is not required to pay any of the Remaining Cash Consideration to the Vendor and the obligation of the Vendor to pay the Compensation shall be reduced by the full amount of the Remaining Cash Consideration.

Further, pursuant to Cooperation Agreement, Fullmark SH shall be entitled to receive 75% of the revenue from the Licensing Business. Dongda Brokerage guaranteed that the revenue received by Fullmark SH under the Cooperation Agreement shall be not less than RMB20,000,000 per annum.

* For identification purpose only

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COMPENSATION

The Board wishes to announce that as agreed between Fullmark SH and Fullmark HK and as arranged between Fullmark SH, Fullmark HK and Dongda Brokerage, Fullmark HK shall receive the fee from Fullmark SH’s customers or, as the case may be, the guaranteed revenue from Dongda Brokerage and therefore the guarantee revenue as mentioned above have not been recognised in the audited financial statements of Fullmark SH for the year ended 31 December 2011.

Taking into account the above background, in particular, the fact that the fee income or, as the case may be, the guaranteed income would not have been recognised in Fullmark SH’s audited financial statements, and for the purpose for calculating the Remaining Cash Consideration and the Compensation, the Group and Vendor have further agreed to determine the amount of each of the Remaining Cash Consideration and the Compensation with reference to a pro forma financial statements of Fullmark SH for the year ended 31 December 2011 on the assumption that the guaranteed revenue of RMB20,000,000 were recorded in the books of Fullmark SH.

Based on such pro forma financial statements, the unaudited net profit after tax of Fullmark SH for the year ended 31 December 2011 is approximately RMB13.52 million which, according to the consideration adjustment mechanism for the Acquisition, would give rise to the Compensation of approximately RMB28.76 million (being 9.65 times of the difference between (i) the target profit of Fullmark SH for the year ended 31 December 2011 of RMB16,500,000 and (ii) the net profit after tax of Fullmark SH for the year ended 31 December 2011 as stated in the pro forma financial statements for such period), which is approximately HK$34.93 million (translated at the exchange rate of HK$1.2145 = RMB1).

As set out in the paragraph headed “Agreement and Cooperation Agreement” above, where the NPAT is less than RMB16,500,000 and the Remaining Cash Consideration (i.e. HK$35 million) exceeds the Compensation, the Remaining Cash Consideration shall be reduced by an amount which is equal to the amount of the Compensation. The reduced Remaining Cash Consideration payable to the Vendor, based on the calculation set out above, is approximately HK$0.07 million. The Vendor has waived the Group’s payment obligation of the reduced Remaining Cash Consideration.

Please refer to notes 9(a) and 32 to the audited financial statements of the Company for the year ended 31 March 2012 included in the Company’s 2012 annual report for details.

By order of the Board of Tai Shing International (Holdings) Limited Chan Yun Sang Chairman and executive Director

Hong Kong, 21 August 2012

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

Executive Directors:

Mr. Chan Yun Sang (Chairman) Mr. Han Fangfa Ms. Ju Lijun Mr. Liu Bo Ms. Huang Miaochan Mr. Ip Ho Ming

Ms. Wong Sau Wai Serena

Non-executive Directors:

Dr. Pan Jin Mr. Dai Yuanxin

Independent non-executive Directors:

Mr. Tang Sze Lok Mr. Xu Jingbin Ms. Hu Yun

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 the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or 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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