hmvod Limited — M&A Activity 2010

Jul 2, 2010

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)

DISCLOSEABLE TRANSACTION: ACQUISITION OF HIGH PACIFIC LIMITED

On 1 July 2010, the Purchaser (a wholly-owned subsidiary of the Company) entered into the Sale and Purchase Agreement for the acquisition of the Sale Share, representing the entire issued share capital of the Target Company, at the Consideration of HK$27,000,000.

The Acquisition contemplated under the Sale and Purchase Agreement constitutes a discloseable transaction for the Company under the GEM Listing Rules.

The Board is pleased to announce that the Purchaser (a wholly-owned subsidiary of the Company) entered into the Sale and Purchase Agreement for the sale and purchase of the Sale Share, representing the entire issued share capital of the Target Company. Principal terms of the Sale and Purchase Agreement are set out below:

THE SALE AND PURCHASE AGREEMENT

Date

• 1 July 2010

Parties

• Purchaser : Trend Brilliant Limited, a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of the Company. The principal business of the Purchaser is investment holding.

• Vendor : Mr. Poon Chi Keung Sammy. To the best of the Directors’ knowledge, information and belief after having made all reasonable enquires, the Vendor is a third party independent of the Company and connected persons of the Company.

* For identification purposes only

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Assets to be acquired

The Vendor agreed to sell, and the Purchaser agreed to purchase, the Sale Share for the Consideration of HK$27,000,000. The Sale Share represents the entire issued share capital of the Target Company.

Consideration

The Consideration for the Sale Share is HK$27,000,000.

The Consideration was arrived at after arm’s length negotiations between the Vendor and the Group, taking into account the business prospects of internet telecommunication service in Taiwan and the business growth of IP Tone as a whole.

The Consideration will be paid by the Group to the Vendor upon Completion. The Group will fund the Consideration by its internal resources.

Completion

Completion shall take place upon within 4 business days (or such other date as the Purchaser and the Vendor may agree) upon signing of the Sale and Purchase Agreement.

INFORMATION ON THE TARGET COMPANY AND IP TONE

Information of the Target Company

The Target Company is an investment holding company incorporated in the British Virgin Islands with limited liability on 15 June 2010.

As at the date of the Sale and Purchase Agreement, the Target Company’s sole asset is its 10% interest in the issued share capital of IP Tone. As at the date of the Sale and Purchase Agreement, the Target Company has an outstanding shareholder’s loan of approximately HK$7,000,000 owing to the Vendor. Such amount will be capitalised by the Target Company before Completion and the shares so issued to the Vendor will form part of the Sale Share to be sold to the Purchaser. To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, save for its holding of the 10% interest in IP Tone, the Target Company has not carried on any business activity since its incorporation.

Information of IP Tone

IP Tone is a company established in Taiwan and provides internet communication services in Taiwan. As one of the telecommunication providers in Taiwan, IP Tone focuses mainly on voice over internet protocol (VoIP) service. Currently, IP Tone is under cooperation with the county government of Taoyuan county, Taiwan with the aims of providing high technological but low cost telecommunication devices to the relevant government departments and citizens. The ultimate goal of this cooperation plan is to provide free telephone services within Taoyuan county.

To the best of the Directors’ knowledge, information and belief after having made all reasonable enquires, all other shareholders of IP Tone are third parties independent of the Company and connected persons of the Company.

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The unaudited net profit (before taxation and extraordinary items) (prepared in accordance with generally accepted accounting principles in Taiwan) of IP Tone for the two years ended 31 December 2008 and 2009 were NTD358,800 (equivalent to approximately HK$86,877) and NTD403,458 (equivalent to approximately HK$97,690) respectively.

The unaudited net profit (after taxation and extraordinary items) (prepared in accordance with generally accepted accounting principles in Taiwan) of IP Tone for the two years ended 31 December 2008 and 2009 were NTD576,352 (equivalent to approximately HK$139,553) and NTD643,614 (equivalent to approximately HK$155,838) respectively.

The unaudited total asset value and net liabilities of IP Tone as at 31 December 2009 is approximately NTD89,554,186 (equivalent to approximately HK$21,683,822) and NTD80,533,547 (equivalent to approximately HK$19,499,648) respectively.

Upon Completion, the Target Company will become a wholly-owned subsidiary of the Company and with its accounts to be consolidated with that of the Group. The Target Company’s interest in IP Tone will be accounted as long term investment.

REASONS FOR AND BENEFITS OF THE ACQUISITION

The principal activities of the Group are the provision of systems development and integration services, the sale of software and hardware products and provision of professional services.

It has been the Company’s long term goal to maximize Shareholders’ value. In view of the intense market competition for the Group’s existing business particularly for the security and surveillance division, the Company has been exploring business opportunities to expand the Groups’ operations and enhance its earnings. In this regard, the Directors consider that the Acquisition represents an opportunity for the Group to expand its investment portfolio into internet telecommunication business in Taiwan.

The Directors consider that the terms of the Sale and Purchase Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

IMPLICATIONS UNDER THE GEM LISTING RULES

The Acquisition contemplated under the Sale and Purchase Agreement constitutes a discloseable transaction for the Company under the GEM Listing Rules.

DEFINITIONS

Unless otherwise specified, the following terms have the following meanings in this announcement:

“Acquisition” the acquisition of the Sale Share

“Board” the board of Directors

“Company” Tai Shing International (Holdings) Limited, the issued shares of which are listed on GEM

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“Completion”

the completion of the Acquisition pursuant to the Sale and Purchase Agreement

“connected person(s)”	has the meaning ascribed to it under the GEM Listing Rules
“Consideration”	the consideration for the Acquisition
“Director(s)”	the director(s) of the Company
“GEM”	the Growth Enterprise Market operated by the Stock Exchange
“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s Republic of
	China
“IP Tone”	全網通科技股份有限公司(unofficial English translation being IP Tone
	Technology Co., Ltd.), a company incorporated in Taiwan with limited
	liability on 23 May 2003
“Sale and Purchase	the agreement dated 1 July 2010 entered into between the Purchaser and the
Agreement”	Vendor in relation to the Acquisition
“Sale Share”	all such issued share(s) in the issued share capital of the Target Company as
	at Completion
“Shareholder(s)”	holder(s) of the share(s) of the Company of HK$0.005 each
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Target Company”	High Pacific Limited, a company incorporated in the British Virgin Islands
	with limited liability on 15 June 2010
“Vendor”	Mr. Poon Chi Keung Sammy

By order of the Board Tai Shing International (Holdings) Limited Wong Chung Wai, Eric Director

Hong Kong, 2 July 2010

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In this announcement, HK$1.00 is taken to be equivalent to NTD4.13. The conversion rate is for the purpose of illustration only and does not constitute a representation that any amounts have been, could have been, or may be exchanged at the aforementioned or any other rates.

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

Executive Directors:

Mr. Luk Yat Hung (Chairman) Ms. Li Wenli Mr. Wong Chung Wai, Eric Mr. Chan Yun Sang Mr. Ng Chi Wing

Independent non-executive Directors: Professor Ip Ho Shing, Horace Mr. Yan Yonghong Mr. Peng Lijun Mr. Tang Sze Lok Mr. Lee Kwok Yung

This announcement, for which the directors of the Company 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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