hmvod Limited — M&A Activity 2013

Apr 16, 2013

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)

MEMORANDUM OF UNDERSTANDING IN RELATION TO A PROPOSED ACQUISITION

This announcement is made pursuant to Rule 17.10 of the GEM Listing Rules and Part XIVA of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

On 16 April 2013 after trading hours, the Company entered into the MOU with the Vendor in relation to the Proposed Acquisition of the entire equity interest in the Target. The Target and its subsidiaries are principally engaged in research and development and production of batteries and related technologies in the PRC.

To the best of the Directors’ information and belief having made all reasonable enquiry, the Vendor is a third party independent of the Company and its connected persons.

The MOU does not create legally binding obligations on the parties in relation to the Proposed Acquisition. The Proposed Acquisition is subject to the negotiation and execution of a formal sale and purchase agreement between the parties. The Proposed Acquisition, if materialized, may constitute a notifiable transaction for the Company under the GEM Listing Rules.

As the MOU is not legally binding with regard to the Proposed Acquisition, it may or may not proceed. Shareholders and investors are advised to exercise caution when dealing in the Shares of the Company.

DEFINITIONS

In this announcement, unless the context otherwise requires, the expressions below have the following meanings:

“Company”

Tai Shing International (Holdings) Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on GEM

* For identification purpose only

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“connected persons”has the meaning ascribed to it under the GEM Listing Rules	“connected persons”has the meaning ascribed to it under the GEM Listing Rules	“connected persons”has the meaning ascribed to it under the GEM Listing Rules	“connected persons”has the meaning ascribed to it under the GEM Listing Rules	“connected persons”has the meaning ascribed to it under the GEM Listing Rules	“connected persons”has the meaning ascribed to it under the GEM Listing Rules	“connected persons”has the meaning ascribed to it under the GEM Listing Rules	“connected persons”has the meaning ascribed to it under the GEM Listing Rules
“Director(s)”the director(s) of the Company“MOU”the memorandum of understanding dated 16 April 2013 made between theVendor and the Company“GEM”the Growth Enterprise Market of the Stock Exchange“GEM Listing Rules”the Rules Governing the Listing of Securities on GEM“Hong Kong”the Hong Kong Special Administrative Region of the People’s Republic ofChina“PRC”The People’s Republic of China“Proposed Acquisition”the proposed acquisition of the entire equity interest in the Target.
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	the Growth Enterprise Market of the Stockting Rules”the Rules Governing the Listing of Securitng”the Hong Kong Special Administrative ReChinaThe People’s Republic of ChinaAcquisition”the proposed acquisition of the entire equi
		Exc	h	op	le’s Rep	u
		ies o	n
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		gon	o
				he Target.
“Shareholder(s)”the holder(s) of the Shares“Share(s)”ordinary share(s) of HK$0.05 each in the capital of the Company“Stock Exchange”The Stock Exchange of Hong Kong Limited“Target”a company incorporated in the Republic of Vanuatu with limited liabilityand is wholly owned by the Vendor“Vendor”a company incorporated in the Republic of Vanuatu with limited liabilityBy Order of the Board ofTai Shing International (Holdings) LimitedLiu BoChairman	der(s)”the holder(s) of the Shares”ordinary share(s) of HK$0.05 each in the cchange”The Stock Exchange of Hong Kong Limitea company incorporated in the Republicand is wholly owned by the Vendora company incorporated in the Republic of	apital of the Cdof Vanuatu wiVanuatu with		ompanyth limited li
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Hong Kong, 16 April 2013

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

Executive Directors:

Mr. Liu Bo (Chairman) Mr. Han Fangfa Ms. Ju Lijun Ms. Huang Miaochan Mr. Zhang Jinshu

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Non-executive Director:

Mr. Dai Yuanxin

Dr. Pan Jin

Ms. Xiao Yongzhen

Independent non-executive Directors:

Mr. Chan Yee Sze

Mr. Xu Jingbin Ms. Hu Yun Mr. Tan Heming

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 GEM website at http://www.hkgem.com on the “Latest Company Announcements” page for 7 days from the date of its posting and on the website of the Company.

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