hmvod Limited — M&A Activity 2014

Jun 17, 2014

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)

TERMINATION OF THE POSSIBLE ACQUISITION IN RESPECT OF FAME THRIVE LIMITED AND THE PROPOSED ACQUISITION OF CERTAIN INTEREST IN A GOLD MINE LOCATED IN GUIZHOU, THE PRC

The Board announces that on 17 June 2014, the Company terminated the Memorandum of Understanding dated 30 December 2010 (as supplemented) in relation to the possible acquisition in respect of Fame Thrive Limited. The Memorandum dated 20 April 2011(as supplemented) in relation to the proposed acquisition of certain interest in a gold mine located in Guizhou, the PRC has already terminated automatically in accordance with its terms.

The Board has already initiated recovery of the earnest money paid in request of the two proposed transactions.

The proposed acquisition of Fame Thrive Limited

Reference is made to the announcement of the Company dated 30 December 2010 (“ Fame Thrive First Announcement ”) relating to the Possible Acquisition, the announcement of the Company dated 6 May 2011, the announcement of the Company dated 30 June 2011, the announcement of the Company dated 30 December 2011, the announcement of the Company dated 6 March 2012, the announcement of the Company dated 31 May 2012, the announcement of the Company dated 31 July 2012, the announcement of the Company dated 28 September 2012, the announcement dated 30 November 2012, the announcement dated 30 January 2013, the announcement dated 27 March 2013, the announcement dated 30 May 2013, the announcement dated 31 July 2013, the announcement dated 30 September 2013, the announcement dated 29 November 2013 and the announcement dated 30 January 2014. Unless otherwise stated, defined terms used herein shall have the same meaning as those defined in the Fame Thrive First Announcement.

• For identification purpose only

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As the Formal Acquisition Agreement has not been agreed upon within the Exclusivity Period (as extended), the Board notified the Prospective Seller (namely, Tse Wing Yan ( 謝泳欣 )) in writing on 17 June 2014 that the Memorandum of Understanding and the arrangements contemplated thereunder have been terminated with immediate effect. The Board further informed the Prospective Seller the deadline by which the Prospective Seller needed to repay the earnest money to the Company had expired. The Board therefore demanded the Prospective Seller to pay the Company forthwith, and in any event within 7 days from 17 June 2014, the earnest money of HK$20 million.

The proposed acquisition of certain interest in a gold mine located in Guizhou, PRC

Reference is made to the announcement of the Company dated 20 April 2011 (“ Gold First Announcement ”) relating to the Proposed Acquisition, the announcement of the Company dated 17 May 2011, the announcement of the Company dated 17 October 2011, the announcement of the Company dated 30 December 2011, the announcement of the Company dated 29 June 2012, the announcement of the Company dated 28 September 2012, the announcement of the Company dated 29 November 2012, the announcement of the Company dated 30 January 2013, the announcement of the Company dated 27 March 2013, the announcement of the Company dated 30 May 2013, the announcement dated 31 July 2013, the announcement dated 30 September 2013, the announcement dated 29 November 2013 and the announcement dated 30 January 2014. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Gold First Announcement.

As the Exclusivity Period (as extended) has expired, the Board notified the Proposed Vendor (namely, Gold Tycoon Limited ( 金豪有限公司 )) in writing on 17 June 2014 that the Memorandum and the arrangements contemplated thereunder have already automatically terminated. The Board further informed the Proposed Vendor that the deadline by which the Proposed Vendor needed to repay the earnest money to the Company had expired. The Board therefore demanded the Proposed Vendor to pay the Company forthwith, and in any event within 7 days from 17 June 2014, the earnest money of HK$25 million.

By Order of the Board of Tai Shing International (Holdings) Limited Tam Kwok Leung Executive Director

Hong Kong, 17 June 2014

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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

Mr. Luk Chi Shing

Dr. Chew Chee Wah

Mr. Tam Kwok Leung

Non-executive Directors:

Dr. Pan Jin

Mr. Dai Yuanxin

Ms. Xiao Yongzhen

Independent non-executive Directors:

Mr. Chan Yee Sze

Mr. Xu Jingbin Ms. Hu Yun

Mr. Tan Heming Ms. Yuen Wai Man Mr. Koh Kwing Chang Mr. Lui Wai Ming

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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