<PAGE> 1
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of February, 1998,
Zindart Limited
(Translation of registrant's name into English)
Flat C & D, 25/F., Block 1, Tai Ping Industrial Centre, 57,
Ting Kok Road, Tai Po, N.T., Hong Kong
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
--- ---
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act
of 1934.
Yes X No
--- ---
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- N/A
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ZINDART LIMITED
FORM 6-K
TABLE OF CONTENTS
<TABLE>
<CAPTION>
SEQUENTIAL PAGE
<S> <C>
Press Release Issued February 2, 1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . 7
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Changes in Securities and Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>
<PAGE> 3
PRESS RELEASE
ZINDART THIRD QUARTER: REVENUES UP 24.3% TO $20.2 MILLION. NET INCOME UP
73.6% TO $2.5 MILLION. QUARTER AND NINE MONTHS SET NEW RECORDS.
Monday, February 2, 1998
HONG KONG--Zindart Limited (NASDAQ:ZNDTY) achieved net income of $2.5 million
in the third quarter of fiscal year 1998, ended December 31, 1997, up 73.6%
from $1.5 million for the same period in the prior year.
Net revenues, up 24.3%, increased to $20.2 million from $16.3 million in fiscal
1997's third quarter. Diluted earnings per share were $0.37 versus $0.29 in the
prior year, up 27.7%, resulting from strong gross margins at 30.2% based on a
favorable product mix as well as higher productivity. Orders on hand totaled
$28.0 million, up from $24.1 million at December 31, 1997.
Nine-Months Results Up Due To U.S. Demand
For the nine-month period ended December 31, 1997, revenues were up 15.0% to
$56 million from $48.7 million in fiscal 1997. Net income of $6.9 million in
1998 versus $4.2 million in 1997 was up 62.7%. Diluted earnings per share of
$1.02 (on 6,759,547 weighted average number of shares outstanding) were up
20.4% from $0.85 (on 5,000,000 weighted average number of shares outstanding)
in the prior year. Over 90% of Zindart's sales come from major companies in the
U.S.: strong demand from them has fueled revenues throughout the nine months.
Growth Strategy On Target
At the end of 1998's first quarter, Chief Operating Officer and Chief Financial
Officer Feather Fok pointed out that the company had a number of growth
initiatives underway. The company's robust revenues in the third quarter
suggest that this focus is translating into topline progress. The company's
expanded Dongguan facility is supporting this growth, as well as producing
economics reflected in this quarter's growth margins.
In the fourth quarter, the company expects to complete the acquisition of Hua
Yang Printing Holdings Co. Limited, which event is part of the same growth
strategy. Fok stated, "The Hua Yang acquisition significantly strengthens our
marketing platform. We share customers now, and we both have a need to further
expand our marketing presence in the United States. This gives us the clout
and scale to achieve our shared strategy."
Zindart is a Hong Kong-based manufacturer of high-quality, detailed, metal,
die-cast and plastic molded collectibles, ornaments and toys. Zindart has
entered into a letter of intent to acquire Hua Yang Printing Holdings Co.
Limited. Hua Yang is a leading printer and manufacturer of hand-made books,
specialty packaging and other paper products. Both companies' major customers
are in the United States.
Certain statements in this release are forward-looking. These statements are
subject to risks and uncertainties that could cause actual results to
materially differ from those anticipated. Risks and uncertainties include, in
addition to those discussed above and without limitation, changes in
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market demand for the company's products, changes in economic conditions,
dependence on certain customers, logistical problems in consolidation
production at a single facility, the ability of the company to complete the Hua
Yang acquisition, and other risks described in the Form 20-F for the fiscal
year ended March 31, 1997. The company undertakes no obligation to revise these
forward-looking statements to reflect subsequent events or circumstances.
Zindart prepares its financial results in U.S. dollars in accordance with U.S.
GAAP. The information included here excludes the operating results of Hua Yang.
FOR INFORMATION CONTACT:
Feather Fok
Chief Operation and Financial Officer
Zindart Limited
011-852-2666-1742
[email protected]
-or-
Deborah Passik
William Dunk Partners, Inc.
919-929-4100
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ZINDART LIMITED
CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
(in thousands of United States dollars, except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ECDED NINE MONTHS ENDED
DECEMBER 31 DECEMBER 31
----------- -----------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Sales $20,229 $16,272 $55,960 $48,670
Cost of goods sold (14,113) (11,861) (39,216) (36,280)
Gross profit 6,116 4,411 16,744 12,390
Selling, general and administrative expenses (3,187) (2,398) (9,002) (6,560)
Operating income 2,929 2,013 7,742 5,830
Other income (expense), net 196 (66) 444 (404)
Income before income taxes 3,125 1,947 8,186 5,426
Provision for income taxes (262) (180) (701) (464)
Income before minority interests 2,863 1,767 7,485 4,962
Minority interests (334) (309) (606) (734)
Net income $2,529 $1,458 $6,879 $4,228
Basic earnings per common share $0.38 $0.29 $1.02 $0.85
Diluted earnings per common share $0.37 N/A $1.02 N/A
Basic weighted average number of common 6,731 5,000 6,719 5,000
shares outstanding
Diluted weighted average number of shares 6,803 N/A 6,760 N/A
outstanding
Number of shares outstanding as of period end 6,733 5,000 6,733 5,000
</TABLE>
5.
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CONSOLIDATED BALANCE SHEETS
UNAUDITED
(in thousands of United States dollars)
<TABLE>
<CAPTION>
DECEMBER 31
1997 1996
---- ----
<S> <C> <C>
ASSETS:
Cash and bank deposits $13,194 $ 4,873
Accounts receivable, net 13,206 9,123
Due from related companies -- 49
Deposits and prepayments 3,323 1,115
Inventories, net 9,237 9,585
Total current assets 38,960 24,745
Property, machinery, equipment and capital leases, net 19,831 11,632
Long-term investments 179 179
Deferred stock issuance costs -- 561
Goodwill, net 60 70
Total assets $59,030 $37,187
LIABILITIES:
Short-term bank borrowings $ -- $ 4,446
Long-term bank loans, current portion -- 834
Capital lease obligations, current portion 646 431
Accounts payable 3,265 3,459
Receipts in advance 3,109 1,480
Accrued liabilities 9,722 6,598
Taxation payable 1,134 821
Total current liabilities 17,876 18,069
Long-term bank loans, non-current portion -- 1,161
Capital lease obligations, non-current portion 1,005 666
Deferred taxation 120 120
Total liabilities 19,001 20,016
MINORITY INTERESTS 1,650 1,335
SHAREHOLDERS' EQUITY:
Paid-in capital $ 436 $ 323
Additional paid-in capital 14,104 --
Retained earnings 23,839 15,513
Total shareholders' equity 38,379 15,836
Total liabilities, minority interests and shareholders' equity 59,030 37,187
</TABLE>
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FINANCIAL INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Zindart Limited ("Zindart") is a leading turnkey manufacturer of
high-quality die-cast and injection-molded products for premier U.S. designers
and marketers of die-cast collectibles, holiday ornaments and toys. Zindart
completed its acquisition of Hua Yang Printing Holdings Co. Limited ("Hua
Yang") in February 1998. Hua Yang is a leading printer and manufacturer of
hand-made books, specialty packaging and other paper products. Except as
specifically referenced, the financial information included below excludes the
operating results of Hua Yang. As used herein, the "Company" refers to Zindart
and Hua Yang collectively.
This supplemental information contains forward-looking statements that
involve risks and uncertainties that could cause actual results to materially
differ from those anticipated. Risks and uncertainties include, in addition to
those discussed elsewhere in this Form 6-K and without limitation, changes in
market demand for the Company's products, changes in economic conditions,
dependence on certain customers, logistical problems in consolidating
production at a single facility, risks relating to the Hua Yang acquisition,
successful completion of the Company's pending public offering, and other risks
described in Zindart's Annual Report on Form 20-F for the year ended March 31,
1997 (the "Form 20-F") and the Prospectus contained in the Company's
Registration Statement on Form F-1, dated February 17, 1998 (the "Prospectus"),
both of which are incorporated herein by reference. The Company undertakes no
obligation to revise these forward-looking statements to reflect subsequent
events or circumstances.
Sales to three major customers--Hallmark, Ertl and Mattel--account for
a majority of the Company's total net sales. The Company's dependence on these
customers is expected to continue in the foreseeable future. The loss of any
one of its major customers, or a material reduction in received or anticipated
orders from any one of its major customers, would have a material adverse
effect on Zindart's business, financial condition and results of operations.
The Company's operating results in the past have fluctuated and those results
may fluctuate in the future. The Company ceases production for a two-week
period during January or February of each year due to the Chinese New Year
Holiday, which has caused revenues during the fourth fiscal quarter of each
year to be lower than revenues during the other three quarters. Zindart may
also experience fluctuations in quarterly sales and related net income compared
with the other quarters due to the timing of receipt of orders from customers,
the shipment of products and the timing of the Company expenses. As a result,
the Company may experience annual and quarterly variations in operating results
and, accordingly, the trading price of Zindart's American Depositary Shares
("ADSs") may be subject to fluctuations in response to such variations. In any
event, it is likely that, from time to time, the Company's operating results
will not meet the expectations of the Company's public market analysts, which
will have an adverse effect on the trading price of the ADSs.
The Company is also subject to certain risks relating to the conduct
of business in Hong Kong and the People's Republic of China (the "PRC"). For
more discussion of these and other risks relating to Zindart, see the Form 20-F
and the Prospectus.
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For the nine months ended December 31, 1997, Hua Yang earned a net
profit of $3.8 million as compared to a net profit of $2.3 million for the nine
months ended December 31, 1996, an increase of 64.6%. Hua Yang's net sales for
the 1997 period were $32.8 million as compared to $26.7 million in the 1996
period, an increase of 23.0%. Such net sales in both periods were largely
generated through the production of "pop-up" books, novelty books and board
books for many of the world's leading publishing houses and independent concept
packagers. Hua Yang's packaging business, which focuses on high value-added
packaging boxes that involve complicated printing techniques and hand assembly,
also contributed significantly to net sales. Hua Yang's gross margin for the
1997 period was 32.4% as compared to 30.0% in the 1996 period.
Results of Operations
The table below sets forth certain statement of operations data of
Zindart only as a percentage of net sales for the three months and nine months
ended December 31, 1996 and 1997.
<TABLE>
<CAPTION>
Three Months Ended Nine months Ended
December 31 December 31
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1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0%
Gross profit 30.2% 27.1% 29.9% 25.5%
Selling, general and administrative 15.8% 14.7% 16.1% 13.5%
expenses
Operating income 14.5% 12.4% 13.8% 12.0%
Income before income taxes 15.5% 12.0% 14.6% 11.2%
Provision for income taxes 1.3% 1.1% 1.3% 1.0%
Minority interests 1.7% 1.9% 1.1% 1.5%
Net income 12.5% 9.0% 12.3% 8.7%
</TABLE>
Three months ended December 31, 1997 and 1996
Net sales. Net sales of Zindart only for the three months ended
December 31, 1997 were $20.2 million, an increase of $4.0 million, or 24.3%,
from the same period in 1996. The increase was mainly due to the increase in
sales of die cast collectibles to Mattel. Zindart's orders on hand at December
31, 1997 were $28.0 million as compared to $24.1 million at December 31, 1996.
Gross Profit. Gross profit of Zindart was $6.1 million for the three
months ended December 31, 1997, an increase of $1.7 million, or 38.7%, from the
same period in 1996. Gross margin was 30.2% in the three months ended December
31, 1997 as compared to 27.1% in the same period in 1996. This margin growth
resulted from a change in product mix and saving of
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overhead as a result of consolidation of old factories in Guangzhou into the
expanded Dongguan facility. The consolidation started in September 1997 and
was completed in mid January 1998.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses of Zindart were $3.2 million for the three months ended
December 31, 1997, an increase of $0.8 million, or 32.9%, from the same period
in 1996. This increase resulted from additional selling expenses and personnel
costs associated with the growth of the Company's business and additional
legal and professional expenses associated with the Company's status as a
public company. The Company anticipates that its selling, general and
administrative expenses may increase at a moderate rate in subsequent periods.
Operating and Net Income. As a result of the factors discussed above,
operating income of Zindart was $2.9 million for the three months ended
December 31, 1997, an increase of $0.9 million, or 45.5%, from the same period
in 1996. Net income was $2.5 million for the three months ended December 31,
1997, an increase of $1.1 million, or 73.5%, from the same period in 1996.
Nine months ended December 31, 1997 and 1996
Net sales. Net sales of Zindart in the nine months ended December 31,
1997 were $56.0 million, an increase of $7.3 million, or 15.0%, from $48.7
million in the nine months ended December 31, 1996. The increase primarily was
due to the increase in sales of die cast collectibles to Mattel in the second
and third quarters, partially offset by constrained sales growth in the first
quarter resulting from one-time labor shortages that abated early in the
second quarter.
Gross Profit. Gross profit of Zindart totaled $16.7 million in the
nine months ended December 31, 1997, an increase of $4.4 million, or 35.1%,
from $12.4 million in the nine months ended December 31, 1996. Gross margin
was 29.9% in the nine months ended December 31, 1997 as compared to 25.5% in
the nine months ended December 31, 1996. Gross margin increased due to a
change in product mix and saving of overhead as a result of consolidation of
old factories into the expanded Dongguan facility. During the nine months
ended December 31, 1996, Zindart incurred costs associated with operating the
Dongguan facility at less than full capacity and training new employees.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses of Zindart were $9.0 million for the nine months ended
December 31, 1997, an increase of $2.4 million, or 37.2%, from $6.6 million in
the nine months ended December 31, 1996. Selling, general and administrative
expenses constituted 16.1% of net sales in the nine months ended December 31,
1997 and 13.5% in the nine months ended December 31, 1996. Selling, general
and administrative expenses increased due to additional selling expenses and
personnel costs associated with supporting growth of Zindart's business and
additional legal and professional expenses associated with Zindart's status as
a public company.
Operating Income. The Company's income from operations was $7.7
million in the nine months ended December 31, 1997, an increase of $1.9
million, or 32.8%, from $5.8 million in the nine months ended December 31, 1996
9.
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Interest Income (Expense), Net. Zindart's interest income (expense),
net, was $291,000 in the nine months ended December 31, 1997 as compared to
$(572,000) in the nine months ended December 31, 1996. The change was
attributable to decreased borrowings in the later period. The Company's
interest expense will increase substantially upon completion of the Hua Yang
acquisition.
Other Income (Expense), Net. Zindart's other income (expense), net,
totaled $153,000 in the nine months ended December 31, 1997 as compared to
$168,000 in the nine months ended December 31, 1996
Provision For Income Taxes. The effective income tax rate for Zindart
was 8.6% in the nine months ended December 31, 1997 and 8.6% in the nine months
ended December 31, 1996.
Net Income. Based on the factors described above, Zindart's net
income totaled $6.9 million in the nine months ended December 31, 1997, an
increase of $2.7 million, or 62.7%, from $4.2 million in the nine months ended
December 31, 1996.
Liquidity and Capital Resources
Zindart. Zindart has financed its operations through cash from
operations and sales of equity securities. Zindart increased its working
capital in March and April 1997 in connection with Zindart's initial public
offering, with net proceeds to Zindart of approximately $14.1 million. Cash
and bank deposits and capital leases were $13.2 million and $1.7 million,
respectively, at December 31, 1997. Cash generated from operating activities
was $8.0 million for the nine months ended December 31, 1997. Cash used in
investing activities for the nine months ended December 31, 1997 was $7.8
million, primarily as a result of expenditures for the acquisition of plant and
equipment and construction-in-progress at Zindart's facility in Dongguan,
Guangdong Province, PRC (the "Dongguan Facility"). Zindart's cash generated by
financing activities during such nine-month period was $509,000.
During the nine months ended December 31, 1997, Zindart repaid
equipment lease financings of $471,000 to two equipment lessors. As of
December 31, 1997, the aggregate outstanding amount under all capital leases
was $1.7 million. As of December 31, 1997, $2.3 million remained available to
draw upon under these leases. These leases require repayment in 48 monthly
installments. The first and second leases carry annual interest rates of 9.3%
and 7.2%, respectively. Zindart repaid short-term and long-term loans of $8.0
million in fiscal 1997. In fiscal 1997, Zindart obtained equipment lease
financing in the aggregate amount of $1.5 million from two equipment lessors.
The Company intends to terminate these leases.
Zindart has revolving lines of credit with two banks: Standard
Chartered Bank and The Hong Kong and Shanghai Banking Corporation Limited. In
May 1997, Zindart renegotiated its banking facilities. As a result, the banks
have released all loan covenants, mortgages over properties and pledges of bank
deposits previously made by Zindart. As of December 31, 1997, these lines of
credit allowed for aggregate borrowings of up to $10.4 million. As of December
31, 1997, Zindart had no borrowing outstanding under these revolving lines of
credit.
Consistent with practice in the giftware, collectibles and toy
industry, Zindart offers accounts receivable terms to its customers. This
practice has created working capital
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requirements that Zindart generally has financed with net cash balances,
internally generated cash flow and loans. Zindart's accounts receivable
balance at December 31, 1997 was $13.2 million. Zindart has not experienced
any significant problems with collection of accounts receivable from its
customers.
Zindart's capital expenditures for the nine months ended December 31,
1997, fiscal 1997 and fiscal 1996 were $7.8 million, $3.0 million and $7.3
million, respectively.
The Company. The Company's liquidity needs are expected to arise
primarily from debt service on indebtedness incurred in connection with the Hua
Yang acquisition, working capital needs and the funding of capital expenditures
and investments. The Company has incurred substantial indebtedness in
connection with the Hua Yang acquisition. The Company's revolving credit
facility (the "Credit Facility") provides for revolving borrowings in a maximum
amount of up to $30.0 million, with a term of five years, subject to the put
option described below. All borrowings were fully utilized in connection with
the Hua Yang acquisition. Borrowings under the Credit Facility currently bear
interest at a rate of LIBOR plus a margin of 2.0%. Interest is payable
quarterly in arrears.
The Company anticipates repayment of approximately $10.0 million of
such indebtedness with the net proceeds from the Company's pending public
offering, as permitted by the Credit Facility. After such repayment, quarterly
interest payments will be approximately $531,000. Each lender under the Credit
Facility may demand repayment of its commitment under the Credit Facility at
the end of each of the third and fourth years following the closing date upon
90 days' prior written notice. The Company may cancel the Credit Facility in
whole or in part at any interest payment date upon 90 business days' prior
written notice. As required by the Credit Facility, the Company expects to use
approximately $3.1 million of its working capital to repay its existing capital
leases before the end of fiscal 1998.
As of December 31, 1997, the Company had capital commitments amounting
to approximately $552,000 in respect of purchase of machinery and tools. The
Company anticipates that its capital expenditures will increase substantially
in the event that the Company elects to move the Hua Yang facility or to build
an expansion to the Dongguan Facility.
On a pro forma basis as of December 31, 1997, the Company had cash and
bank deposits of approximately $8.8 million, $10.4 million available under its
existing lines of credit and total indebtedness of approximately $33.1 million.
The Company's principal source of cash to fund its liquidity needs
will be net cash from operating activities and borrowings under existing lines
of credit and the Credit Facility The Company believes that these sources, with
the estimated net proceeds from the Company's pending public offering (after
the repayment of $10.0 million of the indebtedness under the Credit Facility),
will be adequate to meet the Company's anticipated future requirements for
working capital, capital expenditures and interest payments on its existing
indebtedness for at least the next 18 months. However, there can be no
assurance that these resources will be adequate to meet the Company's needs,
particularly in the event that the Company elects to move its manufacturing
facility presently located in Shenzen, PRC, or to expand the Dongguan Facility.
In the event that the Company requires additional capital, it may be required
to issue
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additional equity securities, which could result in additional dilution to
existing stockholders, or to borrow such funds, which could adversely affect
operating results. No assurance can be given that such capital will be
available.
All of Zindart's sales are denominated either in U.S. Dollars or Hong
Kong Dollars. The largest portion of Zindart's expenses are denominated in
Hong Kong Dollars, followed by Renminbi (the PRC's currency) and U.S. Dollars.
Since 1983, the Hong Kong government has maintained a policy of linking the
U.S. Dollar and the Hong Kong Dollar at an exchange rate of approximately
HK$7.80 to US$1.00. There can be no assurance that this link will be
continued, although Zindart is not aware of any intention of the Hong Kong
government or the PRC to abandon the link. There has been significant
volatility in the exchange rates of Renminbi to U.S. Dollars in recent years.
Over the last five years, the Renminbi has experienced significant devaluation
against most major currencies. The January 1, 1994 establishment of the
current floating exchange rate system produced a significant devaluation of the
Renminbi from $1.00 to Rmb 5.7 to approximately $1.00 to Rmb 8.3 as of December
31, 1997. The rates at which exchanges of Renminbi into U.S. Dollars may take
place in the future may vary. If the value of the Renminbi or the Hong Kong
Dollars depreciates relative to the value of U.S. Dollars, such fluctuation may
have a positive effect on Zindart's results of operations. If the value of the
Renminbi or the Hong Kong Dollars appreciates relative to the value of U.S.
Dollars, such fluctuation may have a negative effect on Zindart's results of
operations. Zindart does not currently hedge its foreign exchange positions.
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OTHER INFORMATION
CHANGES IN SECURITIES AND USE OF PROCEEDS
On February 13, 1998, Zindart issued 666,667 Ordinary Shares in
connection with the acquisition of Hua Yang. Of these Shares, 643,334 were
sold in reliance on an exemption from the Securities Act of 1933, as amended,
pursuant to Regulation D and/or Section 4(2) thereunder, and 23,333 were sold
in reliance on an exemption pursuant to Regulation S thereunder. The Shares
were sold to the Selling Stockholders set forth in the Exchange Agreement,
dated February 10, 1998. See the Company's Report on Form 6-K relating to the
acquisition for the month of February, 1998.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On December 31, 1997, Zindart held an Extraordinary General Meeting of
Shareholders. At the meeting, shareholders passed the following resolutions:
1. Authorizing the Board of Directors to issue up to 1,000,000
Ordinary Shares of Zindart in connection with the acquisition of Hua Yang (For
5,193,119, Against 455,100, Withheld 2,400);
2. Increasing the Authorized share capital of Zindart from
HK$5,000,000 to HK$7,500,000 by the creation of 5,000,000 new share of HK$0.50
each ranking pari passu in all respects with the existing Ordinary Shares of
Zindart (For 5,188,525, Against 459,694, Withheld 2,400); and
3. Authorizing the Board of Directors to issue all or part of the
authorized but unissued shares of Zindart in such manner and to such persons as
they in their discretion deem fit, such authorization to lapse at the next
annual general meeting of the Company (For 5,191,819, Against 451,200, Withheld
7,600).
4. Amending Article 66 of the Articles of Association of the
Company to permit the Board of Directors to appoint any other person as a
director, provided that such appointment shall automatically terminate at the
next following annual general meeting of the Company. (For 5,644,519, Against
500, Withheld 4,600).
5. Amending Article 65 of the Articles of Association of the
Company to establish the number of directors of the Company to be no less than
two and no more than eleven. (For 5,645,019, Against 3,100, Withheld 1,500).
13.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ZINDART LIMITED
Date February 23, 1998 By /s/ Feather S.Y. Fok
--------------------------------
Feather S.Y. Fok
Chief Financial Officer and
Chief Operating Officer
14.
