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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)
Man Sang Holdings, Inc.
(Name of Issuer)
Common Stock, $.001 Par Value
(Title of Class of Securities)
561651-20-9
(CUSIP Number)
Cafoong Limited
21st Floor, Railway Plaza, 39 Chatham Road South, Tsimshatsui, Hong Kong
(852) 2317-5300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 20, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
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1. Name of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons
Cafoong Limited
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds
WC
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
[ ]
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6. Citizenship or Place of Organization
British Virgin Islands
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Number of Shares
Beneficially Owned by
Each Reporting Person
With
7. Sole Voting Power:2,750,000 shares of common stock,
$.001 par value
8. Shared Voting Power: - 0 -
9. Sole Dispositive Power: 2,750,000 shares of common
stock, $.001 par value
10. Shared Dispositive Power: - 0 -
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,750,000 shares of common stock, $.001 par value
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
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13. Percent of Class Represented by Amount in Row (11)
63.9% of the Issuer's common stock, $.001 par value;
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14. Type of Reporting Person
CO
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1. Name of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Cheng Chung Hing, Ricky
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds
PF
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[ ]
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6. Citizenship or Place of Organization
Hong Kong permanent resident
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Number of Shares
Beneficially Owned by
Each Reporting Person
With
7. Sole Voting Power: 2,750,000 shares of common stock,
$.001 par value;
8. Shared Voting Power: - 0 -
9. Sole Dispositive Power: 2,750,000 shares of common
stock, $.001 par value;
10. Shared Dispositive Power: - 0 -
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,750,000 shares of common stock, $.001 par value
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
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13. Percent of Class Represented by Amount in Row (11)
63.9% of the Issuer's common stock, $.001 par value;
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14. Type of Reporting Person
IN
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ITEM 1. SECURITY AND ISSUER.
The securities to which this Statement on Schedule 13D relates are the shares of
common stock, par value $.001 per share ("Common Stock"), of Man Sang Holdings,
Inc., a Nevada corporation (the "Issuer"). The principal executive office of the
Issuer is located at 21st Floor, Railway Plaza, 39 Chatham Road South,
Tsimshatsui, Hong Kong.
ITEM 2. IDENTITY AND BACKGROUND.
(a), (b), (c) and (f). This Statement on Schedule 13D is being filed by Cafoong
Limited, a British Virgin Islands company ("Cafoong") and Mr. Cheng Chung Hing,
Ricky. Cafoong and Mr. Cheng Chung Hing, Ricky (together, the "Reporting
Persons") are filing the statement jointly, pursuant to the provisions of Rule
13d-(f)(1) under the Securities Exchange Act of 1934, as amended, as separate
persons and not as members of a group. See Exhibit 1 for their Joint Filing
Agreement.
Cafoong
Cafoong is a British Virgin Islands company whose sole business is to hold
shares of Common Stock and Series A Preferred Stock, par value $.001 per share
("Series A Preferred Stock") of the Issuer. The address of the principal
business and principal offices of Cafoong is 21st Floor, Railway Plaza, 39
Chatham Road South, Tsimshatsui, Hong Kong. Information relating to the
directors and executive officers of Cafoong is set forth on Schedule A hereto
which is incorporated herein by reference.
Mr. Cheng Chung Hing, Ricky
The principal occupation of Mr. Cheng Chung Hing, Ricky is the Chairman of the
Board and President of the Issuer. The business address of Mr. Cheng is 21st
Floor, Railway Plaza, 39 Chatham Road South, Tsimshatsui, Hong Kong. Mr. Cheng
is a Hong Kong permanent resident. Mr. Cheng holds 60% of all of the issued and
outstanding capital stock of Cafoong.
(d) and (e). No Reporting Person nor, to the best knowledge of each Reporting
Person, any of the persons identified in this Item 2 has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of which any such
person was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On June 20, 1997, Cafoong acquired all of the issued and outstanding capital
stock of certain 11 British Virgin Islands companies (the "Sellers") for an
aggregate purchase price of $110,000. The Sellers hold, in aggregate, 1,392,125
shares of Common Stock of the Issuer (the "Acquired Shares"). The purchase was
funded by Mr. Cheng Chung Hing, Ricky and Mr. Cheng Tai Po, using their
personal funds. (Mr. Cheng Tai Po owns 40% of all issued and outstanding
capital stock of Cafoong and is a director of Cafoong).
On January 8, 1996, the shareholders of Man Sang International (B.V.I.)
Limited, a British Virgin Islands company ("Man Sang B.V.I."), and the Issuer
effected a share exchange (the "Exchange"), pursuant to which the shareholders
of Man Sang B.V.I. surrendered their capital stock of Man Sang B.V.I. in
exchange for shares of Common Stock and if applicable, shares of Series A
Preferred Stock of the Issuer. In connection with the Exchange, Cafoong
received 5,431,500 shares of Common Stock and 100,000 shares of Series A
Preferred Stock, representing approximately 45.3% and 100%, respectively, of
the issued and outstanding Common Stock and Series A Preferred Stock of the
Issuer. The Sellers received, in aggregate, 5,568,500 shares of Common Stock of
the Issuer. As Series A Preferred Stock entitles the holder thereof to a
one-third voting control, Cafoong acquired the controlling interest in the
Issuer. Upon the Exchange, Man Sang B.V.I. and its operating subsidiaries
became direct and indirect subsidiaries of the Issuer.The acquisition of shares
of Common Stock and Series A Preferred Stock was not required to be reported,
as neither Common Stock nor Series A Preferred Stock was then registered under
Section 12 of the Securities Exchange Act of 1934, as amended or otherwise
within the specifications under Rule13d-1(d) promulgated under that Act.
Subsequent to the Exchange, the Issuer effected a 1-for-4 reverse stock split
of its Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
Cafoong acquired the Acquired Shares for investment purposes. The Reporting
Persons may from time to time acquire additional shares of Common Stock in the
open market or in privately negotiated transactions, subject to availability of
such shares at prices deemed favorable, to the Issuer's business or financial
condition and to other factors and conditions the Reporting Persons deem
appropriate. Alternatively, the Reporting Persons may sell all or a portion of
their shares of Common Stock in the open market or in privately negotiated
transactions subject to the restrictions referred to in Item 6.
Except as set forth above in the immediately preceding paragraph, no Reporting
Person has any present plans or proposals that relate to or would result in: (a)
the acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Issuer or of any of its subsidiaries; (d) any change in the
present board of directors or management of the Issuer, including any plans or
proposals to change the number or term of such directors or to fill any existing
vacancies on such board; (e) any material change in the present capitalization
or dividend policy of the Issuer; (f) any other material change in the Issuer's
business or corporate structure; (g) changes in the Issuer's charter, by-laws or
instruments corresponding thereto or other actions that may impede the
acquisition of control of the Issuer by any person; (h)
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causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (i) a class of
equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934; or (j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b). As of the date hereof, Cafoong owns directly 1,357,875 shares of
Common Stock. As the direct beneficial owner of all issued and outstanding
capital stock of the Sellers, Cafoong may be deemed to have acquired indirect
beneficial ownership of 1,392,125 shares of Common Stock held by the Sellers. As
a result, Cafoong may be deemed to own beneficially a total of 2,750,000 shares
of Common Stock, representing approximately 63.9% of the Issuer's Common Stock.
Mr. Cheng Chung Hing, Ricky is the Chairman of the Board and President of
Cafoong and a direct holder of 60% of all of the issued and outstanding
capital stock of Cafoong, and therefore may also be deemed to own beneficially
such shares of Common Stock owned, directly or indirectly, by Cafoong.
(c) Except as described herein, no Reporting Person nor, to the best knowledge
of each Reporting Person, any person identified in Item 2, has effected any
transaction in shares of Common Stock during the preceding 60 days.
(d) To the best knowledge of the Reporting Persons, no person other than the
Reporting Persons has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, shares of Common Stock
representing more than 5% of Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SECURITIES OF THE ISSUER.
No contracts, arrangements, understandings, or relationships (legal or
otherwise) exist between any Reporting Person and any person with respect to any
securities of the Issuer, including, but not limited to, transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies. None of the Reporting Persons is
a party to any arrangement whereby securities of the Issuer are pledged or are
otherwise subject to a contingency the occurrence of which would give another
person voting power or investment power over such securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement, dated June 27, 1997 between Cafoong and
Mr. Cheng Chung Hing, Ricky.
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After reasonable inquiry and to the best of my knowledge and belief, I hereby
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 27, 1997
Cafoong Limited
By: /s/ Cheng Chung Hing, Ricky
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Name: Cheng Chung Hing, Ricky
Title: Chairman
Cheng Chung Hing, Ricky
By: /s/ Cheng Chung Hing, Ricky
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Name: Cheng Chung Hing, Ricky
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SCHEDULE A
Directors and Executive Officers of Cafoong Limited ("Cafoong")
<TABLE>
<CAPTION>
Present Principal
Name Business Address Occupation or Employment
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<S> <C> <C>
Cheng Chung Hing, Ricky 21st Floor, Railway Plaza, Chairman of Man Sang
39 Chatham Road South, Holdings, Inc.
Tsimshatsui, Hong Kong
Cheng Tai Po 21st Floor, Railway Plaza, Vice Chairman of Man
39 Chatham Road South, Sang Holdings, Inc.
Tsimshatsui, Hong Kong
</TABLE>
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EXHIBIT 1
AGREEMENT
JOINT FILING OF SCHEDULE 13D
The undersigned hereby agree to file jointly the Statement on Schedule 13D (the
"Statement") relating to the common stock, $.001 par value per share, of Man
Sang Holdings, Inc., and any amendments thereto which may be deemed necessary
pursuant to Regulation 13D or G promulgated under Section 13 of the Securities
Exchange Act of 1934, as amended.
It is understood and agreed that a copy of this Agreement shall be attached as
an exhibit to the Statement, filed on behalf of each of the parties hereto.
This Agreement may be executed in multiple counterparts, each of which shall
constitute an original, one and the same instrument.
IN WITNESS WHEREOF, each the undersigned has executed this Agreement as of the
27th day of June, 1997.
CAFOONG LIMITED
By: /s/ Cheng Chung Hing, Ricky
----------------------------------------
Name: Cheng Chung Hing, Ricky
Title: Chairman
CHENG CHUNG HING, RICKY
By: /s/ Cheng Chung Hing, Ricky
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Name: Cheng Chung Hing, Ricky
