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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 8, 1998
MAN SANG HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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NEVADA 33-10639-NY 87-053970
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
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21ST FLOOR, RAILWAY PLAZA, 39 CHATHAM ROAD SOUTH
TSIMSHATSUI, KOWLOON, HONG KONG SPECIAL ADMINISTRATIVE REGION
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (852) 2317 5300
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Item 5. Other Events
Man Sang Holdings, Inc., a Nevada corporation (the "Registrant") is the sole
parent of Man Sang International (B.V.I.) Limited, a company incorporated in the
British Virgin Islands ("Man Sang BVI"). On the Record Date (as hereinafter
defined), Man Sang BVI in turn legally and beneficially owned approximately
73.02% of the issued and outstanding shares of Man Sang International Limited, a
company incorporated as an exempted company under the Companies Act 1981 of
Bermuda ("MSIL"). MSIL is listed on The Stock Exchange of Hong Kong Limited (the
"Stock Exchange").
At the 1998 Annual General Meeting of MSIL, held on August 12, 1998, MSIL
shareholders approved a final dividend for the year ended March 31, 1998 of
HK$0.03 per share, to be settled by way of allotment of fully paid shares of par
value HK$0.10 each in the capital of MSIL (the "Scrip Shares") with a cash
option (the "Scrip Dividend Scheme"), payable to shareholders whose names
appeared on the Register of Members of MSIL on August 12, 1998 (the "Record
Date").
Under the Scrip Dividend Scheme, each MSIL shareholder had the choice of
receiving:
(a) an allotment of Scrip Shares credited as fully paid and having an
aggregate value (as determined below), except for adjustment for
fractional entitlements, equal to the total amount of final dividend
which such shareholder could elect to receive in cash; or
(b) HK$0.03 in cash for each share held on the Record Date; or
(c) a combination of (a) and (b) above.
For the purpose of calculating the number of Scrip Shares to be issued and
allotted, the value of Scrip Shares was fixed at HK$0.257 per share, which was
the average of the closing prices of the shares of MSIL on the Stock Exchange
for the five consecutive trading days ended August 11, 1998. Accordingly the
number of Scrip Shares to be issued and allotted will be calculated as follows:
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Number of Scrip Shares Number of shares for HK$0.03
to be issued and allotted = which scrip election x --------
to be made HK$0.257
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The number of Scrip Shares to be issued and allotted to each MSIL shareholder
was rounded down to the nearest whole number. Fractional entitlements to Scrip
Shares were aggregated and the resulting shares will be sold for the benefit of
MSIL.
The Scrip Shares rank pari passu in all respects with the existing issued shares
of MSIL except that they will not be entitled to the final dividend for the year
ended March 31, 1998.
On the Record Date, MSIL had 472,500,050 shares issued and outstanding. MSIL
shareholders holding 370,013,109 shares have elected to receive cash dividend,
equivalent to an amount of HK$11,100,393.27. The remaining shareholders,
holding a total of 102,486,941 shares, have elected to receive Scrip Shares,
equivalent to 11,963,456 shares of HK$0.10 each to be allotted under the Scrip
Dividend Scheme. Fractional entitlements were aggregated and out of the Scrip
Shares, 135 shares are fractional shares. Said 135 shares will be sold for MSIL
benefit.
The Stock Exchange had granted approval for listing of and permission to deal in
the Scrip Shares. The cash dividend and the Scrip Shares was payable and
allotted to MSIL shareholders entitled thereto on October 8, 1998.
After the allotment of the Scrip Shares, Man Sang BVI legally and beneficially
owns approximately 73.28% of the issued and outstanding shares of MSIL.
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 hereunto duly authorized.
MAN SANG HOLDINGS, INC.
Date: October 8, 1998 By: /s/ CHENG CHUNG HING, RICKY
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Cheng Chung Hing, Ricky
Chief Executive Officer
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