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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
MAN SANG HOLDINGS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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MAN SANG HOLDINGS, INC.
21/F RAILWAY PLAZA
39 CHATHAM ROAD SOUTH
TSIMSHATSUI, KOWLOON, HONG KONG
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 2, 2001
To the Shareholders of Man Sang Holdings, Inc. :
An Annual Meeting of Shareholders of Man Sang Holdings, Inc. (the
"Company") will be held at 21/F, Railway Plaza, 39 Chatham Road South,
Tsimshatsui, Kowloon, Hong Kong, at 10:00 a.m., on Thursday, August 2, 2001 for
the following purposes:
1. To elect five Directors of the Company to hold office until
the next annual meeting of shareholders or until their
successors are duly elected and qualified.
2. To ratify the appointment of Deloitte Touche Tohmatsu as the
Company's independent accountants.
3. To transact such other business as may properly come before
the meeting or any adjournment thereof.
Shareholders of record at the close of business on July 3, 2001 are
entitled to notice of and to vote at the meeting and any adjournment thereof.
You are cordially invited to attend the meeting. Whether or not you are
planning to attend the meeting, you are urged to complete, date and sign the
enclosed proxy card and return it promptly.
YOUR VOTE IS IMPORTANT! PLEASE PROMPTLY MARK, DATE, SIGN, AND RETURN
YOUR PROXY IN THE ENCLOSED ENVELOPE. IF YOU ARE ABLE TO ATTEND THE MEETING AND
WISH TO VOTE YOUR SHARES PERSONALLY, YOU MAY DO SO AT ANY TIME BEFORE THE PROXY
IS VOTED.
By Order of the Board of Directors
/s/ Sophia Ho
Sophia Ho
Secretary
Hong Kong
July 3, 2001
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MAN SANG HOLDINGS, INC.
21/F RAILWAY PLAZA
39 CHATHAM ROAD SOUTH
TSIMSHATSUI, KOWLOON, HONG KONG
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 2, 2001
PURPOSE
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Man Sang Holdings, Inc., a Nevada
corporation (the "Company"), to be voted at the 2001 Annual Meeting of
Shareholders of the Company and at any adjournment thereof (the "Annual
Meeting"). The Annual Meeting is scheduled to be held at 21/F, Railway Plaza, 39
Chatham Road South, Tsimshatsui, Kowloon, Hong Kong, on Thursday, August 2, 2001
at 10:00 a.m. local time. The accompanying enclosed notice of the Annual
Meeting, this Proxy Statement and the enclosed proxy are being mailed to
shareholders on or about July 9, 2001. All of the expenses in connection with
soliciting proxies from shareholders, including the reimbursement of brokerage
firms and others for their expenses in forwarding proxies and this Proxy
Statement to the beneficial owners of the Company's common stock, will be borne
by the Company.
PROXIES AND REVOCATION OF PROXIES
The shares represented by any proxy in the enclosed form, if such proxy
is properly executed and is received by the Company, and not properly revoked,
prior to or at the Annual Meeting prior to the closing of the polls, will be
voted in accordance with the specifications made thereon. Proxies on which no
specification has been made by the shareholder will be voted FOR the election to
the Board of Directors of the nominees of the Board of Directors named herein
and FOR the ratification of the appointment of the designated independent
accountants. Any proxy given pursuant to this solicitation may be revoked by the
person giving it anytime before it is voted. Proxies may be revoked by (i)
filing with the Secretary of the Company, at or before the taking of the vote at
the Annual Meeting, a written notice of revocation bearing a later date than the
date of the proxy; or (ii) attending the Annual Meeting and voting in person.
VOTING SECURITIES
The Board of Directors has fixed July 3, 2001 as the record date (the
"Record Date") for the determination of holders of common stock, $.001 par
value, of the Company (the "Common Stock") entitled to notice of and to vote at
the Annual Meeting. At the close of business on that date, there were
outstanding and entitled to vote 4,405,960 shares of the Common Stock. The
holders of the Common Stock will be entitled to one vote per share of the Common
Stock registered in their names on the books of the Company at the close of
business on the Record Date. In addition to the Common Stock, there were 100,000
shares of Series A Preferred Stock (the "Series A Preferred Stock") outstanding
and entitled to vote as of the Record Date. The holders of Series A Preferred
Stock, as a class, are entitled to one-third voting control, or an aggregate of
2,202,980 votes at the Annual Meeting, in all matters voted on by the
shareholders of the Company.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
COMMON STOCK
The information furnished in the following table indicates beneficial
ownership of shares of the Company's Common Stock, as of July 3, 2001, by (i)
each shareholder of the Company who is known by the Company to be beneficial
owner of more than 5% of the Company's Common Stock, (ii) each director, nominee
for director and Named Officer (defined in "Information Regarding Executive
Officers" in Proposal 1 below) of the Company, individually, and (iii) all
officers and directors of the Company as a group.
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NAME AND ADDRESS AMOUNT AND NATURE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) PERCENT OF CLASS
- ------------------- ------------------------ ----------------
Cafoong Limited (2) (4) ................................... 2,750,000 57%
Cheng Chung Hing, Ricky (2) (3) (4) ....................... 2,850,000 59%
Cheng Tai Po (2) (3) (4) .................................. 2,850,000 59%
Yan Sau Man, Amy (3) (4) .................................. 100,000 2%
Lai Chau Ming, Matthew (4) ................................ - 0 - *
Yuen Ka Lok, Ernest (4) ................................... - 0 - *
Ho Suk Han, Sophia (4) .................................... - 0 - *
All executive officers and directors as a group (6 persons) 3,050,000 63%
- -------------
* Less than 1%
(1) This disclosure is made pursuant to certain rules and regulations
promulgated by the Securities and Exchange Commission and the number of
shares shown as beneficially owned by any person may not be deemed to
be beneficially owned for other purposes. Unless otherwise indicated in
these footnotes, each named individual has sole voting and investment
power with respect to such shares of Common Stock, subject to community
property laws, where applicable.
(2) Cafoong Limited owns directly 1,357,875 shares of Common Stock of the
Company. Cafoong Limited also owns indirectly 1,392,125 shares of
Common Stock of the Company by virtue of holding all issued and
outstanding shares of certain British Virgin Islands companies which
own such shares of Common Stock of the Company. Because Cheng Chung
Hing, Ricky and Cheng Tai Po own 60% and 40%, respectively, of all
issued and outstanding stock, and are directors, of Cafoong Limited,
they may be deemed to be the beneficial owners of the shares of Common
Stock of the Company which are owned, directly or indirectly, by
Cafoong Limited.
(3) Each of Cheng Chung Hing, Ricky, Cheng Tai Po and Yan Sau Man, Amy has
the right, within 60 days, to exercise non-qualified options granted
under the 1996 Stock Option Plan to purchase 100,000 shares of Common
Stock of the Company.
(4) Address is 21st Floor, Railway Plaza, 39 Chatham Road South,
Tsimshatsui, Kowloon, Hong Kong.
PREFERRED STOCK
The following table is furnished as of July 3, 2001, to indicate
beneficial ownership of the Company's Series A Preferred Shares by each
shareholder of the Company who is known by the Company to be a beneficial owner
of more than 5% of the Company's Series A Preferred Shares.
NAME AND ADDRESS AMOUNT AND NATURE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) PERCENT OF CLASS
- ------------------- ------------------------ ----------------
Cafoong Limited (1) (2) ................................... 100,000 100%
- -----------
(1) Cheng Chung Hing, Ricky and Cheng Tai Po own 60% and 40%, respectively,
of all issued and outstanding stock, and are directors, of Cafoong
Limited and, accordingly, are deemed to be the beneficial owners of the
shares of Series A Preferred Stock of the Company owned by Cafoong
Limited.
(2) Address is 21st Floor, Railway Plaza, 39 Chatham Road South,
Tsimshatsui, Kowloon, Hong Kong.
CHANGES IN CONTROL
To the knowledge of management, there are no present arrangements or
pledges of securities of the Company which may result in a change in control of
the Company.
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QUORUM AND VOTING PROCEDURES
The presence at the Annual Meeting, in person or by proxy, of the
holders representing a majority of voting powers of the outstanding shares of
the Common Stock and Series A Preferred Stock entitled to vote at the Annual
Meeting is required to constitute a quorum for the transaction of business at
the Annual Meeting. Abstentions and broker non-votes will be considered
represented at the meeting for the purpose of determining a quorum. Shares of
Common Stock and Series A Preferred Stock represented by a properly dated,
signed and returned proxy will be counted as present at the Annual Meeting for
purposes of determining a quorum, without regard to whether the proxy is marked
as casting a vote or abstaining.
The shares represented by each proxy will be voted in accordance with
the instructions given therein. Where no instructions are indicated, the proxy
will be voted for the nominees to the Board of Directors named in this Proxy
Statement and for the ratification of the appointment of Deloitte Touche
Tohmatsu as the Company's independent accountants; and at the discretion of the
persons named in the accompanying proxy on any other business that may properly
come before the Annual Meeting.
Under applicable law and the Company's Articles of Incorporation and
Bylaws, if a quorum is present at the Annual Meeting, the five nominees for
election to the Board of Directors who receive a plurality of votes cast for the
election of directors present in person or represented by proxy shall be elected
directors. The appointment of Deloitte Touche Tohmatsu as the Company's
independent accountants will be ratified if a majority of votes cast in the
Annual Meeting in person or by proxy are in favor of Proposal 2 hereof.
Abstentions and broker non-votes will not affect the outcome of the voting
because they will not represent votes cast.
The Board of Directors is not aware of any matters that are expected to
come before the Annual Meeting other than those referred to in this Proxy
Statement. If any other matter should come before the Annual Meeting, the
persons named in accompanying proxy intend to vote such proxies in accordance
with their best judgment.
Under the laws of the State of Nevada, dissenters rights are not
available to shareholders of the Company with respect to any matter scheduled to
be brought before the Annual Meeting.
PROPOSAL 1
ELECTION OF DIRECTORS
Five directors are to be elected to serve until the next annual meeting
of shareholders or until their successors are elected and shall have been
qualified. The Board of Directors has nominated Cheng Chung Hing, Ricky; Cheng
Tai Po; Yan Sau Man, Amy; Lai Chau Ming, Matthew and Yuen Ka Lok, Ernest to
serve as directors (the "Nominees"). Directors shall be elected by shareholders
holding a plurality of the votes represented by the shares of Common Stock and
Series A Preferred Stock present at the Annual Meeting. In the event that any
one of the Nominees is unable or declines to serve as a director, the Board of
Directors intends to substitute another person of their choice as nominee, in
his place and stead, or to present such lesser number of directors in accordance
with the Company's Bylaws. The Board of Directors has no reason to believe that
any Nominee will be unable to serve or decline to serve as a director. Any
vacancy occurring between shareholders' meetings, including vacancies resulting
from an increase in the number of directors, may be filled by the Board of
Directors. A director elected to fill a vacancy shall hold office until the next
annual shareholders' meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS
VOTE FOR THE ELECTION OF ALL NOMINEES NAMED ABOVE TO THE BOARD OF DIRECTORS.
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INFORMATION REGARDING NOMINEES
The following table sets forth, as of July 3, 2001, the name and age,
position held with the Company and term of office, of each director of the
Company and the period or periods during which he or she has served in his or
her respective position(s).
NAME AGE POSITION(S) HELD TERM OF OFFICE
- ---- --- ---------------- --------------
Cheng Chung Hing, Ricky 40 President and Chairman of the Board 1/96 - present
Chief Executive Officer 1/98 - present
Chief Financial Officer 2/99 - 8/99
and
8/00 - present
Cheng Tai Po 49 Vice Chairman of the Board 1/96 - present
Yan Sau Man, Amy 38 Vice President and Director 1/96 - present
Lai Chau Ming, Matthew 48 Director 11/96 - present
Yuen Ka Lok, Ernest 38 Director 11/96 - present
TERM OF OFFICE
Each of the directors of the Company serves until his or her successor
is duly elected at the next annual meeting of shareholders or until his or her
earlier resignation or removal.
INFORMATION REGARDING EXECUTIVE OFFICERS
The following table sets forth the names, ages and offices of the
present executive officers of the Company. The periods during which such persons
have served in such capacities and information with respect to non-employee
directors are indicated in the description of business experience of such
persons below.
NAME AGE POSITION HELD
- ---- --- -------------
Cheng Chung Hing, Ricky ................................................ 40 President, Chairman, Chief
Executive Officer, Chief
Financial Officer
Cheng Tai Po ........................................................... 49 Vice Chairman
Yan Sau Man, Amy ....................................................... 38 Vice President
Ho Suk Han, Sophia ..................................................... 32 Secretary
BUSINESS EXPERIENCE OF DIRECTORS AND EXECUTIVE OFFICERS
CHENG Chung Hing, Ricky, co-founder of the Company with its
subsidiaries (the "Group"), has served as Chairman of the Board of Directors and
President of the Company since January 8, 1996, and of Man Sang International
(B.V.I.) Limited ("Man Sang BVI") since December 1995. He was appointed Chief
Executive Officer of the Company on January 2, 1998. He was appointed a member
of the Compensation Committee of the Board of Directors on September 8, 1997 and
Chief Financial Officer on February 27, 1999 but resigned from the two offices
on September 18, 1998 and August 2, 1999 respectively. He was again appointed
Chief Financial Officer on August 2, 2000. Mr. Cheng was appointed Chairman and
a Director of Man Sang International Limited ("MSIL"), an indirect subsidiary
listed on The Stock Exchange of Hong Kong Limited, on August 8, 1997 and August
4, 1997, respectively. Prior to the reorganization of the Group in late 1995
which culminated in the Company's issuance of Common Stock and Series A
Preferred Stock in exchange for all the outstanding securities of Man Sang BVI
in January 1996 (the "Group Reorganization"), he had served as chairman and
president of various companies within the Group. Mr. Cheng has nearly 20 years'
experience in the pearl business and is responsible for overall planning,
strategic formulation and business development of the Company.
CHENG Tai Po, co-founder of the Group, has served as Vice Chairman of
the Company since January 8, 1996 and of Man Sang BVI since December 1995. He
was appointed Deputy Chairman and a Director of MSIL on August 8 and August 4,
1997, respectively. Prior to the Group Reorganization, he had served as
vice-chairman of various companies within the Group. Mr. Cheng has nearly 20
years' experience in the pearl
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business and is responsible for purchasing and processing of pearls as well as
overall planning, strategic formulation and business development of the Company.
YAN Sau Man, Amy, has served as Vice President and a Director of the
Company since January 8, 1996 and of Man Sang BVI since December 1995. She was
appointed as a Director of MSIL on August 12, 1997. Ms. Yan joined the Group in
1984 and has been responsible for overall marketing and sales activities of the
Company.
LAI Chau Ming, Matthew, has served as a Director of the Company since
November 1996. He was appointed a member of the Compensation Committee and a
member of the Audit Committee of the Board of Directors on September 8, 1997 and
September 18, 1998 respectively. Mr. Lai is currently employed as Senior Manager
of Vickers Ballas Hong Kong Limited ("Vickers Ballas"). Prior to his joining
Vickers Ballas in July 1996, Mr. Lai served from 1972 to 1996 as a Senior
Manager of Sun Hung Kai Investment Company Limited, one of the biggest
investment companies in Hong Kong. Mr. Lai has over 28 years' experience in
investment. He is experienced in the areas of financial management and planning.
YUEN Ka Lok, Ernest, has served as a Director of the Company since
November 1996. He was appointed Chairman of the Compensation Committee and a
member of the Audit Committee of the Board of Directors on September 8, 1997 and
September 18, 1998 respectively. Mr. Yuen was also appointed a Director of MSIL
on August 12, 1997. Mr. Yuen is a solicitor and is currently a Partner in the
law firm of Messrs. Yuen & Partners. Mr. Yuen joined Messrs. Ivan Tang & Co.
("ITC") as a Consultant in August 1994 and became a Partner in January 1996. He
retired from ITC as Partner and started his own practice in the name of Yuen &
Partners in August, 1997. Prior to his joining ITC, from March 1992 to August
1994, Mr. Yuen was employed as Assistant Solicitor at Messrs. Van Langenbery &
Lau ("VLL") and Messrs. AB Nasir, respectively. Prior to his joining VLL, Mr.
Yuen was an Articled Clerk at Messrs. Robin Bridge & John Liu. From 1985 to
1987, Mr. Yuen was an audit trainee at Price Waterhouse (now known as
PriceWaterhouseCoopers), an international accounting firm. Mr. Yuen is
experienced in civil and criminal litigations as well as the general commercial
practice.
HO Suk Han, Sophia, has served as Secretary of the Company since
January 1998. Miss Ho has over 10 years' experience in company secretarial work
in an international accounting firm and several listed companies in Hong Kong.
She is an associate of The Hong Kong Institute of Company Secretaries and The
Institute of Chartered Secretaries and Administrators in Hong Kong Limited.
FAMILY RELATIONSHIPS
Cheng Chung Hing, Ricky and Cheng Tai Po are brothers. Other than the
foregoing, there are no family relationships among the above-named directors and
executive officers of the Company.
COMPLIANCE WITH SECTION 16(a) OF EXCHANGE ACT
Based solely on a review of copies of the forms provided to the
Company, or written representations that no other filing of forms was required,
the Company has found that: (i) Cafoong Limited became the beneficial owner of
more than 10% of the Common Stock on January 8, 1996 and such company filed Form
3 in respect thereof in February 1997; (ii) Cheng Chung Hing, Ricky and Cheng
Tai Po became the indirect beneficial owners of more than 10% of the Company's
Common Stock on January 8, 1996 by virtue of their respective holding of 60% and
40% of all the issued and outstanding stock of Cafoong Limited and such
individuals filed Forms 3 in respect thereof on February 20, 1997; (iii) Cheng
Chung Hing, Ricky, Cheng Tai Po and Yan Sau Man, Amy were granted non-qualified
stock options to purchase Common Stock on September 16, 1997 and such
individuals filed Forms 4 in respect thereof on April 9, 1998; and (iv) Hung
Kwok Wing, Sonny exercised all his stock options to purchase 100,000 shares of
Common Stock on February 24, 2000 and filed Form 4 in respect thereof on March
6, 2000.
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COMMITTEES AND ATTENDANCE OF THE BOARD OF DIRECTORS
AUDIT COMMITTEE
The Board of Directors established an Audit Committee on September 18,
1998 with Alexander Reid Hamilton as Chairman, and Yuen Ka Lok, Ernest and Lai
Chau Ming, Matthew as Committee members. Mr. Hamilton is a Director and Chairman
of the Audit Committee of MSIL. He was a partner in an international accounting
firm for 16 years and has over 22 years of audit and accounting experience. Mr.
Hamilton serves as audit committee member of several companies which are listed
on The Stock Exchange of Hong Kong Limited. With his extensive experience, the
Company invited him to act as Chairman of the Audit Committee. All the committee
members are independent as defined in the applicable standards of the National
Association of Securities Dealers.
The Committee makes such examinations as are necessary to monitor the
corporate financial reporting and the internal and external audits of the
Company. Besides the monitoring function, the Committee also makes
recommendations on improvements and conducts any other duties as the Board of
Directors may delegate. The Board of Directors has adopted a charter for the
Committee to set forth its authority and responsibilities. A copy of this
charter is attached to this proxy statement as Exhibit A.
During the year ended March 31, 2001, the Committee held four meetings
to review the financial results of the Company before presentation to the Board
of Directors for approval and release.
REPORT OF THE AUDIT COMMITTEE
In fiscal 2001, the Audit Committee has:
- reviewed and discussed with the Company's independent
accountants and with management the audited financial
statements for the year ended March 31, 2001;
- discussed with the independent accountants the matters
outlined in the Statement on Auditing Standards No.61
(Communication with Audit Committees);
- received the written disclosures and the letter from the
independent accountants required by Independence Standards
Board Standard No.1 (Independence Discussions with Audit
Committees);
- discussed with the independent accountants the independent
accountants' independence.
Based on the Committee's review and discussions noted above, the
Committee recommended to the Board of Directors that audited financial
statements for the year ended March 31, 2001 be included in the Company's annual
report on Form 10-K.
The Committee also reviewed the Company's unaudited financial
statements and reports on Form 10-Q for the quarters ended June 30, September 30
and December 31, 2000 before presentation to the Board of Directors for approval
and release.
Audit Committee
Alexander Reid Hamilton, Chairman
Yuen Ka Lok, Ernest
Lai Chau Ming, Matthew
COMPENSATION COMMITTEE
The Board of Directors established a Compensation Committee on
September 8, 1997 with Yuen Ka Lok, Ernest as Chairman, and Cheng Chung Hing,
Ricky and Lai Chau Ming, Matthew as Committee members. To promote the
Committee's independence, Cheng Chung Hing, Ricky resigned as Compensation
Committee member on September 18, 1998.
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The Compensation Committee deliberates and stipulates the compensation
policy for the Company and to administer the 1996 Stock Option Plan. During the
year ended March 31, 2001, the Compensation Committee met five times to discuss
and review the compensation policies of the Company.
Besides the Audit and Compensation Committee, the Board of Directors
presently maintains no other committees.
ATTENDANCE OF THE BOARD OF DIRECTORS
During the year ended March 31, 2001, the Board of Directors held seven
meetings and adopted one unanimous written consent of action. Each director
(during the period in which each such director served) attended at least 75% of
the meetings of the Board of Directors and the meetings of the committees of the
Board of Directors on which such director served.
EXECUTIVE COMPENSATION
Overview and the Compensation Committee of the Board of Directors
While for convenience of reference this Proxy Statement and the annual
report on Form 10-K has used "the Company" when referring to the overall
business of the Group, the Company itself actually has no employees. The
employee directors of the Company have entered into Services Agreement with MSIL
(see "Employment Agreements"). Other executive officers in the management team
were employed by a subsidiary of MSIL.
In the 2000 Annual General Meeting of MSIL held in August 2000, the
shareholders of MSIL passed a resolution to authorize its Board of Directors to
fix remuneration of all directors (which for MSIL would include all its
executives) for the year. The MSIL Board determined that the compensation
packages of its directors were generally competitive. Hence, the compensation
packages remained unchanged for fiscal 2001, save for Yan Sau Man, Amy. As an
acknowledgment to Yan Sau Man, Amy's dedication to the continuous improvement in
net sales in the past years, the MSIL Board approved an increase in her annual
basic salary with effect from September 1, 2000. See "Employment Agreements".
As at July 3, 2001, the Company via its subsidiary, Man Sang BVI, holds
426,000,000 shares, or 67.42% of the issued capital, of MSIL. Since the overall
compensation of the executive officers of the Company is determined by the Board
of Directors of MSIL, the Company's Compensation Committee takes up a monitoring
function. The Committee reviews the decisions of the MSIL Board in relation to
this issue. Should the Committee disagree with the decisions of the MSIL Board,
the Committee may advise the Company's Board of Directors to vote in any general
meeting of MSIL against authorizing the MSIL Board to fix compensation for
MSIL's directors and executives.
For fiscal 2001, all executive officers received their salaries from
MSIL and each of Cheng Chung Hing, Ricky and Cheng Tai Po received a bonus from
the Company.
With respect to the Chairman and the Vice Chairman, the Compensation
Committee members acknowledged that they have brought to the Company not only
their expertise and personal relationships in the pearl industry, but also their
vision, foresight and efforts to steer the Company towards more diversified
business. The Committee members also took into account the need to retain such
highly qualified officers by providing competitive compensation packages, and
granted a bonus to each of Cheng Chung Hing, Ricky, Chairman of the Board and
Cheng Tai Po, Vice Chairman, on January 2, 2001.
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EXECUTIVE COMPENSATION
During fiscal 2001, other than its Chief Executive Officer, the Company
only had three executive officers whose annual compensation exceeded $100,000.
The following table sets forth information concerning cash and non-cash
compensation paid to such persons during fiscal 2001.
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------- ------------
SECURITIES
OTHER ANNUAL UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(5) OPTIONS GRANTED
- --------------------------- ---- ------ ----- --------------- ---------------
($) ($) ($) (#)
Cheng Chung Hing, Ricky 2001 387,097 129,032(1) 66,968(6) 12,000,000 (11)&(13)
Chairman of the Board, 2000 387,097 290,322(2) 76,469(6) 1,560,243(12)&(13)
President, CEO &CFO 1999 387,097 290,322(3) 91,779(6) --
Cheng Tai Po 2001 387,097 129,032(1) 152,981(7) 12,000,000 (11)&(13)
Vice Chairman 2000 387,097 290,322(2) 156,185(7) 1,560,243(12)&(13)
1999 387,097 290,322(3) 93,347(7) --
Yan Sau Man, Amy 2001 144,086 -- -- 6,000,000 (11)&(13)
Vice President and Director 2000 129,032 25,806(4) -- 2,400,375(12)&(13)
1999 129,032 -- -- --
Vichai Phaisalakani (8) 2001 89,032 -- -- --
CFO of MSIL
(resigned on May 23, 2001)
Wong Ka Ming (9) 2001 116,351 -- -- 1,200,000 (11), (13) & (14)
Vice President and Director 2000 12,681 -- -- --
(resigned on February 21, 2001)
Sun Kam Fai, Zacky (10) 2001 43,588 -- -- --
CFO 2000 113,831 -- -- 650,000(12)&(15)
(resigned on August 2, 2000) 1999 4,354 -- -- --
(1) Each of Cheng Chung Hing, Ricky and Cheng Tai Po received a bonus of
$129,032 from the Company for fiscal 2001. MSIL paid no bonus in fiscal
2001.
(2) Each of Cheng Chung Hing, Ricky and Cheng Tai Po received a bonus of
$129,032 and $161,290 from each of the Company and MSIL respectively
for fiscal 2000.
(3) Each of Cheng Chung Hing, Ricky and Cheng Tai Po received a bonus of
$161,290 and $129,032 from each of the Company and MSIL respectively
for fiscal 1999.
(4) Yan Sau Man, Amy received a bonus of $25,806 from MSIL for fiscal 2000.
(5) Although the officers receive certain perquisites such as company
provided life insurance, medical insurance and mandatory provident
fund, the value of such perquisites did not exceed the lesser of
$50,000 or 10% of the officer's salary and bonus.
(6) In addition to the amounts referred to in note (1) to (3) above, Cheng
Chung Hing, Ricky is provided the right to use a leasehold property of
the Company at no cost as his personal residence. The estimated fair
rental value of such leasehold property was $66,968, $76,469 and
$91,779 for fiscal 2001, 2000 and 1999. The estimated fair rental value
is based on the "rateable value" assessed by the Rating and Valuation
Department of The Government of Hong Kong Special Administrative
Region. According to the Hong Kong Rating Ordinance (Cap. 116),
rateable value is an estimate of the annual rental of the relevant
premises at a designated valuation reference date. When assessing a
rateable value, all factors which would affect rental value, such as
age and size of the premises, quality of finishes, location, transport
facilities, amenities and open market rents, are considered.
(7) In addition to the amounts referred to in note (1) to (3) above, Cheng
Tai Po is provided the right to use a leasehold property of the Company
at no cost as his personal residence. The estimated fair rental
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value of such leasehold property was $152,981, $156,185 and $93,347 for
fiscal 2001, 2000 and 1999 respectively. The estimated fair rental
value is based on the "rateable value" assessed by the Rating and
Valuation Department of The Government of Hong Kong Special
Administrative Region. According to the Hong Kong Rating Ordinance
(Cap. 116), rateable value is an estimate of the annual rental of the
relevant premises at a designated valuation reference date. When
assessing a rateable value, all factors which would affect rental
value, such as age and size of the premises, quality of finishes,
location, transport facilities, amenities and open market rents, are
considered.
(8) In fiscal 2001, Vichai Phaisalakani became, for the first time, a
person whose compensation is to be reported in this table.
(9) In fiscal 2000, Wong Ka Ming became, for the first time, a person whose
compensation is to be reported in this table.
(10) In fiscal 1999, Sun Kam Fai, Zacky became, for the first time, a person
whose compensation is to be reported in this table.
(11) Cheng Chung Hing, Ricky, Cheng Tai Po, Yan Sau Man, Amy and Wong Ka
Ming each received options from MSIL in fiscal 2001. See "Executive
Compensation - Option Grants in Fiscal 2001".
(12) Cheng Chung Hing, Ricky, Cheng Tai Po, Yan Sau Man, Amy and Sun Kam
Fai, Zacky each received options from MSIL in fiscal 2000.
(13) Pursuant to the bonus issue of shares in MSIL, the number of shares
issuable on the exercise of the options was adjusted on August 3, 2000.
(14) Following the resignation of Wong Ka Ming as an executive director of
MSIL, all options granted to him by MSIL expired on March 21, 2001.
(15) In June 2000, Sun Kam Fai, Zacky exercised all his options to purchase
650,000 shares of MSIL. See "Executive Compensation - Option Exercises
in Fiscal 2001".
OPTION GRANTS IN FISCAL 2001
The Company
In fiscal 2001, the Company did not grant any option to any of its
directors or executive officers.
MSIL
MSIL adopted a share option scheme (the "Share Option Scheme") on
September 8, 1997. The Share Option Scheme is administered by the MSIL Board of
Directors, whose decisions are final and binding on all parties. The
Compensation Committee of the Company takes up a monitoring function.
Options to subscribe for MSIL shares of nominal value of HK$0.10 were
granted to the directors and certain senior employees of MSIL on April 28, 2000
at an initial subscription price of HK$0.297 per share. The subscription price
represented 80% of the average closing prices of the shares on The Stock
Exchange of Hong Kong Limited as stated in such exchange's daily quotation
sheets for the five trading days immediately preceding the date on which the
options were offered to the directors and employees. The options can be
exercised in a period of two years commencing on the expiry of six months after
the options are accepted in accordance with the Share Option Scheme, and
expiring on the last day of such two-year period.
On August 3, 2000, MSIL issued an additional 105,311,821 bonus shares
to its shareholders, on the basis of one bonus share for every five shares of
MSIL held. As a result, the number of shares issuable under each option granted
by MSIL was adjusted upward, and the exercise price per share was adjusted
downward, proportionately. The tables below set forth the option grant
information immediately before and after the bonus issue of shares.
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Before the bonus issue of shares on August 3, 2000
INDIVIDUAL GRANTS
------------------------ POTENTIAL REALIZABLE VALUE
PERCENT OF AT ASSUMED ANNUAL RATE
NUMBER OF TOTAL MSIL OF STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR OPTION
UNDERLYING GRANTED TO TERM
OPTIONS EMPLOYEES EXERCISE EXPIRATION ---------------------------
NAME AND PRINCIPAL POSITION GRANTED IN 2001 PRICE) DATE 5% 10%
- ------------------------------- ---------- ---------- -------- ---------- --------- ---------
(#) (%) (HK$/SHARE) (HK$) (HK$)
Cheng Chung Hing, Ricky 10,000,000 30.30 0.297 10/27/2002 1,211,231 1,730,850
Chairman of the Board
Cheng Tai Po 10,000,000 30.30 0.297 10/27/2002 1,211,231 1,730,850
Vice Chairman
Yan Sau Man, Amy 5,000,000 15.15 0.297 10/27/2002 605,616 865,425
Director
Wong Ka Ming (1) 1,000,000 3.03 0.297 10/27/2002 121,123 173,085
Director
After the bonus issue of shares on August 3, 2000
INDIVIDUAL GRANTS
------------------------ POTENTIAL REALIZABLE VALUE
PERCENT OF AT ASSUMED ANNUAL RATE
NUMBER OF TOTAL MSIL OF STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR OPTION
UNDERLYING GRANTED TO TERM(2)
OPTIONS EMPLOYEES EXERCISE EXPIRATION ---------------------------
NAME AND PRINCIPAL POSITION GRANTED IN 2001 PRICE (2) DATE 5% 10%
- ------------------------------- ---------- ---------- -------- ---------- --------- ---------
(#) (%) (HK$/SHARE) (HK$) (HK$)
Cheng Chung Hing, Ricky 12,000,000 30.30 0.2475 10/27/2002 1,211,231 1,730,850
Chairman of the Board
Cheng Tai Po 12,000,000 30.30 0.2475 10/27/2002 1,211,231 1,730,850
Vice Chairman
Yan Sau Man, Amy 6,000,000 15.15 0.2475 10/27/2002 605,616 865,425
Director
Wong Ka Ming (1) 1,200,000 3.03 0.2475 10/27/2002 121,123 173,085
Director
- ---------------
(1) Following the resignation of Wong Ka Ming as executive director of
MSIL, all options granted to him expired on March 21, 2001.
(2) As there was a proportional upward and downward adjustment in the
number of shares issuable on the exercise of the options and the
exercise price respectively, the potential realizable value at assumed
annual rate of stock price appreciation for option term remains
unchanged.
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AGGREGATED OPTION/SAR EXERCISES IN FISCAL 2001 AND FISCAL YEAR-END OPTION/SAR
VALUES
The Company
No executive officer exercised his/her options to purchase Common Stock
of the Company in fiscal 2001.
MSIL
Options granted on November 16, 1999
Following the bonus issue of shares on August 3, 2000, the exercise
price per share was adjusted downward from HK$0.256 to HK$0.2133.
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS/SARS ON MARCH OPTIONS/SARS ON MARCH
ACQUIRED 31, 2001 (#) 31, 2001 (HK$)
ON VALUE EXERCISABLE/ EXERCISABLE/
EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
NAME (#) (HK$) (1) (2)
- --------------------------------- ------------ ------------ ------------------------ ------------------------
Cheng Chung Hing, Ricky 0 0 1,560,243/0 N/A
Chairman of the Board,
President, CEO and CFO
Cheng Tai Po 0 0 1,560,243/0 N/A
Vice Chairman
Yan Sau Man, Amy 0 0 2,400,375/0 N/A
Vice President and Director
Sun Kam Fai, Zacky 650,000 41,600 0/0 0/0
(Group Financial Controller,
resigned on August 15, 2000)
Ho Suk Han, Sophia 0 0 540,084/0 N/A
Secretary
- ---------
(1) Following the bonus issue of shares on August 3, 2000, the number of
shares underlying options was adjusted upward proportionately. See
"Executive Compensation - Option Grants in Fiscal 2001".
(2) The market value as at fiscal year end date was lower than the
subscription price.
Options granted on April 28, 2000
No executive officer exercised his/her options to purchase shares of
MSIL in fiscal 2001.
PERFORMANCE GRAPH
The following graph summarizes cumulative total shareholder return
(assuming reinvestment of dividends) on the Common Stock of the Company and IWI
Holding Limited ("IWI"), a peer issuer selected by the Company. The Company's
Common Stock was first registered under Section 12(g) of the Securities Exchange
Act of 1934, as amended, on June 17, 1996. As there was no trading of the
Company's Common Stock on June 17 and June 18, 1996, the trading price of the
Common Stock of the Company was not available. Therefore, the measurement period
hereto commenced on June 19, 1996 and ended on March 31, 2001, the Company's
2001 fiscal year end date. The graph assumes that $100 was invested on June 19,
1996.
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The comparisons in this graph are required by the Securities and
Exchange Commission and are not intended to forecast or be indicative of future
stock price performance or the financial performance of the Company.
Shareholders are encouraged to review the Financial Statements of the Company
contained in the accompanying annual report on Form 10-K for the fiscal year
ended March 31, 2001.
[LINE GRAPH]
6/19/96 3/31/97 3/31/98 3/31/99 3/31/00 3/31/01
-------- ------- ------- -------- ------- -------
The Company's Common Stock $100 $15.57 $8.93 $12.50 $16.07 $6.47
IWI's Common Stock $100 $46.67 $8.32 $ 3.73 $21.33 $3.73
As there is no broad equity market index for the OTC Bulletin Board
where the Company's Common Stock is traded and there is no published industry or
line-of-business index for the pearl or jewelry business in which the Company is
engaged, the Company has selected IWI as a peer issuer for comparison. IWI is
engaged primarily in the design, assembly, merchandising and wholesale
distribution of jewelry and whose shares are traded on NASDAQ.
EMPLOYMENT AGREEMENTS
The Company itself has no employment agreement with any of its officers
or employees. However, MSIL entered into Service Agreements with each of Cheng
Chung Hing, Ricky, Cheng Tai Po and Yan Sau Man, Amy on September 8, 1997 and
September 1, 2000. The major terms of these agreements are as follows:-
- - the service agreement of each of Cheng Chung Hing, Ricky, Cheng Tai Po
and Yan Sau Man, Amy is for an initial term of 3 years commencing on
September 1, 1997 and renewed for another term of 3 years commencing on
September 1, 2000. Each service agreement may be terminated by either
party by giving the other written notice of not less than 3 months;
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- - the annual basic salary payable to each of Cheng Chung Hing, Ricky,
Cheng Tai Po and Yan Sau Man, Amy shall be HK$3 million, HK$3 million
and HK$1.2 million respectively, subject to annual review by the Board
of MSIL every year; and
- - each of Cheng Chung Hing, Ricky, Cheng Tai Po and Yan Sau Man, Amy is
also entitled to a discretionary bonus in respect of each financial
year. The amount of such discretionary bonuses shall be determined by
the MSIL Board each year, provided that the aggregate of all
discretionary bonuses payable by MSIL to its executive directors in any
financial year shall not exceed 10% of the net profits (after tax and
after extraordinary items) of MSIL for such year as shown in its
audited accounts.
COMPENSATION OF DIRECTORS
No employee of the Company receives any compensation for his or her
service as a Director. The non-employee directors of the Company were
compensated for their services as directors in fiscal 2001 as follows:-
Non-employee Directors Directors' Fee
---------------------- --------------
$
Lai Chau Ming, Matthew ......................... 12,903
Yuen Ka Lok, Ernest ............................ 25,806
MSIL paid $25,806 to Alexander Reid Hamilton (who is not a director of
the Company) for his services as a director of MSIL. No additional compensation
of any nature was paid to any non-employee director of the Company for their
services as directors.
An amount of $500 is paid to each non-employee director and to
Alexander Reid Hamilton for his participation in each Audit Committee meeting.
In fiscal 2001, the Audit Committee members were compensated as follows:-
Amount Received
-----------------------
Audit Committee Members The Company MSIL
----------------------- ----------- ----
($) ($)
Lai Chau Ming, Matthew 2,000 N/A
Yuen Ka Lok, Ernest 2,000 2,000
Alexander Reid Hamilton 2,000 2,000
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee are not executives of the
Company or any of its subsidiaries, but Yuen Ka Lok, Ernest, is a partner of
Messrs. Yuen & Partners, one of the legal advisors to the Company and its
subsidiaries. Messrs. Yuen & Partners receives its standard professional fees in
the provision of legal services to the Company and its subsidiaries.
Except as described in this and the immediately preceding paragraph, no
executive officer of the Company, (i) served as a member of the compensation
committee (or other board committee performing similar functions or, in the
absence of any such committee, the board of directors) of another entity outside
the Group, one of whose executive officers served on the Company's Compensation
Committee, (ii) served as a director of another entity outside the Group, one of
whose executive officers served on the Company's Compensation Committee, or
(iii) served as a member of the compensation committee (or other board committee
performing similar functions or, in the absence of any such committee, the board
of directors) of another entity outside the Group, one of whose executive
officers served as a director of the Company.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the past three years,
- - the Company has loaned funds to Cheng Chung Hing, Ricky and Cheng Tai
Po, the founders and principal shareholders of the Company. The maximum
amount advanced to Cheng Chung Hing, Ricky and Cheng Tai Po during the
past three years was $70,001 and $106,086 respectively. During fiscal
2001, the Company advanced $67,213 to Cheng Chung Hing, Ricky and
$53,792 to Cheng Tai Po respectively. Both of them repaid the amount
before March 31, 2001. All such advances were made on an interest free
basis and without definitive repayment terms.
- - the Company has not received advances from any director, executive
officer or shareholder of the Company who is known by the Company to be
beneficial owner of more than 5% of the Company's Common Stock.
- - Cheng Chung Hing, Ricky has utilized a leasehold property of the
Company as his personal residence at no cost to him. Since October 11,
1998, Cheng Tai Po has utilized a leasehold property of the Company as
his personal residence at no cost to him. See "Executive Compensation".
Yuen Ka Lok, Ernest, a director of both the Company and MSIL, the
Chairman of the Compensation Committee and a member of the Audit Committee of
the Board of Directors of the Company, is a partner of Messrs. Yuen & Partners,
one of the legal advisors to the Company. Messrs. Yuen & Partners receives its
standard professional fees in the provision of legal services to the Company.
Alexander Reid Hamilton, Chairman of the Audit Committee of the Board
of Directors of the Company, is a director of MSIL.
PROPOSAL 2
RATIFICATION OF THE APPOINTMENT OF
DELOITTE TOUCHE TOHMATSU AS INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed Deloitte Touche Tohmatsu as
independent accountants for the fiscal year ended March 31, 2001 and has further
directed that the selection of such independent accountants be submitted for
ratification by the shareholders at the Annual Meeting. Deloitte Touche Tohmatsu
has served as the Company's independent accountants since 1996, and will have
one or more representatives at the Annual Meeting. Such representatives will
have an opportunity to make a statement, if he or she so desires, and will be
available to respond to appropriate questions from shareholders.
AUDIT FEES
Audit services of Deloitte Touche Tohmatsu during fiscal 2001 included
the examination of the consolidated financial statements of the Company and
services related to filings with the Securities and Exchange Commission and
other regulatory bodies. The aggregate fees billed by Deloitte Touche Tohmatsu
for professional services rendered for the audit of the Company's annual
financial statements for fiscal 2001 and the reviews of the financial statements
included in the Company's Form 10-Q for fiscal 2001 are $115,097.
FINANCIAL INFORMATION SERVICES DESIGN AND IMPLEMENTATION FEES
During fiscal 2001, the company did not engage Deloitte Touche Tohmatsu
for any of the following services: (a) operating or supervising the operation of
the Group's information system; (b) managing the Group's local area network; or
(c) designing or implementing a hardware or software system that aggregates
souce data underlying the financial statements or generates information that is
significant to the Group's financial statements taken as a whole.
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ALL OTHER FEES
The Company and several of its indirect subsidiaries also engage
Deloitte Touche Tohmatsu as their tax representative. The aggregate fees billed
by Deloitte Touche Tohmatsu for such services rendered for fiscal 2001 are
$33,290.
MSIL engages the services of Secretaries Limited, an affiliate company
of Deloitte Touche Tohmatsu, as the branch share and warrant registrar in Hong
Kong. The aggregate fees billed by Secretaries Limited for services rendered for
fiscal 2001 are $32,255.
The Audit Committee of the Company considered the nature and extent of
the foregoing services and fees to be compatible with maintaining Deloitte
Touche Tohmatsu's independence.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS
VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF DELOITTE TOUCHE TOHMATSU AS
INDEPENDENT ACCOUNTANTS FOR THE COMPANY.
SHAREHOLDERS PROPOSALS FOR 2002 ANNUAL MEETING
Any shareholder proposal intended for inclusion in proxy materials for
the 2002 annual meeting of the shareholders must be received in proper form by
the Company at its principal office no later than March 23, 2002.
OTHER MATTERS
The Board of Directors is not aware of any business other than the
aforementioned matters that will be presented for consideration at the Annual
Meeting. If other matters properly come before the Annual Meeting, it is the
intention of the persons named in the enclosed proxy to vote thereon in
accordance with their best judgment.
ANNUAL REPORTS
A copy of the Company's 2001 Annual Report to shareholders, which is
the Company's annual report on Form 10-K for the fiscal year ended March 31,
2001 accompanies this Proxy Statement. The Annual Report is not to be treated as
part of the proxy solicitation material or as having been incorporated by
reference therein.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON ARE URGED TO EXECUTE AND RETURN
THE ENCLOSED PROXY IN THE REPLY ENVELOPE PROVIDED.
By Order of the Board of Directors
/S/ SOPHIA HO
Sophia Ho
Secretary
Hong Kong
July 3, 2001
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EXHIBIT A
CHARTER FOR THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS OF
MAN SANG HOLDINGS, INC.
1. PURPOSE
The Committee serves the following functions:-
a. improving the quality of financial reporting;
b. reviewing and approving material accounting policy changes;
c. monitoring the internal and external audits;
d. recommending engagement of independent auditors;
e. providing a forum for resolving differences of judgment
between management and the external auditors;
f. strengthening the position of the internal audit function, by
providing a greater degree of independence from management;
g. providing such additional information and materials that
requires attention of the Board of Directors;
h. undertaking such other duties and responsibilities as the
Board of Directors from time to time prescribe.
2. MEMBERSHIP
a. The Committee shall consist of not less than two (2) members,
the majority of whom shall be independent directors, and the
members shall be appointed by the Board of Directors;
b. Quorum shall be two (2) members;
c. The Chairman of the Committee shall be appointed by the Board
of Directors;
d. The Secretary of the Company shall be the secretary of the
Committee.
3. AUTHORITY
The Committee is authorized to investigate any activity within the
scope of its charter and to seek any information it requires from any
employee. All employees are directed to co-operate with any request
made by the Committee.
4. RESPONSIBILITIES
The responsibilities of the Committee shall be:-
a. Reviewing and approving any material accounting policy
changes;
b. Recommending appointment of the independent auditors and audit
fee and discussing problems or questions of resignation or
dismissal;
c. Receiving periodic formal written reports from the independent
auditors regarding the auditors' independence and delineating
all relationship between the auditors and the Company,
discussing such reports with the auditors and if so determined
by the Committee, recommending the Board of Directors to take
appropriate action to satisfy itself of the independence of
the auditors;
d. Reviewing the independent auditors' proposed audit scope and
approach;
e. Reviewing the financial results and Management's Discussion
and Analysis before submission to the Board of Directors,
focusing particularly on:-
i. any changes in accounting policies and practices;
ii. major judgmental areas;
iii. inconsistencies within the financial statements;
iv. disclosure of unusual items;
v. significant adjustments resulting from the audit;
vi. compliance with accounting standards;
vii. compliance with statutory requirements;
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19
f. Conducting a post-audit review of the financial statements and
audit findings, including any significant suggestions for
improvements provided to management by the independent
auditors;
g. Considering any reports or communications (and management's
responses thereto) submitted to the Committee by the
independent auditors required by or referred to in SAS 61;
h. Complying with SEC requirements for disclosure of auditor's
services and audit committee members and activities;
i. Reviewing management's monitoring of compliance with the
Company's Standards of Business Conduct and with the Foreign
Corrupt Practices Act;
j. Reviewing the Company's internal control, accounting and
financial reporting policies and ensuring that the internal
audit function is adequately resourced;
k. Reviewing and reassessing the adequacy of this Charter
annually and recommending any proposed changes to the Board of
Directors for approval;
l. Considering the major findings of investigations and
recommending for improvements to the Board of Directors;
m. Undertaking such other duties as the Board of Directors may
delegate.
5. FREQUENCY OF MEETINGS
a. The Committee shall meet quarterly, before the meeting of the
Board of Directors approving the financial results, or more
frequently if circumstances dictate;
b. The Committee shall meet separately with the Chief Executive
Officer and separately with the Chief Financial Officer of the
Company at least annually to review the financial affairs of
the Company;
c. The Committee shall meet with the independent auditors of the
Company, at such times as it deems appropriate.
6. REPORTING PROCEDURES
a. The Committee shall record its summaries of investigations and
recommendations to the Board of Directors in written form
which will be incorporated as a part of the minutes of the
Board of Directors' meeting at which those recommendations are
presented;
b. The Committee shall maintain written minutes of its meetings,
which minutes will be filed with the minutes of the meetings
of the Board of Directors;
c. The secretary shall circulate the minutes of meetings of the
Committee to all members of the Board of Directors.
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MAN SANG HOLDINGS, INC.
21/F RAILWAY PLAZA
39 CHATHAM ROAD SOUTH
TSIMSHATSUI, KOWLOON, HONG KONG
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 2, 2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned
hereby appoints Cheng Chung Hing, Ricky and Cheng Tai Po, and each of them, as
Proxies, with full power of substitution in each of them, in the name, place and
stead of the undersigned, to vote at an Annual Meeting of Shareholders (the
"Meeting") of Man Sang Holdings, Inc., a Nevada corporation (the "Company"), on
August 2, 2001, at 10:00 a.m., or at any postponements or adjournments thereof,
in the manner designated below, all of the shares of the Company's common stock
that the undersigned would be entitled to vote as if personally present.
1. GRANTING ____________ WITHHOLDING ____________ authority to vote for the
election as directors of the Company the following nominees:
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME.)
Cheng Chung Hing, Ricky; Cheng Tai Po; Yan Sau Man, Amy; Lai Chau Ming,
Matthew and Yuen Ka Lok, Ernest.
2. Proposal to ratify the appointment of Deloitte Touche Tohmatsu as the
Company's independent accountants.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Meeting or any adjournments
thereof.
(continued, and to be signed, on other side)
21
(continued from other side)
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN ABOVE. IF
NO INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSAL 2 AND FOR THE
ELECTION OF ALL NOMINEES AS DIRECTORS. IF ANY OTHER MATTER SHOULD COME BEFORE
THE MEETING, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE BEST JUDGMENT OF
PROXIES.
Please sign exactly as your name appears hereon. When shares are held by
joint tenants, both should sign. When signing as an attorney, executor,
administrator, trustee, guardian, or corporate officer, please indicate the
capacity in which signing.
Dated:
----------------------------------, 2001
----------------------------------------
Signature
---------------------------------------
Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.