MAYER HOLDINGS LIMITED Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1116)
This periodic announcement is made pursuant to Rule 13.24A of the Rules (the 'Listing Rules') Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the 'Stock Exchange').
Reference is made to the announcements (the 'Announcements') of Mayer Holdings Limited (the 'Company') dated 30 March 2015, 1 April 2015, 22 May 2015, 30 June 2015,
31 July 2015, 31 August 2015, 30 September 2015 and 30 October 2015 respectively in relation to the Update on the Status of Resumption, Delay in Publication of the Outstanding Financial Results, Business and Litigation.
Capitalized terms used herein shall bear the same meanings as defined in the Announcements unless otherwise stated.
Trading in the Shares on the Stock Exchange has been suspended since 9 January 2012. The Company has engaged legal consultants and a financial adviser to address the matters in respect of the resumption of trading of the Shares on the Stock Exchange. On 13 May 2015, the Company disclosed resumption conditions which were imposed by the Stock Exchange.
Due to (i) the delay in publication of the Outstanding Financial Results caused by the old Board; (ii) the Change of the Board which took place on 9 October 2014; and (iii) the local management of Guangzhou Mayer remains un-cooperative with the Board, the Company is unable to publish and despatch the annual results and annual report of the Group for the year ended 31 December 2014 and also unable to publish and despatch interim results and interim report of the Group for the six months ended 30 June 2015 pursuant to the Listing Rules.
Following the Change of the Board, the Board has put in extensive amount of effort to liaise with the respective local managements of Guangzhou Mayer and Dan Tien Port, particularly in dealing with the proposed audit works and resume management control.
* For identification purposes only
The Auditors has commenced the audit works for the Company and is in the process of auditing the financials of Dan Tien Port for the respective financial years ended as at 31 December 2011, 31 December 2012, 31 December 2013 and 31 December 2014. However, due to language barrier, additional time is required to translate and review material contracts and relevant documents and to complete the said audit works for each of the financial years all together at the same time. At the request of the Auditors, the Company has engaged a qualified professional valuer, namely Grant Sherman Appraisal Limited, a local legal adviser in Vietnam, namely Thien Kim Law Office, and another legal adviser of international law firm to appraise the business value and property interests held by Dan Tien Port and to provide legal opinion respectively.
The local management of Guangzhou Mayer remains un-cooperative with the Board. Therefore, the commencement of audit in the premises of Guangzhou Mayer remains uncertain. The Company has taken legal actions and other actions to resume management control over Guangzhou Mayer, so that the audit field work can start.
Dan Tien Port, Vietnam
The Company indirectly holds 87.5% equity interests in Good Wishes Investment Limited, a subsidiary of the Company incorporated in Hong Kong, which in turn holds 80% equity interest in Dan Tien Port. The Group's effective interest in Dan Tien Port is 70%. Dan Tien Port is licensed with the Certificate of Investment (with a 50 years term from 27 June 2003) by the People's Committee of Quang Ninh Province, Vietnam to develop and carry out the Port Business and Property Business in Vietnam. The Company has appointed an experienced consultant to derive a commercially viable development plan for the Board to consider (the 'Dan Tien Port Plan'), and the consultant has commenced the study.
Guangzhou Mayer, the PRC
The Company indirectly holds 81.4% equity interest in Guangzhou Mayer through Bamian Investments Pte Ltd., a wholly-owned subsidiary of the Company incorporated in Singapore. The Group's effective interest in Guangzhou Mayer is 81.4%. At present, Bamian is under the control of the Company. Guangzhou Mayer is principally engaged in manufacturing and trading of steel pipes, steel sheets and other metal products.
The Company has taken legal actions to resume management control over Guangzhou Mayer in Singapore and in the PRC. Brief descriptions of the relevant material ongoing legal actions in relation to Guangzhou Mayer are as follows:-
Singapore: HC/S 320/2015
On 6 April 2015, Bamian issued a writ of summons in the High Court of the Republic of Singapore against two former directors of Bamian, Mr. Lo Haw (is also the sole legal
representative，chairman and a director of Guangzhou Mayer) and Mr. Wu Kuo-Lung (was also the director of Guangzhou Mayer before he passed away), for damages arising from,
among others, for unauthorized amendments made to the Articles of Association of
Guangzhou Mayer on 30 May 2014 and 30 September 2014. Currently the legal action is being taken only against Mr. Lo Haw. Another law firm has been appointed by Bamian to handle this case. The 2nd hearing for the Pre-Trial Conference (which is primarily for the Court to determine how the case is progressing) has been held on 18 November 2015. The next hearing date for the PTC has also been fixed on 16 December 2015.
The PRC: (2015)穗蘿法 民二初字第 300 號
On 11 May 2015, Bamian issued a writ of summons in the People's Court of Guangzhou Luogang District (廣州市蘿崗區人民法院) in the PRC against Guangzhou Mayer claiming for the dispute in respect of the Shareholders' Right to Know. The first hearing for the claim has been held by the People's Court of Guangzhou Huangpu District (廣州市黃埔區人民法院)
(the court name after a merger between the People's Court of Guangzhou Luogang District and the People's Court of Guangzhou Huangpu District) on 1 December 2015. The next hearing date is yet to be determined.
The Company is also involved in the following material litigation:-
Hong Kong: the Claim (HCA 64/2012)
Reference is made to the announcements of the Company dated 16 January 2012, 9 March 2012, 5 April 2012, 3 October 2012, 31 December 2013, 8 October 2014 and 30 March 2015 in respect of the Claim, the Board will seek further legal advice before making a final decision in respect of the Claim.
However, in view of the circumstances stated therein, the Company has been in preliminary discussion with representatives of the counterparty in view of reaching into standstill, so that the Company can complete the Dan Tien Port Plan and present to the counter party for detail negotiation. The Company will update the Shareholders and public if any material development in connection with the negotiation.
Cayman Islands: the Appeal (CICA No.: 21 of 2014)
Reference is made to the announcements of the Company dated 11 August 2014, 23 September 2014, 8 October 2014, 19 January 2015, 30 March 2015, 22 May 2015 and 30 June 2015 respectively, among others, in relation to the Winding-Up Petition and the Appeal. The first hearing for the Appeal was held by the Court of Appeal of the Cayman Islands on 5 and 6 May 2015. The Company received a sealed court order on 17 June 2015. Further reference is made to the announcements of the Company dated 22 June 2015 and 10 August 2015 in relation to the Court Order and the Poll Results of the Extraordinary General Meeting of the Company respectively. The next hearing date is yet to be determined.
Hong Kong: HCA 156/2015
On 19 January 2015, the Company issued a writ of summons in the Court of First Instance of the High Court of Hong Kong claiming against the former company secretary and chief financial controller of the Company, Mr. Chan Lai Yin, Tommy, for having wrongfully deprived the Company of access to or possession of certain documents, information and records which belonged to the Company and wrongfully refused to disclose the relevant passwords for the computer server and laptop of the Company. The next hearing date is yet to be determined.
CONTINUED SUSPENSION OF TRADING IN THE SHARESTrading in the Shares remains suspended until further announcement.
By order of the Board Mayer Holdings Limited Lee Kwok Leung
Chairman and Executive Director
Hong Kong, 1 December 2015
As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Lee Kwok Leung, Mr. Xu Li Di and Mr. Lin Jin He; two non-executive Directors, namely Mr. Li De Qiang and Mr. Xia Liang Bing, and three independent non-executive Directors, namely Mr. Lau Kwok Hung, Mr. Ng Cheuk Lun and Mr. Huang Jian Wei.
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