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Man Sang International (B.V.I.) Limited (Ticker MHJ). Investor Presentation March 2010. Disclaimer.
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Man Sang International (B.V.I.) Limited(Ticker MHJ) Investor Presentation March 2010
Disclaimer This powerpoint contains identifying important factors that could cause actual results to differ from the projected results. All statements, other than statements of historical fact, including statements regarding industry prospects and future results of operations or financial position, made in this powerpoint are forward looking. Words such as “anticipates,” “believes,” “expects,” “future” and “intends” and similar expressions are intended to identify forward-looking statements. These forward-looking statements include, without limitation, statements relating to: our future performance, our expansion efforts, demand for our products; the state of economic conditions and our markets; currency and exchange rate fluctuations; and our ability to meet our liquidity requirements. These forward-looking statements are based on assumptions and analyses made by us in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors we believe to be appropriate in particular circumstances. However, whether actual results and developments will meet our expectations and predictions depend on a number of known and unknown risks and uncertainties and other factors, any or all of which could cause actual results, performance or achievements to differ materially from our expectations, whether expressed or implied by such forward-looking statements (which may relate to, among other things, the Company’s sales, costs and expenses, income, inventory performance, and receivables). Primarily engaged in the processing and trading of pearls and pearl jewelry products, and in real estate investment, our ability to achieve our objectives and expectations are derived at least in part from assumptions regarding economic conditions, consumer tastes, and developments in our competitive environment. The following assumptions, among others, could materially affect the likelihood that we will achieve our objectives and expectations communicated through these forward-looking statements: (i) that low or negative growth in the economies or the financial markets of our customers, particularly in the United States and in Europe, will not occur and reduce discretionary spending on goods that might be perceived as “luxuries”; (ii) that the Hong Kong dollar will remain pegged to the U.S. dollar at US$1 to a range between HK$7.75 and HK$7.85; (iii) that customer’s choice of pearls vis-à-vis other precious stones and metals will not change adversely; (iv) that we will continue to obtain a stable supply of pearls in the quantities, of the quality and on terms we require; (v) that there will not be a substantial adverse change in the exchange relationship between the Renminbi and the Hong Kong dollar or U.S. dollar; (vi) that there will not be a substantial increase in the tax burdens of our subsidiaries operating in the PRC; (vii) that there will not be a substantial change in climate and environmental conditions at the source regions of pearls that could have a material adverse effect on the supply and pricing of pearls; and (viii) that there will not be a substantial adverse change in the real estate market conditions in the PRC and in Hong Kong. The following discussion of our results of operation, and liquidity and capital resources should be read in conjunction with the financial statements and the notes thereto included elsewhere in this powerpoint and this powerpoint, which contains a further description of risks and uncertainties related to forward-looking statements, as well as other aspects of our business. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this powerpoint. We will not publicly release any revisions to these forward-looking statements after the date hereof. Readers are urged, however, to review the factors set forth in periodic reports that we file from time to time with the Securities and Exchange Commission.
Introduction of Presenters Mr. Sam Sio Chairman of China Metro-Rural Limited Mr. Martin Pak Chief Financial Officer of Man Sang International (B.V.I.) Limited Mr. Alex Lung Financial Controller of China Metro-Rural Limited
Agenda Company overview Key highlights of the reverse acquisition Financial Performance Investment Highlights Business Strategies Q & A 4
A. Company Overview Pearls • Found in 1980’s • One of the World’s largest Pearl processors and merchants, expanded to include non-pearl jewellery as its product lines Non-pearlJewelry • Located in Zhuji, we built CP&J City, to be positioned as the World’s largest Pearl and Jewellery trading platform with comprehensive range of supporting facilities • Diversify business and conduct Reverse acquisition exercise of China Northeast Logistics City Agriculture Logistic Trade Platform
China Metro is one of the leading developers and operators of large scale, integrated agricultural logistics and trade centers in Northeast China It facilitates trade between sellers and buyers of agricultural commodities and small appliances, provides relevant physical platform and timely marketing information, provides a market price discovery mechanism and comprehensive range of value-adding supporting facilities. B. Key Highlights of reverse acquisition
Why doesMSBVI desire to acquire China Metro? Why does MSBVI desire to acquire China Metro? • The independent members of MSBVI’s board of directors believe the Merger with • China Metro will: • provide an opportunity to create a high integrity commodity exchange, facilitating competitive and efficient trading in agricultural commodities in Liaoning Province, PRC; • provide MSBVI with the opportunity to diversify its revenue sources, which will include pearl, jewelry, agricultural, logistics and trade center businesses; • provide MSBVI greater opportunity to grow its current businesses, including its pearl and jewelry business; • better position MSBVI for strategic opportunities and provide greater access to financing sources; • capitalize on the stated goals of the PRC Government to foster and support industries in Northeast China, and agricultural industries specifically • provide a greater opportunity to increase shareholder value.
What is our transaction? The Merger provides for MSBVI to issue 57,443,238 restricted shares of MSBVI to the shareholders of China Metro. Following the Merger, China Metro’s shareholders as of immediately prior to the Merger will hold approximately 90% of MSBVI’s outstanding ordinary shares as of immediately following the Merger and approximately 85.7% of the outstanding voting shares of MSBVI upon completion of the Merger.
C. Pre- Acquisition - MSBVI Financials Highlights For the nine months ended December 31, 2009 (US$1 =HK$7.75) • Revenue decreased by 14% to US$32.8 million (2008: US$38.2 million) • Gross profit decreased by 10% to US$14.2 million (2008: US$15.7 million) • Profit attributable to shareholders: Profit of US$0.07 million (2008: Loss of US$1.8 million) • Earnings per share: US$0.01 (2008: Loss per share US$0.28) • Net assets per share: US$25.2 (2009/3/31: US$25.9)
C. Pre- Acquisition - MSBVI Financials Highlights (US$1 =HK$7.75) 10
C. Pre- Acquisition - MSBVI Financials Highlights • Balance Sheet Analysis (US$1 =HK$7.75) 11
C. Pre- Acquisition - MSBVI Financials Highlights • Net Assets Per Share (US$1 =HK$7.75) 12
C. China Metro Rural Limited – Financial Highlights (US$1 =HK$7.75)
C. Pro Forma– Financial Highlights (US$1 =HK$7.75) 14
D. Investment Highlights Strategic Location and Extensive Transportation Network Relevant Industry Expertise Investors iii vi Unconditional Support from Municipal and Provincial Government iv Experienced Management Team v Largest Agricultural Logistics Trading Platform in Northeast China with Total Planned GFA of Over 8 Million sqmwith Supporting Facilities and Services i Capturing National and Regional Demand ii 15
Largest Trading Platform in Northeast China… i • Total land area of over 4,000,000 sqm(1) • Total GFA of over 8,000,000 sqm(2) • Over 85,000 units available for sale and leases upon completion Agricultural Produces/Products and Materials Industrial Materials • Trading Centers • Agricultural products (corns, rice, beans) • Agricultural materials & accessories (seeds, pesticides & fertilizers) • Agricultural machineries (machineries & tools & alternative energy machinery) In addition, CMR is proposed to provide: • Trading Centers • Leather and textiles, and accessories • Hardware and accessories • Building materials • Cultural products and accessories • Specialized vehicles and autoparts • Bonded & unbonded warehousing facilities for nearby commodity exchange, e.g. Dailian Commodity Exchange • Of the total land, approximately 2,000,000 of land was acquired in 2007 and 2008, the remaining land is expected to be acquired in March 2010. • Total GFA is calculated based on Floor Area Ratio of respective land plots under the project. 16
…With Total GFA of Over 8.0 Million sqm and… Agricultural Industrial Total • 116,101 sqm of trade centers already completed and the remaining 139,628sqm is expected to be completed in Mar 2010, including headquarters of 11,000 sqm. 17
…With Unparalleled Supporting Facilities and Services Hotel and Restaurants 350-room high grade business hotel and with restaurants serving visitors around the world Security facilities CCTV and security gaurds in place, ensuring safety of tenants and their customers Warehousing and logistics Provides warehousing facilities and to arrange transportation of goods for tenants Leisure and entertainment Provide shopping centers and food and beverage services Facilities and Services Exhibition Centers Provides venue for trade exhibitions/fairs, enhancing trade flows E-commerce Platform Provides online marketplaces and online information for tenants, enhancing trade efficiency Banking and financial services Arranges bank branches to provide banking and financial services Government services Arranges on site government offices to provide inspection and approval supporting services 18
Northeast China(1), Major Agricultural Base of China: One-Sixth of China’s Total Agricultural Output One-Fifth of China’s Total Cultivated Land One-Quarter of China’s Medium-To-Heavy Tractors Usage 11th Five-Year Plan Revitalization of Legacy Industries Modernization of Agriculture Solution for “Sannong” problem (三農問題) Demand for Technology Costs Reduction Increase efficiency Capturing National & Regional Demand, Government Policy ii CMR utilizes central municipal & regional governmental policies • Northeast China includes Liaoning, Jilin and Heilongjiang Provinces, • and the East-Allied Four (4 cities of Inner Mongolia). 19
Strategic Location and Extensive Transportation Network iii • Located at Tieling City, Liaoning Province in Manchuria • In the center of Manchuria – “golden triangle” of North Korea, Russia & Japan • Well-connected traffic network facilitating transportation • By Sea – Bohai Sea • By Train – Tran Siberian Railway • By Air – Laioning, Jilin and Heilongjiang have six airports • By Car – highway covers more than 5,000 KM 20
Working together with our strategic partners, the municipal and provincial government, towards a common goal to establish a mega-platform for Agricultural Industrial Logistics business and a supplementary integrated logistic & trade platform for construction materials, metal materials, tannary, etc Preferential Policies Land costs fully refund 5-year tax incentive, first 3-year 100% refund followed by 2-year 50% tax refund Free from sudden inspection iv Strong Support From Local Government
SIO Kam Seng, Sam, Chairman and Executive Director of CMR holds a Bachelor of Science degree in Construction Management and a Master of Business Administration degree a member of Chartered Institute of Building, a member of Society of Environmental Engineers and an associate of Chartered Institute of Arbitrators a Chartered Builder of United Kingdom has over 20 years of experience in insurance and senior management a director and chief executive officer of Man Sang Holdings, Inc. from 1995 to 1997 v Strong Experienced Management Team
v Strong Experienced Management Team (cont’d) PAK Wai Keung, Martin, Chief Financial Officer of MSBVI • has joined the Group since September 2006 • has over 20 years of experience in accounting, finance and management 23
LUNG Hei Man, Alex,Financial Controller of CMR holds a Bachelor’s degree in Accounting and Finance a member of Association of International Accountants has 8 years of experience in auditing in Hong Kong and China with international accounting firms v Strong Experienced Management Team (cont’d)
E. Business Strategies • Capture PRC National Development Strategic Plan Direction • Strategy of “Revitalize the North East” • Following the Pearl River Delta, Yangtze River Delta and Beijing-Tianjin-Tanggu District • Build Market Position & Brand Name • Imminent Market Need, but yet to be provided • One-Stop Logistic Mega Platform with all-round supplementary services • Prudent Development Plan • Minimize financial risks, maximize rental & sales • Time for nourishment, initial growth & business development • Compilation of Sales & Rental • To attract business operators • To attract investors • Facilitate short-term cash flow, and to deliver firm commitment for long-term 25