EX-10.1






Exhibit 10.1




 

 






REGISTRATION RIGHTS AGREEMENT




Man Sang International (B.V.I.) Limited




and




Cafoong Limited




 







                         , 2009



 






 

 







 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	1.
	 	Definitions.	 	 	1	 
	2.
	 	Request for Registration	 	 	2	 
	3.
	 	Piggy Back Registration	 	 	4	 
	4.
	 	Form F-3 Registration.	 	 	5	 
	5.
	 	Obligations of the Company.	 	 	6	 
	6.
	 	Information From Holder.	 	 	8	 
	7.
	 	Underwriting Agreements.	 	 	8	 
	8.
	 	Expenses of Registration.	 	 	8	 
	9.
	 	Indemnification.	 	 	9	 
	10.
	 	Reports Under 1934 Act.	 	 	10	 
	11.
	 	Assignment of Registration Rights.	 	 	11	 
	12.
	 	Termination of Registration Rights.	 	 	11	 
	13.
	 	Delay of Registration.	 	 	12	 
	14.
	 	Future Changes in Registration Requirements.	 	 	12	 
	15.
	 	Reorganizations.	 	 	12	 
	16.
	 	Miscellaneous	 	 	12	 







i









 








REGISTRATION RIGHTS AGREEMENT




          THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of                          , 2009, by and
among Man Sang International (B.V.I) Limited (the “Company”), a company incorporated under the laws
of the British Virgin Islands, and Cafoong Limited, a company incorporated under the laws of the
British Virgin Islands (the “Investor”).




          WHEREAS, the Company has entered into an agreement and plan of dissolution and liquidation
(the “Liquidation Agreement”) with Man Sang Holdings, Inc. (“Man Sang Holdings”) dated July 24, 2009,
pursuant to the terms of which Man Sang Holdings will, after payment or provision for payment of
its liabilities and obligations, dissolve, liquidate and distribute all of its remaining assets to
the holders of its outstanding shares of the common stock, par value US$0.001 per share (“Man Sang
Holdings Common Stock”) and the preferred stock, par value US$0.001 per share (“Man Sang Holdings
Preferred Stock”), upon the terms and subject to the conditions of the Liquidation Agreement
pursuant to a plan of complete dissolution of Man Sang Holdings and in accordance with Chapter 78
of the Nevada Revised Statutes, and the Company shall contractually assume all rights, title,
obligations and liabilities of Man Sang Holdings;




          WHEREAS, as a result of the liquidation of Man Sang Holdings, the Investor will receive
ordinary shares, par value US$0.001 per share (“Man Sang BVI Ordinary Shares”) of the Company and
preferred shares, par value US$0.001 per share (“Man Sang BVI Preferred Shares”) of the Company;




          WHEREAS, as a condition precedent to the Liquidation Agreement, the Investor has executed and
delivered an affiliate letter to the Company, pursuant to which the Investor has acknowledged and
agreed that (1) it may be deemed to be an affiliate of the Company; and (2) its ability to sell,
pledge, assign or otherwise dispose of the Man Sang BVI Ordinary Shares may be restricted unless
the sale, pledge, assignment or disposition is registered under the Securities Act or an exemption
from the Securities Act is available, and the Company has agreed to register the sale, transfer or
other disposition of the Man Sang BVI Ordinary Shares and/or Man Sang BVI Preferred Shares; and




          WHEREAS, the Company and the Investor have entered into this
Agreement to provide the Investor and their successors and permitted assignees with the
registration rights described in this Agreement.




          NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements
contained herein, and intending to be legally bound thereby, the parties hereto hereby agree as
follows:





	1.	 	Definitions. For purposes of this agreement:
	 
	(a)	 	The term “1934 Act” means the U.S. Securities Exchange Act of 1934, as amended.
	 
	(b)	 	An “affiliate” of, or person “affiliated” with, a specified person, is a person that
directly, or indirectly through one or more intermediaries, controls or is controlled by,





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	 	 	or is under common control with, the person specified. A person shall be deemed to control
another person if such first person possesses directly and indirectly the power to direct,
or cause the direction of, the management and policies of the second person, whether through
the ownership of voting securities, by contract or otherwise.
	 
	(c)	 	The term “Form F-3” mean such form under the Securities Act as in effect on the date hereof
or any successor forms.
	 
	(d)	 	The term “Holder” means any person owning or having the right to acquire Registrable
Securities or any transferee or assignee thereof in accordance with Section 11 hereof;
provided, however, that any person who acquires any of the Registrable Securities in a
distribution pursuant to a registration statement filed by the Company under the Securities
Act (other than the acquisition by the Investor of the Man Sang BVI Ordinary Shares and Man
Sang BVI Preferred Shares pursuant to the its Form F-4 as described in the Liquidation
Agreement) or pursuant to a public sale under Rule 144 or Rule 145 under the Securities Act or
any similar or successor rule shall not be considered a Holder.
	 
	(e)	 	The term “register,” “registered,” and “registration” refer to a registration effected by
preparing and filing a registration statement or similar document in compliance with the
Securities Act, and the declaration or ordering of effectiveness of such registration
statement or document.
	 
	(f)	 	The term “Registrable Securities” means (i) the Man Sang BVI Ordinary Shares and Man Sang BVI
Preferred Shares acquired by the Investor pursuant to the Form F-4 of the Company as described
in the Liquidation Agreement; and (ii) any Man Sang BVI Ordinary Shares and Man Sang BVI
Preferred Shares issuable upon conversion, exercise, or exchange of other securities of the
Company from time to time; and (iii) any Man Sang BVI Ordinary Shares and Man Sang BVI
Preferred Shares and other securities of the Company issued as a dividend or other
distribution with respect to, or in exchange for, or in replacement of, any of these
securities or in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization of the Company; provided, however, that notwithstanding
anything to the contrary contained herein, “Registrable Securities” shall not at any time
include any securities (A) registered and sold pursuant to the Securities Act, (B) sold to the
public pursuant to Rule 144 under the Securities Act (“Rule 144”), or (C) which could then be
sold in their entirety pursuant to Rule 144(b)(1) under the Securities Act.
	 
	(g)	 	The term “SEC” means the U.S. Securities and Exchange Commission or any other federal agency
at the time administering the Securities Act.
	 
	(h)	 	The term “Securities Act” means the U.S. Securities Act of 1933, as amended.
	 
	2.	 	Request for Registration
	 
	(a)	 	Subject to the terms and conditions of this Section 2, if the Company shall receive
at any time following the effective time of the dissolution and liquidation of Man Sang
Holdings, a written request from the Holders (the “Initiating Holders”) that the Company file
a registration statement under the Securities Act covering the registration of Registrable
Securities held by the Initiating Holders, then the Company




2









 






	 	 	shall, within 20 days of the receipt thereof, give written notice of such request to all
Holders, and subject to the limitations of this Section 2, use its reasonable best
efforts to effect, as soon as practicable, the registration under the Securities Act of all
Registrable Securities that the Holders request to be registered in a written request
received by the Company, so long as the expected aggregate price to the public (net of any
underwriters’ discounts or commissions) in the sale of the Registrable Securities under the
registration statement is not less than US$500,000. Holders requesting registration of
Registrable Securities in response to the Company’s notice given pursuant to this
Section 2(a) are herein referred to as “Participating Holders.”






	(b)	 	If the Initiating Holders intend to distribute the Registrable Securities covered by their
request by means of an underwriting, they shall so advise the Company as a part of their
request made pursuant to this Section 2 and the Company shall include such information
in the written notice referred to in Section 2(a). In such event the right of any
Holder to include its Registrable Securities in such registration shall be conditioned upon
such Holder’s participation in such underwriting and the inclusion of such Holder’s
Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in
interest of the Participating Holders and such Holder) to the extent provided herein. All
Holders proposing to distribute their securities through such underwriting shall enter into an
underwriting agreement in customary form with the underwriter or underwriters selected for
such underwriting by a majority in interest of the Participating Holders which underwriters
are reasonably acceptable to the Company. Notwithstanding any other provision of this
Section 2, if the underwriter advises the Company and the Initiating Holders that
marketing factors require a limitation of the number of securities underwritten, then the
Company shall so advise all Holders of Registrable Securities that would otherwise be
underwritten pursuant hereto, and the number of shares that may be included in the
underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata
basis based on the number of Registrable Securities held by all such Holders (including the
Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting
shall be withdrawn from the registration. The Registrable Securities to be excluded or
withdrawn shall be determined in the following sequence: (i) securities held by any persons
other than the Holders, including persons having a contractual, incidental “piggy back” right
to include such securities in the registration statement, (ii) securities sought to be
registered by the Company, and (iii) Registrable Securities held by the Holders.
	 
	(c)	 	The Company shall not be required to effect a registration pursuant to this Section
2:






	 	(i)	 	in any particular jurisdiction in which the Company would be required to
execute a general consent to service of process in effecting such registration, unless
the Company is already subject to service in such jurisdiction and except as may be
required under the Securities Act; or
	 
	 	(ii)	 	after the Company has effected two registrations pursuant to this Section
2, and such registrations have been declared or ordered effective and remained
effective for the period required by Section 5(a); or
	 
	 	(iii)	 	if the Company shall furnish to Holders requesting a registration statement
pursuant to this Section 2 a certificate signed by the Company’s chief




3









 






	 	 	 	executive officer stating that in the good faith judgment
of the board of directors of the Company, it would be materially detrimental to the
Company or its shareholders for such registration statement to either become
effective or remain effective for as long as such registration statement would be
required to remain effective, because such action would (A) materially interfere
with a significant financing, acquisition, corporate reorganization, or other
similar transaction involving the Company; (B) require premature disclosure of any
financing, material transaction or other material information that the Company has a
bona fide business purpose for preserving as confidential; or (C) render the Company
unable to comply with the requirements of the Securities Act or 1934 Act, then the
Company shall have the right to defer taking action with respect to such filing for
a period of not more than 120 days after receipt of the request of the Initiating
Holders, provided that such right to delay a request shall be exercised by the
Company not more than once in any 12-month period.






	3.	 	Piggy Back Registration
	 
	(a)	 	If (but without any obligation to do so) the Company proposes to register (including for this
purpose a registration effected by the Company for shareholders other than the Holders) any of
its shares of the same class as the Registrable Securities proposed to be included in such
registration as provided in this Section 2, in connection with the public offering of
such securities solely for cash (other than a registration relating solely to the sale of
securities to participants in a Company share option plan, a registration relating to a
corporate reorganization or other transaction under Rule 145 of the Securities Act), the
Company shall, at such time, promptly give each Holder written notice of such registration.
Upon the written request of each Holder given within 20 days after mailing of such notice by
the Company in accordance with Section 17(f), the Company shall, subject to the
provisions of Section 3(c), use its reasonable best efforts to cause to be registered
under the Securities Act all of the Registrable Securities that each such Holder has requested
to be registered.
	 
	(b)	 	Right to Terminate Registration. The Company shall have the right to terminate or
withdraw any registration initiated by it under this Section 3 prior to the
effectiveness of such registration whether or not any Holder has elected to include securities
in such registration. The expenses of such withdrawn registration shall be borne by the
Company in accordance with Section 8 hereof.
	 
	(c)	 	Underwriting Requirements. In connection with any offering involving an underwriting
of shares of the Company’s capital stock, the Company shall not be required under this
Section 3 to include any of the Holders’ securities in such underwriting unless they
accept the terms of the underwriting as agreed upon between the Company and the underwriters
selected by it (or by other persons entitled to select the underwriters) and enter into an
underwriting agreement in customary form with an underwriter or underwriters selected by the
Company, and then only in such quantity as the underwriters determine in their sole discretion
will not jeopardize the success of the offering by the Company. If the total amount of
securities, including Registrable Securities, requested by shareholders to be included in such
offering exceeds the amount of securities sold other than by the Company that the underwriters
determine in their sole discretion is compatible with the success of the offering, then the




4









 






	 	 	Company shall be required to include in the offering only that number of such securities,
including Registrable Securities, that the underwriters determine in their sole discretion
will not jeopardize the success of the offering (the securities so included to be
apportioned pro rata among the selling Holders according to the total amount of securities
entitled to be included therein owned by each selling Holder or in such other proportions as
shall mutually be agreed to by such selling Holders), but in no event shall the amount of
securities of the selling Holders included in the offering be reduced below fifty percent
(50%) of the total amount of securities included in such offering. For purposes of the
preceding parenthetical concerning apportionment, for any selling shareholder that is a
Holder of Registrable Securities and that is a partnership or corporation, the partners,
retired partners and shareholders of such Holder, or the estates and family members of any
such partners and retired partners and any trusts for the benefit of any of the foregoing
persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with
respect to such “selling Holder” shall be based upon the aggregate amount of Registrable
Securities owned by all such related entities and individuals.






	4.	 	Form F-3 Registration. At any time when the Company is eligible to file a registration
statement on Form F-3, the Holders of Registrable Securities may require the Company to file a
registration statement on Form F-3. In case the Company shall receive from the Holders of
Registrable Securities a written request or requests that the Company effect a registration on
Form F-3 and any related qualification or compliance with respect to all or a part of the
Registrable Securities owned by such Holder or Holders, the Company shall:
	 
	(a)	 	promptly give written notice of the proposed registration, and any related qualification or
compliance, to all other Holders;
	 
	(b)	 	use its best efforts to effect, as soon as practicable, such registration and all such
qualifications and compliances as may be so requested and as would permit or facilitate the
sale and distribution of all or such portion of such Holders’ Registrable Securities as are
specified in such request, together with all or such portion of the Registrable Securities of
any other Holders joining in such request as are specified in a written request, provided,
however, that the Company shall not be obligated to effect any such registration,
qualification or compliance, pursuant to this Section 4:






	 	(i)	 	if Form F-3 is not available for such offering by the Holders;
	 
	 	(ii)	 	if the Holders propose to sell Registrable Securities and such other securities
(if any) at an expected aggregate price to the public (net of any underwriters’
discounts or commissions) of less than US$500,000;
	 
	 	(iii)	 	if the Company shall furnish to the Holders a certificate signed by the chief
executive officer or chairman of the board of the Company stating that in the good
faith judgment of the board of directors of the Company, it would be seriously
detrimental to the Company and its shareholders for such Form F-3 Registration to
either become effective or remain effective for as long as such registration statement
would be required to remain effective, because such action would (A) materially
interfere with a significant financing, acquisition, corporate reorganization, or other
similar transaction involving the Company;




5









 






	 	 	 	(B) require premature disclosure of any financing, material transaction or other
material information that the Company has a bona fide business purpose for
preserving as confidential; or (C) render the Company unable to comply with the
requirements of the Securities Act or 1934 Act, then the Company shall have the
right to defer the filing of the Form F-3 registration statement for a period of not
more than 120 days after receipt of the request of the Holder or Holders under this
Section 4; provided, however, that the Company shall not utilize this right
more than once in any 12 month period;






	 	(iv)	 	if the Company has, within the 12 month period preceding the date of such
request, already effected one registration on Form F-3 for the Holders pursuant to this
Section 4; or
	 
	 	(v)	 	in any particular jurisdiction in which the Company would be required to
qualify to do business or to execute a general consent to service of process in
effecting such registration, qualification or compliance, unless the Company is already
subject to service in such jurisdiction and except as may be required under the
Securities Act;






	(c)	 	subject to the foregoing, the Company shall file a registration statement covering the
Registrable Securities and other securities so requested to be registered as soon as
practicable after receipt of the request or requests of the Holders. Registrations effected
pursuant to this Section 4 shall not be counted as requests for registration effected
pursuant to Sections 2.
	 
	5.	 	Obligations of the Company. Whenever required under this Agreement to effect the registration
of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:
	 
	(a)	 	prepare and file with the SEC a registration statement with respect to such Registrable
Securities as expeditiously as reasonably possible (and in any event within 120 days) and use
its best efforts to cause such registration statement to become effective, and, upon the
request of the Holders of a majority of the Registrable Securities registered thereunder, keep
such registration statement effective for a period of up to 120 days or, if earlier, until the
distribution contemplated in the registration statement has been completed;
	 
	(b)	 	prepare and file with the SEC such amendments and supplements to such registration statement
and the prospectus used in connection with such registration statement as may be necessary to
comply with the provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement;
	 
	(c)	 	furnish to the Holders such numbers of copies of a registration statement, each amendment
thereto, a prospectus, including a preliminary prospectus, each supplement thereto, in
conformity with the requirements of the Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of Registrable Securities owned by
them that have been or will be registered and if required in order to comply with their
obligations, if any, to deliver a prospectus under the requirements of Section 4(3) of the
Securities Act and provided that, in relation to a Holder, such obligation will be deemed
satisfied if such




6









 






	 	 	prospectuses or other documents are filed with the SEC and available to the public
generally;






	(d)	 	use its best efforts to register and qualify the securities covered by such registration
statement under such other securities or Blue Sky laws of such jurisdictions as shall be
reasonably requested by the Holders, provided that the Company shall not be required in
connection therewith or as a condition thereto to qualify to do business or to file a general
consent to service of process in any such states or jurisdictions, unless the Company is
already subject to service in such jurisdiction and except as may be required under the
Securities Act;
	 
	(e)	 	in the event of any underwritten public offering, enter into and perform its obligations
under an underwriting agreement, in usual and customary form, with the managing underwriter of
such offering;
	 
	(f)	 	notify each Holder of Registrable Securities covered by such registration statement at any
time when a prospectus relating thereto is required to be delivered under the Securities Act
or the happening of any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then existing and promptly
amend or supplement the registration statement to cure such defect;
	 
	(g)	 	provide a transfer agent and registrar for all Registrable Securities registered pursuant
hereunder and a CUSIP number for all such Registrable Securities, in each case not later than
the effective date of such registration;
	 
	(h)	 	advise the Holders, promptly after it shall receive notice or obtain knowledge thereof, of
the issuance of any stop order by the SEC suspending the effectiveness of a registration
statement or the initiation or threatening of any proceedings for that purpose and promptly
use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if
such stop order should be issued;
	 
	(i)	 	provide such information as is required for any filings required to be made with the
Financial Industry Regulatory Authority;
	 
	(j)	 	otherwise use its best efforts to comply with all applicable rules and regulations of the
SEC, and make available to its shareholders, as soon as reasonably practicable, an earning
statement covering the period of at least 12 months, beginning with the first full calendar
month after the effective date of a registration statement, which earning statement shall
satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
	 
	(k)	 	use its best efforts to cooperate with the Holder in the disposition of the Registrable
Securities covered by such registration statement, including without limitation in the case of
an underwritten offering pursuant to Section 2 causing key executives of the Company
and its subsidiaries to participate under the direction of the managing underwriter in a “road
show” scheduled by such managing underwriter in such locations and of such duration as in the
judgement of such managing underwriter




7









 






	 	 	believes to be appropriate for such underwritten offering;






	(l)	 	use its best efforts to obtain all legal opinions, auditors’ consents and comfort letters and
experts cooperation as may be required of (i) an opinion of counsel for the Company and (ii) a
“cold comfort” letter signed by the independent public accountants who have certified the
Company’s financial statements included in such registration statement, covering substantially
the same matters as are customarily covered in opinions of issuer’s counsel and in
accountants’ letters delivered to underwriters in underwritten public offerings of securities;
	 
	(m)	 	use its best efforts to list such Registrable Securities on each securities exchange on which
any equity security of the Company is then listed, if such Registrable Securities are not
already so listed; and
	 
	(n)	 	in connection with the preparation and filing of each registration statement under the
Securities Act, and before filing any such registration statement or any other document in
connection therewith, give the Holders and their underwriters, if any, and their respective
counsel and accountants, the opportunity to participate in the preparation of such
registration statement, each prospectus included therein or filed with the SEC, each amendment
thereof or supplement thereto and any related underwriting agreement or other document to be
filed, and give each of the aforementioned persons such access to its books and records and
such opportunities to discuss the business of the Company with its officers and the
independent public accountants who have certified its financial statements as shall be
necessary, in the opinion of such Holders, underwriters, counsel or accountants, to conduct a
reasonable investigation within the meaning of the Securities Act.
	 
	6.	 	Information From Holder. It shall be a condition precedent to the obligations of the Company
to take any action pursuant to this Agreement with respect to the Registrable Securities of
any selling Holder that such Holder shall furnish to the Company such information regarding
itself, the Registrable Securities held by it, and the intended method of disposition of such
securities as the Company may reasonably request in writing and which shall be required to
effect the registration of such Holder’s Registrable Securities.
	 
	7.	 	Underwriting Agreements. No Holders shall be required to make, and the Company shall use its
best efforts to ensure that no underwriter requires any Holder to make, any representations
and warranties to or agreements with any underwriter in a registration effected pursuant to
Sections 2, 3 or 4 other than customary representations and warranties and agreements
relating to such Holders title to Registrable Securities and authority to enter into the
underwriting agreement and indemnities relating to information regarding such Holder and its
intended method of distribution provided by such Holder in writing expressly for use in the
registration statement; and the representations and warranties by, and the other agreements on
the part of, the Company to and for the benefit of any underwriters shall also be made to and
for the benefit of such Holders of Registrable Securities.
	 
	8.	 	Expenses of Registration. All expenses other than underwriting discounts and commissions
incurred in connection with registrations, filings or qualifications pursuant to Sections
2, 3 and 4, including (without limitation) all registration, filing




8









 






	 	 	and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for
the Company and the reasonable fees and disbursements of one counsel for the selling Holders
shall be borne by the Company.






	9.	 	Indemnification. In the event any Registrable Securities are included in a registration
statement under this Agreement:
	 
	(a)	 	In the event of any registration of any Registrable Securities under the Securities Act
pursuant to this Agreement, the Company will, and hereby does, indemnify and hold harmless
each Holder and each seller of Registrable Securities, their respective partners, directors
and officers, and each other person, if any, who controls any such Holder or seller within the
meaning of Section 15 of the Securities Act (each such person being referred to herein as a
“Covered Person”), against any losses, claims, damages or liabilities, joint or several, to
which such Covered Person may be or become subject under the Securities Act, the 1934 Act, any
other securities or other law of jurisdiction, common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise
out of or are based upon (i) any untrue statement or alleged untrue statement of any material
fact contained or incorporated by reference in any registration statement under the Securities
Act, any preliminary prospectus or final prospectus included therein, or any related summary,
prospectus, or any amendment or supplement thereto, or any document incorporated by reference
therein, or (ii) any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading, and will
reimburse such Covered Person for any legal or any other expenses incurred by it in connection
with investigating or defending any such loss, claim, damage, liability, action or proceeding.
The indemnities of the Company contained in this Section 9 shall remain in full force
and effect regardless of any investigation made by or on behalf of such Covered Person and
shall survive any transfer of Registrable Securities.
	 
	(b)	 	In the event of any registration of Registrable Securities pursuant to this Agreement, each
selling Holder will, and hereby does, indemnify and hold harmless (in the same manner and to
the same extent as set forth in Section 9(a) hereof) the Company, each director of the
Company, each officer of the Company who shall sign such registration statement and each other
person (other than such seller), if any, who controls the Company within the meaning of
Section 15 of the Securities Act, with respect to any statement in or omission from such
registration statement, any preliminary prospectus or final prospectus included therein, or
any amendment or supplement thereto, or any document incorporated therein, if and only if such
statement or omission was made in reliance upon and in conformity with written information
regarding such Holder furnished to the Company by or on behalf of such Holder expressly for
inclusion therein.
	 
	(c)	 	Promptly after receipt by an indemnified party of notice of the commencement of any action or
proceeding involving a claim of the type referred to in the foregoing provisions of this
Section 9, such indemnified party will, if a claim in respect thereof is to be made
against any indemnifying party, give written notice to each such indemnifying party of the
commencement of such action; provided, however, that the failure of any
indemnified party to give notice to such indemnifying party as provided herein shall not
relieve such indemnifying party of its obligations under the foregoing




9









 






	 	 	provisions of this Section 9, except and solely to the extent that such indemnifying
party is actually prejudiced by such failure to give notice. In case any such action is
brought against an indemnified party, each indemnifying party will be entitled to
participate in and to assume the defence thereof, jointly with any other indemnifying party
similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to
such indemnified party (who shall not, except with the consent of the indemnified party, be
counsel to such an indemnifying party), and after notice from an indemnifying party to such
indemnified party of its election so to assume the defence thereof, such indemnifying party
will not be liable to such indemnified party for any legal or other expenses. If, within a
reasonable time after receipt of the notice, such indemnifying party shall not have elected
to assume the defence of the action, such indemnifying party shall be responsible for any
legal or other expenses incurred by such indemnified party in connection with the defence of
the action, suit, investigation, inquiry or proceeding. No indemnifying party will consent
to entry of any judgement or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or litigation.






	(d)	 	If the indemnification provided for in this Section 9 is held by a court of competent
jurisdiction to be unavailable to an indemnified party with respect to any loss, liability,
claim, damage or expense referred to herein, then the indemnifying party, in lieu of
indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable
by such indemnified party as a result of such loss, liability, claim, damage or expense in
such proportion as is appropriate to reflect the relative fault of the indemnifying party on
the one hand and of the indemnified party on the other in connection with the statements or
omissions that resulted in such loss, liability, claim, damage or expense, as well as any
other relevant equitable considerations. The relative fault of the indemnifying party and of
the indemnified party shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the indemnifying party or by the indemnified party and the
parties’ relative intent, knowledge, access to information, and opportunity to correct or
prevent such statement or omission.
	 
	(e)	 	The liability of each Holder in respect of any indemnification or contribution obligation of
such Holder arising under this Section 9 shall not in any event exceed an amount equal
to the net proceeds to such Holder (after deduction of all underwriters’ discounts and
commissions and all other expenses paid by such Holder in connection with the registration in
question) from the disposition of the Registrable Securities disposed of by such Holder
pursuant to such registration.
	 
	(f)	 	The obligations of the Company and Holders under this Section 9 shall survive the
completion of any offering of Registrable Securities in a registration statement under this
Agreement, and otherwise.
	 
	10.	 	Reports Under 1934 Act. With a view to making available to the Holders the benefits of Rule
144 promulgated under the Securities Act and any other rule or regulation of the SEC that may
at any time permit a Holder to sell securities of the Company to the public without
registration or pursuant to a registration on Form F-3, the Company agrees to:





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	(a)	 	make and keep public information available, as those terms are understood and defined in SEC
Rule 144, until the earlier of (i) such date as all of the Registrable Securities may be
resold pursuant to Rule 144(b)(1) or any other rule of similar effect or (ii) such date as all
of the Registrable Securities shall have been resold;
	 
	(b)	 	file with the SEC in a timely manner all reports and other documents required of the Company
under the Securities Act and the 1934 Act; and
	 
	(c)	 	furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon
request (i) a written statement by the Company that it has complied with the reporting
requirements of SEC Rule 144, the Securities Act and the 1934 Act (at any time after it has
become subject to such reporting requirements), or that it qualifies as a registrant whose
securities may be resold pursuant to Form F-3 (at any time after it so qualifies), (ii) a copy
of the most recent annual or quarterly report of the Company and such other reports and
documents so filed by the Company, and (iii) such other information as may be reasonably
requested in availing any Holder of any rule or regulation of the SEC that permits the selling
of any such securities without registration or pursuant to such form.
	 
	11.	 	Assignment of Registration Rights. The rights to cause the Company to register Registrable
Securities pursuant to this Agreement may be assigned (but only with all related obligations)
by a Holder to a transferee or assignee of such securities provided: (i) the Company is,
within a reasonable time after such transfer, furnished by such Holder with written notice of
the name and address of such transferee or assignee and the securities with respect to which
such registration rights are being assigned; and (ii) such transferee or assignee agrees in
writing to be bound by and subject to the terms and conditions of this Agreement.
	 
	12.	 	“Market Stand-Off” Agreement. If requested by the Company and an underwriter of common stock
(or other securities) of the Company, a shareholder shall not sell or otherwise transfer or
dispose of any common stock (or other securities) of the Company held by such shareholder
(other than those included in the registration) during the 180-day period following the
effective date of a registration statement of the Company filed under the Securities Act,
provided that all officers and directors of the Company and all holders of at least five
percent (5%) of the Company’s voting securities are bound by and have entered into similar
agreements. The Company may place restrictive legends on the certificates representing
Registrable Securities and impose stop-transfer instructions with respect to the Shares (or
other securities) subject to the foregoing restriction until the end of the said 180-day
period.
	 
	13.	 	Termination of Registration Rights.
	 
	(a)	 	Except as set forth in paragraph (b), the Holders’ registration rights provided for in this
Agreement shall terminate following the time at which all Registrable Securities held by such
Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under
Rule 144) can be sold in any three (3)-month period without registration in compliance with
Rule 144 of the Securities Act.
	 
	(b)	 	The provisions of paragraph (a) above shall not apply to any Holder who owns more




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	 	 	than 5% of the Company’s outstanding share capital until the earlier of (i) such time as
such Holder owns less than 5% of the Company’s outstanding share capital or (ii) the date on
which all Registrable Securities owned by such Holder can be sold without restriction or
registration.






	14.	 	Delay of Registration. No Holder shall have any rights to take any actions to restrain,
enjoin, or otherwise delay any registration as the result of any controversy that might arise
with respect to the interpretation or implementation of this Agreement.
	 
	15.	 	Future Changes in Registration Requirements. If the registration requirements under the
Securities Act are amended or eliminated to accommodate a “Company registration” or similar
approach, this Agreement shall be deemed amended to the extent necessary to reflect such
changes and the intent of the parties hereto with respect to the benefits and obligations of
the parties, and in such connection, the Company shall use reasonable efforts to provide
Holders of Registrable Securities equivalent benefits to those provided under this Agreement.
	 
	16.	 	Reorganizations. If the Company engages in any reorganization or restructuring or other
transaction (including without limitation a transaction effected primarily to change its
jurisdiction of organization) in which the Company or its successor or assignee is a wholly
owned subsidiary of another entity, then as a condition to such transaction, the Company shall
ensure that the ultimate parent entity assumes all of the Company’s obligations hereunder as
if it were the Company.
	 
	17.	 	Miscellaneous
	 
	(a)	 	Binding Effect. Except as otherwise provided herein, the terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective successors and
assigns of the parties (including transferees of any shares of Registrable Securities).
	 
	(b)	 	Successors and Assigns. Nothing in this Agreement, express or implied, is intended
to confer upon any party other than the parties hereto or their respective successors and
assigns any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.
	 
	(c)	 	Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York, applicable to those contracts to be performed
entirely within the State of New York.
	 
	(d)	 	Counterparts. This Agreement may be signed in separate counterparts, each of which
shall be deemed to be an original and all of which together shall constitute one and the same
instrument.
	 
	(e)	 	Titles and Subtitles. The titles and subtitles used in this Agreement are used for
convenience only and are not to be considered in construing or interpreting this Agreement.
	 
	(f)	 	Notices. All notices and other communications required or permitted under this




12









 






	 	 	Agreement must be in writing and will be deemed given if sent by personal delivery, faxed
with electronic confirmation of delivery, internationally-recognized express courier or
registered or certified mail (return receipt requested), postage prepaid, to the parties at
the following addresses (or at such other address for a party as will be specified by like
notice):
	 
	 	 	If to the Investor, to the address set forth on the such Investor’s signature page to this
Agreement.
	 
	 	 	If to the Company:




Man Sang International (B.V.I.) Limited

Suite 2208, 22/F, Sun Life Tower

The Gateway, 15 Canton Road

Tsimshatsui

Kowloon, Hong Kong

Attention: Martin Pak



in each case, a copy (for information only) shall be provided to:



Baker & McKenzie

14/F, Hutchison House

10 Harcourt Road

Central, Hong Kong

Attention: Brian Spires





	 	 	All such notices and other communications will be deemed to have been received (a) in the
case of personal delivery, on the date of such delivery, (b) in the case of a fax, when the
party sending such fax has received electronic confirmation of its delivery, (c) in the case
of delivery by internationally-recognized express courier, on the business day following
dispatch and (d) in the case of mailing, on the fifth business day following mailing.
	 
	(g)	 	Entire Agreement. This Agreement constitutes the entire agreement between the parties
pertaining to the subject matter hereof and supersedes any prior understandings, oral or
written.
	 
	(h)	 	Amendments and Waivers. This Agreement may not be changed, discharged or terminated
(except as expressly provided herein) without the written consent of each of the parties
hereto, and no provision hereof may be waived without the written consent of the party to be
bound thereby.
	 
	(i)	 	Severability. To the extent permitted by applicable law, the illegality or
unenforceability of any provision of this Agreement shall not in any way affect or impair the
legality or enforceability of the remaining portions of this Agreement.
	 
	(j)	 	Aggregation of Shares. All shares of Registrable Securities held or acquired by
affiliated entities or persons shall be aggregated together for the purpose of determining the
availability of any rights under this Agreement.





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	(k)	 	No Third Party Beneficiaries. This Agreement is intended for the benefit of the
parties hereto and their respective permitted successors and assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other person.




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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.



COMPANY:




	 	 	 	 	 	 	 
	 	 	MAN SANG INTERNATIONAL (B.V.I) LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






INVESTOR:




	 	 	 	 	 	 	 
	 	 	CAFOONG LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	Address:	 	 	 	 






[Registration Rights Agreement Signature Page]





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