SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a)

(Amendment No. 20)*

Emerson Radio Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

291087203

(CUSIP Number)

Mr. Fok Hei Yu

c/o FTI Consulting (Hong Kong) Limited

Level 22, The Center

99 Queen’s Road Central

Central, Hong Kong

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

With copies to:

May 12, 2014

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  o

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 291087203

1	NAME OF REPORTING PERSONS I.R.S. Identification Nos. of above person (entities only) S&T International Distribution Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF, BK
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER None
		8	SHARED VOTING POWER 15,243,283 shares of Common Stock
		9	SOLE DISPOSITIVE POWER None
		10	SHARED DISPOSITIVE POWER 15,243,283 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,243,283 shares of Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.2%
14	TYPE OF REPORTING PERSON (See Instructions) CO

CUSIP No. 291087203

1	NAME OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) Grande N.A.K.S. Ltd
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF, BK
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER None
		8	SHARED VOTING POWER 15,243,283 shares of Common Stock
		9	SOLE DISPOSITIVE POWER None
		10	SHARED DISPOSITIVE POWER 15,243,283 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,243,283 shares of Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.2%
14	TYPE OF REPORTING PERSON (See Instructions) CO

CUSIP No. 291087203

1	NAME OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) The Grande Holdings Limited (In Liquidation)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC, BK
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER None
		8	SHARED VOTING POWER 15,243,283 shares of Common Stock
		9	SOLE DISPOSITIVE POWER None
		10	SHARED DISPOSITIVE POWER 15,243,283 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,243,283 shares of Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.2%
14	TYPE OF REPORTING PERSON (See Instructions) CO

This statement on Schedule 13D/A (the “Statement”) amends the Schedule 13D relating to shares of common stock (the “Shares”), of Emerson Radio Corp. (“Emerson”), as originally filed with the Securities and Exchange Commission (the “SEC”) on December 15, 2005 (the “Initial Statement”) by The Grande Holdings Limited (In Liquidation) (“Grande Holdings”), Grande N.A.K.S. Ltd. (“N.A.K.S.”), S&T International Distribution Ltd. (“S&T” and, together with Grande Holdings, and N.A.K.S., the “Reporting Persons”), The Grande Group Limited (“GGL”) and Mr. Christopher Ho Wing On (“Mr. Ho”), as amended by Amendment No. 1, dated March 7, 2006 (“Amendment No. 1”), Amendment No. 2, dated May 9, 2006 (“Amendment No. 2”), Amendment No. 3, dated May 25, 2006 (“Amendment No. 3”), Amendment No. 4, dated June 15, 2006 (“Amendment No. 4”), Amendment No. 5, dated July 7, 2006 (“Amendment No. 5”), Amendment No. 6, dated July 28, 2006 (“Amendment No. 6”), Amendment No. 7, dated August 10, 2006 (“Amendment No. 7”), Amendment No. 8, dated September 19, 2006 (“Amendment No. 8”), Amendment No. 9, dated November 8, 2006 (“Amendment No. 9”), Amendment No. 10, dated February 7, 2007 (“Amendment No. 10”), Amendment No. 11, dated October 1, 2007 (“Amendment No. 11”), Amendment No. 12, dated November 1, 2007 (“Amendment No. 12”), Amendment No. 13, dated October 19, 2009 (“Amendment No. 13”), Amendment No. 14, dated July 5, 2012 (“Amendment No. 14”), Amendment No. 15, dated April 2, 2013 (“Amendment No. 15”), Amendment No. 16, dated August 9, 2013 (“Amendment No. 16”), and Amendment No. 17, dated September 13, 2013  (“Amendment No. 17”), Amendment No. 18, dated October 15, 2013 (“Amendment No. 18”), Amendment No. 19, dated January 15, 2014 (“Amendment No. 19” and, together with the Initial Statement, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14, Amendment No. 15, Amendment No. 16, Amendment No. 17, and Amendment No. 18 the “Previous Filings”), all filed by the Reporting Persons.

Item 1.  Security and Issuer.

This Statement is filed with respect to the common stock of Emerson, a Delaware corporation.  The address of the principal executive offices of Emerson is 3 University Plaza, Suite 405, Hackensack, New Jersey 07601.

Item 2.  Identity and Background.

This statement is filed on behalf of each of the following Reporting Persons:

(1)  Grande Holdings, a Bermuda corporation engaged in investment holding, the executive offices of which are located at c/o FTI Consulting (Hong Kong) Limited, Level 22, The Center, 99 Queen’s Road Central, Central, Hong Kong;

(2)  N.A.K.S., a British Virgin Islands corporation engaged in purchasing, selling or holding of securities or other investments, the executive offices of which are c/o The Grande Holdings Limited (In Liquidation), Level 22, The Center, 99 Queen’s Road Central, Central, Hong Kong; and

(3)  S&T, a British Virgin Islands corporation engaged in purchasing, selling or holding of securities or other investments, the executive offices of which are c/o The Grande Holdings Limited (In Liquidation), Level 22, The Center, 99 Queen’s Road Central, Central, Hong Kong.

Each of the Reporting Persons is party to that certain Joint Filling Agreement attached hereto as Exhibit 1.  Accordingly the Reporting Persons are hereby filling a joint Schedule 13D.

As of the date of this Statement, S&T has the direct power to vote and direct the disposition of the 15,243,283 Shares (the “Emerson Shares”).  As the sole parent of S&T, N.A.K.S. has the indirect power to vote and dispose of the Emerson Shares held for the account of S&T.  As the sole parent of N.A.K.S., Grande Holdings has the indirect power to vote and dispose of the Emerson Shares held for the account of S&T.

Set forth on Annex A to this Statement is a chart setting forth, with respect to each executive officer, director and controlling person of a Reporting Person, his or her name, residence or business address, present principal occupation or employment (along with the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship, in each case as of the date hereof.

During the last five years, no Reporting Person nor any person listed on Annex A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).  During the last five years, none of the Reporting Persons nor any persons listed on Annex A has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 4.  Purpose of Transaction

Item 4 is hereby amended in its entirety to reflect the following:

“As previously reported, upon application of a major creditor, the High Court of Hong Kong appointed Fok Hei Yu (who is also known by the anglicized name Vincent Fok) and Roderick John Sutton as Joint and Several Provisional Liquidators (the “Provisional Liquidators”) over Grande Holdings.  On September 12, 2013, the High Court of Hong Kong issued a judgment to formally wind-up Grande Holdings, and the company is currently in liquidation.  The Provisional Liquidators have informed Emerson that they are exploring a potential sale of the 15,243,283 Emerson Shares beneficially owned by Grande Holdings, and this process is currently pending the outcome of the proposed restructuring plan described below.  The Provisional Liquidators have informed Emerson that they are exploring a plan to restructure Grande Holdings that would involve the re-listing of the common stock of Grande Holdings on the Stock Exchange of Hong Kong (“HKSE”), and this process is currently ongoing.  As part of such re-listing, it is anticipated that many of the assets of Grande Holdings, including the Emerson Shares, would remain a part of Grande Holdings.  On May 2, 2014, Sino Bright Enterprises Co., Ltd. (“Sino Bright”), Grande Holdings, and the Provisional Liquidators entered into an agreement pursuant to which Sino Bright submitted to Grande Holdings and the Provisional Liquidators a formal proposal to restructure Grande Holdings (the “Proposal”) and agreed to bear all reasonable fees and costs incurred in connection with the finalization and implementation of the Proposal, including any fees of the Provisional Liquidators.  The Proposal  includes a plan to re-list Grande Holdings on the HKSE and provides that many of the assets of Grande Holdings, including the Emerson Shares, would remain a part of Grande Holdings.  A copy of the Grande Holdings announcement concerning the Proposal is filed herewith as Exhibit 15.  On January 15, 2014, Sino Bright, a creditor of Grande Holdings, commenced legal proceedings in the High Court of the Hong Kong Special Administrative Region Court of First Instance against Vincent Fok and FTI Consulting (Hong Kong) Limited in connection with the potential restructuring of Grande Holdings.  The allegations are strongly denied by Mr. Fok and FTI and an application has been made to have the claim struck out.”

Item 5.  Interest in Securities of the Issuer.

S&T is the record owner of the Emerson Shares.  As the sole stockholder of S&T, N.A.K.S. may be deemed to own beneficially the Emerson Shares.  As the sole stockholder of N.A.K.S, Grande Holdings may be deemed to own beneficially the Emerson Shares.

On May 31, 2011, Mr. Fok Hei Yu and Mr. Roderick John Sutton, both of FTI Consulting (Hong Kong) Limited, were appointed as the provisional liquidators of Grande Holdings.

(a)  Each of the Reporting Persons may be deemed to own beneficially 56.2% of the Shares of Emerson, which percentage is calculated based upon 27,129,832 Shares reported to be outstanding as of June 30, 2013.  Each of the Reporting Persons, except S&T, disclaims beneficial ownership of the Emerson Shares.  Each of the Reporting Persons, except for S&T with respect to the Emerson Shares, disclaims beneficial ownership of the Emerson Shares.

(b)  For each Reporting Person, the following are the number of shares as to which such person has:

i.   sole power to vote or to direct the vote: 0 shares.

ii.  shared power to vote or to direct the vote: 15,243,283 shares.

iii. sole power to dispose or to direct the disposition: 0 shares.

iv. shared power to dispose or to direct the disposition: 15,243,283 shares.

(c)  The information set forth in Item 6 is hereby incorporated by reference.  Except as set forth above and in Item 6, none of the Reporting Persons has effected any transaction in the Emerson Shares during the last 60 days.

(d)  The information set forth in Item 6 is hereby incorporated by reference.  No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the Emerson Shares beneficially owned by any of the Reporting Persons.

(e)  Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On or around February 2010, Grande Holdings defaulted on its obligations to DB, after which DB exercised certain of its rights in respect of the Charged Shares pursuant to the Security Agreement.  On March 1, 2010, DB disposed or caused the disposal of 3,900 Charged Shares at $2.2397 per share; and on March 2, 2010, DB disposed or caused the disposal of 387,299 Charged Shares at $2.955 per share.  The said disposals were handled by DB.

On March 26, 2013, DB and S&T agreed on a settlement in respect of the Security Agreement pursuant to which DB has agreed (i) that all of S&T’s obligations under the Security Agreement have been discharged, (ii) to release its fixed security interest over the remaining Charged Shares (totaling 3,389,401 shares) and return and re-assign the remaining Charged Shares to S&T.  As of April 2, 2013, the remaining Charged Shares have been re-assigned and returned to the possession of S&T.

Item 7.  Material to Be Filed as Exhibits.

Exhibit 1:  Joint Filing Agreement, dated May 22, 2014 by and among Grande Holdings, N.A.K.S. and S&T.**

Exhibit 2:  Agreement for the Sale and Purchase of Certain Shares in Emerson Radio Corp., dated as of August 20, 2005, between Mr. Jurick and S&T (“Stock Purchase Agreement”).*

Exhibit 3:  Supplemental Agreement to the Stock Purchase Agreement, dated as of September 28, 2005, between Mr. Jurick and S&T.*

Exhibit 4:  Convertible Debenture dated December 5, 2005 issued by Grande Holdings in favor of Mr. Jurick.*

Exhibit 5:  Facility Agreement, dated August 22, 2005 among S&T, Grande Holdings and ABN AMRO Bank N.V., Hong Kong Branch.*

Exhibit 6:  Assignment of Acquisition Agreement, dated August 22, 2005 between S&T and ABN AMRO Bank N.V., Hong Kong Branch.*

Exhibit 7:  Pledge Agreement, dated August 22, 2005 between S&T and ABN AMRO Bank N.V., Hong Kong Branch.*

Exhibit 8:  Proposal dated November 8, 2006 for the purchase by a non-U.S. subsidiary of Emerson Radio of the consumer electronics manufacturing operations of the Capetronic Group.*

Exhibit 9:  Letter from the Grande (Nominees) Limited to Emerson Radio Corp. concerning the lapse of the Proposal, dated January 31, 2007.*

Exhibit 10:  Stock Purchase Agreement for the Sale and Purchase of Certain Shares in Emerson Radio Corp., dated as of September 7, 2007, among S&T, the Singer Children’s Management Trust, Gary Singer and Karen Singer (“Singer Stock Purchase Agreement”).*

Exhibit 11:  Security over Shares and Security Assignment Agreement, dated January 20, 2010 between S&T as Chargor in favour of DB London Branch as Secured Party (“Security Agreement”).*

Exhibit 12: Notice of Nominations of Persons for Election to the Board of Directors of Emerson Radio Corp., dated August 9, 2013 (“Notice of Nominations”).*

Exhibit 13: Notice of Nominations of Persons for Election to the Board of Directors of Emerson Radio Corp., dated September 13, 2013 (“Manski, Snellings, and Hon Notice of Nomination”).*

Exhibit 14: Notice of Nominations of Persons for Election to the Board of Directors of Emerson Radio Corp. and Proposal to Amend Section 3.2 of the Bylaws, dated October 8, 2013 (“Gronow, Choong, and Chadwick Notice of Nominations”).*

Exhibit 15: Announcement by The Grande Holdings Limited (In Liquidation), dated May 12, 2014.**

*    Previously filed.

**  Filed herewith.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	THE GRANDE HOLDINGS LIMITED (IN LIQUIDATION)
Dated:  May 22, 2014	By:	/s/ FOK HEI YU
	Name:	FOK HEI YU
	Title:	PROVISIONAL LIQUIDATOR

	GRANDE N.A.K.S. LTD
Dated:  May 22, 2014	By:	/s/ JOHN HOWARD BATCHELOR
	Name:	JOHN HOWARD BATCHELOR
	Title:	DIRECTOR

	S&T INTERNATIONAL DISTRIBUTION LIMITED
Dated:  May 22, 2014	By:	/s/ JOHN HOWARD BATCHELOR
	Name:	JOHN HOWARD BATCHELOR
	Title:	DIRECTOR

The original statement shall be signed by each person on whose behalf the Statement is filed or his authorized representative.  If the Statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations

(See 18 U.S.C. 1001).

ANNEX A

Set forth below is the name, business address, present principal occupation or employment and citizenship of each director, executive officer and controlling person of The Grande Holdings Limited (In Liquidation) (“The Grande Holdings”).  The principal address of each individual listed below, unless otherwise indicated below, is the current business address for The Grande Holdings c/o FTI Consulting (Hong Kong) Limited, Level 22, The Center, 99 Queen’s Road Central, Central, Hong Kong.

Name and Business Address	Position with Reporting Person	Present Principal Occupation or Employment	Citizenship
Christopher Ho Wing-On	Director of The Grande Holdings Limited (In Liquidation)	Chairman	Canadian
FOK Hei Yu Level 22, The Center, 99 Queen’s Road Central, Central, Hong Kong	Provisional Liquidator of The Grande Holdings Limited (In Liquidation)	Senior Managing Director of FTI Consulting	Australian
Roderick John SUTTON Level 22, The Center, 99 Queen’s Road Central, Central, Hong Kong	Provisional Liquidator of The Grande Holdings Limited (In Liquidation)	Senior Managing Director of FTI Consulting	Australian

Set forth below is the name, business address, present principal occupation or employment and citizenship of each director, executive officer and controlling person of Grande N.A.K.S. Limited (“NAKS”) The principal address of each individual listed below, unless otherwise indicated below, is the current business address for NAKS (c/o The Grande Holdings Limited (In Liquidation), Level 22, The Center, 99 Queen’s Road Central, Central, Hong Kong).

Name and Business Address	Position with Reporting Person	Present Principal Occupation or Employment	Citizenship
The Grande Holdings Limited (In Liquidation)	Controlling Shareholder	N/A	Bermuda
John Howard BATCHELOR Level 22, The Center, 99 Queen’s Road Central, Central, Hong Kong	Director of Grande N.A.K.S. Ltd Limited	Senior Managing Director of FTI Consulting	Australian
Roderick John SUTTON Level 22, The Center, 99 Queen’s Road Central, Central, Hong Kong	Director of Grande N.A.K.S. Ltd	Senior Managing Director of FTI Consulting	Australian
CHOW Wai Shing Daniel Level 22, The Center, 99 Queen’s Road Central, Central, Hong Kong	Director of Grande N.A.K.S. Ltd	Managing Director of FTI Consulting	Chinese

Set forth below is the name, business address, present principal occupation or employment and citizenship of each director, executive officer and controlling person of S&T International Distribution Limited (“S&T”).  The

principal address of each individual listed below, unless otherwise indicated below, is the current business address for S&T (c/o The Grande Holdings Limited (In Liquidation)), Level 22, The Center, 99 Queen’s Road Central, Central, Hong Kong).

Name and Business Address	Position with Reporting Person	Present Principal Occupation or Employment	Citizenship
Grande N.A.K.S. Ltd	Director of S&T International Distribution Limited and Controlling Shareholder	Not applicable	Incorporated in British Virgin Islands
John Howard BATCHELOR Level 22, The Center, 99 Queen’s Road Central, Central, Hong Kong	Director of S&T International Distribution Limited	Senior Managing Director of FTI Consulting	Australian
Roderick John SUTTON Level 22, The Center, 99 Queen’s Road Central, Central, Hong Kong	Director of S&T International Distribution Limited	Senior Managing Director of FTI Consulting	Australian

EX-99.1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a Schedule 13D, (including amendments thereto) relating to the beneficial ownership of common stock of Emerson Radio Corporation and further agree that this Joint Filing Agreement be included as an exhibit to such joint filing.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.        

	THE GRANDE HOLDINGS LIMITED (IN LIQUIDATION)
Dated:  May 22, 2014	By:	/s/ FOK HEI YU
	Name:	FOK HEI YU
	Title:	PROVISIONAL LIQUIDATOR

	GRANDE N.A.K.S. LTD
Dated:  May 22, 2014	By:	/s/ JOHN HOWARD BATCHELOR
	Name:	JOHN HOWARD BATCHELOR
	Title:	DIRECTOR

	S&T INTERNATIONAL DISTRIBUTION LIMITED
Dated:  May 22, 2014	By:	/s/ JOHN HOWARD BATCHELOR
	Name:	JOHN HOWARD BATCHELOR
	Title:	DIRECTOR

EX-15

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 however arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

GRANDE

THE GRANDE HOLDINGS LIMITED

嘉域集團有限公司

(In Liquidation)

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 186)

CHANGE OF AUDITORS;

ENTERING INTO THE RESTRUCTURING AGREEMENT

INVOLVING, INTER ALIA,

PROPOSED CAPITAL REORGANISATION,

CREDITORS’ SCHEMES OF ARRANGEMENT

IN ACCORDANCE WITH

SECTION 99 OF THE COMPANIES ACT AND

SECTION 670 OF THE COMPANIES ORDINANCE;

AND

CONNECTED TRANSACTION INVOLVING

ISSUE OF CREDITORS SHARES

UNDER SPECIFIC MANDATE

Financial adviser to the Company

 

CHANGE OF AUDITORS

On 16 April 2014, the Provisional Liquidators were informed by Moore Stephens that they decided to tender their resignation as the auditors of the Company. In order to fill the casual vacancy arising from the resignation of Moore Stephens, the Provisional Liquidators have appointed Jonten Hopkins CPA Limited as the new auditors of the Company on 7 May 2014 to hold office until the conclusion of the next annual general meeting of the Company.

1

RESTRUCTURING AGREEMENT

On 2 May 2014, the Company, the Provisional Liquidators and Sino Bright entered into the Restructuring Agreement to implement the Restructuring Proposal which contemplates, among others, the Capital Reorganisation and the Schemes.

CAPITAL REORGANISATION

Under the Restructuring Agreement, it is proposed that the Company will undergo Capital Reorganisation which will involve the Capital Cancellation, the Capital Reduction, the Share Premium Reduction and the Authorised Share Capital Increase. The credit arising from the Capital Reduction and the Share Premium Reduction will be applied to set off part of the accumulated losses of the Company.

Further announcement(s) will be made in respect of the expected timetable for the implementation of the Capital Reorganisation as and when appropriate.

SCHEMES

Pursuant to the terms of the Restructuring Agreement, it is proposed that the Bermuda Scheme and Hong Kong Scheme will be implemented. Upon the Schemes having become effective, (i) the Company shall issue Creditors Shares to the Scheme Creditors in proportionate to their respective admitted claim disregarding fractions credited as fully paid, with the result that the Scheme Creditors in totality will receive up to a maximum of 90% of the Enlarged Issued Share Capital; (ii) Sino Bright will provide to the Independent Creditors (i.e. Creditors other than Sino Bright, McVitie Group Holdings Limited and Gain Alpha Finance Limited or affiliates and persons acting in concert with any of them) a Cash Alternative to the Creditors Shares in the amount of 60 cents in the dollar on admitted Creditors’ claims, to be funded by Sino Bright by direct contribution to the Schemes; and (iii) intercompany liabilities within the Group will not be treated as claims qualified for the offer of any Creditors Shares under the Schemes (including but not limited to the Cash Alternatives).

Upon completion of the Schemes, all the claims of the Creditors against the Company, and liabilities of the Company will be discharged and released in full.

2

GENERAL

The SGM will be held at which resolutions will be proposed to consider, and if thought fit, to approve, among other things, the Capital Reorganisation, the grant of the specific mandate for the allotment and issue of the Creditors Shares and any other matters as required by law, the Listing Rules, the Stock Exchange and/or the SFC, which are necessary to give effect to the Restructuring Proposal and any transactions contemplated under the Restructuring Agreement at the SGM.

To the best knowledge of the Provisional Liquidators and based on available books and records, as at the date of this announcement, no Shareholder has a material interest in the Capital Reorganisation. As such, no Shareholders will be required to abstain from voting in respect of the resolutions to approve the Capital Reorganisation.

Mr. Christopher W. Ho and his associates, being connected persons of the Company and having material interests in the Restructuring Agreement and the Schemes under which Creditors Shares may be issued and allotted to the Scheme Creditors who are associates of Mr. Christopher W. Ho (subject to adjudication of claims), shall abstain from voting in respect of the resolutions to approve the Restructuring Agreement and the transactions contemplated thereunder in which they have material interests, including the grant of the specific mandate for the allotment and issue of Creditors Shares.

To the best knowledge of the Director and the Provisional Liquidators and having made all reasonable enquiries, the Director and the Provisional Liquidators are not aware of any other Shareholders who are required to abstain from voting on the relevant resolutions at the SGM, apart from Mr. Christopher W. Ho and his associates.

As the Board currently comprises only one executive Director and has no independent non-executive Director, no independent board committee will be established at this stage to advise the Independent Shareholders on the Restructuring Agreement and the issue of Creditors Shares. The Company may appoint sufficient number of independent non-executive Directors to the Board in compliance with the Listing Rules in the future. Further announcement(s) will be made by the Company as and when appropriate in this regard. An independent financial adviser will be appointed by the Company to advise the Independent Shareholders and the independent board committee (if established) on the terms of the Restructuring Agreement and the transactions contemplated thereunder, including the grant of the specific mandate for the allotment and issue of Creditors Shares, and the Company will issue a further announcement regarding such appointment in due course.

3

A Circular containing, among other things, further details of the Restructuring Proposal, the Restructuring Agreement and the transactions contemplated thereunder, the recommendation of the independent board committee (if established), the advice of the independent financial adviser and a notice convening the SGM will be despatched to the Shareholders as soon as practicable. Since (i) the Resumption Proposal is still being reviewed and considered by the Stock Exchange whilst the Company has been addressing queries raised by the Listing Division and submitting documents to comply with the documentary requirements for the resumption proposal in accordance with the Stock Exchange’s guidance letter of September 2013 (HKEx-GL66-13); (ii) the new auditors have been engaged on 7 May 2014 to commence audit of the consolidated financial statements of the Group for the years ended 31 December 2012 and 2013; and (iii) the Provisional Liquidators are in the process of adjudicating the claims which will determine the shareholding structure of the Company at Completion, it is expected that more time will be required for the preparation of the Circular which will contain, among others, the financial information of the Group, the unaudited pro forma statement of financial information of the Group and information regarding the latest business operations of the Group. The Circular is expected to be despatched to the Shareholders on or before 31 August 2014.

Trading in the shares of the Company has been suspended since 9:00 a.m. on 30 May 2011 at the request of the Company and will remain suspended until further notice. The release of this announcement does not necessarily indicate that trading in the shares of the Company will be resumed. Accordingly, Shareholders and potential investors of the Company should exercise caution when dealing in the Shares.

CHANGE OF AUDITORS

On 16 April 2014, the Provisional Liquidators were informed by Moore Stephens that they decided to tender their resignation as the auditors of the Company after taking into factors including the professional risk associated with the audit and the level of audit fees.

In the resignation letter issued by Moore Stephens, they have drawn to the Company’s attention that a disclaimer opinion was issued for the year ended 31 December 2011 in respect of the material uncertainty relating to the going concern basis. Other than this, they confirmed that there are no other circumstances connected with their resignation which they consider should be brought to the attention of the Shareholders or creditors of the Company.

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In order to fill the casual vacancy arising from the resignation of Moore Stephens, the Provisional Liquidators have appointed Jonten Hopkins CPA Limited as the new auditors of the Company on 7 May 2014 to hold office until the conclusion of the next annual general meeting of the Company.

Save as disclosed above, the Company is not aware of any other matters in respect of the change of auditors that need to be brought to the attention of the shareholders of the Company.

RESTRUCTURING AGREEMENT

References are made to the announcements of the Company dated 12 February 2014 and 31 March 2014 in relation to the Restructuring Proposal.

On 2 May 2014, the Company, the Provisional Liquidators and Sino Bright entered into the Restructuring Agreement to implement the Restructuring Proposal which contemplates, among others, the Capital Reorganisation and the Schemes.

CAPITAL REORGANISATION

As at the date of this announcement, the authorised share capital of the Company is HK$100,000,000 comprising 1,000,000,000 Shares of HK$0.10 each, of which 460,227,320 Shares have been issued and fully paid. The issued share capital of the Company is HK$46,022,732.

Under the Restructuring Agreement, it is proposed that the Capital Reorganisation will be put forward to the Shareholders for their approval at the SGM. The Capital Reorganisation will comprise:

(i) Capital Cancellation

The existing authorised but unissued share capital of HK$53,977,268 shall be cancelled in its entirety.

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(ii) Capital Reduction

The par value of each of the issued Share shall be reduced from HK$0.10 to HK$0.01. The credit balance arising from the Capital Reduction of HK$41,420,458.80 will be applied in a manner as permitted by the Companies Act, other applicable laws and the Bye-Laws to, including but not limited to, setting off part of the accumulated losses of the Company, resulting in the authorised and issued share capital of the Company being reduced to HK$4,602,273.20.

(iii) Share Premium Reduction

The entire amount standing to the credit of the share premium account of the Company shall be cancelled. The credit arising from the Share Premium Reduction will be applied to set off part of the accumulated losses of the Company or otherwise in a manner permitted by the Companies Act, applicable laws and the Bye-Laws.

(iv) Authorised Share Capital Increase

The Company’s authorised share capital shall be increased from HK$4,602,273.20 to HK$200,000,000 by creating 19,539,772,680 New Shares of HK$0.01 each.

Conditions precedent of the Capital Reorganisation

The Capital Reorganisation will become effective conditional upon:

(a) the passing of the necessary resolutions by the Shareholders approving (i) the Capital Cancellation; (ii) the Capital Reduction; (iii) the Share Premium Reduction; and (iv) the Authorised Share Capital Increase at the SGM;

(b) compliance with the relevant procedures and applicable statutory requirements under the Companies Act to effect the Capital Reduction and Share Premium Reduction;

(c) the approval or waiver from the Bermuda Court in relation to the Capital Reorganisation, if required; and

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(d) the Listing Committee granting the listing of, and permission to deal in, the New Shares in issue upon the Capital Reorganisation becoming effective.

Further announcement(s) will be made in respect of the expected timetable for the implementation of the Capital Reorganisation as and when appropriate.

Effects of the Capital Reorganisation

The following table sets out the effect of the Capital Reorganisation on the share capital of the Company before and after completion of the Capital Reorganisation:

	Before the Capital Reorganisation	Immediately after the Capital Reorganisation
Par value	HK$0.10 per Share	HK$0.01 per New Share
Authorised share capital	HK$100,000,000	HK$200,000,000
Number of authorised shares	1,000,000,000 Shares	20,000,000,000 New Shares
Issued and paid-up share capital	HK$46,022,732	HK$4,602,273
Number of issued and paid-up shares	460,227,320 Shares	460,227,320 New Shares

Upon the Capital Reorganisation becoming effective, the resulting New Shares shall rank pari passuin all respects with each other. The Capital Reorganisation will not result in any change in the relative rights of the Shareholders.

Reasons for the Capital Reorganisation

The Capital Reduction is necessary in order to ensure that the Company’s share capital more accurately reflects the Company’s available assets. The net assets of the Company have been substantially depleted by the accumulated losses of approximately HK$2,874 million as at 30 June 2012 and possibly subsequent losses.

The Capital Reorganisation will enable the re-capitalisation of the share capital of the Company through issue of New Shares. Upon the issuance of the Creditors Shares to the Scheme Creditors pursuant to the Schemes, all the claims of Creditors against the Company will be settled in full and released.

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SCHEMES

As at the date of this announcement, to the best knowledge of the Provisional Liquidators and based on the available books and records of the Company or by claims made by Creditors (if the amounts do not match with the records of the Company), the Company has 22 Creditors (excluding intercompany liabilities) with the estimated total amount of claims against, and the liabilities of, the Company and the estimated Costs and Expenses in a total sum of approximately HK$3,177 million. The indebtedness figure stated above is indicative only and the claims of the Creditors will be subject to adjudication under the Schemes.

Pursuant to the terms of the Restructuring Agreement, it is proposed that:

(i) the Bermuda Scheme and Hong Kong Scheme will be implemented under which all the claims of Creditors (including in respect of any security they hold) against the Company will be settled in full and released by the issue of Creditors Shares to the Scheme Creditors in proportionate to their respective admitted claim disregarding fractions credited as fully paid, with the result that the Scheme Creditors in totality will receive up to a maximum of 90% of the Enlarged Issued Share Capital or such other percentage shareholding as may be agreed and approved by the relevant authorities (such percentage will also be subject to the final adjudicated amount of the total indebtedness as mentioned above);

(ii) Sino Bright will provide to the Independent Creditors (i.e. Creditors other than Sino Bright, McVitie Group Holdings Limited and Gain Alpha Finance Limited or affiliates and persons acting in concert with any of them) a Cash Alternative to the Creditors Shares in the amount of 60 cents in the dollar on admitted Creditors’ claims, to be funded by Sino Bright by direct contribution to the Schemes. Independent Creditors accepting the Cash Alternative will assign their respective rights to Creditors Shares to Sino Bright.; and

(iii) intercompany liabilities within the Group will not be treated as claims qualified for the offer of any Creditors Shares under the Schemes (including but not limited to the Cash Alternatives).

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The cash payment in the amount of HK$60,000,000 to the Scheme Creditors to be settled by internal resources of the Company and/or subscription and/or private placing of convertible bonds and/or by other means as described in the Company’s announcement dated 12 February 2014 has been replaced by the Cash Alternative funded by Sino Bright.

The Schemes which are subject to sanction of the Bermuda Court and the Hong Kong Court respectively and passing of the necessary or appropriate resolutions in the SGM shall become effective and legally binding on the Company and all the Creditors, including those voting against the Schemes and those not voting, if the requisite majority (representing more than 50% in number and not less than 75% in value of the claims of Creditors who, either in person or by proxy, attend the scheme meetings convened with the leave of the Bermuda Court and the Hong Kong Court) votes in favour of the Schemes which the two courts thereafter sanction and a copy of each of the relevant court orders sanctioning the Schemes is filed with the relevant Registrars of Companies in Bermuda and Hong Kong respectively.

Upon completion of the Schemes, all the claims of the Creditors against the Company, and liabilities of the Company will be discharged and released in full.

The Creditors Shares

The implementation of the Schemes is conditional on Completion. The Creditors Shares, which will be allotted and issued under a specific mandate to be sought from the Independent Shareholders at the SGM, will rank pari passuin all respects with the New Shares in issue as at the date of allotment and issue of the Creditors Shares, including the rights to receive all future dividends and distributions which may be declared, made or paid by the Company on or after the date of allotment and issue of the Creditors Shares. Detailed terms of the Schemes will be set out in the Schemes documents.

The Creditors Shares will not be subject to any lock-up or other disposal restrictions.

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Placing down for the Public Float

The estimated total amount of claims against, and the liabilities of, the Company as at the date of this announcement and the estimated Costs and Expenses are in a total sum of approximately HK$3,177 million, after the issuance of the Creditors Shares, and assuming that all Independent Creditors (i.e. Creditors other than Sino Bright, McVitie Group Holdings Limited and Gain Alpha Finance Limited or affiliates and persons acting in concert with any of them) accept the Cash Alternative and assign their rights to the Creditors Shares to Sino Bright, the public Shareholders will hold approximately 4.60% of the Enlarged Issued Share Capital. If none of the Independent Creditors entitled to the Cash Alternative take up the Cash Alternative, the public Shareholders will hold approximately 14.24% of the Enlarged Issued Share Capital. The relevant percentages set out above are subject to the final adjudicated amount of the total indebtedness as mentioned above.

Pursuant to the Restructuring Agreement, Sino Bright shall take appropriate steps to restore the Public Float of the Company to the extent required under the Listing Rules after completion of the Schemes.

LISTING APPLICATION

Application will be made by the Company to the Listing Committee for the listing of, and permission to deal in, the New Shares and the Creditors Shares.

Subject to the granting of the listing of, and permission to deal in, the New Shares and the Creditors Shares on the Stock Exchange, the New Shares and the Creditors Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the New Shares and the Creditors Shares on the Stock Exchange or under contingent situation, such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second business day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

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RESTRUCTURING COSTS

Pursuant to the Restructuring Agreement, Sino Bright is responsible for all the Costs and Expenses in connection with the Restructuring Proposal. If the Restructuring Proposal is successful, such payment by Sino Bright shall be deemed to be part of the debts due from the Company to Sino Bright and shall be treated as such claims qualified for the offer of Creditors Shares under the Schemes.

CONDITIONS PRECEDENT OF THE RESTRUCTURING AGREEMENT

Completion of the Restructuring Agreement is conditional upon the fulfilment (or waiver) of the following conditions, among others, on or before the Long Stop Date:

(a) the Capital Reorganisation being effected with necessary approvals, consents and sanctions of the Shareholders, the Hong Kong Court and Bermuda Court and the Stock Exchange and compliance with applicable statutory procedures and requirements under the Companies Act;

(b) the Schemes effected with the relevant approvals, consents and sanctions from the Creditors, Shareholders and the Hong Kong Court and Bermuda Court in each case, either unconditionally or subject to conditions to which the Company does not object and compliance with applicable statutory procedures and requirements under the Companies Act;

(c) the granting by the Listing Committee of the listing of, and permission to deal in the New Shares and the Creditors Shares having been obtained pursuant to the Restructuring Agreement and the Schemes subject only to (i) the formal issue and allotment of such New Shares and the Creditors Shares; (ii) such other administrative conditions as are customarily stipulated by the Stock Exchange for resumption of trading or listing of the shares of the Company;

(d) the Public Float of the Company as required under the Listing Rules being restored after the issue of Creditors Shares, if required;

(e) the Stock Exchange approving the Restructuring Proposal in accordance with the Guidance Letter for Long Suspended Companies HKEx-GL66-13 (September 2013) and the resumption in trading of the Shares either unconditionally or subject to conditions to which the Company does not object;

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(f) the Hong Kong Court granting a permanent stay of the winding up order against the Company issued on 12 September 2013 and ordering the discharge and release of the Provisional Liquidators as provisional liquidators or liquidators of the Company; and Sino Bright, its affiliates and persons acting in concert with it irrevocably and unconditionally releasing to the satisfaction of the Provisional Liquidators all claims that they may assert against the Provisional Liquidators.

There is no assurance, and the release of this announcement is not an indication, that all the conditions precedent will be satisfied and the Restructuring Agreement and the Restructuring Proposal will be successfully implemented and completed or that the resumption in trading of the Shares or the Resumption Proposal has been or will be approved by the Stock Exchange. The Stock Exchange is in the process of reviewing and considering the Resumption Proposal. Further announcement(s) will be made when material developments take place.

Termination

The Restructuring Agreement shall terminate and be of no further effect, except in respect of liability for antecedent breaches, and the liability of Sino Bright to pay for any unpaid Costs and Expenses, upon the earliest of the following:

(a) in the event that any outstanding issues involving Sino Bright, McVitie Group Holdings Limited, the Company and the Provisional Liquidators are not resolved through good faith negotiation within four weeks from the date of the Restructuring Agreement, and either party has given 14 days prior written notice of termination;

(b) any failure by Sino Bright to make any payment provided for or to perform any other obligation assumed in accordance with the terms of the Restructuring Agreement, provided that the Company has given written notice of at least 14 days of such failure and provided Sino Bright with the opportunity to rectify the failure;

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(c) the failure to complete the Restructuring Proposal before the Long Stop Date, unless it is extended by mutual agreement between Sino Bright and the Company;

(d) the date on which the Stock Exchange provides notice in writing that it will not approve the Restructuring Proposal and all channels of appeal to the Listing Review and Appeal Committee have been exhausted;

(e) any other approval, consent, sanction or waiver required for any component of the Restructuring Proposal being refused;

(f) any court orders the Company or the Provisional Liquidators to cease implementation of the Restructuring Proposal and to commence liquidation procedures; and

(g) where Sino Bright and the Company agree in writing to terminate the Restructuring Agreement, the date of termination agreed on.

EFFECT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

The following tables illustrate the effects of the shareholding structure of the Company immediately before and after (i) the Capital Reorganisation; (ii) the issuance of Creditors Shares based on the estimated total amount of claims against, and the liabilities of, the Company as at the date of this announcement and the estimated Costs and Expenses in a total sum of approximately HK$3,177 million, and assuming that those claims are admitted in full and the issue of Creditors Shares in the allocation as illustrated in the tables below; and (iii) the restoration of Public Float.

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Scenario A:

Assuming none of the Independent Creditors accept the Cash Alternative under the Schemes:

	As at the date of this announcement					Immediately after the completion of the Capital Reorganisation					Immediately after the completion of the Capital Reorganisation and the Schemes					Immediately after the completion of the Capital Reorganisation, the Schemes and restoration of Public Float
	No. of Shares		%			No. of New Shares		%			No. of New Shares		%			No. of New Shares		%
Mr. Christopher W. Ho and  his associates								x
Barrican Investments Corporation (Note a)		328,497,822		71.38	%		328,497,822		71.38	%		328,497,822		7.14	%		328,497,822		7.14	%
Creditors connected with Mr. Christopher W. Ho (Note b)		-		0.00	%		-		0.00	%		3,028,949,307		65.81	%		2,533,694,256		55.05	%
Sub-total		328,497,822		71.38	%		328,497,822		71.38	%		3,357,447,129		72.95	%		2,862,192,078		62.19	%
Substantial Shareholder
McVitie Group Holdings Limited (Note c)		-		0.00	%		-		0.00	%		589,512,822		12.81	%		589,512,822		12.81	%
Sub-total		-		0.00	%		-		0.00	%		589,512,822		12.81	%		589,512,822		12.81	%
Public Shareholders
Other existing pubic Shareholders		131,729,498		28.62	%		131,729,498		28.62	%		131,729,498		2.86	%		131,729,498		2.86	%
Gain Alpha Finance Limited (Note d)		-		0.00	%		-		0.00	%		79,890,466		1.74	%		79,890,466		1.74	%
Independent Creditors		-		0.00	%		-		0.00	%		443,693,285		9.64	%		443,693,285		9.64	%
Placees for the Public Float  (Note e)		-		0.00	%		-		0.00	%		-		0.00	%		495,255,051		10.76	%
Sub-total		131,729,498		28.62	%		131,729,498		28.62	%		655,313,249		14.24	%		1,150,568,300		25.00	%
Total		460,227,320		100.00	%		460,227,320		100.00	%		4,602,273,200		100.00	%		4,602,273,200		100.00	%

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Scenario B:

Assuming all Independent Creditors (other than Sino Bright, McVitie Group Holdings Limited and Gain Alpha Finance Limited or affiliates and persons acting in concert with them) have accepted the Cash Alternative and assigned their rights to their Creditors Shares to Sino Bright under the Schemes:

	As at the date of this announcement					Immediately after the completion of the Capital Reorganisation					Immediately after the completion of the Capital Reorganisation and the Schemes					Immediately after the completion of the Capital Reorganisation, the Schemes and restoration of Public Float
	No. of Shares		%			No. of New Shares		%			No. of New Shares		%			No. of New Shares		%
Mr. Christopher W. Ho and  his associates
Barrican Investments Corporation (Note a)		328,497,822		71.38	%		328,497,822		71.38	%		328,497,822		7.14	%		328,497,822		7.14	%
Creditors connected with Mr. Christopher W. Ho (Note b)		-		0.00	%		-		0.00	%		3,472,642,592		75.45	%		2,533,694,256		55.05	%
Sub-total		328,497,822		71.38	%		328,497,822		71.38	%		3,801,140,414		82.59	%		2,862,192,078		62.19	%
Substantial Shareholder
McVitie Group Holdings Limited (Note c)		-		0.00	%		-		0.00	%		589,512,822		12.81	%		589,512,822		12.81	%
Sub-total		-		0.00	%		-		0.00	%		589,512,822		12.81	%		589,512,822		12.81	%
Public Shareholders
Other existing pubic Shareholders		131,729,498		28.62	%		131,729,498		28.62	%		131,729,498		2.86	%		131,729,498		2.86	%
Gain Alpha Finance Limited (Note d)		-		0.00	%		-		0.00	%		79,890,466		1.74	%		79,890,466		1.74	%
Independent Creditors		-		0.00	%		-		0.00	%		-		0.00	%		-		0.00	%
Placees for the Public Float  (Note e)		-		0.00	%		-		0.00	%		-		0.00	%		938,948,336		20.40	%
Sub-total		131,729,498		28.62	%		131,729,498		28.62	%		211,619,964		4.60	%		1,150,568,300		25.00	%
Total		460,227,320		100.00	%		460,227,320		100.00	%		4,602,273,200		100.00	%		4,602,273,200		100.00	%

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Notes:

(a) Mr. Christopher W. Ho is deemed to be interested in these shares as he is one of the beneficiaries of a discretionary trust which owns the entire issued share capital of The Ho Family Trust Limited that owns the entire issued share capital of Airwave Capital Limited, which in turn through its wholly owned subsidiary Barrican Investments Corporation, indirectly owns 328,497,822 Shares as at the date of this announcement.

(b) Creditors connected with Mr. Christopher W. Ho include (i) The Ho Family Trust Limited; (ii) Barrican Investments Corporation; (iii) Sino Bright; (iv) Lafe Corporation Limited; (v) Lafe Development Pte Limited; and (vi) The Grande Properties Management Ltd, whose claims (if admitted) will not be qualified for the Cash Alternative under the Schemes as they are affiliates and/or persons acting in concert with Sino Bright.

(c) McVitie Group Holdings Limited is a Creditor, whose claims (if admitted) will not be qualified for the Cash Alternative under the Schemes.

(d) Gain Alpha Finance Limited is a Creditor, whose claims (if admitted) will not be qualified for the Cash Alternative under the Schemes.

(e) Where necessary, Sino Bright will take appropriate steps to place down a portion of the Creditors Shares to other investors who are independent third parties in order to restore the Public Float of the Company.

REASONS FOR THE ENTERING INTO OF THE RESTRUCTURING AGREEMENT

Given the financial situation of the Group, certain Creditors have proposed a rescue plan which is based on retention of all existing businesses and operations of the Group and a debt to equity swap to discharge and release in full all liabilities of and claims against the Company under the Schemes.

The Provisional Liquidators and the Director consider that the terms of the Restructuring Agreement are on normal commercial terms and are fair and reasonable and in the interests of the Company, the Shareholders and the Creditors as a whole.

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INFORMATION ON THE GROUP AND SINO BRIGHT

The Company is an investment holding company with limited liability incorporated in the Cayman Islands and continued in Bermuda. The principal activity of its subsidiaries is the distribution of household appliances and consumer electronics products and licensing of trademarks.

Under the terms of the Restructuring Agreement, all existing businesses and operations of the Group, including the operations of Emerson and the distribution and licensing operations related to the Akai, Nakamichi and Sansui trademarks, will be retained.

Sino-Bright is an investment holding company principally engaged in corporate finance activities. It is incorporated in the British Virgin Islands and is wholly-owned by The Ho Family Trust Limited which indirectly owns 328,497,822 Shares, representing approximately 71.38% of the issued share capital of the Company as at the date of this announcement. Mr. Christopher W. Ho, the sole Director, is one of the beneficiaries of a discretionary trust which owns the entire issued share capital of The Ho Family Trust Limited. Sino Bight has filed a claim against the Company in the amount of approximately HK$2,293 million to the Provisional Liquidators (subject to adjudication) as at the date of this announcement.

IMPLICATION UNDER THE LISTING RULES

To the best information and knowledge of the Provisional Liquidators as at the date of this announcement, (i) The Ho Family Trust Limited; (ii) Barrican Investments Corporation; (iii) Sino Bright; (iv) Lafe Corporation Limited; (v) Lafe Development Pte Limited; and (vi) The Grande Properties Management Ltd have made an aggregate claims against the Company of approximately HK$2,293 million. Their claims (if admitted) will not be qualified for the Cash Alternative under the Schemes as they are affiliates and/or persons acting in concert with Sino Bright.

As at the date of this announcement, The Ho Family Trust Company owns the entire issued share capital of Airwave Capital Limited, which through its wholly owned subsidiary, Barrican Investments Corporation, indirectly owns 328,497,822 Shares, representing approximately 71.38% of the issued share capital of the Company. Hence, The Ho Family Trust Company and Barrican Investments Corporation are connected persons of the Company under Chapter 14A of the Listing Rules.

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In addition, Mr. Christopher W. Ho, the sole Director, is deemed to have interests in (i) The Ho Family Trust Limited; (ii) Barrican Investments Corporation; (iii) Sino Bright; (iv) Lafe Corporation Limited; (v) Lafe Development Pte Limited; and (vi) The Grande Properties Management Ltd as he is one of the beneficiaries of a discretionary trust, whose trustee Accolade (PTC) Inc is the ultimate controlling shareholder of the aforesaid companies. Hence, these companies are associates (as defined in the Listing Rules) of a director of the Company and therefore are connected persons of the Company under the Listing Rules. Details of the connected relationships are set out below:

(i) The Ho Family Trust Limited is wholly-owned by a discretionary trust under which Mr. Christopher W. Ho is one of the beneficiaries;

(ii) Barrican Investments Corporation is a wholly-owned subsidiary of Airwave Capital Limited which is in turn wholly owned by The Ho Family Trust Limited;

(iii) Sino Bright is a wholly-owned subsidiary of The Ho Family Trust Limited;

(iv) Lafe Corporation Limited is owned as to approximately 54% by Clarendon Investments Capital Ltd, the entire issued capital of which is owned by a discretionary trust under which Mr. Christopher W. Ho is one of the beneficiaries;

(v) Lafe Development Pte Limited is a wholly-owned subsidiary of Lafe Corporation Limited;

(vi) The Grande Properties Management Ltd is an indirect subsidiary wholly-owned by Lafe Corporation Limited.

Subject to adjudication of claims, the allotment and issue of Creditors Shares to the aforesaid companies under the Schemes constitute connected transactions for the Company under the Listing Rules and are subject to the reporting and announcement requirements and the approval by the Independent Shareholders at the SGM.

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GENERAL

The SGM will be held at which resolutions will be proposed to consider, and if thought fit, to approve, among other things, the Capital Reorganisation, the grant of the specific mandate for the allotment and issue of the Creditors Shares and any other matters as required by law, the Listing Rules, the Stock Exchange and/or the SFC, which are necessary to give effect to the Restructuring Proposal and any transactions contemplated under the Restructuring Agreement at the SGM.

To the best knowledge of the Provisional Liquidators and based on available books and records, as at the date of this announcement, no Shareholder has a material interest in the Capital Reorganisation. As such, no Shareholders will be required to abstain from voting in respect of the resolutions to approve the Capital Reorganisation.

Mr. Christopher W. Ho and his associates, being connected persons of the Company and having material interests in the Restructuring Agreement and the Schemes under which Creditors Shares may be issued and allotted to the Scheme Creditors who are associates of Mr. Christopher W. Ho (subject to adjudication of claims), shall abstain from voting in respect of the resolutions to approve the Restructuring Agreement and the transactions contemplated thereunder in which they have material interests, including the grant of the specific mandate for the allotment and issue of Creditors Shares.

To the best knowledge of the Director and the Provisional Liquidators and having made all reasonable enquiries, the Director and the Provisional Liquidators are not aware of any other Shareholders who are required to abstain from voting on the relevant resolutions at the SGM, apart from Mr. Christopher W. Ho and his associates.

As the Board currently comprises only one executive Director and has no independent non-executive Director, no independent board committee will be established at this stage to advise the Independent Shareholders on the Restructuring Agreement and the issue of Creditors Shares. The Company may appoint sufficient number of independent non-executive Directors to the Board in compliance with the Listing Rules in the future. Further announcement(s) will be made by the Company as and when appropriate in this regard. An independent financial adviser will be appointed by the Company to advise the Independent Shareholders and the independent board committee (if established) on the terms of the Restructuring Agreement and the transactions contemplated thereunder, including the grant of the specific mandate for the allotment and issue of Creditors Shares, and the Company will issue a further announcement regarding such appointment in due course.

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A Circular containing, among other things, further details of the Restructuring Proposal, the Restructuring Agreement and the transactions contemplated thereunder, the recommendation of the independent board committee (if established), the advice of the independent financial adviser and a notice convening the SGM will be despatched to the Shareholders as soon as practicable. Since (i) the Resumption Proposal is still being reviewed and considered by the Stock Exchange whilst the Company has been addressing queries raised by the Listing Division and submitting documents to comply with the documentary requirements for the resumption proposal in accordance with the Stock Exchange’s guidance letter of September 2013 (HKEx-GL66-13); (ii) the new auditors have been engaged on 7 May 2014 to commence audit of the consolidated financial statements of the Group for the years ended 31 December 2012 and 2013; and (iii) the Provisional Liquidators are in the process of adjudicating the claims which will determine the shareholding structure of the Company at Completion, it is expected that more time will be required for the preparation of the Circular which will contain, among others, the financial information of the Group, the unaudited pro forma statement of financial information of the Group and information regarding the latest business operations of the Group. The Circular is expected to be despatched to the Shareholders on or before 31 August 2014.

CONTINUED SUSPENSION OF TRADING

Trading in the shares of the Company has been suspended since 9:00 a.m. on 30 May 2011 at the request of the Company and will remain suspended until further notice. The release of this announcement does not necessarily indicate that trading in the shares of the Company will be resumed. Accordingly, Shareholders and potential investors of the Company should exercise caution when dealing in the Shares.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:

“affiliate(s)”

in relation to any corporation, any other person directly or indirectly controlled by, controlling or under common control with, the corporation, and for such purposes, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the person, whether through the ownership or voting of securities, by contract or otherwise

“associate(s)”

having the meaning ascribed thereto under the Listing Rules

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“Authorised Share Capital Increase”	the proposed increase of the authorised share capital of the Company from HK$4,602,273.20 to HK$200,000,000 by creating 19,539,722,680 New Shares of HK$0.01 each following completion of the Capital Cancellation and Capital Reduction
“Bermuda Court”	the Supreme Court of Bermuda “Bermuda Scheme”
“Bermuda Scheme”	the proposed scheme of arrangement to be made between the Company and the Creditors pursuant to section 99 of the Companies Act as described in this announcement
“Board”	the board of Directors
“Bye-Laws”	the bye-laws of the Company
“Capital Cancellation”	the proposed cancellation of the existing authorised but unissued share capital of the Company in its entirety “Capital Reduction”
“Capital Reduction”	the proposed reduction of the par value of each issued Share from HK$0.10 to HK$0.01
“Capital Reorganisation”	the proposed restructuring of the capital of the Company which involves the Capital Cancellation, the Capital Reduction, the Share Premium Reduction and Authorised Share Capital Increase
“Cash Alternative”	the cash alternative for Independent Creditors (i.e. Creditors other than Sino Bright, McVitie Group Holdings Limited and Gain Alpha Finance Limited or affiliates and persons acting in concert with any of them) in the amount of 60 cents in a dollar on admitted Creditors’ claims, to be funded by Sino Bright by direct contribution to the Schemes. Independent Creditors accepting the Cash Alternative will assign their rights to Creditors Shares to Sino Bright

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“CCASS”	the Central Clearing and Settlement System established and operated by HKSCC
“Circular”	the circular containing, among other things, further details of the Restructuring Proposal, the Restructuring Agreement and the transactions contemplated thereunder, the recommendation of the independent board committee (if established), the advice of the independent financial adviser and a notice convening the SGM, to be despatched by the Company to the Shareholders
“Companies Act”	the Companies Act 1981 of Bermuda as amended from time to time
“Companies Ordinance”	the Companies Ordinance (Chapter 622 of the Laws of Hong Kong)
“Company”	The Grande Holdings Limited (In Liquidation), a company incorporated in the Cayman Islands and continued in Bermuda with limited liability and the Shares are listed on the Main Board of the Stock Exchange
“Completion”	the completion of the Restructuring Agreement
“Conditions Precedent”	the conditions precedent of the Restructuring Agreement, as set out in paragraph headed “Conditions Precedent of the Restructuring Agreement” in this announcement
“connected person(s)”	has the same meaning ascribed to it in the Listing Rules
“Costs and Expenses”	all reasonable costs and expenses of the Company and fees of the Provisional Liquidators incurred after 16 December 2013 in and about the finalisation and/or implementation of the Restructuring Proposal

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“Creditors”	collectively all the creditors of the Company who have a claim against the Company as at the date on which the Schemes become effective
“Creditors Share(s)”	New Shares up to a maximum of 90% the Enlarged Issued Share Capital (or such other percentage shareholding as may be agreed and approved by the relevant authorities) to be issued and allotted by the Company as fully paid and free from all encumbrances to the Scheme Creditors under the Schemes
“Director(s)”	the director(s) of the Company
“Emerson”	Emerson Radio Corp., a 56% owned subsidiary of the Company whose shares are listed on the NYSE Alternext of United States of America (formerly the American Stock Exchange of United States of America)
“Enlarged Issued Share Capital”	the issued share capital of the Company after the Capital Reorganisation as enlarged by the issue of the Creditors Shares
“Group”	the Company and its subsidiaries
“HKSCC”	Hong Kong Securities Clearing Company Limited
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Hong Kong Court”	the High Court of Hong Kong
“Hong Kong Scheme”	the proposed scheme of arrangement to be made between the Company and the Creditors pursuant to section 670 of the Companies Ordinance as described in this announcement
“Independent Creditors”	Creditors other than Sino Bright, McVitie Group Holdings Limited and Gain Alpha Finance Limited or affiliates and persons acting in concert with any of them

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“Independent Shareholders”	Shareholders other than Mr. Christopher W. Ho and his associates and those Shareholders who have a material interest in the relevant resolutions to be proposed at the SGM
“independent third party(ies)”	third party(ies) independent of the Company and its connected persons as defined under the Listing Rules
“Listing Committee”	the Listing Committee of the Stock Exchange
“Listing Division”	the Listing Division of the Stock Exchange
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“Long Stop Date”	the date falling 18 months after the date of the Restructuring Agreement
“Mr. Christopher W. Ho”	Mr. Ho Wing On, Christopher, the sole Director and a Shareholder who is deemed to be interested in 328,497,822 Shares, representing approximately 71.38% of the issued share capital of the Company as at the date of this announcement
“New Share(s)”	the ordinary share(s) of HK$0.01 each in the capital of the Company immediately following the Capital Reorganisation becoming effective
“Provisional Liquidators”	Mr. Fok Hei Yu and Mr. Roderick John Sutton, both of FTI Consulting (Hong Kong) Limited, being the joint and several provisional liquidators of the Company acting as agents without personal liability
“Public Float”	having the same meaning as ascribed to it under Rule 8.08 of the Listing Rules

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“Restructuring Agreement”	the restructuring agreement entered into between the Company, the Provisional Liquidators and Sino Bright on 2 May 2014 in respect of the Restructuring Proposal and the Resumption Proposal
“Restructuring Proposal”	the restructuring proposal received by the Provisional Liquidators from Sino Bright on 12 November 2013 and 2 December 2013 as from time to time amended or supplemented by agreement for the purpose of seeking the Resumption
“Resumption”	the resumption of trading in the Shares on the Stock Exchange
“Resumption Proposal”	the resumption proposal submitted to the Stock Exchange on 20 December 2013 (together with various subsequent relevant submissions) by the Provisional Liquidators on behalf of Sino Bright in connection with the Restructuring Proposal for the purpose of seeking the Resumption
“Scheme Creditors”	all Creditors having a claim against the Company which has been admitted by the Provisional Liquidators or such other persons being appointed as scheme administrators pursuant to the terms of the Schemes
“Schemes”	the Hong Kong Scheme and Bermuda Scheme
“SFC”	the Securities and Futures Commission of Hong Kong
“SGM”	the special general meeting of the Company to be held to consider, among others, all the resolutions of the Company necessary or appropriate in relation to the Capital Reorganisation, the grant of the specific mandate for the allotment and issue of the Creditors Shares and any other matters as required by law, the Listing Rules, the Stock Exchange and/or the SFC, which are necessary to give effect to the Restructuring Proposal and any transactions contemplated under the Restructuring Agreement

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“Share(s)”	ordinary share(s) of the Company
“Share Premium Reduction”	the proposed reduction of the share premium account of the Company and the credit arising therefrom will be applied to set off part of the accumulated losses of the Company
“Shareholder(s)”	holder(s) of the Share(s)
“Sino Bright”	Sino Bright Enterprises Co. Ltd, a company incorporated in the British Virgin Islands and a Creditor
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“%”	per cent
“HK$”	Hong Kong dollar(s), the lawful currency of Hong Kong
	For and on behalf of The Grande Holdings Limited (In Liquidation) Fok Hei Yu and Roderick John Sutton Joint and Several Provisional Liquidators acting as agents without personal liability

Hong Kong, 12 May 2014

On the basis of the information available from the previous announcements made by the Company, the Board comprises Mr. Ho Wing On Christopher as the sole executive Director.

The Provisional Liquidators jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, the opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

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