HISTORY, DEVELOPMENT AND REORGANISATION

Transcription

1 HISTORY AND DEVELOPMENT The operating history of our Group can be traced back to 2013, when our executive Director and founder of our business, Mr. Put Sai Kit, joined Mastermind Manufacturing in January Mastermind Manufacture was set up by Mr. Lam Tai Wah, a brother-in-law of Mr. Put Sai Kit, in June 2012 through Mastermind Manufacture. There was minimal business operation of Mastermind Manufacturing until Mr. Put Sai Kit joined. Subsequently in March 2013, Mr. Put Sai Kit took over the business operations by acquiring shareholding of Mastermind Manufacture. Initially, our major customers were watch brand owners and/or licensees and purchased primarily point of sale products for display of watches. We later diversified our customer base to include other customer types. In September 2013, we established a subsidiary in the PRC, namely, which is principally engaged in production management and quality control of the manufacturing process of products. In February 2017, Mastermind Manufacture acquired a real property comprising three office units of a commercial building in Tsim Sha Tsui, Hong Kong, through our acquisition of, in preparation of the further development and expansion of our business. Later in May 2017, Mr. Tso Chi Wah joined Mastermind Manufacture as a general manager and was responsible for overseeing the daily operations of our Group. Mr. Tso Chi Wah brought with him extensive experience in the point of sale product market. The background information and relevant industry experience of Mr. Tso Chi Wah are set out in Directors and Senior Management Board of Directors. The following events are our key corporate and business development milestones: Year January 2013 Event Mr. Put Sai Kit joined our Group as a sales director of Mastermind Manufacture. We established business relationships with Casio Europe GmbH ( Casio (Europe) ) and Seiko Hong Kong Limited ( Seiko HK ), and provided our services and products for their products. 75

2 Year March 2013 September 2013 February 2014 March 2014 July 2014 April 2015 January 2017 February 2017 Event Mr. Put Sai Kit acquired Mastermind Manufacture (Hong Kong). We commenced our operation in the PRC through Dongguan Bosi, which was established by Mastermind Manufacture. jewellery brands by securing Mohammed Othman Al Moallim Co as our customer. eyewear brands by securing an English luxury eyewear brand as our customer, and to cosmetics brands by securing the owner of a perfumery and cosmetics line of a French fashion brand as a customer. handbags and shoes brands by securing a major department store chain in South Korea as our customer. apparel brands by establishing business relationships with Paul Smith Ltd. camera brands by securing a Swedish camera manufacturer as our customer. We acquired our office premises in Hong Kong through acquisition of. 76

3 ESTABLISHMENT AND DEVELOPMENT OF OUR SUBSIDIARIES The following entities are the companies comprising our Group prior to our Reorganisation: Mastermind Manufacture Mastermind Manufacture was incorporated in Hong Kong on 5 June 2012 with limited liability, with an issued share capital of HK$1.00 comprising one share. As at the date of incorporation, one share was allotted and issued to Mastermind Manufacture, which was in turn wholly-owned by Mr. Lam Tai Wah, a brother-in-law of Mr. Put Sai Kit. The business operation of Mastermind Manufacture was minimal at the time when Mr. Put Sai Kit joined in January He utilised his extensive experience in our industry and personal network to boost sales, leading to an improved performance of the business of Mastermind Manufacturing (Hong Kong). Eventually, on 13 March 2013, Mr. Put Sai Kit acquired the entire share capital of Mastermind Manufacture from Mastermind Manufacture at HK$1.00 based on the par value of such shares. A nominal consideration was adopted because there was minimal business operation prior to the acquisition. Since then and immediately prior to the Reorganisation, Mr. Put Sai Kit owned the entire issued share capital of Mastermind Manufacture. Mastermind Manufacture is our major operating subsidiary and is principally engaged in design of point of sale products and provision of production management. was established in the PRC on 30 September 2013 as a wholly foreign-owned enterprise with a registered capital of HK$3,000,000. The registered capital of was fully paid up as at 9 December On 30 September 2013, obtained its business license and the initial term of business operation of was from 30 September 2013 to 30 September Since its establishment, was wholly owned by Mastermind Manufacture. is principally engaged in production management and quality control of the manufacturing process of our products. is a company incorporated in Hong Kong with limited liability on 5 August 2016 and its entire issued share capital was HK$1.00 comprising one ordinary share. Such share was allotted and issued to an initial subscriber GRL16 Nominee Limited, an Independent Third Party. 77

4 On 17 August 2016, allotted one share to Au Wan Chung Peter and two shares were each allotted to Wong Siu Hung, Sy Lai Li, and Ng Man Ah respectively. Hence, the issued share capital of was increased from HK$1.00 comprising one share to HK$8.00 comprising eight shares. Au Wan Chung Peter, Wong Siu Hung, Sy Lai Li, and Ng Man Ah are all Independent Third Parties. On the same day, Au Wan Chung Peter further acquired one share in from GRL16 Nominee Limited at HK$1.00. On 14 February 2017, Mastermind Manufacture acquired two shares in from Au Wan Chung Peter, Wong Siu Hung, Sy Lai Li, and Ng Man Ah each. The consideration after a completion adjustment was an aggregate sum of HK$25,392,000 which included the shares acquired for an amount of HK$8.00 as well as the shareholders loan for an amount of HK$20,124,000 owed by to the shareholders prior to the acquisition, and was based upon the market price of the properties held by. The payment of consideration was funded by internal resources and the purpose of the acquisition was to acquire office premises for our Group. Following the aforesaid transfer of shares and immediately before the Reorganisation, became a direct wholly-owned subsidiary of Mastermind Manufacture. is principally engaged in holding of our office premises. GROUP STRUCTURE PRIOR TO THE REORGANISATION The shareholding and corporate structure of our Group immediately prior to the Reorganisation is set out in the chart below: Mr. Put Sai Kit Mastermind Manufacture (PRC) 78

5 OUR REORGANISATION We reorganised our corporate structure in preparation for and in connection with the [REDACTED] and the [REDACTED]. Following the Reorganisation, our Company became the holding company of our Group. The steps of the Reorganisation are set out below. Stage 1 Incorporation of our Company, Busy Bee and Mastermind Group (Hong Kong) Incorporation of Busy Bee On 13 December 2017, Busy Bee was incorporated in the BVI with limited liability and is authorised to issue a maximum of 50,000 shares of a single class each with a par value of US$1.00. On 13 December 2017, Busy Bee allotted and issued one share to Mr. Put Sai Kit at par. Incorporation of our Company On 18 December 2017, our Company was incorporated in the Cayman Islands as an exempted company with limited liability under the name of Mastermind Group Holdings Limited with an initial authorised share capital of HK$380,000 divided into 38,000,000 ordinary Shares with par value of HK$0.01 each. On 18 December 2017, one subscriber Share was allotted and issued in nil paid form to Reid Services Limited, the initial subscriber to the Memorandum of Association of our Company, which was subsequently transferred to Busy Bee on the same date. Immediately after the aforesaid transfer of Share, our Company became a direct wholly-owned subsidiary of Busy Bee. Incorporation of Mastermind Group On 10 January 2018, Mastermind Group was incorporated in the BVI with limited liability and is authorised to issue a maximum of 50,000 shares of a single class each with a par value of US$1.00. On 10 January 2018, Mastermind Group (Hong Kong) allotted and issued one share to our Company at par. Immediately after the aforesaid allotment and issue of share, Mastermind Group became a direct wholly-owned subsidiary of our Company. Stage 2 Share Swap Agreement between Mr. Put Sai Kit and Mastermind Group Mr. Put Sai Kit and Mastermind Group entered into a share swap agreement on [ ], under which Mr. Put Sai Kit transferred all the issued shares of Mastermind Manufacture to Mastermind Group. In consideration of such transfer, Mastermind Group allotted and issued one share credited as fully paid to our Company. Upon completion of the share swap which took place on [ ], Mastermind Group has two shares in issue and is wholly-owned by our Company. Immediately after the aforesaid transfer of shares, Mastermind Manufacture (Hong Kong) became an indirect wholly-owned subsidiary of our Company. 79

6 Group structure immediately after completion of Reorganisation The shareholding structure of our Group immediately after the completion of the Reorganisation but immediately prior to the [REDACTED] was as follows: Mr. Put Sai Kit Busy Bee Company (Cayman Islands) Mastermind Group Mastermind Manufacture (PRC) THE [REDACTED] AND THE [REDACTED] Our Company will increase its authorised share capital from HK$[REDACTED] divided into [REDACTED] Shares to HK$[REDACTED] divided into [REDACTED] Shares by the creation of additional [REDACTED] new Shares in order to be positioned to allot and issue new Shares under the [REDACTED], the [REDACTED] and otherwise as described in the [REDACTED]. Our Company will issue [REDACTED] new Shares at the [REDACTED] to public shareholders through [REDACTED] and [REDACTED] (without taking into account any Shares which may be issued upon the exercise of the [REDACTED]). 80

7 Conditional upon the share premium account of our Company having sufficient balance, or otherwise being credited as a result of the allotment and issue of the [REDACTED], an appropriate sum will be capitalised and applied in paying up in full at par value such number of Shares (presently estimated to be [REDACTED] Shares) to be allotted and issued to Busy Bee whose name is on the register of members or the principal [REDACTED] of our Company prior to the [REDACTED] so that the number of Shares so allotted and issued, when aggregated with the number of Shares in our Company already owned by it, will constitute [REDACTED]% of the issued share capital of the Company. Group structure immediately after [REDACTED] The shareholding structure of our Group immediately after the [REDACTED] and the [REDACTED] (without taking into account any Shares which may be issued upon the exercise of the [REDACTED] and the option that have been or may be granted under the Share Option Scheme) will be as follows: Mr. Put Sai Kit Busy Bee [REDACTED]% Public shareholders [REDACTED]% Company (Cayman Islands) Mastermind Group Mastermind Manufacture (PRC) 81