man sang international (b.v.i.) limited (ticker mhj)

Man Sang International (B.V.I.) LimitedMan Sang International (B.V.I.) Limited(Ticker MHJ)(Ticker MHJ)

Investor PresentationInvestor Presentation

March 2010March 2010

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DisclaimerDisclaimer

This powerpoint contains identifying important factors that could cause actual results to differ from the projected results. All statements, other than statements of historical fact, including statements regarding industry prospects and future results of operations or financial position, made in this powerpoint are forward looking. Words such as “anticipates,” “believes,” “expects,” “future” and “intends” and similar expressions are intended to identify forward-looking statements. These forward-looking statements include, without limitation, statements relating to: our future performance, our expansion efforts, demand for our products; the state of economic conditions and our markets; currency and exchange rate fluctuations; and our ability to meet our liquidity requirements. These forward-looking statements are based on assumptions and analyses made by us in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors we believe to be appropriate in particular circumstances. However, whether actual results and developments will meet our expectations and predictions depend on a number of known and unknown risks and uncertainties and other factors, any or all of which could cause actual results, performance or achievements to differ materially from our expectations, whether expressed or implied by such forward-looking statements (which may relate to, among other things, the Company’s sales, costs and expenses, income, inventory performance, and receivables). Primarily engaged in the processing and trading of pearls and pearl jewelry products, and in real estate investment, our ability to achieve our objectives and expectations are derived at least in part from assumptions regarding economic conditions, consumer tastes, and developments in our competitive environment. The following assumptions, among others, could materially affect the likelihood that we will achieve our objectives and expectations communicated through these forward-looking statements: (i) that low or negative growth in the economies or the financial markets of our customers, particularly in the United States and in Europe, will not occur and reduce discretionary spending on goods that might be perceived as “luxuries”; (ii) that the Hong Kong dollar will remain pegged to the U.S. dollar at US$1 to a range between HK$7.75 and HK$7.85; (iii) that customer’s choice of pearls vis-à-vis other precious stones and metals will not change adversely; (iv) that we will continue to obtain a stable supply of pearls in the quantities, of the quality and on terms we require; (v) that there will not be a substantial adverse change in the exchange relationship between the Renminbi and the Hong Kong dollar or U.S. dollar; (vi) that there will not be a substantial increase in the tax burdens of our subsidiaries operating in the PRC; (vii) that there will not be a substantial change in climate and environmental conditions at the source regions of pearls that could have a material adverse effect on the supply and pricing of pearls; and (viii) that there will not be a substantial adverse change in the real estate market conditions in the PRC and in Hong Kong. The following discussion of our results of operation, and liquidity and capital resources should be read in conjunction with the financial statements and the notes thereto included elsewhere in this powerpoint and this powerpoint, which contains a further description of risks and uncertainties related to forward-looking statements, as well as other aspects of our business. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this powerpoint. We will not publicly release any revisions to these forward-looking statements after the date hereof. Readers are urged, however, to review the factors set forth in periodic reports that we file from time to time with the Securities and Exchange Commission.

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Introduction of PresentersIntroduction of Presenters

Mr. Sam SioMr. Sam SioChairman of Chairman of

China Metro-Rural Limited China Metro-Rural Limited

Mr. Martin PakMr. Martin Pak Chief Financial Officer of Chief Financial Officer of

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

Mr. Alex LungMr. Alex Lung Financial Controller of Financial Controller of

China Metro-Rural LimitedChina Metro-Rural Limited

AgendaAgenda

A. Company overview

B. Key highlights of the reverse acquisition

C. Financial Performance

D. Investment Highlights

E. Business Strategies

F. Q & A

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Agriculture Logistic Trade

Platform

Non-pearl Jewelry

Pearls

A.A. Company OverviewCompany Overview

Found in 1980’s

One of the World’s largest Pearl processors and merchants, expanded to include non-pearl jewellery as its product lines

Located in Zhuji, we built CP&J City, to be positioned as the World’s largest Pearl and Jewellery trading platform with comprehensive range of supporting facilities

Diversify business and conduct Reverse acquisition exercise of China Northeast Logistics City

• China Metro is one of the leading developers and operators of large scale, integrated agricultural logistics and trade centers in Northeast China

• It facilitates trade between sellers and buyers of agricultural commodities and small appliances, provides relevant physical platform and timely marketing information, provides a market price discovery mechanism and comprehensive range of value-adding supporting facilities.

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B. Key Highlights of reverse acquisitionB. Key Highlights of reverse acquisition

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The independent members of MSBVI’s board of directors believe the Merger with China Metro will:

• provide an opportunity to create a high integrity commodity exchange, facilitating competitive and efficient trading in agricultural commodities in Liaoning Province, PRC;

• provide MSBVI with the opportunity to diversify its revenue sources, which will include pearl, jewelry, agricultural, logistics and trade center businesses;

• provide MSBVI greater opportunity to grow its current businesses, including its pearl and jewelry business;

• better position MSBVI for strategic opportunities and provide greater access to financing sources;

• capitalize on the stated goals of the PRC Government to foster and support industries in Northeast China, and agricultural industries specifically

• provide a greater opportunity to increase shareholder value.

Why doesdoes MSBVIMSBVI desire to acquire China Metro?Why does MSBVI desire to acquire China Metro?Why does MSBVI desire to acquire China Metro?

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What is our transaction?What is our transaction?

The Merger provides for MSBVI to issue 57,443,238 restricted shares of MSBVI to the shareholders of China Metro. Following the Merger, China Metro’s shareholders as of immediately prior to the Merger will hold approximately 90% of MSBVI’s outstanding ordinary shares as of immediately following the Merger and approximately 85.7% of the outstanding voting shares of MSBVI upon completion of the Merger.

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C. Pre- Acquisition - MSBVI Financials HighlightsC. Pre- Acquisition - MSBVI Financials Highlights

For the nine months ended December 31, 2009(US$1 =HK$7.75)

• Revenue decreased by 14% to US$32.8 million (2008: US$38.2 million)

• Gross profit decreased by 10% to US$14.2 million (2008: US$15.7 million)

• Profit attributable to shareholders: Profit of US$0.07 million (2008: Loss of US$1.8 million)

• Earnings per share: US$0.01 (2008: Loss per share US$0.28)

• Net assets per share: US$25.2 (2009/3/31: US$25.9)

(USD)(USD)Nine months ended December 31, 2009

Nine months ended December 31, 2008

Change %

RevenueRevenue $32.8 million $38.2 million Decreased by 14%

Gross profit Gross profit $14.2 million $15.7 million Decreased by 10%

Profit Profit attributable to attributable to shareholdersshareholders

Profit

$0.07 million

Loss

$1.8 million

N/A

Earnings per Earnings per shareshare Earnings

$0.01

Loss

$0.28

N/A

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(US$1 =HK$7.75)

• Balance Sheet Analysis

(USD)(USD)As at 2009/12/31 As at 2009/3/31 Change %

Shareholders’ Shareholders’ equityequity $60.9 million $60.6 million Increased by

0.5%

Total debtsTotal debts $23.3 million $24.8 million Decreased by 6.0%%

Gearing ratioGearing ratio 0.38 0.41 N/A

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(US$1 =HK$7.75)

• Net Assets Per Share

(USD)(USD)As at 2009/12/31 As at 2009/3/31 Change %

Net assetsNet assets $160.9 million $165.5 million Decreased by 3%

No. of sharesNo. of shares 6,382,582 6,382,582 -

Net assets per Net assets per shareshare $25.2 $25.9 Decreased by

3%

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(US$1 =HK$7.75)

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C. China Metro Rural Limited – Financial HighlightsC. China Metro Rural Limited – Financial Highlights

2009 2008 2009 2008US$ US$ US$ US$

REVENUE 22,840,542 - 134,733 -

GROSS PROFIT 8,898,204 - 49,029 -

Other income 4,041,943 312,647 366,627 245,609 Gain on disposal of a property development project - 17,101,521 17,101,521 - Changes in fair values of investment properties 18,820,092 971,437 845,887 3,018,323 Expenses (4,375,440) (3,093,665) (3,965,982) (2,667,730)

PROFIT/(LOSS) BEFORE TAX 27,384,799 15,291,940 14,397,082 596,202

PROFIT/(LOSS) FOR THE YEAR 19,297,134 11,674,083 10,948,963 (158,379)

TOTAL ASSETS 167,975,166 N/A 92,024,096 100,670,981 TOTAL LIABILITIES 134,256,909 N/A 78,855,907 99,042,350 NET CURRENT ASSETS/(LIABILITIES) 22,430,272 N/A 18,164,178 (40,450,114) NET ASSETS/(LIABILITIES) 33,718,257 N/A 13,168,189 1,628,631

Year ended December 31, December 31, Nine months ended

(US$1 =HK$7.75)

(USD)(USD)

Pro Forma

Nine months ended December 31, 2009

MSBVI

Nine months ended

December 31, 2009

Change %

RevenueRevenue $55.6 million $32.8 million Increased by 70%

Gross profit Gross profit $23.1 million $14.2 million Increased by 63%

Profit Profit attributable to attributable to shareholdersshareholders

$19.4 million $0.07 million

Increased by almost

300 times

Earnings per Earnings per shareshare $0.30 $0.01

Increased by almost

30 times

Number of Number of share used in share used in calculationcalculation

63,825,820 6,382,582 Increased by

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C. Pro Forma– Financial HighlightsC. Pro Forma– Financial Highlights

(US$1 =HK$7.75)

D. Investment Highlights

Largest Agricultural Logistics Trading Platform in Northeast China with Total Planned GFA of Over 8 Million sqm with Supporting Facilities and Services

Capturing National and Regional Demandii

Unconditional Support from Municipal and Provincial Government

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Strategic Location and Extensive Transportation Networkiii

Experienced Management Teamv

Relevant Industry Expertise Investorsvi

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Largest Trading Platform in Northeast China…

Agricultural Produces/Products and Materials Industrial Materials

Trading Centers Agricultural products

(corns, rice, beans) Agricultural materials

& accessories (seeds, pesticides & fertilizers)

Agricultural machineries (machineries & tools & alternative energy machinery)

Bonded & unbonded warehousing facilities for nearby commodity exchange, e.g. Dailian Commodity Exchange

Trading Centers Leather and textiles,

and accessories Hardware and

accessories Building materials Cultural products

and accessories Specialized vehicles

and autoparts

In addition, CMR is proposed to provide:

Total land area of over 4,000,000 sqm(1)

Total GFA of over 8,000,000 sqm(2)

Over 85,000 units available for sale and leases upon completion

(1) Of the total land, approximately 2,000,000 of land was acquired in 2007 and 2008, the remaining land is expected to be acquired in March 2010.

(2) Total GFA is calculated based on Floor Area Ratio of respective land plots under the project.

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Period GFA (sqm) GFA (sqm) GFA (sqm)

Phase I(1) Jan 08 – Mar 10 - 249,047 249,047

Phase II Jul 09 – Mar 11 - 155,142 155,142

Phase III Jun 10 – Sep 13 597,000 738,565 1,335,565

Phase IV Jul 11 – June 14 968,000 325,000 1,293,000

Phase V Mar 13 – Sep 15 1,190,000 601,968 1,791,968

Phase VI Jun 14 – Jul 16 1,550,000 270,877 1,820,877

Phase VII Jun 15 – Mar 17 1,105,000 353,055 1,458,055

Total 5,410,000 2,693,654 8,103,654

Agricultural Industrial Total

…With Total GFA of Over 8.0 Million sqm and…

(1) 116,101 sqm of trade centers already completed and the remaining 139,628sqm is expected to be completed in Mar 2010, including headquarters of 11,000 sqm.

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…With Unparalleled Supporting Facilities and Services

Hotel and Restaurants

350-room high grade business hotel and with

restaurants serving visitors

around the world

Facilities and ServicesExhibition

Centers

Provides venue for trade

exhibitions/fairs, enhancing trade

flows

Security facilities

CCTV and security gaurds

in place, ensuring safety of tenants and their customers

Warehousing and logistics

Provides warehousing

facilities and to arrange

transportation of goods for tenants

Banking and financial services

Arranges bank branches to

provide banking and financial

services

Government services

Arranges on site government

offices to provide inspection and

approval supporting services

Leisure and entertainment

Provide shopping

centers and food and beverage

services

E-commerce Platform

Provides online marketplaces

and online information for

tenants, enhancing trade

efficiency

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Northeast China(1), Major Agricultural Base of China: One-Sixth of China’s Total Agricultural Output One-Fifth of China’s Total Cultivated Land One-Quarter of China’s Medium-To-Heavy

Tractors Usage

11th Five-Year Plan Revitalization of Legacy Industries Modernization of Agriculture Solution for “Sannong” problem (三農問題 )

Demand for Technology Costs Reduction Increase efficiency

Capturing National & Regional Demand, Government Policy

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(1) Northeast China includes Liaoning, Jilin and Heilongjiang Provinces, and the East-Allied Four (4 cities of Inner Mongolia).

CMR utilizes central municipal & regional governmental policies

CMR utilizes central municipal & regional governmental policies

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Strategic Location and Extensive Transportation Network

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• Located at Tieling City, Liaoning Province in Manchuria

• In the center of Manchuria – “golden triangle” of North Korea, Russia & Japan

• Well-connected traffic network facilitating transportation

By Sea – Bohai Sea By Train – Tran Siberian Railway By Air – Laioning, Jilin and Heilongjiang

have six airports By Car – highway covers more than 5,000 KM

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Strong Support From Local Governmentiv

Working together with our strategic partners, the municipal and provincial government, towards a common goal to establish a mega-platform for Agricultural Industrial Logistics business and a supplementary integrated logistic & trade platform for construction materials, metal materials, tannary, etc

Preferential PoliciesLand costs fully refund5-year tax incentive, first 3-year 100% refund followed by 2-year 50% tax refundFree from sudden inspection

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SIO Kam Seng, Sam, Chairman and Executive Director of CMR

• holds a Bachelor of Science degree in Construction Management and a Master of Business Administration degree

• a member of Chartered Institute of Building, a member of Society of Environmental Engineers and an associate of Chartered Institute of Arbitrators

• a Chartered Builder of United Kingdom• has over 20 years of experience in insurance and senior

management• a director and chief executive officer of Man Sang Holdings,

Inc. from 1995 to 1997

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Strong Experienced Management Teamv

PAK Wai Keung, Martin, Chief Financial Officer of MSBVI

• has joined the Group since September 2006

• has over 20 years of experience in accounting, finance and management

Strong Experienced Management Team (cont’d)

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LUNG Hei Man, Alex, Financial Controller of CMR• holds a Bachelor’s degree in Accounting and

Finance

• a member of Association of International Accountants

• has 8 years of experience in auditing in Hong Kong and China with international accounting firms

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Strong Experienced Management Team (cont’d)

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E. Business Strategies

– Capture PRC National Development Strategic Plan Direction

• Strategy of “Revitalize the North East”

• Following the Pearl River Delta, Yangtze River Delta and Beijing-Tianjin-Tanggu District

– Build Market Position & Brand Name

• Imminent Market Need, but yet to be provided

• One-Stop Logistic Mega Platform with all-round supplementary services

– Prudent Development Plan

• Minimize financial risks, maximize rental & sales

• Time for nourishment, initial growth & business development

– Compilation of Sales & Rental

• To attract business operators

• To attract investors

• Facilitate short-term cash flow, and to deliver firm commitment for long-term

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F. Q&A

man sang international (b.v.i.) limited (ticker mhj)

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