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

MAN SANG INTERNATIONAL LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 938)

ANNOUNCEMENT

PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE AND RULE 13.09 OF THE LISTING RULES

AND RESUMPTION OF TRADING

The board of directors (the "Board") of Man Sang International Limited (the "Company") noted the recent movement in the price of the Company's shares and volume of share turnover and wishes to state that save as disclosed below, the Board is not aware of any reason for such movement in the price of the Company's shares and volume of share turnover.
The Board was informed by Mr. Cheng Chung Hing ("Mr. Cheng"), the Chairman, a non- executive director and controlling shareholder of the Company, that while preliminary discussions have had taken place between himself and certain other parties in relation to a possible acquisition of the shares of the Company, it may or may not lead to the making of an mandatory unconditional cash offer for the shares of the Company.
As at the date of this announcement, the relevant securities of the Company in issue comprise
1,280,190,207 ordinary shares and options which entitled holders thereof to subscribe for
52,415,608 ordinary shares (some of which are subject to fulfillment of vesting conditions). As at the date of this announcement, Mr. Cheng and Rich Men Limited (a company wholly owned by Mr. Cheng) directly owns 341,773,453 shares (representing approximately 26.70% of the issued share capital of the Company) and 468,781,655 shares (representing approximately
36.62% of the issued share capital of the Company), respectively. Accordingly, Mr. Cheng and parties acting in concert with him are interested in 810,555,108 shares in aggregate (representing approximately 63.32% of the issued share capital of the Company).
The discussions are at a preliminary stage and there is no certainty that any discussions between Mr. Cheng and other parties will proceed or that the same will result in a binding agreement. There is no assurance that any discussion mentioned in this announcement will either materialise or eventually be consummated and the discussions may or may not lead to the making of an offer for the shares of the Company.

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Shareholders and potential investors in the Company are advised to exercise caution when dealing in the shares or other securities of the Company.
The Board confirms that other than the above, there is no negotiation or agreement relating to any acquisition or realisation which is discloseable under Rule 13.23 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and that the Board is not aware of any matter which is discloseable under the general obligation imposed by Rule 13.09 of the Listing Rules which is or may be of an inside information.
The Company will make further announcement(s) as may be required under the Hong Kong Code on Takeovers and Mergers (the "Takeovers Code"). If, following this announcement, no further announcement is made by the Company in respect of a possible offer within one month, an announcement will be made pursuant to Rule 3.7 of the Takeovers Code setting out the progress of the talks or consideration of such possible offer.
At the request of the Company, trading in the shares of the Company was halted on The Stock Exchange of Hong Kong Limited with effect from 9:00 a.m. on Thursday, 24 January 2013 pending the release of this announcement. The Company has applied for resumption of trading of shares with effect from 9:00 a.m. on Friday, 25 January 2013.
Associates (having the meaning ascribed thereto under the Takeovers Code, including persons holding 5% or more of a class of relevant securities of the Company) of the Company are reminded to disclose their dealings in the relevant securities of the Company under Rule 22 of the Takeovers Code.
In accordance with Rule 3.8 of the Takeovers Code, reproduced below is the full text of Note
11 to Rule 22 of the Takeovers Code:
"Responsibilities of stockbrokers, banks and other intermediaries
Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7-day period is less than $1 million.
This dispensation does not alter the obligations or principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved. Intermediaries are expected to co-operate with the Executive in its dealings enquiries.
Therefore, those who deal in relevant securities should appreciate stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation."
The directors of the Company jointly and severally accept full responsibility for accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this

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announcement, the omission of which would make any statement in this announcement misleading.

By Order of the Board

MAN SANG INTERNATIONAL LIMITED Leung Alex

Company Secretary

Hong Kong, 24 January 2013

As at the date of this announcement, the executive directors of the Company are Mr. Cheng Tai Po (Deputy Chairman), and Ms. Yan Sau Man, Amy; the non-executive directors are Mr. Cheng Chung Hing (Chairman) and Mr. Lee Kang Bor, Thomas; whilst the independent non-executive directors are Mr. Fung Yat Sang, Mr. Kiu Wai Ming and Mr. Lau Chi Wah, Alex.

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