Zindart Ltd.
Ticker:ZNDTY
Exchange:NASDAQ-National Market HKONG
Industry:Manufacturing (SIC Code 3944)

Offering Information
Type of Shares:American Depositary Receipts Filing Date:12/16/96
U.S. Shares:1,500,000 Offer Date:3/4/97
Non-U.S. Shares:0 Filing Range:$10.00 - $12.00
Primary Shares:1,500,000 Offer Price:$10.00
Secondary Shares:0 Gross Spread:$0.70
Offering Amount: $16,500,000 Selling:$0.42
Expenses:$1,300,000 Reallowance:$0.10
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
Van Kasper & CompanyLead Manager (415) 954-0630

Business Description
The company manufactures die cast action figures and holiday ornaments and toys to companies such as Hallmark Cards, Inc. and Ertl Company. The company manufactures high-quality, detailed die-cast and injection-molded products, including: 1) die-cast collectibles, 2) collectible holiday ornaments, and 3) action figures and miniature figurine playsets used primarily as toys. Zindart's headquarters are located in Hong Kong and its manufacturing operations are located in the neighboring Guangdong Province in the People's Republic of China. In fiscal year 1996, Zindart sold its products to approximately 20 customers, many of which are the premier U.S. designers and marketers of die-cast collectibles, collectible holiday ornaments and toys. Hallmark Cards, Inc. and The Ertl Company, Inc. are Zindart's two largest customers, and together accounted for 66.3%, 63.3% and 52.9% of the company's sales in fiscal years 1994, 1995 and 1996, respectively.

Competition
The company faces competition from several companies for the manufacture of die-cast collectibles and from several other companies for the manufacture of collectible holiday ornaments. The company faces competition from numerous companies for the manufacture of toys. The company believes that the basis for competition in the manufacture of all of these products is price, quality and the ability to produce in required volumes and to timely meet delivery schedules. The company believes that, to date, it has been able to successfully compete with respect to each of these criteria.

Business Plan
The company's goal is to become the leading manufacturer of high-quality die-cast and injection-molding products for the premier designers and marketers of die-cast collectibles, collectible holiday ornaments and toys. The company's business strategy to achieve this goal is to focus on the following: 1) develop additional major customers; 2) diversify product offerings; 3) invest in plant, equipment and employees.

Use of Proceeds
The proceeds from the proposed offering will be used for construction of new facilities; debt repayment; capital expenditures; sales and marketing offices and general corporate purposes.

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