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)

Emerson Radio Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

291087203

(CUSIP Number)

Eleanor Ann Crosthwaite

The Grande Holdings Limited

12^th Floor, The Grande Building

398 Kwun Tong Road

Kowloon, Hong Kong

(852) 97743970

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With copies to:

May 26, 2016

(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.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d7 for other parties to whom copies are to be sent.

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).

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Item 1. Security and Issuer.

This statement on Schedule 13D (this “Statement”) is filed with respect to the common stock of Emerson Radio Corp. (“Emerson”). The address of the principal executive offices of Emerson Radio Corp. 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) Sino Bright Enterprises Co., Ltd. (“Sino Bright”), a British Virgin Islands corporation engaged in investment holding, the executive offices of which are at c/o 12^th Floor, The Grande Building, 398 Kwun Tong Road, Kowloon, Hong Kong.

(2) Grosvenor Fair Limited (“Grosvenor”), a British Virgin Islands engaged in investment holding, the executive offices of which are at c/o 12^th Floor, the Grande Building, 398 Kwun Tong Road, Kowloon, Hong Kong.

(3) Barrican Investments Corporation (“Barrican”), a British Virgin Islands corporation engaged in investment holding, the executive offices of which are at c/o 12^th Floor, The Grande Building, 398 Kwun Tong Road, Kowloon, Hong Kong.

(4) McVitie Capital Limited (“McVitie”), a British Virgin Islands corporation engaged in investment holding, the executive offices of which are at c/o 12^th Floor, The Grande Building, 398 Kwun Tong Raod, Kowloon, Hong Kong. McVitie was acquired by Barrican on June 28, 2016.

(5) Airwave Capital Limited (“Airwave”), a British Virgin Islands corporation engaged in investment holding, the executive offices of which are at c/o 12^th Floor, The Grande Building, 398 Kwun Tong Road, Kowloon, Hong Kong.

(6) The Ho Family Trust Limited (“THFTL”), British Virgin Islands corporation engaged in investment holding, the executive offices of which are at c/o 12^th Floor, The Grande Building, 398 Kwun Tong Road, Kowloon, Hong Kong.

(7) Ho Family Trust (the “Ho Family Trust”), a British Virgin Islands irrevocable discretionary trust, the executive offices of which are at c/o 12^th Floor, The Grande Building, 398 Kwun Tong Road, Kowloon, Hong Kong.

(8) Accolade (PTC) Inc. (“Accolade”), a British Virgin Islands corporation engaged in serving as trustee of the Ho Family Trust, the executive offices of which are at c/o 12^th Floor, The Grande Building, 398 Kwun Tong Road, Kowloon, Hong Kong.

(9) Mr. Ho, a citizen of Canada. Mr. Ho’s business address is 119 Emerald Hill Road, #12-01 Residences at Emerald Hill, Singapore 229401. Mr. Ho currently serves as Chief Executive Officer and Chairman of Lafe Corporation Limited, a company listed on the Singapore Exchange, and as Chief Executive Officer of THFTL. On June 19, 2016, Mr. Ho was appointed Chairman of the Board of Emerson.

Each of the Reporting Persons is party to that certain Joint Filing Agreement attached hereto as Exhibit 2. Accordingly the Reporting Persons are hereby filing a joint Schedule 13D.

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As of the date of this Statement, S&T International Distribution Ltd. (“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, Grande N.A.K.S. Ltd. (“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., The Grande Holdings Limited (“Grande Holdings”) has the indirect power to vote and dispose of the Emerson Shares held for the account of S&T. As the owners of approximately 73.65% in the aggregate of Grande Holdings, Sino Bright, Grosvenor, Barrican, McVitie and THFTL, and, as the sole parent of Barrican, Airwave, share the indirect power to vote and dispose of the Emerson Shares held for the account of S&T. Sino Bright individually holds approximately 66.27% of Grande Holdings and so has the indirect power to vote and dispose of the Emerson Shares held for the account of S&T. Barrican individually holds approximately 6.10% of Grande Holdings. McVitie individually holds approximately 1.28% of Grande Holdings. Barrican is the sole parent of McVitie. Barrican acquired McVitie on June 28, 2016. As the sole parent of Sino Bright, Grosvenor and Airwave, THFTL has the indirect power to vote and dispose of the Emerson Shares held for the account of S&T. As the sole parent of THFTL, the Ho Family Trust has the indirect power to vote and dispose of the Emerson Shares held for the account of S&T. As the trustee of the Ho Family Trust, Accolade has the indirect power to vote and dispose of the Emerson Shares held for the account of S&T.

Mr. Ho is a discretionary beneficiary of the Ho Family Trust. Mr. Ho does not have the indirect power to vote or dispose of the Emerson Shares held for the account of S&T by reason of his status as one of the discretionary beneficiaries of the Ho Family Trust. Nonetheless, Mr. Ho is the Chief Executive Officer of THFTL and Chairman of the Board of Emerson. As a result, Mr. Ho may be deemed to share the power to direct the voting and disposition of the Emerson Shares held for the account of S&T and may accordingly be deemed to be a beneficial owner of such Emerson Shares.

Set forth on Annex A to this Statement is a chart setting forth, with respect to each executive officer, director and controlling person of each referenced 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 3. Source and Amount of Funds or Other Consideration.

None of the Emerson Shares are directly held or were directly acquired by any of the Reporting Persons.

Item 4. Purpose of Transaction.

On May 26, 2016, Fok Hei Yu (who is also known by the anglicized name Vincent Fok), formerly a director and Chairman of the Board of Emerson, and Roderick John Sutton, both of FTI Consulting (Hong Kong) Limited, the Joint and Several Provisional Liquidators over Grande Holdings were released and discharged by the Hong Kong Court, the winding up of Grande Holdings was permanently stayed, Grande Holdings fulfilled all of the resumption conditions imposed on Grande Holdings by The Stock Exchange of Hong Kong Limited (“HKEX”) and Grande Holdings made application to the HKEX for the resumption of trading in its shares on the HKEX with effect from May 30, 2016 (the “Grande Resumption”). The resumption of trading of Grande Holdings’ shares on HKEX occurred on May 30, 2016.

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Furthermore, upon the completion of the Grande Resumption, certain companies which are Reporting Persons in this Schedule 13D held approximately, in the aggregate, a 72.26% shareholding in Grande Holdings, and as of the date of this filing, hold approximately, in the aggregate, a 73.65% shareholding in Grande Holdings, and therefore beneficially control the voting and disposition of the 15,243,283 shares of Emerson beneficially owned by Grande Holdings through certain of Grande Holdings’ subsidiaries.

Also, effective May 30, 2016, the Chief Executive Officer of Emerson and a director of Emerson, Mr. Duncan Hon, was appointed Chief Executive Officer of Grande Holdings and an executive director of Grande Holdings.

On June 19, 2016, Mr. Ho was appointed to the Board of Directors of Emerson. Mr. Ho will serve as Chairman of the Board of Emerson, a position he previously held with Emerson from July 2006 until November 2013. In addition, on June 19, 2016, Messrs. Michael Binney and Kin Yuen were appointed to fill vacancies on the Board of Directors of Emerson. The vacancies resulted from the resignation of five Emerson directors following the completion of the restructuring of Grande Holdings. The Emerson Board of Directors has been reduced from seven to five members, and following the three above-referenced appointments, there are no remaining vacancies on the Emerson Board of Directors. Messrs. Ho, Binney and Yuen were recommended to the Emerson Board of Directors by Grande Holdings. Mr. Binney also serves as Deputy Chief Executive Officer – Financial Accounting and Company Secretarial of Grande Holdings, with effect from June 20, 2016. Messrs. Ho, Binney and Yuen, as three of the five members of the Emerson Board of Directors, may have influence over the corporate activities of Emerson, including activities which may relate to transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of Emerson at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor to increase or decrease their respective positions in Emerson through, among other things, the purchase or sale of securities of Emerson on the open market or in private transactions or otherwise, including through a trading plan created under Rule 10b5-1(c) or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a)—(j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons may take positions and/or make proposals with respect to, or with respect to potential changes in, the operations, management, the certificate of incorporation and bylaws, Board composition, ownership, capital or corporate structure, dividend policy, potential acquisitions or sales involving Emerson or certain of Emerson’s businesses or assets including advocating for a sales process, including a transaction in which the Reporting Persons may participate, strategy and plans of Emerson, or may change their intention with respect to any and all matters referred to in Item 4. The Reporting Persons intend to review their investment in Emerson on a continuing basis and will from time to time in the future continue to express their views to and/or meet with management, the Board, other shareholders or third parties, including, service providers and financing sources, and/or may formulate plans or proposals regarding Emerson, its assets or its securities. Such proposals or positions may include one or more plans that relate to or would result in any of the actions set forth in subparagraphs (a)—(j) of Item 4 of Schedule 13D.”

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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. As the holders of approximately 73.65%, in the aggregate, of the stock of Grande Holdings, Sino Bright, Grosvenor, Barrican, McVitie and THFTL, and, as the sole stockholder of Barrican, Airwave, may be deemed to own beneficially the Emerson Shares. Sino Bright individually holds approximately 66.27% of the stock of Grande Holdings. Barrican individually holds approximately 6.10% of the stock of Grande Holdings. McVitie individually holds approximately 1.28% of the stock of Grande Holdings. Barrican is the sole stockholder of McVitie. Barrican acquired McVitie on June 28, 2016. As the sole stockholder of Sino Bright, Grosvenor and Airwave, THFTL may be deemed to own beneficially the Emerson Shares. As the sole stockholder of THFTL, the Ho Family Trust may be deemed to own beneficially the Emerson Shares. As the trustee of the Ho Family Trust, Accolade may be deemed to own beneficially the Emerson Shares.

Mr. Ho is the Chief Executive Officer of THFTL and Chairman of Board of Emerson. As a result, Mr. Ho may be deemed to own beneficially the Emerson Shares.

On May 26, 2016, Mr. Fok Hei Yu and Mr. Roderick John Sutton, both of FTI Consulting (Hong Kong) Limited, were released and discharged 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 February 16, 2016. Each of the Reporting Persons 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) None of the Reporting Persons has effected any transaction in the Emerson Shares during the last 60 days.

(d) 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.

None.

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Item 7. Material to Be Filed as Exhibits.

Exhibit 1: Announcement by The Grande Holdings Limited, dated May 26, 2016.**

Exhibit 2: Joint Filing Agreement, dated August 19, 2016 by and among Mr. Ho, Accolade, the Ho Family Trust, THFTL, Sino Bright, Grosvenor, Airwave, Barrican and McVitie.**

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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.

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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).

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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 Ho Family Trust. The principal address of each individual listed below, unless otherwise indicated below, is c/o 12^th Floor, The Grande Building, 398 Kwun Tong Road, Kowloon, Hong Kong.

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 Ho Family Trust Limited. (“THFTL”). The principal address of each individual listed below, unless otherwise indicated below, is c/o 12^th Floor, The Grande Building, 398 Kwun Tong Road, Kowloon, Hong Kong.

Set forth below is the name, business address, present principal occupation or employment and citizenship of each director, executive officer and controlling person of Airwave Capital Limited (“Airwave”). The principal address of each individual listed below, unless otherwise indicated below, is c/o 12^th Floor, The Grande Building, 398 Kwun Tong Road, Kowloon, Hong Kong.

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Set forth below is the name, business address, present principal occupation or employment and citizenship of each director, executive officer and controlling person of Barrican Investments Corporation (“Barrican”). The principal address of each individual listed below, unless otherwise indicated below, is c/o 12^th Floor, The Grande Building, 398 Kwun Tong Road, Kowloon, Hong Kong.

Set forth below is the name, business address, present principal occupation or employment and citizenship of each director, executive officer and controlling person of McVitie Capital Limited (“McVitie”). The principal address of each individual listed below, unless otherwise indicated below, is c/o 12^th Floor, The Grande Building, 398 Kwun Tong Road, Kowloon, Hong Kong.

Set forth below is the name, business address, present principal occupation or employment and citizenship of each director, executive officer and controlling person of Grosvenor Fair Limited (“Grosvenor”). The principal address of each individual listed below, unless otherwise indicated below, is c/o 12^th Floor, The Grande Building, 398 Kwun Tong Road, Kowloon, Hong Kong.

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Set forth below is the name, business address, present principal occupation or employment and citizenship of each director, executive officer and controlling person of Sino Bright Enterprises Co., Ltd. (“Sino Bright”). The principal address of each individual listed below, unless otherwise indicated below, is c/o 12^th Floor, The Grande Building, 398 Kwun Tong Road, Kowloon, Hong Kong.

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Exhibit 1

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.

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

(Stock Code: 186)

(1) PERMANENT STAY OF THE WINDING-UP ORDER AND

DISCHARGE OF PROVISIONAL LIQUIDATORS;

(2) FULFILMENT OF ALL RESUMPTION CONDITIONS;

(3) APPOINTMENT OF CHAIRMAN, EXECUTIVE DIRECTORS AND

INDEPENDENT NON-EXECUTIVE DIRECTORS;

(4) APPOINTMENT OF CHAIRMAN AND MEMBERS OF

AUDIT COMMITTEE, REMUNERATION COMMITTEE AND

NOMINATION COMMITTEE;

(5) CHANGE OF AUTHORISED REPRESENTATIVE;

(6) APPOINTMENT OF COMPLIANCE ADVISER;

(7) CHANGE OF PRINCIPAL PLACE OF BUSINESS IN HONG KONG; AND

(8) RESUMPTION OF TRADING

Financial adviser to the Company

At the request of the Company, trading in the Shares on the Stock Exchange has been suspended since 30 May 2011. The Company is pleased to inform the Shareholders that the Company has fulfilled all the Resumption Conditions imposed by the Stock Exchange.

The Orders for the permanent stay of the winding up proceedings of the Company and the full release and discharge of the Provisional Liquidators were granted by the Hong Kong Court on 9 May 2016. The winding up of the Company was permanently stayed and the Provisional Liquidators were released and discharged on 26 May 2016.

As at the date of this announcement, the Company has a public float of approximately 27.74% and has attained the minimum requirement as required under Rule 8.08 of the Listing Rules after the Resumption.

The Company is also pleased to announce that, according to the ordinary resolution passed at the SGM held on 1 April 2016, Mr. Manjit Singh Gill and Mr. Duncan Hon Tak Kwong were appointed as executive Directors and Mr. Chen Xiaoping, Mr. Kenneth Deayton and Mr. James Mailer were appointed as independent non-executive Directors with effect from 30 May 2016, the expected date of Resumption.

Mr. Tang Hoi Nam will be appointed as Chairman of the Board with effect from 30 May 2016.

The Company is pleased to announce that (i) Mr. Kenneth Deayton will be appointed as the chairman of the audit committee of the Company; (ii) Mr. James Mailer will be appointed as the chairman of the remuneration committee of the Company and a member of each of the audit committee and nomination committee of the Company; and (iii) Mr. Chen Xiaoping will be appointed the chairman of the nomination committee of the Company and a member of each of the audit committee and remuneration committee of the Company, with effect from 30 May 2016.

Following the release and discharge of the Provisional Liquidators, Mr. Fok Hei Yu will cease to be the authorised representative of the Company with effect from 30 May 2016. Mr. Duncan Hon Tak Kwong and Mr. Tang Hoi Nam will be appointed as the authorised representatives of the Company with effect from 30 May 2016.

The Company is also pleased to announce that the appointment of GF Capital (Hong Kong) Limited as Compliance Adviser of the Company has commenced on 26 May 2016 for a period of two years.

With effect from 30 May 2016, the principal place of business of the Company in Hong Kong will be changed to Unit 9E, Joint Venture Factory Building, 76 Hung To Road, Kowloon, Hong Kong.

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The Schemes became effective on 15 April 2016 pursuant to the announcement of the Company dated 20 April 2016 and all the claims under the Schemes against the Company were discharged on 26 May 2016. The Open Offer was completed and all the New Shares have been allotted and issued on 26 May 2016.

At the request of the Company, trading in the Shares of the Company on the Stock Exchange has been suspended since 9:00 a.m. on 30 May 2011. As all the Resumption Conditions have now been fulfilled, an application has been made to the Stock Exchange for the resumption of trading in the Shares of the Company with effect from 9:00 a.m. on Monday, 30 May 2016.

Reference is made to the announcement of the Company dated 12 May 2014, 31 August 2014, 31 October 2014, 31 December 2014, 27 February 2015, 30 April 2015, 1 June 2015, 22 December 2015, 19 February 2016, 7 March 2016, 11 May 2016, 12 May 2016 and 24 May 2016 (the “Announcements”), the circular of the Company dated 9 March 2016 (the “Circular”) and the prospectus of the Company dated 23 April 2016 in relation to, among other things, the Proposed Restructuring. Capitalized terms used in this announcement shall have the same meanings as those defined in the Announcements and the Circular unless otherwise defined herein.

PERMANENT STAY OF THE WINDING-UP PROCEEDINGS AND DISMISSAL OF THE PETITION, RELEASE AND DISCHARGE OF THE PROVISIONAL LIQUIDATORS

The Orders for the permanent stay of the winding up proceedings against the Company were granted by the Hong Kong Court on 9 May 2016. The winding up of the Company was permanently stayed and the Provisional Liquidators were released and discharged on 26 May 2016.

FULFILMENT OF ALL THE RESUMPTION CONDITIONS

The Company is pleased to inform the Shareholders that the Company has fulfilled all the Resumption Conditions imposed by the Stock Exchange.

Background on the Resumption Conditions

As further detailed in the Announcements and Circular, at the request of the Company, trading in the shares of the Company has been suspended since 9:00 a.m. on 30 May 2011.

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4

Based on the Decision Letter, all of the above conditions must be complied with to the satisfaction of the Listing Division by 21 December 2015, which was subsequently extended to 11 May 2016 by a letter from the Stock Exchange dated 22 December 2015. Subsequently the Listing Division issued a letter dated 24 May 2016 to further extend the deadline for meeting the Resumption Conditions to 26 May 2016.

Fulfilment of the Resumption Conditions

The Company is pleased to announce that all of the Resumption Conditions above have now been fulfilled, details of which are set out below:

Resumption Condition 1(a)

As disclosed in the Circular, on 31 March 2014, the Company has appointed Aoba CPA Limited (“Aoba”) as the Adviser to perform an independent internal control review of the Group (i) to ensure compliance with Rule 13.09 of the Listing Rules in accordance with the direction of the Listing Appeals Committee; and (ii) to meet the obligations under the Listing Rules. The internal control review report by Aoba was submitted to the Stock Exchange on 17 February 2016.

Based on the results of the independent internal control review, Aoba has identified certain areas of improvements to the Company’s internal control to ensure compliance with Rule 13.09 of the Listing Rules. Based on the report, Aoba takes the view that the compliance manuals, if followed properly, are sufficient for the Company to meet its obligations under the Listing Rules in relation to Rule 13.09 and the Inside Information Provisions. However, some senior management positions and directors were still waiting to be filled up by potential candidates and the procedures had not yet been approved and implemented.

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In order to ensure the manuals are properly implemented and relevant Listing Rules and the Inside Information Provisions are properly complied with, the Company has been advised to take proactive action to fill up such positions by contacting and contracting with appropriate personnel.

To address the needs for adequate internal control, the Company has appointed an experienced and qualified chief financial officer and company secretary on 29 September 2014. The new appointments strengthen the senior management team within the Company, establishing a robust internal control system and platform for growth.

Resumption Condition 1(b)

In view of the results of the internal control review report prepared by Aoba, the Provisional Liquidators and the Company have addressed all the material aspects of the weaknesses identified. The Company has appointed an experienced and qualified chief financial officer and company secretary on 29 September 2014 to address the recommendations by Aoba to ensure that an adequate internal control system is in place before Resumption. The new Directors have undertaken that they will ensure that all of the recommendations made by Aoba will be implemented within two months upon Resumption. The follow up internal control review report by Aoba was submitted to the Stock Exchange on 17 February 2016 and Aoba takes the view that the Group has adequate and effective internal control system (covering financial, operational and compliance control etc.) to meet its obligations under the Listing Rules subject to the upcoming management implementing the Company’s compliance manuals in place. The Company’s compliance manuals have been adopted and implemented.

Resumption Condition 1(c)

The Company has appointed GF Capital (Hong Kong) Limited, an entity licensed under the SFO for Type 6 regulated activity and permitted under its license to undertake work as sponsor, as its Compliance Adviser for consultation on compliance with the Listing Rules with effect from 26 May 2016 for a period of two years and the Compliance Adviser will be accountable to the audit committee of the Company.

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Resumption Condition 2(a)

Completion of all transactions contemplated under the Updated Resumption Proposal, including the Open Offer, the Schemes and the appointment of a compliance adviser.

Capital Reorganisation

As set out in the announcement of the Company dated 1 April 2016, the special resolution in relation to the Capital Reorganisation, which comprises the Capital Cancellation, the Capital Reduction, the Share Premium Reduction and the Increase in Authorised Share Capital, was duly passed by the Shareholders by way of poll at the SGM held on 1 April 2016, and became effective on 17 April 2016.

Open Offer

With reference to the announcements of the Company dated 7 March 2016 and the Prospectus of the Company dated 23 April 2016, the Company completed the Open Offer on the basis of five (5) Offer Shares for every two (2) New Shares held on the Open Offer Record Date by the Qualifying Shareholders. A total of 1,150,568,300 Offer Shares were allotted and issued by the Company to Qualifying Shareholders on a non-renounceable basis for acceptance at the Offer Price of HK$0.087 cash for each Offer Share. The Open Offer was underwritten by Sino Bright and the gross proceeds raised via the issuance of the Offer Share were approximately HK$100 million.

At 4:00 p.m. on Monday, 9 May 2016, being the Latest Time for Acceptance, a total of 44 valid acceptances of Offer Shares have been received for a total number of 51,022,718 Offer Shares, representing approximately 4.43% of the total number of 1,150,568,300 Offer Shares available for subscription under the Open Offer. Based on the results of the Open Offer, the Open Offer was under-subscribed by 1,099,545,582 Offer Shares. In accordance with the Underwriting Agreement, the Underwriter together with the independent sub-underwriters have subscribed for all the 1,099,545,582 Untaken Shares, representing approximately 95.57% of the total number of 1,150,568,300 Offer Shares available for subscription under the Open Offer.

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The Schemes

Reference is made to the announcements of the Company dated 20 April 2016. The Hong Kong Scheme was sanctioned by the Hong Kong Court on 15 April 2016 (Hong Kong time) and the Bermuda Scheme was sanctioned by the Bermuda Court on 15 April 2016 (Bermuda time). The Schemes became effective on 15 April 2016.

The resolution to approve the Schemes was duly passed by the Independent Shareholders at the SGM held on 1 April 2016.

Pursuant to the terms of the Scheme, 3,917,226,052 New Shares (assuming all the Cash Alternative Creditors accept Cash Alternative)/4,142,045,880 New Shares (assuming none of the Cash Alternative Creditors accept the Cash Alternative) will be made available under the Schemes to settle all claims of the Scheme Creditors. On 26 May 2016, the Company issued 3,881,437,269 Creditors Shares for the benefit of the Creditors and paid HK$106,200,672 in cash to the Creditors who accepted the Cash Alternative.

Completion of the Group Reorganisation

As set out in the Circular and under the terms of the Restructuring Agreement, all existing business 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. The Excluded Companies have either been struck off or placed into liquidation in accordance with the laws and rules of the jurisdictions where these companies were incorporated and registered.

Upon completion of the Group Reorganisation, all the Excluded Companies have ceased to be subsidiaries or associated companies of the Company and their results, assets and liabilities will no longer be consolidated into the Group’s financial statements. The qualifications in relation to (i) going concern are expected to be removed upon the first published audited financial statements of the Company after the resumption trading of the Company. The qualifications in relation to (ii) amounts due to former related companies, (iii) amounts due to a former associate and (iv) accounts and bill payable will be removed in the second published audited financial statements of the Company after the Resumption.

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Other Elements of the Restructuring Proposal

The Listing Committee of the Stock Exchange has granted for the listing of, and permission to deal in the Shares after the Capital Reorganization, the New Shares, the Offer Shares and the Creditor Shares on the Main Board of the Stock Exchange.

As illustrated in the section headed “SHAREHOLDING STRUCTURE OF THE COMPANY” of this announcement, the public float of the Company as required under the Listing Rules has been restored after the issuance of the Offer Shares and the Creditors Shares. After the issuance of the Offer Shares and the Creditors Shares, and the placing of New Shares by certain Creditors, the public Shareholders hold approximately 27.74% of the issued share capital of the Company as enlarged by the issue of the Offer Shares and the Creditors Shares, the Company has attained the minimum requirement as required under Rule 8.08 of the Listing Rules.

The Hong Kong Court has granted a permanent stay of the winding up order against the Company on 9 May 2016 and ordered the discharge and release of the Provisional Liquidators as provisional liquidators or liquidators of the Company under section 205 of the Companies (WUMP) Ordinance with effect from the completion of the Schemes, subject to conditions to which the Company and the Provisional Liquidators do not object.

The Company confirms that all other necessary waivers, consent and approvals including but not limited to those from the Stock Exchange, the SFC and any other relevant government or regulatory authorities, which are required for the implementation of the Restructuring Proposal and all transactions contemplated thereunder have been obtained.

Resumption Condition (2)

The Profit Estimate together with the reports from Crowe Horwath (HK) CPA Limited, the auditor of the Company and Asian Capital, the financial adviser of the Company pursuant to paragraph 29(2) of Appendix 1b of the Listing Rules were included in Appendix V headed “Profit Estimate for the year ended 31 December 2015” and Appendix VI headed “Letters in relation to the Profit Estimate” of the Circular respectively.

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The pro forma balance sheet upon completion of the Updated Resumption Proposal and relevant comfort letter from Crowe Horwath (HK) CPA Limited, the auditor of the Company, under the Rule 4.29 of the Listing Rules were included in Appendix III headed “Unaudited Pro Forma Financial Information of the Group” and Appendix IV headed “Accountant’s Report on Unaudited Pro Forma Financial Information of the Group” of the Circular respectively.

COMPLETION OF THE RESTRUCTURING AGREEMENT

As at the date of this announcement, all the conditions precedent to the Restructuring Agreement were satisfied and completion took place on 26 May 2016.

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SHAREHOLDING STRUCTURE OF THE COMPANY

To the best of the Directors’ knowledge and information, the shareholding structure of the Company immediately after completion of the Open Offer and the Schemes is as follows:

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Notes:

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APPOINTMENT OF NEW DIRECTORS, MEMBERS OF AUDIT COMMITTEE, REMUNERATION COMMITTEE AND NOMINATION COMMITTEE

According to the ordinary resolution passed at the SGM held on 1 April 2016, upon the Resumption with effect from 30 May 2016, Mr. Manjit Singh Gill and Mr. Duncan Hon Tak Kwong were appointed as executive Directors; and Mr. James Mailer, Mr. Kenneth Deayton and Mr. Chen Xiaoping were appointed as independent non-executive Directors.

Mr. Tang Hoi Nam will be appointed as Chairman of the Board with effect from 30 May 2016.

Mr. Kenneth Deayton will be appointed as the chairman of the audit committee of the Company with effect from 30 May 2016.

Mr. James Mailer will be appointed as the chairman of the remuneration committee of the Company and a member of each of the audit committee and nomination committee of the Company with effect from 30 May 2016.

Mr. Chen Xiaoping will be appointed as the chairman of the nomination committee of the Company and a member of each of the audit committee and remuneration committee of the Company with effect from 30 May 2016.

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The biographies of the new Directors are set out below:

Executive Directors

Mr. Manjit Singh Gill

Mr. Manjit Singh Gill (“Mr. Manjit”), aged 48, was appointed, in accordance with the ordinary resolution passed at the SGM held on 1 April 2016, as an executive Director with effect from the date of Resumption. Mr. Manjit holds a Bachelor of Business (Management) degree from the Royal Melbourn Institute of Technology in Australia and a Master of Business Administration degree from the State University of New York at Buffalo in the United States. Mr. Manjit currently serves as managing director of Vigers Real Estate Pte. Ltd. in Singapore and as director of certain subsidiaries of the Group including Akai Sales Pte. Ltd. (In Liquidation), Affirmed Electronics Pte Ltd, Capetronic Group Pte. Ltd., Capetronic Multimedia Development Pte Ltd, East Coast Works Pte Ltd, E-Zone (Balestier) Pte Ltd, E-Zone (Liat Towers) Pte Ltd, E-Zone Engineering Pte. Ltd., E-Zone Management Pte Ltd, Nakamichi Corporation Limited, Grande N.A.K.S. Pte. Ltd. (Formerly known as Sansui (Singapore) Pte. Ltd.), The Grande Group Limited and Tomei (Singapore) Pte Ltd. He has been director of Sansui (Singapore) Pte Ltd and Nakamichi Corporation Limited since 2000 and 2005, respectively, both of which were major players in the audio-visual consumer electronics industry. Mr. Manjit has abundant management experience in both the consumer electronics industry from manufacturing to distribution and the real estate sector.

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Save as disclosed above, Mr. Manjit (i) did not hold any other positions with the Company or other members of the Group; (ii) did not hold any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas; (iii) did not enter into any service contract with the Company; (iv) was not connected and has no relationship with any existing or proposed Directors, senior management, substantial Shareholders, or controlling Shareholders of the Company; and (v) was not interested in and did not hold any short position in any shares or underlying shares in or any debentures of the Company or any of its associated corporation within the meaning of Part XV of the SFO as at the Latest Practicable Date.

The appointment of Mr. Manjit will be subject to the re-election and retirement by rotation provisions under the Bye-Laws. Subject to the Bye-Laws, the remuneration of Mr. Manjit will be determined by the remuneration committee of the Company and the Board by reference to his duties and responsibilities with the Company.

Mr. Duncan Hon Tak Kwong

Mr. Hon Tak Kwong (“Mr. Hon”), aged 55, was appointed, in accordance with the ordinary resolution passed at the SGM held on 1 April 2016, as an executive Director with effect from the date of Resumption. Mr. Hon currently serves as the chief executive officer of the Branded Distribution Division of the Company, a position he held since July 2007. Mr. Hon is in charge of the licensing business of Akai, Sansui and Nakamichi since 2007. Mr. Hon served as a Director of the Company from January 2011 to March 2013. Mr. Hon is also a Director of Emerson since February 2009 and he was appointed deputy chief executive officer of Emerson in November 2009 and then chief executive officer in August 2011, a position which he has been holding since then. Mr. Hon is a member of the HKICPA and the Association of Chartered Certified Accountants.

Save as disclosed above, Mr. Hon (i) did not hold any other positions with the Company or other members of the Group; (ii) did not hold any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas; (iii) did not enter into any service contract with the Company; (iv) was not connected and has no relationship with any existing or proposed Directors, senior management, substantial Shareholders, or controlling Shareholders of the Company; and (v) was not interested in and did not hold any short position in any shares or underlying shares in or any debentures of the Company or any of its associated corporation within the meaning of Part XV of the SFO as at the Latest Practicable Date.

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The appointment of Mr. Hon will be subject to the re-election and retirement by rotation provisions under the Bye-Laws. Subject to the Bye-Laws, the remuneration of Mr. Hon will be determined by the remuneration committee of the Company and the Board by reference to his duties and responsibilities with the Company.

Independent non-executive Directors

Mr. James Mailer (also known as Jim Mailer)

Mr. James Mailer (also known as Jim Mailer, “Mr. Mailer”), aged 66, was appointed, in accordance with the ordinary resolution passed at the SGM held on 1 April 2016, as an independent non-executive Director with effect from the date of Resumption. He will be appointed as the chairman of the remuneration committee of the Company and a member of each of the audit committee and nomination committee of the Company. In 1971, Mr. Mailer became a member of the Institute of Bankers in Scotland and in 1974, the Institute of Export, London. Mr. Mailer owns a financial consulting business since 1987. Mr. Mailer served as acting chief executive of The Hong Kong Chinese Bank in 1989. He served as an advisor to the Government of Malaysia Labuan, IBFC. Mr. Mailer has more than 40 years of experience as banker and advisor of various public and private companies. Mr. Mailer was appointed as a member of the Board of Review (Inland Revenue Ordinance) from 1 January 2005 until 31 December 2010. Mr. Mailer is a member of the Advisory Council of Strategic Decisions Group.

Save as disclosed above, Mr. Mailer (i) did not hold any other positions with the Company or other members of the Group; (ii) did not hold any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas; (iii) did not enter into any service contract with the Company; (iv) was not connected and has no relationship with any existing or proposed Directors, senior management, substantial Shareholders, or controlling Shareholders of the Company; and (v) was not interested in and did not hold any short position in any shares or underlying shares in or any debentures of the Company or any of its associated corporation within the meaning of Part XV of the SFO as at the Latest Practicable Date.

The appointment of Mr. Mailer will be subject to the re-election and retirement by rotation provisions under the Bye-Laws. Subject to the Bye-Laws, the remuneration of Mr. Mailer will be determined by the remuneration committee of the Company and the Board by reference to his duties and responsibilities with the Company.

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Mr. Kenneth Deayton

Mr. Kenneth (Ken) Raymond Deayton (“Mr. Deayton”), aged 70, was appointed, in accordance with the ordinary resolution passed at the SGM held on 1 April 2016, as an independent non-executive Director with effect from the date of Resumption. He will be appointed as the chairman and a member of the audit committee of the Company. Mr. Deayton is a Fellow of the HKICPA and a Certified Practising Accountant of the Australian Society of Accountants. Mr. Deayton was a Partner of the “Big Four” Hong Kong CPA firm, Deloitte Touche Tohmatsu, for 15 years (from 1986-2001) and prior to that was international staff to the HSBC Group. Since 2001, he has been involved in the establishment, ownership and management of several private companies operating in the Corporate Services and Trustee Services sectors in Hong Kong. Mr. Deayton has more than 40 years of experience as a CPA, and has acted as advisor to various public and private companies.

Save as disclosed above, Mr. Deayton (i) did not hold any other positions with the Company or other members of the Group; (ii) did not hold any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas; (iii) did not enter into any service contract with the Company; (iv) was not connected and has no relationship with any existing or proposed Directors, senior management, substantial Shareholders, or controlling Shareholders of the Company; and (v) was not interested in and did not hold any short position in any shares or underlying shares in or any debentures of the Company or any of its associated corporation within the meaning of Part XV of the SFO as at the Latest Practicable Date.

The appointment of Mr. Deayton will be subject to the re-election and retirement by rotation provisions under the Bye-Laws. Subject to the Bye-Laws, the remuneration of Mr. Deayton will be determined by the remuneration committee of the Company and the Board by reference to his duties and responsibilities with the Company.

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Mr. Chen Xiaoping

Mr. Chen Xiaoping (“Mr. Chen”), aged 64, was appointed, in accordance with the ordinary resolution passed at the SGM held on 1 April 2016, as an independent non-executive Director with effect from the date of Resumption. He will be appointed the chairman of the nomination committee of the Company and a member of each of the audit committee and remuneration committee of the Company. Mr. Chen graduated with a Master of Art degree from the Graduate School of Chinese Academy of Social Science. He has over 30 years of financial and business management experience in executive and/or management capacity. Mr. Chen currently serves as an executive director of Focus Media Network Ltd. (stock code: 8112), a company listed on the Stock Exchange, and director and chief executive officer of Ricco Capital (Holdings) Limited, a Hong Kong based investment company. He previously served as an executive vice president of Ka Wah Bank Limited; director and investment manager at Kleinwort Benson China Management Limited from 1994 to 1996; from September 2007 to December 2013, an executive director and chief executive officer of South East Group; and from December 2013 to December 2014, a non-executive director of South East Group.

Save as disclosed above, Mr. Chen (i) did not hold any other positions with the Company or other members of the Group; (ii) did not hold any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas; (iii) did not enter into any service contract with the Company; (iv) was not connected and has no relationship with any existing or proposed Directors, senior management, substantial Shareholders, or controlling Shareholders of the Company; and (v) was not interested in and did not hold any short position in any shares or underlying shares in or any debentures of the Company or any of its associated corporation within the meaning of Part XV of the SFO as at the Latest Practicable Date. The appointment of Mr. Chen will be subject to the re-election and retirement by rotation provisions under the Bye-Laws. Subject to the Bye-Laws, the remuneration of Mr. Chen will be determined by the remuneration committee of the Company and the Board by reference to his duties and responsibilities with the Company.

Save as disclosed above, there is no other matters in relation to existing Directors and the proposed appointment of new Directors that need to be brought to the attention of the Shareholders nor is there any information which is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

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CHANGE OF AUTHORISED REPRESENTATIVE AND AGENT FOR SERVICE OF PROCESS IN HONG KONG

Following the release and discharge of the Provisional Liquidators, Mr. Fok Hei Yu will cease to be the authorised representative of the Company with effect from 30 May 2016. Mr. Duncan Hon Tak Kwong and Mr. Tang Hoi Nam will be appointed as the authorised representatives of the Company pursuant to Rule 3.05 of the Listing Rules with effect from 30 May 2016.

APPOINTMENT OF COMPLIANCE ADVISER

The Company is also pleased to announce that the appointment of GF Capital (Hong Kong) Limited, an entity licensed under the SFO for Type 6 regulated activity and permitted under its license to undertake work as sponsor, as its Compliance Adviser for consultation on compliance with the Listing Rules with effect from 26 May 2016 for a period of two years and the Compliance Adviser will be accountable to the audit committee of the Company.

PRINCIPAL PLACE OF BUSINESS IN HONG KONG

With effect from 30 May 2016, the principal place of business of the Company in Hong Kong will be changed to Unit 9E, Joint Venture Factory Building, 76 Hung To Road, Kowloon, Hong Kong.

ARRANGEMENT FOR MATCHNG SERVICE FOR ODD LOTS

As set out in the announcement of the Company dated 20 April 2016, the Company has procured Phillip Securities (Hong Kong) Limited as an agent to provide matching services to those Shareholders who wish to top-up or sell their shareholdings of odd lots on a best effort basis during the period from 30 May 2016 to 29 July 2016 (both days inclusive).

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EXPECTED TIMEABLE FOR THE RESUMPTION

Set out below is the expected timetable for the share trading arrangement in the New Shares and the resumption of trading in the shares of the Company on the Stock Exchange.

GENERAL

The Company confirms that, save as disclosed in this announcement, it is not aware of any inside information that needs to be disclosed under Part XIVA of the SFO in respect of the Company’s resumption of trading in the Shares.

RESUMPTION OF TRADING

At the request of the Company, trading in the Shares of the Company on the Stock Exchange has been suspended since 9:00 a.m. on 30 May 2011. As all the Resumption Conditions have now been fulfilled, an application has been made to the Stock Exchange for the resumption of trading in the Shares of the Company with effect from 9:00 a.m. on Monday, 30 May 2016.

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Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

Hong Kong, 26 May 2016

As at the date of this announcement, the Board comprises two executive Directors, Mr. Tang Hoi Nam and Mr. Eduard William Rudolf Helmuth Will.

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Exhibit 2

JOINT FILING AGREEMENT

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, or incorporation by reference of this agreement as an exhibit thereto, in each case without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such filings, and for the completeness and accuracy of the information concerning him, her or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

Date: August 19, 2016

[Joint Filing Agreement]

[Joint Filing Agreement]