Sunac Services Holdings Limited — M&A Activity 2001

Aug 22, 2001

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Shun Cheong Holdings Limited

順昌集團有限公司

(incorporated in Bermuda with limited liability)

DESPATCH OF OFFEREE DOCUMENT CONTAINING THE

RECOMMENDATION OF THE BOARD OF DIRECTORS

TO THE OFFER MADE BY YU MING INVESTMENT MANAGEMENT LIMITED

ON BEHALF OF vLINK GLOBAL LIMITED

TO ACQUIRE ALL THE SHARES IN THE ENTIRE ISSUED SHARE CAPITAL OF

SHUN CHEONG HOLDINGS LIMITED

The Offeree Document containing, amongst other things, the recommendation of the Board and advice of DBS Asia in respect of the Offer was despatched to Shareholders on 21 August 2001.

The Board unanimously considers that the Offer is wholly inadequate and that the Offer Price, HK$0.01 per Share, substantially undervalues the intrinsic value of the Company. Directors holding Shares will not accept the Offer in respect of Shares held by them. The Board recommends that Shareholders should not accept the Offer in respect of Shares held by them.

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

Introduction

On 14 July 2001, Yu Ming Investment Management Limited, on behalf of vLink Global Limited (the "Offeror"), made an unsolicited voluntary conditional cash offer (the "Offer") to acquire all of the ordinary shares of HK$0.10 each in the share capital of the Company (the "Shares") in issue at HK$0.01 per Share (the "Offer Price"). Details of the Offer were announced by the Offeror on 17 July 2001 and are set forth in the offer document despatched by the Offeror to the holders of Shares (the "Shareholders") on 7 August 2001.

Reference is made to the announcement made by the Company dated 19 July 2001 (the "Announcement") and letter dated 1 August 2001 sent by the Company to Shareholders expressing the Board's preliminary opinion that the Offer significantly undervalues the Company and the Shares.

Terms defined in the Announcement have the same meaning when used in this announcement.

Despatch of the OfferEE Document

A document (the "Offeree Document") containing, amongst other things, the recommendation of the Board in respect of the Offer together with the advice of the independent financial adviser to the Board, DBS Asia Capital Limited ("DBS Asia"), was despatched to Shareholders on 21 August 2001.

Each member of the Board is considered independent for the purposes of Rule 2.8 of the Takeovers Code.

Recommendation of the Independent Financial Adviser

The Offeree Document contains, amongst other things, a letter from DBS Asia giving its advice and recommendation to the Board on the Offer.

DBS Asia has advised the Board that the terms of the Offer are NOT fair and reasonable so far as the Shareholders are concerned and that the Board should recommend that Shareholders do not accept the Offer.

Recommendation of the Board

The Board has reviewed the terms of the Offer and the advice of DBS Asia.

The Board unanimously considers that the Offer is wholly inadequate and that the Offer Price substantially undervalues the intrinsic value of the Company. Directors holding Shares will not accept the Offer in respect of Shares held by them. The Board recommends that Shareholders should not accept the Offer in respect of Shares held by them.

Audited final results for the year ended 31 March 2001

The audited consolidated final results of the Company and its subsidiaries for the year ended 31 March 2001 will be released on 24 August 2001 and will be published in the newspapers on 27 August 2001.

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

By order of the Board

Shun Cheong Holdings Limited

James S W Wong

Chairman

Hong Kong, 21 August 2001

The directors of the Company jointly and severally accept full responsibility for the accuracy of information contained in this announcement and confirm, having made all reasonable inquiries, 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 announcement the omission of which would make any statement in this announcement misleading.

Please also refer to the publish version of this announcement in the Hong Kong iMail.