Sunac Services Holdings Limited — M&A Activity 2001

Jul 20, 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

(Incorporated in Bermuda with limited liability)

Announcement

On 14 July 2001, the Board received an offer from Yu Ming, acting on behalf of vLink, to acquire all of the issued share capital of the Company not already owned by vLink and parties acting in concert with it at an offer price of HK$0.01 per Share.

The Board has discussed the terms of the Offer made by vLink with the financial adviser to the Company, DBS Asia Capital Limited, and considers the terms to be wholly inadequate. All members of the Board are considered independent for the purposes of Rule 2.8 of the Takeovers Code. The Board recommends that Shareholders reject the Offer. Shareholders are strongly advised to take no action in respect of the announcement or documents issued by vLink and to exercise caution when dealing in the Shares.

At the request of the Company, the Shares have been suspended from trading on the Stock Exchange since 10:00 a.m. on Thursday, 12 July 2001. Application has been made for trading of the Shares to resume from 10:00 a.m. on Friday, 20 July 2001.

On 14 July 2001, the Board received an offer from Yu Ming, acting on behalf of vLink, to acquire all of the issued Shares not already owned by vLink and parties acting in concert with it at an offer price of HK$0.01 per Share.

Shareholders and investors are asked to refer to the announcement by vLink dated 17 July 2001 which gives details of the Offer.

The Board has discussed the terms of the Offer with the financial adviser to the Company, DBS Asia Capital Limited, and considers the terms to be wholly inadequate. All members of the Board are considered independent for the purposes of Rule 2.8 of the Takeovers Code. The Board considers that the Offer seriously undervalues the Company as the offer price of HK$0.01 per Share represents:

(i) a discount of approximately 96.2 per cent. to the closing price of HK$0.26 per Share as quoted on the Stock Exchange on 11 July 2001, being the last trading day in respect of the Shares on the Stock Exchange prior to the publication of this announcement;

(ii) a discount of approximately 95.7 per cent. to the average closing price of HK$0.2302 per Share as quoted on the Stock Exchange for the period of 10 trading days ended 11 July 2001, and

(iii) a discount of approximately 98.0 per cent. to the net asset value of HK$0.50 per Share based on the audited consolidated accounts of the Company as at 31 March 2000.

The Board has no hesitation in rejecting the Offer and therefore recommends that Shareholders reject the Offer.

At the request of the Company, the Shares have been suspended from trading on the Stock Exchange since 10:00 a.m. on Thursday, 12 July 2001. Application has been made for trading of the Shares to resume from 10:00 a.m. on Friday, 20 July 2001.

Shareholders should take notice that the Board will write to Shareholders setting out its views, when the formal offer document has been issued by vLink. In the meantime, shareholders are strongly advised to take no action in respect of the announcement or documents issued by vLink and to exercise caution when dealing in the shares.

For the purpose of this announcement, the following terms shall have the following meanings:

"Board" the board of directors of the Company

"Company" Shun Cheong Holdings Limited, a company incorporated in Bermuda and the shares of which are listed on the Stock Exchange

"Offer" the voluntary conditional cash offer from Yu Ming, acting on behalf of vLink, to acquire all of the issued share capital of the Company at an offer price of HK$0.01 per Share.

"Share(s)" shares of the HK$0.10 each in the capital of the Company

"Shareholders" holder of Shares from time to time

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Takeovers Code" the Hong Kong Code on Takeovers and Mergers

"Yu Ming" Yu Ming Investment Management Limited, an investment adviser and dealer registered under the Securities Ordinance (Chapter 333 of the Laws of Hong Kong)

"vLink" vLink Global Limited, a company incorporated in Bermuda and the shares of which are listed on the Stock Exchange

By order of the Board of Directors

Shun Cheong Holdings Limited

Ou Ka Chi

Company Secretary

Hong Kong, 19 July 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.