Vision Values Holdings Ltd. — Capital/Financing Update 2001

Jun 11, 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.

Asia Logistics Technologies Limited

亞 洲 物 流 科 技 有 限 公 司*

(Incorporated in the Cayman Islands with limited liability)

DISCLOSEABLE TRANSACTION

SUBSCRIPTION FOR EXCHANGEABLE NOTES

On 8th January 2001, the Subscriber (a wholly owned subsidiary of the Company) subscribed for HK$34,000,000 of exchangeable notes issued by Westwood, such notes being exchangeable for 45% of the share capital of Cyber Pilot. On 8th June 2001, the Subscriber subscribed for a further HK$41,560,000 of exchangeable notes issued by Westwood, such notes being exchangeable for the remaining 55% of the share capital of Cyber Pilot. The transactions when aggregated constitute a discloseable transaction for the Company. The exchangeable notes may be exercised at anytime prior to 8th January 2002, if not exercised before 8th January 2002 they will be redeemed for cash on this date. The 45% Exchangeable Notes bear interest at the rate of 5% per annum payable on redemption. The 55% Exchangeable Notes are non-interest bearing. A circular will be forwarded to shareholders of the Company shortly. This transaction is not subject to shareholders' approval.

45% Exchangeable Note Agreement dated 8th January 2001

Parties: Issuer: Westwood Technology Co., Ltd., which together with its directors and shareholders are all Independent Third Parties

Subscriber: Funcapital Inc., a wholly owned subsidiary of the Company

Others: Ng Chun Ping, Brendan the Guarantor and controlling shareholder of the Issuer

Summary: The Subscriber agreed to subscribe for the 45% Exchangeable Notes from Westwood.

Consideration: The subscription price of HK$34,000,000 was satisfied in full at completion by a cash payment from the internal resources of the Company.

Completion: Signing and completion of this agreement occurred on 8th January 2001.

45% Exchangeable Notes: The 45% Exchangeable Notes bear interest of 5% per annum payable only on redemption at maturity, no interest is payable if the notes are exchanged for shares in Cyber Pilot . The notes are exchangeable at anytime by the Subscriber into shares in Cyber Pilot on the basis that if all the notes were exercised, they would be exchanged for 45% of the issued capital of Cyber Pilot (which is presently a wholly owned subsidiary of Westwood). The notes are secured by a share charge over all the shares in Cyber Pilot. On the maturity date of the Notes (being 8th January 2002) any outstanding Notes will be redeemed for cash.

55% Exchangeable Note Agreement dated 8th June 2001

Parties: The same parties as for the 45% Exchangeable Note Agreement.

Summary: The Subscriber agreed to subscribe for the 55% Exchangeable Notes from Westwood.

Consideration: The subscription price of HK$41,560,000 was satisfied in full at completion by a cash payment from the internal resources of the Company.

Completion: Signing and completion of this agreement occurred on 8th June 2001.

55% Exchangeable Notes: The 55% Exchangeable Notes were issued on the same terms as the 45% Exchangeable Notes save that if all the notes were exercised, they would be exchanged for 55% of the existing issued capital of Cyber Pilot and that the notes are non-interest bearing.

The 45% Exchangeable Notes and the 55% Exchangeable Notes together give the Subscriber the ability to exchange the notes for 100% of the existing issued capital of Cyber Pilot. The Subscriber has no immediate intention to exchange the notes for shares in Cyber Pilot.

Cyber Pilot cannot issue further shares except with the consent of the Subscriber. In any event, the Notes exchange for the relevant percentage of the enlarged capital so that at all times the Notes will be exchangeable for 100% of the then issued capital of Cyber Pilot.

Consideration

The consideration was determined after arms' length negotiations between the parties and after the Company has taken into account, amongst other things, management's estimated future gross operating revenue and earnings for Cyber Pilot and its subsidiaries, an analysis of expenses and working capital expenditure, and a consideration of likely operating margins for the work undertaken by Cyber Pilot and its subsidiaries. While all these factors were considered, the consideration was primarily based on a discounted cash flow analysis.

The Directors consider that the Agreements are on normal commercial terms and that such terms are fair and reasonable to the Company.

Cyber Pilot's business

Cyber Pilot owns a 52% interest in Fusion Tech Holding Limited (the remaining 48% interest being held by an Independent Third Party) which owns a 100% interest in Compass E-Commerce Limited which owns a 100% interest in 北京金柏新幹線信息科技有限公司,a third party logistics and supply chain technology and consultancy services provider and its existing and targeted customers include logistics and supply chain corporations in China.

With effect from the signing of the 55% Exchangeable Note Agreement and for so long as the 55% Exchangeable Notes remain outstanding, the Subscriber is entitled to nominate directors to the board of Cyber Pilot, so as to give the Subscriber board control, at this time it has made no such appointments and Cyber Pilot continues to operate under its existing management.

The consolidated unaudited net profit before and after tax and extraordinary items of Cyber Pilot for the period from 28 June 2000 (date of incorporation) to 30 April 2001 are HK$1,130,000 and HK$1,130,000 respectively.

The net asset value of Cyber Pilot based on its unaudited financial statements as at 30 April 2001 is HK$11,500,000.

Company's business

The principal activity of the Company is investment holding and its subsidiaries are principally engaged in the provision of supply chain and logistics related services, including supply chain and logistics application service consultancy and the offering of supply chain and logistics-related software solutions.

Benefits of transaction

The Company considers the entering into of the Agreements as being is in line with the Company's business objective to provide supply chain and logistics related consultancy and application software services.

General

A circular will be forwarded to shareholders of the Company shortly. This transaction is not subject to shareholders' approval.

Definitions

"45% Exchangeable Notes" the notes issued pursuant to the 45% Exchangeable Note Agreement and which are exchangeable for 45% of the existing share capital of Cyber Pilot

"45% Exchangeable Note Agreement" a subscription agreement dated 8th January 2001 between Westwood, the Subscriber and the Guarantor relating to the issue of the 45% Exchangeable Notes

"55% Exchangeable Notes" the notes issued pursuant to the 55% Exchangeable Note Agreement and which are exchangeable for 55% of the existing share capital of Cyber Pilot

"55% Exchangeable Note Agreement" a subscription agreement dated 8th June 2001 between Westwood, the Subscriber and the Guarantor relating to the issue of the 55% Exchangeable Notes

"Agreements" the 45% Exchangeable Note Agreement and the 55% Exchangeable Note Agreement

"Company" Asia Logistics Technologies Limited

"Cyber Pilot" Cyber Pilot Limited, a company incorporated in the British Virgin Islands

"Directors" the directors of the Company

"Guarantor" Ng Chun Ping, Brendan who has guaranteed the obligations of Westwood under the Agreements and the Notes

"Independent Third Party" an independent third party not connected with the Directors, chief executive or substantial shareholders of the Company or any of its subsidiaries or their respective associates as defined under the Listing Rules

"Listing Rules" The Rules Governing the Listing of Securities on the Stock Exchange

"Notes" the 45% Exchangeable Notes and the 55% Exchangeable Notes

"Subscriber" Funcapital Inc., a wholly owned subsidiary of the Company

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Westwood" Westwood Technology Co., Ltd., a company incorporated in the British Virgin Islands

By Order of the Board

Asia Logistics Technologies Limited

Lo Lin Shing, Simon

Chairman

8th June 2001, Hong Kong

* For identification only

"Please also refer to the published version of this announcement in the Hong Kong i-mail"