Vision Values Holdings Ltd. — Capital/Financing Update 2002

Jan 22, 2002

The Stock Exchange 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)

CONNECTED TRANSACTION

Reference is made to an announcement of the Company dated 3 January 2001 whereby the company announced that Vision had entered into the Acquisition Agreement with Dr. Zhang for the acquisition of business and assets from Sinohelp, a company controlled by Dr. Zhang. It was also stated therein that Vision would subscribe for the Notes upon terms and conditions to be then agreed by Vision and Dr. Zhang as part of the consideration. The Board hereby announces that Vision has agreed the terms of and entered into the Note Instrument with Han on 21 January 2002 for the subscription of the Notes. The Notes is convertible, at the option of Vision, into the Conversion Shares at any time from the date of issue of the Notes to and including the date 14 days prior to and exclusive of the Maturity Date. The entering into of the Note Instrument constitutes a connected transaction for the Company pursuant to Rule 14.25(1) of the Listing Rules.

NOTE INSTRUMENT

Date

21 January 2002

Parties

Issuer : Han

Subscriber : Vision

Summary of the principal terms of the Notes

The Notes is convertible, at the option of Vision, into 141 new ordinary shares of US$1.00 each in the capital of Han at any time from the date of issue to and including the date 14 days prior to and exclusive of the Maturity Date. Any outstanding principal amount of the Notes will be redeemed on the Maturity Date.

The Notes will bear interest at a rate of 5% per annum payable to Vision in arrears on the date of conversion or redemption of the relevant Notes. The Notes are freely transferable subject to compliance with all applicable laws and regulations.

Consideration

The aggregate principal amount of the Notes of HK$9,260,000.00 will be satisfied in full at completion by a cash payment from the internal resources of the Company.

The conversion price of a Conversion Share is approximately HK$66,000.00 which is determined after arms' length negotiations between the parties and with reference to the unaudited consolidated net assets value of Han as at 31 December 2001, the financial position of Han and the expected future growth and prospects of Han's business.

The Conversion Shares represent approximately 12.40% of the issued share capital of Han as at the date of this announcement and approximately 11.00% of the issued share capital of Han as enlarged by the issue of the Conversion Shares. The Company is currently indirectly interested in 57.10% of the existing issued share capital of Han. Upon full conversion of the Notes by Vision, the indirect shareholding interests of the Company in Han will increase to approximately 61.80%.

Completion

Completion of the Note Instrument will take place on 28 January 2002.

INFORMATION ON THE COMPANY

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

INFORMATION ON HAN

Han was incorporated in the British Virgin Islands on 15 November 2000 and its subsidiaries are principally engaged in the business of consultancy services and sale of software management solutions in the PRC.

With reference to the management accounts of Han, prepared by using the PRC GAAP, the unaudited consolidated net loss before and after tax of Han for the period from 15 November 2000 (date of incorporation) to 31 December 2001 are approximately RMB5,727,000.00 (equivalent to approximately HK$5,507,000.00) and RMB5,727,000.00 (equivalent to approximately HK$5,507,000.00) respectively. The unaudited consolidated net asset value of Han as at 31 December 2001 is approximately RMB15,587,000.00 (equivalent to approximately HK$14,987,000.00).

REASONS FOR THE SUBSCRIPTION OF THE NOTES

Vision was committed under the Acquisition Agreement to subscribe for the Notes. In addition, the Company believes that the subscription of the Notes by Vision will benefit both the Company and Han as a whole. Han will obtain additional working capital to finance its further development in the PRC market whereas the Company will be offered an option to increase its shareholding in Han at its discretion.

GENERAL

Han is owned as to approximately 57.10% by the Company, as to approximately 34.30% by Starling and as to approximately 8.60% by UF. Starling is beneficially wholly owned by Dr. Zhang who is also a director of Han, the entering into of the Note Instrument constitutes a connected transaction for the Company pursuant to Rule 14.25(1) of the Listing Rules.

The Board (including the independent non-executive directors) considers that the Note Instrument is entered into on normal commercial terms and that the terms are fair and reasonable for the interests of the Company.

DEFINITIONS

"Acquisition the acquisition agreement dated 3 January 2001 entered

Agreement" into between Dr. Zhang and Vision in relation to the acquisition of business and assets from Sinohelp

"Board" the board of directors of the Company

"Company" Asia Logistics Technologies Limited

"Conversion Shares" 141 new ordinary shares of US$1.00 each in the capital of Han to be issued upon full conversion of the Notes

"Dr. Zhang" Dr. Zhang Hou Qi, a director of Han

"Han" Han International Consulting Company Limited, a company incorporated in the British Virgin Islands and an approximately 57.10% indirectly owned subsidiary of the Company

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

"Maturity Date" the first anniversary of the date of the Note Instrument

"Note Instrument" a note instrument dated 21 January 2002 entered into between Han and Vision in relation to the subscription by Vision of the Notes issued by Han

"Notes" the convertible notes in an aggregate principal amount of HK$9,260,000.00 issued by Han to Vision pursuant to the Note Instrument

"PRC" The People's Republic of China

"RMB" Renminbi, the lawful currency of the PRC

"Sinohelp" 北京漢普管理咨詣有限公司, a company incorporated in the PRC (no English name is being registered) and is controlled by Dr. Zhang

"Starling" Starling Technology Limited, a company incorporated in the British Virgin Islands, which is beneficially wholly owned by Dr. Zhang

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"UF" UF International Holdings Limited, a company incorporated in the British Virgin Islands, the beneficial shareholders of which are independent and not connected with the directors, chief executive or substantial shareholders of the Company or any of its subsidiaries or any of their associates

"Vision" Vision On-Line Limited, a company incorporated in the British Virgin Islands and a wholly-owned subsidiary of the Company

By Order of the Board

Asia Logistics Technologies Limited

Lo Lin Shing, Simon

Chairman

Hong Kong, 21 January 2002

* For identification only

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