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Vision Values Holdings Ltd. Capital/Financing Update 2002

Jan 9, 2002

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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

The Board announces that ALM has entered into a Loan Agreement with Xinganxian on 8 January 2002 pursuant to which ALM has agreed to arrange for a banking facility of up to HK$7,490,000.00 to be granted by a bank to Xinganxian by way of a standby letter of credit facility. The entering into of the Loan Agreement constitutes a connected transaction for the Company pursuant to Rule 14.25(1) of the Listing Rules.

LOAN AGREEMENT

Date

8 January 2002

Parties

  1. ALM, a direct wholly owned subsidiary of the Company; and

  2. Xinganxian, a 54.298% indirect subsidiary of the Company.

Facility Amount

Up to HK$7,490,000.00

Principal Terms

The principal terms of the Loan Agreement are summarised below:

  1. ALM shall arrange for the Loan Facility to be granted to Xinganxian by a bank operating in the PRC by way of a standby letter of credit facility;

  2. ALM will deposit a sum up to HK$7,490,000.00 with a bank to be determined by ALM from time to time as security for the Loan Facility;

  3. Xinganxian will make full repayment of the Loan Facility with interest thereon to the bank at any time upon demand by ALM within 7 days from the date of such demand; and

  4. In consideration of ALM arranging for the Loan Facility, Xinganxian will charge by way of first fixed charge on each and all of those equipment, plant and machines, stock-in-trade, furniture and fittings, accounts receivable in the name of or beneficially owned by Xinganxian to and in favour of ALM by way of continuing security.

INFORMATION ON THE COMPANY

The Group is 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 XINGANXIAN

Xinganxian is principally engaged in the provision of third party logistics and supply chain technology and consultancy services and its existing and targeted customers include logistics and supply chain corporations in the PRC.

PURPOSE OF THE LOAN AGREEMENT

The entering into of the Loan Agreement by ALM is primarily for the purpose of facilitating Xinganxian to raise additional funds to finance its general working capital through the Loan Facility. The deposits to be placed by the Group as security for the Loan Facility will be funded from the internal resources of the Group.

GENERAL

Xinganxian is an indirect wholly owned subsidiary of FTH. FTH is owned as to 54.298% by CPL, an indirect wholly owned subsidiary of the Company, and as to 45.702% by SVD which is wholly owned by Mr. Lam Yan Chit, a director of FTH. Accordingly, the entering into of the Loan Agreement 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 Loan Agreement is entered into on normal commercial terms and that the terms are fair and reasonable to the Company and it would be in the best interest of the Company to arrange for the Loan Facility to Xinganxian to support its continuing development in the PRC market.

DEFINITIONS

"ALM" Asia Logistics Management Services Limited, a company incorporated in Hong Kong and a direct wholly owned subsidiary of the Company

"Board" The board of directors of the Company

"Company" Asia Logistics Technologies Limited

"CPL" Cyber Pilot Limited, a company incorporated in the British Virgin Islands and an indirect wholly owned subsidiary of the Company

"FTH" Fusion Tech Holding Limited, a company incorporated in the British Virgin Islands and owned as to 54.298% by CPL and as to 45.702% by SVD

"Group" The Company and its subsidiaries

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

"Loan Agreement" A loan facility agreement dated 8 January 2002 entered into between ALM and Xinganxian

"Loan Facility" a banking facility of up to HK$7,490,000.00 to be granted by a bank to Xinganxian

"PRC" The People's Republic of China

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"SVD" Southern Victory Developments Limited, a company incorporated in the British Virgin Islands and wholly owned by Mr. Lam Yan Chit, a director of FTH.

"Xinganxian" 北京金柏新幹線信息科技有限公司, a wholly foreign-owned enterprise established in the PRC and no English name is being registered, which is an indirect wholly owned subsidiary of FTH

By Order of the Board

Asia Logistics Technologies Limited

Lo Lin Shing, Simon

Chairman

Hong Kong, 8 January 2002

* For identification only

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