Vision Values Holdings Ltd. — Capital/Financing Update 2010

Apr 12, 2010

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

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Vision Values Holdings Limited.

VISION VALUES HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 862)

PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agent

On 12 April 2010 (after trading hour), the Company and the Placing Agent entered into the Placing Agreement pursuant to which the Company appointed the Placing Agent to procure the Placees to subscribe for up to 23,490,000 Placing Shares at the Placing Price of HK$3.30 per Placing Share on a best-efforts basis.

Assuming the maximum number of 23,490,000 Placing Shares are successfully placed, the Placing Shares represent (i) approximately 20% of the existing issued share capital of the Company; and (ii) approximately 16.66% of the issued share capital of the Company as enlarged by the issue of the Placing Shares (assuming that there will be no other change in the issued share capital of the Company between the date of this announcement and completion of the Placing Agreement save for the issue of such Placing Shares).

Assuming the maximum number of 23,490,000 Placing Shares are successfully placed, the maximum gross proceeds of the Placing will be approximately HK$77.5 million and the maximum net proceeds of the Placing will be approximately HK$76.6 million (after deducting the placing commission, professional fees and other related costs and expenses payable by the Company in connection with the Placing). The net proceeds from the Placing are intended to be used for general working capital purposes of the Group.

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Completion of the Placing is conditional upon the fulfilment of the following conditions:

• (a) the Listing Committee granting or agreeing to grant the approval for the listing of and permission to deal in the Placing Shares (such permission and listing not subsequently revoked prior to the delivery of definitive Share certificates representing the Placing Shares);

• (b) the compliance of the requirements under the Listing Rules and the Takeovers Code (if any) or otherwise as may be required by the Stock Exchange and the SFC in relation to the Placing; and

• (c) the obtaining of all consents, approvals or waivers from any relevant persons which are necessary or desirable in connection with the Placing (and, where such consents, approvals or waivers are given subject to conditions, such conditions to be on such terms as may be reasonably acceptable to the Placing Agent and the Company).

THE PLACING AGREEMENT

Date: 12 April 2010 (after trading hour)

Parties: (a) the Company; and

• (b) the Placing Agent.

To the best of the information, knowledge and belief of the Directors having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owners are third party independent of and not connected with or acting in concert with the Company, its subsidiaries and their respective directors, chief executives and substantial shareholders, and their respective associates.

The Placing

Under the Placing Agreement, the Placing Agent as placing agent shall procure, on a best-efforts basis, Placees to subscribe for up to 23,490,000 Placing Shares at the Placing Price of HK$3.30 per Placing Share.

Number of Placing Shares to be placed

A maximum of 23,490,000 Placing Shares, which represent (i) approximately 20% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 16.66% of the issued share capital of the Company as enlarged by the Placing (assuming that there will be no other change in the issued share capital of the Company between the date of this announcement and completion of the Placing Agreement save for the issue of such Placing Shares).

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Placees

The Placing Agent has undertaken to the Company that the Placing Shares will be placed to at least six Placees and it shall use its reasonable endeavous to procure that all the Placees are independent of and not connected with or acting in concert with the Company, its subsidiaries and their respective directors, chief executives and substantial shareholders, and their respective associates.

Upon Completion, it is expected that none of the Placees will become a substantial Shareholder. If any of the Placees becomes a substantial Shareholder after Completion, further announcement will be made by the Company.

Placing Price

The Placing Price of HK$3.30 per Placing Share represents:

• (i) a discount of approximately 17.50% to the closing price of HK$4.00 per Share as quoted on the Stock Exchange on the Last Trading Day;

• (ii) a discount of approximately 17.50% to the average closing price of HK$4.00 per Share as quoted on the Stock Exchange for the last five consecutive trading days prior to and including the Last Trading Day; and

• (iii) a discount of approximately 17.91% to the average closing price of HK$4.02 per Share as quoted on the Stock Exchange for the last ten consecutive trading days prior to and including the Last Trading Day.

The Placing Price was determined with the prevailing market price of the Shares and was negotiated on an arm’s length basis between the Company and the Placing Agent.

Conditions

Completion of the Placing is conditional upon the fulfilment of the following conditions:

• (a) the Listing Committee granting or agreeing to grant the approval for the listing of and permission to deal in the Placing Shares (such permission and listing not subsequently revoked prior to the delivery of definitive Share certificates representing the Placing Shares);

• (b) the compliance of the requirements under the Listing Rules and the Takeovers Code (if any) or otherwise as may be required by the Stock Exchange and the SFC in relation to the Placing; and

• (c) the obtaining of all consents, approvals or waivers from any relevant persons which are necessary or desirable in connection with the Placing (and, where such consents, approvals or waivers are given subject to conditions, such conditions to be on such terms as may be reasonably acceptable to the Placing Agent and the Company).

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All the above conditions cannot be waived by the Company or the Placing Agent. If any of the above conditions is not fulfilled on or prior to 14 May 2010 (or such later date as may be agreed by the Placing Agent and the Company), the Placing Agreement will terminate and all obligations of the Company and the Placing Agent under the Placing Agreement shall cease and determine and neither the Company nor the Placing Agent shall not have any claim against the other in respect of any matter arising out of or in connection with the Placing Agreement except for any antecedent breach of any obligation and any liabilities under the Placing Agreement.

Application will be made by the Company to the Stock Exchange for the granting of the listing of, and permission to deal in, the Placing Shares.

Completion of the Placing

Completion will take place on the third business day following the date of fulfillment of all the above conditions (or such other date as may be agreed between the Company and the Placing Agent).

As Completion is subject to the satisfaction of all the above conditions, the Placing may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

Placing commission to the Placing Agent

The Placing Agent will receive a placing commission in Hong Kong dollars equals to one (1)% of the aggregate Placing Price for the Placing Shares successfully placed by it.

Ranking of the Placing Shares

The Placing Shares under the Placing will rank, upon issue, pari passu in all respects with the Shares in issue on the date of allotment and issue of the Placing Shares and the Placing Shares, when issued, will be free from all liens, charges and encumbrances and together with all rights attaching to them including the right to receive all dividends declared, made or paid on or after the date of allotment and issue.

General Mandate

The Placing Shares will be allotted and issued under the General Mandate, pursuant to which the Company is authorised to issue a maximum of 23,494,013 new Shares. Up to the date of this announcement, no new Shares have been issued under the General Mandate. The Placing of and the allotment and the issue of Placing Shares are not subject to the Shareholders’ approval.

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Termination

If at any time on or prior to 4:00 p.m. on the Business Day immediately before the Completion Date:

• (A) there shall have come to the attention of the Placing Agent:

• (i) any material breach of, or any event rendering untrue or incorrect in any material respect, any of the representations, warranties or undertakings of the Company set out in the Placing Agreement; or

• (ii) any material breach of, or failure to perform, any of the other obligations of the Company which are required to be performed at or before completion of the Placing; or

• (B) there shall have occurred or come to the attention of the Placing Agent:

• (i) any adverse change in the market conditions (including without limitation suspension or material restriction on trading in securities generally) which in the reasonable opinion of the Placing Agent materially and prejudicially affects the Placing and makes it inadvisable or inexpedient to proceed therewith; or

• (ii) any new law or government regulation or other occurrence of any nature whatsoever which in the reasonable opinion of the Placing Agent will materially and adversely affect the business or financial or trading position or prospect of the Group or any part thereof or the Placing; or

• (iii) any event or change (whether or not forming part of a series of events or changes occurring or continuing before, on and/or after the date hereof) in local, national, international, financial, political, military, economic or other nature (whether or not ejusdem generis with any of the foregoing), or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets which in the reasonable opinion of the Placing Agent will materially and adversely affect the business or financial or trading position or prospect of the Group or any part thereof or the Placing; or

• (iv) the declaration of a banking moratorium in Hong Kong which in the reasonable opinion of the Placing Agent materially and prejudicially affects the Placing and makes it inadvisable or inexpedient to proceed therewith; or

• (v) any adverse announcement, determination or ruling of any governmental or other regulatory body (including but not limited to the absence of reasonable prospect for obtaining a clearance or approval of the Placing Announcement from the Stock Exchange),

then and in any such case, the Placing Agent may, after consultation with the Company (to the extent that the same is reasonably practicable), terminate the Placing Agreement without liability to the by giving notice in writing to the Company, provided that such notice is received prior to the Completion Date.

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FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

Date of	Fund raising		Intended use of	Actual use of
announcement	activity	Net proceeds	proceeds	proceeds
2 November 2009	Subscription of	Approximately	General working	Approximately
	19,578,000 new	HK$57.9 million	capital of the	HK$48.7 million
	Shares which was		Group	was used for the
	completed on 13			settlement of the
	November 2009			cash consideration
				for the entire
				interest in Glory
				Key Investments
				Ltd. The balance
				was used as
				intended.

Save as disclosed above, the Company has not conducted any other fund raising exercises in the past 12 months before the date of this announcement.

EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

The following table illustrates the shareholding structure of the Company (i) as at the date of this announcement; and (ii) immediately after completion of the Placing, on the assumption that (a) a maximum number of 23,490,000 Placing Shares will be subscribed for under the Placing; (b) there will be no other change to the issued share capital of the Company between the date of this announcement and Completion; and (c) the Placees do not and will not hold any Shares other than the Placing Shares.

Moral Glory International Limited_(Note 1) Mr. Ho Hau Chong, Norman(Note 2)_ Public Shareholders Placees Other public Shareholders Total	As at the date of this announcement Number of Shares % 55,355,406 47.12 78,000 0.07 – – 62,036,663 52.81 117,470,069 100.00	Immediately after Completion Number of Shares % 55,355,406 39.27 78,000 0.06 23,490,000 16.66 62,036,663 44.01 140,960,069 100.00	Immediately after Completion Number of Shares % 55,355,406 39.27 78,000 0.06 23,490,000 16.66 62,036,663 44.01 140,960,069 100.00
			100.00

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Notes:

1. Moral Glory International Limited is beneficially wholly-owned by Mr. Lo Lin Shing, Simon, an executive Director.

2. Mr. Ho Hau Chong, Norman is an executive Director.

REASONS FOR THE PLACING

The Group is principally engaged in the provision of network solutions, project services, property investment and aircraft charter.

In view of the current market conditions, the Board considers that the Placing represents a good opportunity to raise additional capital for the Group while broadening the shareholder base of the Company as well as strengthening the capital base and financial position of the Group and enhance the liquidity position for its future developments.

Assuming the maximum number of 23,490,000 Placing Shares are successfully placed, the maximum gross proceeds of the Placing will be approximately HK$77.5 million and the maximum net proceeds of the Placing will be approximately HK$76.6 million (after deducting the placing commission, professional fees and other related costs and expenses payable by the Company in connection with the Placing). The net proceeds for the Placing are intended to be used for general working capital purposes of the Group.

In view of the reasons above, the Directors consider that the terms of the Placing are on normal commercial terms and are fair and reasonable based on current market conditions and the Placing is in the interests of the Company and the Shareholders as a whole.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise.

“acting in concert” has the meaning ascribed to it under the Takeovers Code “associates” has the meaning ascribed to it under the Listing Rules “Board” the board of Directors

“Business Day” any day (excluding a Saturday and any day on which a tropical cyclone warning no. 8 or above or a “black” rainstorm warning signal is hoisted or remains hoisted in Hong Kong at any time between 9:00 a.m. and 12:00 noon and is not lowered or discontinued at or before 12:00 noon) on which licensed banks generally are open for business in Hong Kong

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“Company”	Vision Values Holdings Limited, a company incorporated in the
	Cayman Islands with limited liability, the issued Shares of which are
	listed on the Stock Exchange
“Completion”	completion of the Placing in accordance with the terms and conditions
	of the Placing Agreement
“Completion Date”	the third business day following the date of fulfillment of all the
	conditions set out in the Placing Agreement (or such other date as
	may be agreed between the Company and the Placing Agent)
“Director(s)”	director(s) of the Company
“General Mandate”	the general mandate granted to the Directors by the Shareholders
	at the annual general meeting of the Company held on 8 December
	2009 to allot, issue and deal with the Shares of not exceeding 20% of
	the issued share capital of the Company as at the date of said annual
	general meeting, being 23,494,013 shares
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollar, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s Republic
	of China
“Last Trading Day”	12 April 2010, being the last trading day for the Shares before the
	date of this announcement
“Listing Committee”	has the meaning ascribed to it under the Listing Rules
“Listing Rules”	Rules Governing the Listing of Securities on the Stock Exchange
“Placees”	any individuals, corporate, institutional investors or other investors
	procured by or on behalf of the Placing Agent to subscribe for any
	of the Placing Shares pursuant to the Placing Agent’s obligations
	under the Placing Agreement
“Placing”	offer by way of a private placing of the Placing Shares, on a best-
	efforts basis, by or on behalf of the Placing Agent to the Placees to
	subscribe for the Placing Shares pursuant to the terms and conditions
	of the Placing Agreement

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“Placing Agent”	Taifook Securities Company Limited, a licensed corporation under
	the SFO to carry on Type 1 (dealing in securities), Type 3 (leveraged
	foreign exchange trading), and type 4 (advising on securities) regulated
	activities
“Placing Agreement”	placing agreement dated 12 April 2010 made between the Company
	and the Placing Agent in respect of the Placing
“Placing Price”	placing price of HK$3.30 per Placing Share
“Placing Shares”	a maximum of 23,490,000 new Shares to be allotted and issued by
	the Company under the Placing Agreement
“SFO”	The Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
“Share(s)”	ordinary share(s) of HK$1.00 each in the share capital of the
	Company
“Shareholder(s)”	holder(s) of Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers
“%”	per cent.
	By Order of the board of Directors of
	Vision Values Holdings Limited
	Tang Chi Kei
	Company Secretary

Hong Kong, 12 April 2010

As at the date of this announcement, the executive directors of the Company are Mr. Lo Lin Shing, Simon and Mr. Ho Hau Chong, Norman and the independent non-executive directors of the Company are Mr. Tsui Hing Chuen, William, JP, Mr. Lau Wai Piu and Mr. Lee Kee Wai, Frank.

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