Vision Values Holdings Ltd. — M&A Activity 1999

Jun 24, 1999

Listed Company Information

WAH YIK HOLD<0862> - Announcement & Resumption of Trading 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. WAH YIK HOLDINGS COMPANY LIMITED (incorporated in Cayman Islands with limited liability) Proposed Sale of shares by controlling shareholder The board of directors of (the "Directors") of Wah Yik Holdings Company Limited (the "Company" together with its subsidiaries the "Group") has noted the recent increase in the price of the shares (the "Shares") of HK$0.10 each in the capital of the Company and wish to state that it is not aware of any reasons for such increase. The Directors announced that on 23 June 1999 they were informed by Jun Jing Developments Limited ("Jun Jing"), the controlling shareholder (as defined in the Rules (the "Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") of the Company that on the same date it has commenced preliminary negotiations with a third party (the "Third Party") for a possible sale (the "Proposed Sale") of Shares Jun Jing to the Third Party. Jun Jing has confirmed to the Directors that it intends to introduce a strategic investor to the Group through the Proposed Sale which will provide a platform for further co-operation between the Third Party and the Group, in the development of the principal business of the Group being the operation of bowling recreation centres in major cities within the People's Republic of China. The Directors have been informed by Jun Jing that the Proposed Sale may or may not proceed and no binding agreement regarding the Proposed Sale has been entered into between the Company and the Third Party. It is expected that further negotiations on the Proposed Sale will take place in or around late June 1999. The Third Party is an independent third party not connected with the directors, chief executive or substantial shareholders of the Company or any of its subsidiaries or any of their respective associates (as defined in the Listing Rules). In the meantime, public investors and shareholders of the Company are urged to exercise extreme caution in dealing in the securities of the Company. Trading in the Shares was suspended at 2:30 p.m. on 23 June 1999 at the request of the Company and application has been made to the Stock Exchange for resumption of trading in the Shares with effect from 10:00 a.m. on 24 June 1999. This statement is made at the request of the Stock Exchange. The Directors has noted the recent increase in the price of the Shares and wish to state that they are not aware of any reasons for such increase. The Directors were informed by Jun Jing that on 23 June 1999, the controlling shareholder (as defined in the Listing Rules) of the Company that on the same date it has commenced preliminary negotiations with the Third Party for the Proposed Sale. Jun Jing has confirmed to the Directors that the discussion for the Proposed Sale was initiated by it. Jun Jing has confirmed to the Directors that it intends to introduce a strategic investor to the Group through the Proposed Sale which will provide a platform for further co-operation between the Third Party and the Group, in the development of the principal business of the Group being the operation of bowling recreation centres in major cities within the People's Republic of China. Jun Jing has further confirmed to the Directors that details of the Proposed Sale including the number of Shares, the placing price per Share, the timing and structure of the Proposed Sale and the board representation of the Third Party following completion of the Proposed Sale have not been discussed. The Company has been listed on the Stock Exchange since 14 October 1998. In relation to the Proposed Sale, Jun Jing will comply with the provisions of the Listing Rules, the underwriting agreement entered into by, among other persons, the Company and Jun Jing on 24 September 1998 in relation to the new issue and offer for sale (the "Share Offer") of 50,000,000 Shares in September 1998 and the other requirements (regulatory or otherwise) as disclosed in the prospectus of the Company in relation to the Share Offer and dated 25 September 1998. Under the above underwriting agreement, Jun Jing has undertaken, among other matters, to the Company, Tai Fook Capital Limited and the underwriters of the Share Offer that it will not and will procure that none of its associates (as defined in the Listing Rules) will, dispose of any Shares or any interests therein held by it or its associates (as defined in the Listing Rules) within the six-month period commencing from the expiry of six months from the date of commencement of dealings of the Shares on the Stock Exchange, so as to result in its ceasing to be the controlling shareholder (as defined in the Listing Rules) of the Company. The Directors have been informed by Jun Jing that the Proposed Sale may or may not proceed and no binding agreement regarding the Proposed Sale has been entered into between the Company and the Third Party. It is expected that further negotiations on the Proposed Sale will take place in or around late June 1999. The Third Party is an independent third party not connected with the directors, chief executive or substantial shareholders of the Company or any of its subsidiaries or any of their respective associates (as defined in the Listing Rules). The Proposed Sale will not constitute a transaction notifiable under Chapter 14 of the Listing Rules. The Company will keep the public informed by making further announcements upon being notified by Jun Jing of the results of the negotiations of the Proposed Sale. Jun Jing has confirmed to the Directors that the Proposed Sale may or may not introduce a substantial shareholder (as defined in the Listing Rules) to the Company. In particular, the board representation of the Third Party in the Company has not yet been discussed between Jun Jing and the Third Party. Jun Jing has also confirmed to the Directors that it does not intend to trigger a mandatory offer obligation of its part or on the part of the Third Party by the Proposed Sale under the Hong Kong Code on Takeovers and Mergers (the "Code") or to give up its statutory control in the Company following the Proposed Sale. Jun Jing and/or the Third Party will extend an offer to the other shareholders of the Company. In the event a mandatory offer on the part of Jun Jing or the Third Party is triggered by the Proposed Sale under the Code. Jun Jing is incorporated in the British Virgin Islands and its entire issued shares is owned as to 67 per cent. by Mr. Hui Mang Mang, the Chairman and Managing Director of the Company and as to the balance of 33 per cent. by Mr. Tsai Hung Ching, an executive Director. As at the date of this announcement, Jun Jing is the beneficial owner of 150,000,000 Shares, representing 75 per cent. of the existing issued share capital of the Company of 200,000,000 Shares. Of the 150,000,000 Shares held by Jun Jing, 120,000,000 Shares have been pledged on 9 June 1999 to a financial institution as security for facilities granted to Jun Jing by such financial institution. As at the date of this Announcement, none of the Shares pledged by Jun Jing to such financial institution have been disposed of. The Directors also confirm that there are no negotiations or agreements relating to intended acquisitions or realisations which are discloseable under paragraph 3 of the Listing Agreement made between the Company and the Stock Exchange and apart from the Proposed Sale, the Directors are not aware of any matter which is discloseable under paragraph 2 of the Listing Agreement, which is or may be of a price-sensitive nature. In the meantime, public investors and shareholders of the Company are urged to exercise extreme caution in dealing in the securities of the Company. Trading in the Shares was suspended at 2:30 p.m. on 23 June 1999 at the request of the Company and application has been made to the Stock Exchange for resumption of trading in the Shares with effect from 10:00 a.m. on 24 June 1999. By Order of the Board Hui Mang Mang Chairman and Managing Director Hong Kong, 23 June 1999 The Directors jointly and severally accept full responsibility for the accuracy of the 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. * For identification only.