Vision Values Holdings Ltd. — M&A Activity 2000

Oct 24, 2000

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 Cayman Islands with limited liability)

SHARE TRANSACTION

On 23rd October 2000, the Agreement was entered into between Mr. Chan Wing Cheong and the Company, pursuant to which the Company conditionally agreed to purchase from Chan Wing Cheong the entire issued share capital of Poly-Asia for an aggregate consideration of HK$12,000,000. The consideration is to be satisfied by a cash payment of HK$1,200,000 and the issue of 35,363,458 fully paid ordinary Shares at HK$0.3054 each in the Company.

Agreement dated 23rd October 2000

Parties: Vendor: Chan Wing Cheong, an independent third party not connected with the chief executive, substantial shareholders and the directors of the Company and its subsidiaries or an associate of any of them (as "associates" is defined under the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited)

Purchaser: the Company

Summary: The Company has agreed to purchase from Chan Wing Cheong all of the issued share capital of Poly-Asia for an aggregate consideration of HK$12,000,000.

Conditions: The Agreement is conditional upon, amongst other things:

1. the listing of and permission to deal in all the Consideration Shares being granted by the Stock Exchange;
2. due diligence review of Poly-Asia by the Company; and
3. either the transactions contemplated under the Agreement being approved by the shareholders of the Company in accordance with Rule 4 of the Code, or the Executive (as defined in the Code) granting a waiver from the requirement that such shareholders approval be obtained pursuant to that Rule, in connection with the Offers.

If the conditions are not fulfilled (or waived) before 22nd December, 2000 (or such later date as the parties may agree) the Agreement will lapse. Application will be made to the Stock Exchange in relation to the Conditions referred to in (a) above. Application has been made to the Executive in relation to the condition referred to in (c) above.

Completion: Three business days after the later of (i) satisfaction of the conditions above or (ii) the last day on which the Offers remain open for acceptance (or such other day as the parties may agree).

Consideration: The consideration of HK$12,000,000 is to be satisfied in full at completion by a cash payment of HK$1,200,000 and the issue of 35,363,458 fully paid ordinary Shares at HK$0.3054 each in the Company. The consideration has been determined after arm's length negotiations between the parties by reference to the historical turnover of Poly-Asia and the expected benefits of the synergy of the businesses of the Company and Poly-Asia after completion of the Agreement.

The issue price for the Consideration Shares of HK$0.3054 represents a premium of approximately 97.03% to the closing price of HK$0.155 per Share quoted on the Stock Exchange on 23rd October 2000, and a premium of approximately 95.77% to the average closing price of approximately HK$0.156 per Share as quoted on the Stock Exchange for the 10 trading days of the Shares ended on 23rd October, 2000.

The Consideration Shares represent 1.40% of the existing issued share capital of the Company and 1.38% of the enlarged issue share capital after the issue of the Consideration Shares.

Poly-Asia's business

The Poly-Asia group of companies is engaged in the provision of computerised business systems and implementation consultancy and are distributors of business systems software of Scala International AB., Computer Associates and ACA Pacific Limited, and Pervasive Software Incorporated. Poly-Asia recorded a consolidated unaudited loss of approximately HK$668,502 for the six months ended 30th September, 2000 and had an unaudited consolidated net tangible asset value of HK$542,477 as at that date.

Reasons for and benefits of the acquisition

The principal businesses of the Company and its subsidiaries include, in addition to its bowling recreational business, the provision of logistics - related services, including logistics application service consultancy and the offering of logistics-related software solutions. Accordingly, the Directors expect that the acquisition by the Company of Poly-Asia which carries on a complementary line of business is expected to generate significant synergies for the benefit of both companies.

General

The Directors note the recent substantial increases in the price of Shares. Apart from the Offers and the transactions contemplated by the Agreement, the Directors confirm that there are no negotiations or agreements relating to intended acquisitions or realisation which are discloseable under paragraph 3 of the Listing Agreement, neither are the Directors aware of any matter discloseable under the general obligation imposed by paragraph 2 of the Listing Agreement, which is or may be of a price-sensitive nature.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company. Application will be made to the Stock Exchange for listing of and permission to deal in the Consideration Shares.

Definitions:-

In this announcement, the following terms have the following meanings:-

"Agreement" conditional sale and purchase agreement dated 23rd October, 2000 between Mr. Chan Wing Cheung and the Company for the purchase of all of the issued share capital of Poly-Asia;

"Code" The Hong Kong Code on Takeover and Mergers;

"Company" Asia Logistics Technologies Limited, the securities of which are listed on the Stock Exchange of Hong Kong Limited;

"Consideration Shares" the 35,363,458 new Shares to be issued on partial satisfaction for the consideration of the acquisition of Poly-Asia;

"Directors" the directors of the Company;

"Offers" means the conditional cash offers by Tai Fook Securities Company Limited on behalf of Golden Infinity Co., Ltd for all the issued shares, outstanding warrants and options in the Purchaser (other than those already owned by Golden Infinity Co., Ltd. or parties acting in concert with it) as announced jointly by Golden Infinity Co., Ltd. and the Company on 16th October, 2000;

"Poly-Asia" Poly-Asia (China) Company Limited, the entire issued share capital of which is currently owned by Mr. Chan Wing Cheong;

"Share(s)" share(s) of HK$0.01 each in the share capital of the Company;

"Stock Exchange" The Stock Exchange of Hong Kong Limited.

By Order of the Board

Asia Logistics Technologies Limited

Chan Ki

Director

23rd October 2000, Hong Kong

All directors of the Company jointly and severally accept full responsibility for the accuracy of 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 the announcement, the omission of which would make any statement in this announcement misleading.

(* For identification purposes only)

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