Vision Values Holdings Ltd. — M&A Activity 2000

Feb 21, 2000

Listed Company Information

WAH YIK HOLD<0862> - Announcement 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. Best Millennium Limited (the "Offeror") (incorporated in the British Virgin Islands with limited liability) Wah Yik Holdings Company Limited (the "Company") (incorporated in the Cayman Islands with limited liability) Joint Announcement Closing of Unconditional cash offers by Tai Fook Securities Company Limited on behalf of the Offeror For all the issued shares of HK$0.01 each and outstanding warrants (other than those already owned by the offeror or parties acting in concert with it) of the Company Summary The Offers closed at 4:00 p.m. on Friday, 18th February, 2000. Save for the acceptances made by Far-Reaching Limited in respect of 1.4 billion Shares, representing 66.8% of the existing issued share capital of the Company, and 300 million units of Warrants, representing 99.1% of the outstanding Warrants, the Offeror has not received any acceptances in respect of the Shares and Warrants. As at the date of this announcement, the Offeror and parties acting in concert with it are interested in 66.8% of the existing issued share capital of the Company and 99.1% of the outstanding warrants of the Company respectively. Reference is made to the joint announcements made by the Offeror, the Company and Far-Reaching Limited dated 12th January, 2000 and by the Offeror and the Company dated 28th January, 2000 (together the "Previous Announcements"). Terms used in this announcement have the same meanings as those defined in the Previous Announcements unless the context otherwise requires. Offers Closed The respective board of directors of the Offeror and the Company wish to state that the Offers closed at 4:00 p.m. on Friday, 18th February, 2000. Pursuant to the Deed, Far-Reaching has accepted the Offers in respect of 1.4 billion Shares and 300 million units of Warrants on 28th January, 2000, representing 66.8% of the existing issued share capital of the Company and 99.1% of the outstanding warrants of the Company respectively. Save for the aforementioned acceptances of the Offers, the Offeror has not received any acceptances in respect of the Shares or the Warrants. Other than the acceptances made by Far-Reaching, none of the Offeror or parties acting in concert with it has otherwise acquired any Shares, Warrants, convertible securities, warrants, options or derivatives with respect to the Shares and the Warrants during the period from 12th January, 2000, being the commencement date of the Offers period (as defined in the Code), to the date of this announcement. As at the date of this announcement, the Offeror and parties acting in concert with it are interested in 1.4 billion Shares and 300 million units of Warrants, representing 66.8% and 99.1% of the existing issued share capital and outstanding warrants of the Company respectively. Upon the close of the Offers, a total of 697,230,200 Shares and 2,769,800 units of Warrants, representing 33.2% and 0.9% of the existing issued share capital and outstanding warrants of the Company respectively, are held in public hands. Public Float of Warrants The Offeror has undertaken to the Stock Exchange to appoint a placing agent, which will procure within one month from the date of this announcement the placing of not less than 24.1 per cent. of the outstanding warrants of the Company to independent investors not connected with the directors, chief executive or substantial shareholders of the Company, its subsidiaries or their respective associates (as defined under Listing Rules) or any person acting in concert with the Offeror, to ensure that not less than 25 per cent. of the Company's outstanding warrants is held by the public. Further announcement will be made with regard to the aforementioned matter. The Stock Exchange has stated that it will closely monitor trading in the Warrants. If the Stock Exchange believes that a false market exists or may exist in the Warrants, or that there are insufficient Warrants in public hands to maintain an orderly market, then it will consider exercising its discretion to suspend tradings in the Warrants. In the meantime investors shall exercise extreme caution in dealing in the Warrants. Remittances Remittance in respect of valid acceptance made by Far-Reaching on 28th January, 2000 was made on 29th January, 2000. Exceptional Price Movement The following statement is made at the request of the Stock Exchange. The directors of the Company noted the recent increases in the prices and trading volume of the Shares and wish to state that save for the matters mentioned above, the directors of the Company are not aware of any reasons for such increases. The directors of the Company 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, neither is the Board 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. Made by the order of the Board, the directors of the Company of which individually and jointly accept responsibility for the accuracy of the above statement. By Order of the Board By Order of the Board Best Millennium Limited Wah Yik Holdings Company Limited Chan Kwok Keung, Charles Hui Mang Mang Director Chairman Hong Kong, 19th February, 2000 The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this announcement save for those relating to the Company and confirm, having made all reasonable inquiries, that to the best of their knowledge, the 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. The directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement save for those relating to the Offeror and confirm, having made all reasonable inquiries, that to the best of their knowledge, the 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.