Vision Values Holdings Ltd. — M&A Activity 2000

Jan 31, 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 Wah Yik Holdings Company Limited (the "Offeror") (the "Company") (incorporated in the British (incorporated in the Cayman Islands Virgin Islands with limited with limited liability) liability) Unconditional cash offers (the "Offers") by Tai Fook Securities Company Limited on behalf of the Offeror for all the issued shares of HK$0.01 each and all the outstanding warrants (other than those already owned by the Offeror or parties acting in concert with it) of the Company * Copies of the composite offer document in relation to the Offers were despatched on 28th January, 2000. Shareholders and Warrantholders should read through the Composite Offer Document before taking any action with regard to their holdings of shares and warrants in the Company. * The Offers have become unconditional on 28th January, 2000. The final closing date of the Offers will be 4:00 p.m. on Friday, 18th February, 2000. * Mr. Chan Kwok Keung, Charles and Mr. Chan Kwok Hung were appointed as directors of the Company with effect from the Offers becoming unconditional, i.e. 28th January, 2000. Reference is made to the joint announcement ("Joint Announcement") of the Company, the Offeror and Far-Reaching Limited dated 12th January, 2000. Terms used in this announcement shall have the same meanings as defined in the Joint Announcement, unless the context otherwise requires. Despatch of Composite Offer Document The Board announces that copies of the composite offer document of the Company dated 28th January, 2000 (the "Composite Offer Document") containing, inter alia, (i) the letter from the Board; (ii) the letter from Tai Fook; (iii) the letter from the Independent Board Committee; (iv) the letter from the independent financial adviser, Asia Financial Capital Limited, in connection with the Offers have been despatched to the Shareholders and Warrantholders on 28th January, 2000. Shareholders and Warrantholders should read through the Composite Offer Document before taking any action with regard to their holdings of shares and warrants in the Company. Offers become unconditional Pursuant to the Deed, Far-Reaching has accepted the Offers in respect of 1.4 billion Shares and 300 million units of Warrants, representing about 70% of the issued share capital of the Company and about 75% of the outstanding Warrants respectively on 28th January, 2000. Therefore, the Offers have become unconditional on 28th January, 2000 and the final closing date of the Offers will be 4:00 p.m. on Friday, 18th February, 2000. Save for the aforementioned acceptances of the Offers, the Offeror and parties acting in concert with it do not hold any Shares or Warrants. Remittances in respect of valid acceptances of the Offers received on 28th January, 2000 will be posted to the accepting Shareholders and Warrantholders on or before 7th February, 2000. Remittances in respect of valid acceptances received after 28th January, 2000 but before the final closing date of 18th February, 2000 will be posted to the accepting Shareholders and/or Warrantholders within 10 days of the date of acceptance. Other than the aforementioned acceptances, none of the Offeror and 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. The unaudited consolidated results of the Group for the ten months ended 31st October, 1999 and the pro forma unaudited adjusted consolidated net tangible assets of the Group as at 31st October, 1999 have been included in the Composite Offer Document and were published in the announcement made by the Company dated 14th January, 2000. The Directors wish to announce that there is no significant change to the financial position of the Group since 31st October, 1999. The Stock Exchange has stated that it will closely monitor trading in the Shares and Warrants. If the Stock Exchange believes that: * a false market exists or may exist in the Shares or Warrants; or * that there are too few Shares or Warrants in public hands to maintain an orderly market; then it will consider exercising its discretion to suspend trading in the Shares or Warrants. The directors of the Offeror and the new directors appointed to the Board will jointly and severally undertake to the Stock Exchange to take appropriate steps to ensure that not less than 25% of the Shares and Warrants will be held by the general public upon the close of the Offers. Appointment of Directors The Board also announces that Mr. Chan Kwok Keung, Charles and Mr. Chan Kwok Hung were appointed as directors of the Company with effect from the Offers becoming unconditional, i.e. 28th January, 2000. Brief details of Mr. Chan Kwok Keung, Charles and Mr. Chan Kwok Hung are set out as follows: Mr. Chan Kwok Keung, Charles, aged 45, holds an honorary degree of Doctor of Laws and a bachelor's degree in civil engineering and has over 19 years' international corporate management experience in the construction and property sectors as well as in strategic investments. Mr. Chan Kwok Keung, Charles is the Chairman of ITC Corporation Limited and Paul Y. - ITC Construction Holdings Limited, the managing director of Hanny Holdings Limited and a director of New World CyberBase Limited. He is also a director of Oxford Properties Group Inc., a company whose shares are listed on the Toronto Stock Exchange, and a non-executive director of Downer Group Limited, a company whose shares are listed on the Australian Stock Exchange. Mr. Chan Kwok Hung, aged 40, has over 16 years of experience in trading business in the People's Republic of China. He holds a Diploma in Arts. He is the Chairman of Tung Fong Hung (Holdings) Limited and a director of ITC Corporation Limited, Hanny Holdings Limited and Star East Holdings Limited. Mr. Chan Kwok Hung is the younger brother of Mr. Chan. 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, 28th January, 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.