Vision Values Holdings Ltd. — M&A Activity 2000

Jan 17, 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. Wah Yik Holdings Company Limited (the "Company") (incorporated in the Cayman Islands with limited liability) Unconditional cash offers (the "Offers") by Somerley Limited on behalf of Far-Reaching Limited ("Far-Reaching") to acquire all the issued shares and outstanding warrants of the Company other than those already owned by Far-Reaching or parties acting in concert with it * Copies of the Offeree Document in relation to, inter alia, the Offers were despatched on 14th January, 2000. Shareholders and Warrantholders should review the Offeree Document before taking any action with regard to their holdings of Shares and Warrants in the Company. * The statement of pro forma unaudited adjusted consolidated net tangible assets of the Group is set out below. Reference is made to the joint announcement of the Company and Far-Reaching dated 7th December, 1999. The board (the "Board") of the Company announces that copies of the offeree document of the Company dated 14th January, 2000 (the "Offeree Document") containing, inter alia, (i) the letter from the Board; (ii) the letter from the Independent Board Committee; (iii) the letter from the independent financial adviser, Pacific Challenge Capital Limited, in connection with the Offers have been despatched to the Shareholders and Warrantholders on 14th January, 2000. Terms used in this announcement shall have the same meanings as defined in the Offeree Document, unless the context otherwise requires. Shareholders and Warrantholders should review the Offeree Document before taking any action with regard to their holdings of Shares and Warrants in the Company. The latest time for acceptance of the Offers is 4:00 p.m. on Friday, 21st January, 2000. The Offeree Document also contains the statement of pro forma unaudited adjusted consolidated net tangible assets of the Group, which is reproduced as follows:* HK$'000 Audited consolidated net assets of the Group as at 31st December, 1998 173,143 Less: Prepaid co-operation fee (9,813 ) 163,330 Unaudited consolidated 16,086 profit after taxation of the Group for the period ended 30th June, 1999 Add: Amortisation of prepaid co-operation fee 465 16,551 Unaudited consolidated loss after taxation of the Group for the (10,099 )* period from 1st July, 1999 to 31st October, 1999 Add: Amortisation of prepaid co-operation fee 310 (9,789 ) Deficit arising on the revaluation (37,385 ) of the Group's interest in land and buildings as at 31st October, 1999 (Note 1) Pro forma unaudited adjusted consolidated 132,707 net tangible assets of the Group as at 31st October, 1999 Pro forma unaudited adjusted consolidated net tangible assets per Share based on 2,000,000,000 Shares in issue (Note 2) HK$0.066 Pro forma unaudited adjusted consolidated net tangible asset per Share based on 2,400,000,000 Shares assuming full conversion of the outstanding Warrants (Note 3) HK$0.088 Notes: 1. The valuation by an independent valuer, LCH Surveyors, was carried out in connection with the Offers. The valuation was conducted on an open market and depreciated replacement basis. The deficit arising on the revaluation of the Group's interest in land and buildings will be incorporated into the Group's financial statements for the year ended 31st December, 1999. 2. The pro forma unaudited adjusted consolidated net tangible asset value per Share is based on 2,000,000,000 Shares in issue. 3. As at the date hereof, there are 400,000,000 units of Warrants in an aggregate subscription rights of HK$78 million outstanding. Each Warrant entitles the registered holder thereof to subscribe HK$0.195 in cash for Shares at an initial subscription price of HK$0.195 per Share (subject to adjustment) at any time until 30th November, 2000. Assuming full conversion of all the outstanding Warrants, the unaudited adjusted consolidated net tangible assets will increase by HK$78 million (before expenses) to approximately HK$210,707,000. The pro forma unaudited adjusted consolidated net tangible asset value per Share is calculated based on the unaudited adjusted consolidated net tangible assets of HK$210,707,000 and 2,400,000,000 Shares as enlarged by the exercise of 400,000,000 units of Warrants. * Included in the said figure is an exceptional loss of approximately HK$6.7 million in relation to loss on disposal of a subsidiary and a branch. By Order of the Board Wah Yik Holdings Company Limited Hui Mang Mang Chairman Hong Kong, 14th January, 2000 The directors of the Company 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, 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.