Vision Values Holdings Ltd. — Proxy Solicitation & Information Statement 2002

Apr 10, 2002

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect about this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Asia Logistics Technologies Limited, you should at once hand this circular to the purchaser or the transferee or to the banker or stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, 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 circular.

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Asia Logistics Technologies Limited 亞 洲 物 流 科 技 有 限 公 司[*]

(Incorporated in the Cayman Islands with limited liability)

DISCLOSEABLE AND CONNECTED TRANSACTION AND SUBSCRIPTION OF NEW SHARES

Financial adviser to Asia Logistics Technologies Limited

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Tai Fook Capital Limited

Independent financial adviser to the Independent Board Committee

A notice convening an extraordinary general meeting of Asia Logistics Technologies Limited to be held at 37/F., New World Tower, 16-18 Queen’s Road Central, Hong Kong on Monday, 29th April, 2002 at 3:00 p.m. is set out on pages 29 to 30 of this circular. Whether or not shareholders of Asia Logistics Technologies Limited are able to attend the meeting, they are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrars of Asia Logistics Technologies Limited, Abacus Share Registrars Limited, at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong as soon as possible and in any event not later than 48 hours before the time for holding the meeting. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the extraordinary general meeting if they so desire.

10th April, 2002

* For identification only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Chairman
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
The Han Subscription Agreement dated 21st March, 2002 . . . . . . . . . . . . . . . . . . .	5
The ALT Subscription Agreement dated 21st March, 2002 . . . . . . . . . . . . . . . . . . .	8
Information on the Group and Han International Group . . . . . . . . . . . . . . . . . . . . .	10
Reasons for the Han Subscription and the ALT Subscription . . . . . . . . . . . . . . . . .	11
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Letter from DTCFL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Appendix – General information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	29

– i –

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context requires otherwise:

“ALT Shares” the shares of HK$0.01 each in the issued share capital of the Company

“ALT Shareholder(s)”	the holder(s) of the ALT Shares
“ALT Subscription”	the subscription of 159,121,700 new ALT Shares
	representing approximately 5% of the existing issued
	share capital of the Company by Grade Win pursuant to
	the ALT Subscription Agreement
“ALT Subscription	the conditional subscription agreement dated 21st March,
Agreement”	2002 entered into between the Company and Grade Win
	in relation to the subscription of the ALT Subscription
	Shares
“ALT Subscription Shares”	the new ALT Shares to be allotted and issued pursuant
	to the ALT Subscription
“associates”	have the meaning ascribed to it under the Listing Rules
“Beijing UFsoft”	北京用友軟件股份有限公司(no English name is being
	registered), a company limited by shares established in
	the PRC and the 100% legal and beneficial owner of UF
“Company”	Asia Logistics Technologies Limited, a company
	incorporated in the Cayman Islands with limited liability,
	the shares of which are listed on the Stock Exchange
“Completion”	completion of the Han Subscription in accordance with
	the Han Subscription Agreement
“Convertible Bond”	the convertible bond issued by the Company to New
	World CyberBase Nominee Limited on 2nd November,
	2001
“DTCFL”	Deloitte & Touche Corporate Finance Limited, a
	registered investment adviser and securities dealer under
	the Securities Ordinance (Chapter 333 of the Laws of
	Hong Kong)
“Director(s)”	the director(s) of the Company
“Dr. Zhang”	Dr. Zhang Hou Qi, a director of Han International

– 1 –

DEFINITIONS

“EGM”	an extraordinary general meeting of the Company, notice
	of which is set out herein, at which resolutions will be
	proposed to approve the Han Subscription and the
	granting of the Specific Mandate, and any adjournment
	thereof
“Grade Win”	Grade Win International Limited, a company incorporated
	in Hong Kong with limited liability and a wholly-owned
	subsidiary of Legend
“Group”	the Company and its subsidiaries
“Han International”	Han International Consulting Company Limited, a
	company incorporated in the British Virgin Islands and
	currently owned as to approximately 57.0% by Vision
	On-line, as to approximately 34.4% by Starling and as
	to approximately 8.6% by UF
“Han International Group”	Han International and its subsidiaries
“Han Subscription”	the subscription of 2,550 new shares in Han International
	which will represent 51% of its entire issued share capital
	immediately after Completion at a consideration of
	HK$55 million pursuant to the Han Subscription
	Agreement

• “Han Subscription the conditional subscription agreement dated 21st March, Agreement” 2002 entered into between, inter alia, the Company, Han International and Legend in relation to the subscription of new shares in Han International

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Independent ALT the ALT Shareholders other than Dr. Zhang and his Shareholders” associates

• “Independent Board the committee of the Directors comprising the Committee” independent non-executive Directors which has been formed to advise the Independent ALT Shareholders in respect of the Han Subscription

• “Latest Practicable Date” 8th April, 2002, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

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DEFINITIONS

“Legend”	Legend Group Limited (formerly known as Legend
	Holdings Limited), a company incorporated in Hong
	Kong with limited liability, the shares of which are listed
	on the Stock Exchange
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange
“PRC”	The People’s Republic of China
“SDI Ordinance”	the Securities (Disclosure of Interests) Ordinance
	(Chapter 396 of the Laws of Hong Kong)
“Share Options”	options granted to the employees of the Group to
	subscribe for ALT Shares pursuant to the employee share
	option scheme adopted by the Company on 11th
	September, 1998
“Sinohelp”	北京漢普管理咨詢有限公司(no English name is being
	registered), a company incorporated in the PRC and
	owned as to approximately 68% by Dr. Zhang
“Specific Mandate”	a specific mandate proposed to be granted to the Directors
	to issue and allot 159,121,700 new ALT Shares to Grade
	Win pursuant to the ALT Subscription
“Starling”	Starling Technology Limited, a company incorporated in
	the British Virgin Islands and is wholly owned by Dr.
	Zhang
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“UF”	UF International Holdings Limited, a company
	incorporated in the British Virgin Islands and is
	beneficially and wholly owned by Beijing UFsoft
“Vision On-line”	Vision On-line Limited, a company incorporated in the
	British Virgin Islands and a wholly-owned subsidiary of
	the Company
“Xinganxian”	北京金柏新幹線信息科技有限公司(no English name
	is being registered), a wholly foreign-owned enterprise
	established in the PRC and beneficially owned as to
	approximately 54% by the Company
“%”	per cent.
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“RMB”	Renminbi, the lawful currency of the PRC

For illustration purposes, amounts in RMB in this circular have been translated into HK$ at HK$1 = RMB1.07.

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LETTER FROM THE CHAIRMAN

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Asia Logistics Technologies Limited 亞 洲 物 流 科 技 有 限 公 司[*]

(Incorporated in the Cayman Islands with limited liability)

Executive Directors:

Mr. Lo Lin Shing, Simon (Chairman) Mr. Chan Ki (Vice Chairman) Mr. Chan Wai Keung, Ringo (Chief Executive Officer) Mr. Yu Ansheng, Ben Mr. Lo Lin Kwong

Non-Executive Director:

Dr. Cheng Kar Shun, Henry Mr. Ho Hau Chong, Norman

Independent Non-Executive Directors Mr. To Hin Tsun, Gerald Mr. Wei Chi Kuan, Kenny

Registered Office: P.O. Box 309 Ugland House South Church Street George Town Grand Cayman Cayman Islands British West Indies

Principal place of business in Hong Kong 37th Floor New World Tower 16-18 Queen’s Road Central Hong Kong

10th April, 2002

To the ALT Shareholders

Dear Sirs,

DISCLOSEABLE AND CONNECTED TRANSACTION AND SUBSCRIPTION OF NEW SHARES

INTRODUCTION

On 21st March, 2002, the Directors announced that the Han Subscription Agreement had been entered into between, inter alia, the Company and Legend pursuant to which Legend agreed to subscribe (or procure its nominee to subscribe) for 2,550 new shares in Han International which will represent 51% of its entire issued share capital immediately after Completion at a consideration of HK$55 million.

* For identification only

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LETTER FROM THE CHAIRMAN

The Directors also announced that on 21st March, 2002, the Company had entered into the ALT Subscription Agreement with Grade Win, pursuant to which Grade Win agreed to subscribe for 159,121,700 new ALT Shares representing approximately 5% of the Company’s existing issued share capital immediately prior to completion of the ALT Subscription Agreement and approximately 4.8% of the Company’s issued share capital as enlarged by the issue of such new ALT Subscription Shares (without taking into account any ALT Shares which may be issued upon conversion of the Convertible Bond or exercise of the Share Options). The ALT Subscription Shares will be allotted and issued, subject to the approval of the ALT Shareholders at the EGM, under the Specific Mandate. An application will be made to the Stock Exchange for the listing of, and permission to deal in, the ALT Subscription Shares.

The purpose of this circular is to provide you with further information regarding, amongst other things, the Han Subscription and the ALT Subscription and to set out the recommendation of the Independent Board Committee to the Independent ALT Shareholders regarding the Han Subscription based on the advice of DTCFL, and to give you notice of the EGM convened for the purpose of considering, if thought fit, approving the Han Subscription and the granting of the Specific Mandate.

THE HAN SUBSCRIPTION AGREEMENT DATED 21ST MARCH, 2002

Parties to the agreement

• Subscriber : Legend (or its nominee)

• Issuer : Han International, an indirect non wholly-owned subsidiary of the Company currently owned as to approximately 57.0% by Vision On-line, as to approximately 34.4% by Starling, and as to approximately 8.6% by UF

• Warrantors : Vision On-line, Starling and UF each of whom agreed to give certain representations, undertakings, warranties and indemnities upon the terms and subject to the conditions of the Han Subscription Agreement

• Guarantors : the Company, Dr. Zhang and Beijing UFsoft each of whom agreed to guarantee the due and punctual performance of the obligation of each of Vision On-line, Starling and UF respectively (as the case may be) upon the terms and subject to the conditions of the Han Subscription Agreement

Other than Dr. Zhang who is a director and the substantial shareholder (through Starling) of Han International, each of Legend, UF and Beijing UFsoft is independent of and not connected with the Directors, chief executive and substantial shareholder of the Company and its subsidiaries or any of their respective associates.

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LETTER FROM THE CHAIRMAN

Number of shares in Han International to be subscribed

Han International agreed to allot and issue and Legend agreed to subscribe (or procure its nominee to subscribe) for 2,550 new shares in Han International which will represent 51% of its entire issued share capital immediately after Completion.

Vision On-line is currently holding a convertible note issued by Han International on 21st January, 2002 for the principal amount of HK$9,260,000 entitling Vision On-line to convert into 141 new shares in Han International. Pursuant to the Han Subscription Agreement, the Company shall have to exercise in full the rights attaching to such convertible note before Completion. In addition, Han International will allot and issue an aggregate of additional 1,168 new shares in Han International at par to its existing shareholders, Vision On-line, Starling and UF, before Completion pursuant to the Han Subscription Agreement.

The shareholding structure of Han International immediately before and after Completion are summarised as follows:

No. Vision On-line Starling UF Legend (or its nominee) Total	Current Shareholding of shareholding Han International of Han immediately International before Completion of shares % No. of shares % No. 651 57.0 1,500 61.2 392 34.4 750 30.6 98 8.6 200 8.2 – – – – 1,141 100.0 2,450 100.0	Shareholding of Han International immediately after Completion of shares % 1,500 30.0 750 15.0 200 4.0 2,550 51.0 5,000 100.0	Shareholding of Han International immediately after Completion of shares % 1,500 30.0 750 15.0 200 4.0 2,550 51.0 5,000 100.0
			100.0

Consideration for the Han Subscription

The consideration for the Han Subscription of a total of HK$55 million will be satisfied as to HK$35 million by cash payable upon Completion and as to HK$20 million by issuance and delivery by Legend to Han International of an unsecured and interest-free promissory note. The amount owing under the promissory note is payable within 5 business days of the second anniversary of the date of Completion after setting-off any claims by Legend under the indemnity contained in the Han Subscription Agreement. Pursuant to the Han Subscription Agreement, Legend agreed to (or procure its relevant subsidiary(ies) to) (i) novate, subject to Completion, certain existing business contracts in respect of information technology (IT) consultancy services entered into by the IT consultancy business unit of Legend with an aggregate outstanding contract value of approximately RMB2,605,000 (equivalent to approximately HK$2,434,579) and any such further business contracts entered into before Completion; (ii) transfer approximately 92 (subject to a 20% upward or downward variance)

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LETTER FROM THE CHAIRMAN

employees from Legend’s IT consultancy business unit; and (iii) transfer certain fixed assets (comprising mainly computers and other equipment) with a net book value of approximately RMB891,825 (equivalent to approximately HK$833,481) to Han International Group.

The consideration for the Han Subscription was arrived at after arm’s length negotiations between the existing shareholders of Han International and Legend taking into account the business value of Legend’s IT consultancy business being injected into Han International Group through the novation of business contracts and the transferal of employees and fixed assets, the underlying businesses and future prospects of Han International Group and possible benefits from the synergy of business between Han International Group and Legend.

Based on the unaudited consolidated net asset value of Han International Group as at 31st December, 2001 and without taking into account the results of Han International Group during the period from 1st January, 2002 to the date of Completion and any possible writtenoff of goodwill and subject to the completion of audit of the Group’s results for the year ending 31st December, 2002, there would be an estimated gain of approximately HK$6.8 million arising from the Han Subscription.

The Directors consider that the Han Subscription Agreement was entered into on normal commercial terms which are fair and reasonable and are for the interest of the Independent ALT Shareholders and the Company as a whole.

Conditions and completion of the Han Subscription

Completion is conditional upon fulfilment of, amongst other things, the following conditions on or before 2nd July, 2002 (or such later date as may be agreed in writing by the parties to the Han Subscription Agreement):

• (a) the approval of the Independent ALT Shareholders at the EGM of the transactions in connection with the entering into and performance of the terms of the Han Subscription Agreement and any other documents incidental thereto in accordance with the Listing Rules;

• (b) Legend (in its absolute discretion) having satisfactorily completed due diligence on the Han International Group and all matters or issues raised by Legend having been resolved to Legend’s satisfaction; and

• (c) the ALT Subscription Agreement having become unconditional in all respects.

If any of the conditions as specified in the Han Subscription Agreement has not been fulfilled (or waived subject to the terms contained therein) on or before 2nd July, 2002 (or such later date as may be agreed in writing by the parties to the Han Subscription Agreement), the Han Subscription Agreement shall automatically terminate and the rights and obligations of the parties thereto shall cease and be of no further effect.

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LETTER FROM THE CHAIRMAN

Completion shall take place on the date which is the third business day after the date on which all of the conditions to the Han Subscription Agreement are satisfied or waived or on such other date as the parties thereof may agree in accordance with the terms contained therein. The Han Subscription Agreement and the ALT Subscription Agreement will complete simultaneously.

THE ALT SUBSCRIPTION AGREEMENT DATED 21ST MARCH, 2002

Parties to the agreement

Subscriber: Grade Win, a wholly-owned subsidiary of Legend

Issuer: the Company

Number of ALT Subscription Shares

159,121,700 new ALT Shares representing approximately 5% of the existing issued share capital of the Company immediately prior to completion of the ALT Subscription Agreement and approximately 4.8% of the issued share capital of the Company as enlarged by the issue of such new ALT Subscription Shares (without taking into account any ALT Shares which may be issued upon conversion of the Convertible Bond or exercise of the Share Options).

The ALT Subscription Shares will rank pari passu in all respects with the ALT Shares in issue as at the date of the completion of the ALT Subscription.

The ALT Subscription Shares will be allotted and issued, subject to the approval of the ALT Shareholders at the EGM, under the Specific Mandate.

Subscription price

• (a) HK$0.15 per ALT Subscription Share in the event that the average closing price of the ALT Shares as quoted on the Stock Exchange for the five consecutive trading days immediately preceding the completion date of the ALT Subscription (the “Average Closing Price”) is equal to or higher than HK$0.125; or

• (b) 1.2 times of the Average Closing Price in the event that the Average Closing Price is lower than HK$0.125.

The subscription price of HK$0.15 per ALT Subscription Share represents (i) a premium of approximately 11.1% to the closing price of HK$0.135 per ALT Share as quoted on the Stock Exchange on 20th March, 2002, being the last trading day prior to suspension of trading of ALT Shares pending the release of the announcement dated 21st March, 2002 in respect of the Han Subscription and the ALT Subscription; (ii) a premium of approximately 7.9% to the average closing price of approximately HK$0.139 per ALT Share as quoted on the Stock Exchange for the last ten consecutive trading days up to and including 20th March, 2002; (iii)

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LETTER FROM THE CHAIRMAN

a premium of approximately 30.4% to the closing price of HK$0.115 per ALT Share as quoted on the Stock Exchange on the Latest Practicable Date; and (iv) a premium of approximately 18.1% to the average closing price of approximately HK$0.127 per ALT Share as quoted on the Stock Exchange for the last ten consecutive trading days up to and including the Latest Practicable Date.

The subscription price for the ALT Subscription Shares was arrived at after arm’s length negotiations between the Company and Legend. The Directors consider that the ALT Subscription is in the interest of the Company and the ALT Shareholders as a whole. The subscription price for the ALT Subscription Shares will be satisfied in cash payable upon completion of the ALT Subscription Agreement.

Conditions and completion of the ALT Subscription

Completion of the ALT Subscription is conditional upon fulfilment of, amongst other things, the following conditions on or before 2nd July, 2002 (or such later date as may be agreed by the Company and Grade Win in writing):

• (a) the passing by the ALT Shareholders at the EGM of an ordinary resolution for the purpose of the granting of a specific mandate to the Directors for the allotment and issue of the ALT Subscription Shares to Grade Win in accordance with the terms of the ALT Subscription Agreement;

• (b) the listing of, and permission to deal in, all the ALT Subscription Shares being granted by the Listing Committee of the Stock Exchange (and such permission and listing not subsequently being revoked prior to the delivery of definitive share certificate(s) representing the ALT Subscription Shares);

• (c) the Han Subscription having become unconditional in all respects; and

• (d) all necessary consents having been obtained by the Company in connection with the allotment and issue of the ALT Subscription Shares.

If any of the conditions as specified in the ALT Subscription Agreement has not been fulfilled (or waived by Grade Win subject to the terms contained therein) on or before 2nd July, 2002 (or such later date as may be agreed by the Company and Grade Win in writing), the ALT Subscription Agreement shall automatically terminate and the rights and obligations of the parties thereto shall cease and be of no further effect.

Completion of the ALT Subscription shall take place on the date which is the third business day after the date on which all of the conditions to the ALT Subscription Agreement are satisfied or waived or on such other date as the parties thereof may agree in accordance with the terms contained therein. The ALT Subscription Agreement and the Han Subscription Agreement will complete simultaneously.

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LETTER FROM THE CHAIRMAN

INFORMATION ON THE GROUP AND HAN INTERNATIONAL GROUP

Information on the Group

Being positioned itself as a logistics technologies enabler, the Group specializes in Logistics and Supply Chain Management technologies. The principal activities of the Group are the provision of services in research and development, consultancy, implementation and turnkey solutions in relation to Enterprises Resources Planning (ERP), eSupply Chain Management (eSCM), eLogistics Management, as well as the Logistics Value-added Application Service Platform (VASP) in the Greater China market.

Information on Han International Group

The Han International Group is principally engaged in the business of management and information technology consultancy services and sale of software management solutions in the PRC.

The business of Han International was originally operated under Sinohelp, which was beneficially owned as to 68% by Dr. Zhang, the founder and the key management personnel of Sinohelp. Pursuant to the acquisition agreement entered into between Vision On-line and Dr. Zhang on 3rd January, 2001, the entire business and assets of Sinohelp were transferred to Han International of which the Group became the majority shareholder.

The current board composition of Han International comprises nine directors whereby six of whom are nominated by the Group. At present, Dr. Zhang, being a director of Han International, is principally responsible for the management, operations, business developments and technology developments of Han International. Upon Completion, the board of directors of Han International will comprise 11 directors, of whom six will be nominated by Legend while three will be nominated by the Group. The management team of Han International following Completion will be determined by the new board of directors. The Directors anticipate that while Dr. Zhang will remain as a key member of the new management team of Han International, Legend will also transfer personnel from its IT consulting business unit to join Han International Group with a view to further enhance its business prospects.

With reference to the management accounts of Han International Group, the unaudited consolidated net profit before and after tax of Han International Group for the period from 15th November, 2000 (being the date of incorporation) to 31st December, 2001 were approximately HK$5,492,883 and approximately HK$3,640,353 respectively. The unaudited consolidated net tangible asset value of Han International Group as at 31st December, 2001 was approximately HK$21,799,048.

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LETTER FROM THE CHAIRMAN

REASONS FOR THE HAN SUBSCRIPTION AND THE ALT SUBSCRIPTION

Reasons for the Han Subscription and use of proceeds

The Han Subscription is believed to generate business synergies and to foster a close working relationship for the Company, Han International Group and Legend. The Directors consider that Legend is one of the most prominent information technology equipment manufacturers in the PRC and Han International Group will be able to capture Legend’s significant establishment and strong market presence in the PRC so as to widen its existing client base and to strengthen its competitive edge. Through the Han Subscription, Han International Group will not only obtain additional working capital to finance its further development and expansion, but will also benefit from the business value of Legend’s IT consultancy business being injected into Han International Group through the novation of business contracts and the transferal of employees and fixed assets. Such consolidation of the iConsulting business of Han International Group with that of Legend will facilitate the aim of Han International Group to become the largest management and information technology consulting firm in the PRC. Apart from its existing business in consultancy and implementation of Enterprise Resources Planning (ERP) systems, Han International Group will also expand into the arena of eSupply Chain Management (eSCM) providing Business Process Reengineering (BPR), consultancy and implementation services. Legend will be able to leverage on Han International Group’s existing iConsulting and implementation experience and methodologies to provide comprehensive consulting services in the PRC market.

Through the continuous business development and growth of Han International Group, the Directors believe that the Company will be able to enhance its return on investment in Han International.

The net proceeds of approximately HK$55 million arising from the Han Subscription will be used to expand the management and information technology consultancy services in the PRC as well as to develop new business in the arena of eSCM.

Following Completion, the results of Han International Group will not be consolidated in the results of the Group but the Group will continue to hold its remaining 30% interest in Han International as a long term investment. The Company and the Group’s other major operating subsidiaries and entities such as the Xian Research and Development Centre and Xinganxian will continue to actively engage in the provision of a wide variety of IT and e- logistics related services and solutions such as the implementation and turnkey solutions in relation to property management system, ERP system, eSCM system, e-logistics management system, VASP and third party logistics solutions.

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LETTER FROM THE CHAIRMAN

Reasons for the ALT Subscription and use of proceeds

Apart from obtaining additional financial resources, the ALT Subscription aims at enhancing a closer relationship between the Company and Legend following the Han Subscription. The Company will be able to leverage on Legend’s existing infrastructure and client base to enlarge its market coverage. Also, by sharing the same visions and insights in the businesses of iConsulting, Supply Chain Management and Logistics solutions, the Company and Legend will both obtain mutual-benefit in long term.

The net proceeds of approximately HK$23 million (assuming the subscription price of HK$0.15 per ALT Subscription Share) arising from the ALT Subscription will be used as general working capital of the Group.

GENERAL

The Han Subscription results in a deemed disposal by the Company of its interest in Han International. Since Han International will cease to be a subsidiary of the Company, 100% of the unaudited consolidated net profit and unaudited consolidated net tangible assets of Han International Group will be taken as the basis for the size test in accordance with the Listing Rules. Accordingly, the Han Subscription will constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules. Given that Dr. Zhang is a director and the substantial shareholder (through Starling) of Han International, the Han Subscription also constitutes a connected transaction for the Company under Rule 14.23(1)(b) of the Listing Rules and will be subject to the approval of the Independent ALT Shareholders at the EGM.

Dr. Zhang is interested in 12,500,000 ALT Shares, representing approximately 0.39% of the existing issued share capital of the Company as at the Latest Practicable Date. Dr. Zhang and his associates will abstain from voting on the resolution to be proposed at the EGM to approve the Han Subscription.

The Independent Board Committee, comprising Mr. To Hin Tsun, Gerald and Mr. Wei Chi Kuan, Kenny, has been formed to advise the Independent ALT Shareholders in respect of the Han Subscription. DTCFL has been appointed to advise the Independent Board Committee in respect of the Han Subscription.

The ALT Subscription Shares will be allotted and issued, subject to the approval of the ALT Shareholders at the EGM, under the Specific Mandate. An application will be made to the Stock Exchange for the listing of, and permission to deal in, the ALT Subscription Shares.

EGM

Set out on pages 29 to 30 of this circular is a notice convening the EGM which will be held at 37/F., New World Tower, 16-18 Queen’s Road Central, Hong Kong on Monday, 29th April, 2002 at 3:00 p.m. at which resolutions will be proposed to approve the Han Subscription and the granting of the Specific Mandate.

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LETTER FROM THE CHAIRMAN

There is a form of proxy for use at the EGM accompanying this circular. Whether or not the ALT Shareholders intend to attend the meeting, they are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it as soon as possible to the Company’s Hong Kong branch share registrars, Abacus Share Registrars Limited at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong, and in any event not later than 48 hours before the time appointed for the holding of the EGM. Delivery of a form of proxy will not preclude the ALT Shareholders from attending and voting in person at the meeting or any adjourned meeting should they so desire.

RECOMMENDATIONS

The Directors consider that the Han Subscription and the ALT Subscription are in the interests of the Company and the ALT Shareholders as a whole. The Independent Board Committee, having taken into account the advice of DTCFL, considers that the terms of the Han Subscription are fair and reasonable so far as the Independent ALT Shareholders are concerned and accordingly recommends the Independent ALT Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Han Subscription.

The text of a letter from the Independent Board Committee is set out on page 14 of this circular and the text of a letter from DTCFL containing its advice and the principal factors and reasons it has taken into account in arriving at its opinion regarding the Han Subscription is set out on pages 15 to 23 of this circular.

The Directors believe that the ALT Subscription and the granting of the Specific Mandate are in the interests of the Company and the ALT Shareholders. Accordingly, the Directors recommend the ALT Shareholders to vote in favour of the ordinary resolution to approve the granting of the Specific Mandate.

ADDITIONAL INFORMATION

Your attention is drawn to the letters from the Independent Board Committee and DTCFL set out on page 14 and pages 15 to 23 respectively and the additional information set out in the appendix to this circular.

Yours faithfully, For and on behalf of Asia Logistics Technologies Limited Lo Lin Shing, Simon Chairman

– 13 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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Asia Logistics Technologies Limited 亞 洲 物 流 科 技 有 限 公 司[*]

(Incorporated in the Cayman Islands with limited liability)

10th April, 2002

To the Independent ALT Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION

As the Independent Board Committee, we have been appointed to advise you solely in connection with the Han Subscription, details of which are set out in the letter from the chairman contained in the circular to the ALT Shareholders dated 10th April, 2002 (the “Circular”), of which this letter forms part. Terms defined in the Circular shall have the same meanings when used herein unless the context otherwise requires.

Having considered the terms of the Han Subscription and the advice of DTCFL in relation thereto as set out on pages 15 to 23 of the Circular, we are of the opinion that the terms of the Han Subscription are fair and reasonable so far as the Independent ALT Shareholders are concerned. We therefore recommend that you vote in favour of the ordinary resolution to be proposed at the EGM to approve the Han Subscription.

Yours faithfully,

Independent Board Committee

Mr. To Hin Tsun, Gerald Mr. Wei Chi Kuan, Kenny Independent non-executive Director Independent non-executive Director

* For identification only

– 14 –

LETTER FROM DTCFL

Set out below is the text of a letter from DTCFL, the independent financial adviser to the Independent Board Committee, prepared for the purpose of incorporation in this document.

21/F, Wing On Centre 香港中環干諾道中 111 號 111 Connaught Road Central 永安中心 21 樓 Hong Kong Tel: (852) 2852 1600 電話 : (852) 2852 1600 Fax: (852) 2850 6791 傳真 : (852) 2850 6791 mail@deloitte.com.hk mail@deloitte.com.hk www.deloitte.com.hk www.deloitte.com.hk

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10th April, 2002

To the Independent Board Committee of

Asia Logistics Technologies Limited

Dear Sirs,

We refer to our engagement to advise the Independent Board Committee in respect of the proposed discloseable and connected transaction of the Company announced on 21st March, 2002 which involves, inter alia, the subscription of 2,550 new shares in Han International by Legend (or its nominee), representing 51% of the entire issued share capital of Han International immediately after Completion at a consideration of HK$55 million. Unless defined otherwise, terms used in this letter shall have the same meanings as those defined in the section headed “Definitions” in the circular dated 10th April, 2002 to the ALT Shareholders (the “Circular”) of which this letter forms part. Furthermore, unless specified otherwise, the exchange rates adopted in this letter for currency conversion between HK$ and RMB and between US$ and HK$ is HK$1.00 = RMB1.07 and US$1.00 = HK$7.80 respectively.

Pursuant to the Han Subscription, the equity interests of the Group in Han International will be diluted from approximately 61.2% immediately before Completion to approximately 30.0%, which will result in Han International ceasing to be a subsidiary of the Company. The Han Subscription thus results in a deemed disposal by the Company of its interest in Han International according to Chapter 14 of the Listing Rules. Given that Dr. Zhang is a director and a substantial shareholder of Han International, the Han Subscription constitutes a connected transaction of the Company under Rule 14.23(1)(b) of the Listing Rules and will be subject to the approval of the Independent ALT Shareholders at the EGM. Dr. Zhang and his associates will abstain from voting on the resolution to be proposed at the EGM to approve the Han Subscription.

DTCFL has been appointed as the independent financial adviser to the Independent Board Committee to give an opinion as to whether the terms of the Han Subscription are fair and reasonable so far as the Independent ALT Shareholders as a whole are concerned and on whether the Independent Board Committee should recommend the Independent ALT

– 15 –

LETTER FROM DTCFL

Shareholders to vote in favour of the resolution to approve the Han Subscription. The Independent ALT Shareholders should note that completion of the Han Subscription is conditional upon the ALT Subscription Agreement having become unconditional in all respects. Details of the Han Subscription are contained in the “Letter from the chairman” set out on pages 4 to 13 of the Circular.

We have reviewed the letters provided by each of Mr. To Hin Tsun, Gerald (“Mr. To”) and Mr. Wei Chi Kuan, Kenny (“Mr. Wei”), the two independent non-executive Directors, to the Stock Exchange for the purpose of confirming their independence from the Company and parties acting in concert with it. Based on the said confirmations, we are satisfied that both Mr. To and Mr. Wei are independent of the Company and parties acting in concert with it and therefore are suitable for making recommendations to the Independent ALT Shareholders with respect to the Han Subscription.

In formulating our recommendation, we have relied on the accuracy of the information and representations contained in the Circular, which have been provided by the Directors and have assumed all information and representations made or referred to in the Circular were true at the time they were made and continued to be true at the date of the Circular. We have also assumed that all statements of belief, opinion and intention made by the Directors in the Circular were reasonably made after due enquiry. We have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the Directors and have been advised by the Directors that no material facts have been omitted from the information provided and referred to in the Circular. We consider that we have reviewed sufficient information to reach an informed view and to justify reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our recommendation. We have not, however, conducted any independent investigation into the business and affairs or the future prospects of the Company.

BACKGROUND OF THE COMPANY

At the time of listing of the Company on the Stock Exchange in October 1998, it was principally engaged in the operation of bowling recreation centres in major cities within Fujian Province of the PRC. In 2000, the Company went through a series of changes in its shareholding structure and composition of the board of Directors, pursuant to which the principal business of the Company has been diversified into the provision of logistics technologies covering supply chain and logistics related services. Pursuant to the passing of a special resolution of the Company and the issuance of the certificate of incorporation by the Registrar of Companies in the Cayman Islands, the Company successfully changed its name from Wah Yik Holdings Company Limited to Asia Logistics Technologies Limited with effect from 31st July, 2000.

The Group has since undertaken a series of disposals and acquisitions and related activities in pursuit of its business diversifications into the provision of supply chain and logistics related services. In particular, the Group announced, on 3rd January, 2001, the acquisition of 51% interests in Han International, the principal business of which, following completion of the acquisition, comprised the provision of management and information

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LETTER FROM DTCFL

technology consultancy services and sale of software management solutions in the PRC. The beneficial interests of the Group in Han International were increased to approximately 57.1% pursuant to the sale of certain assets and business by the Group to Han International in consideration of the allotment and issue of shares of Han International as announced on 12th December, 2001. On 8th June, 2001, the Group announced that it has subscribed for two series of exchangeable notes in January and June of 2001 exchangeable for an aggregate of 100% share capital of Cyber Pilot Limited which owns a majority stake in a PRC company principally engaged in the provision of third party logistics and supply chain technology and consultancy services in the PRC. On 16th October, 2001, the Company further announced the acquisition of approximately 18.5% equity interests in New World CyberBase Limited, a company listed on the Main Board of the Stock Exchange principally engaged in the provision of one-stop-shop e-business solutions including software products, application solutions, network solutions and information technology services in the Greater China region (the Group’s equity interests in New World CyberBase Limited has been diluted to approximately 18.1% subsequently).

As described in the “Letter from the chairman” in the Circular, the Group now positions itself as a logistics technologies enabler specialising in logistics and supply chain management technologies with principal businesses including the provision of services in research and development, consultancy, implementation and turnkey solutions in relation to enterprises resources planning, e-supply chain management, e-logistics management, as well as the logistics value-added application service platform in the Greater China market.

PRINCIPAL FACTORS CONSIDERED

Terms of the Han Subscription

Under the Han Subscription Agreement, Legend (or its nominee) would subscribe for 2,550 new shares in Han International, representing approximately 51% of its entire issued share capital immediately after Completion at a consideration of HK$55,000,000, which is to be satisfied as to HK$35,000,000 by cash payable upon Completion and as to HK$20,000,000 by issuance and delivery by Legend to Han International of an interest-free promissory note. Pursuant to the Han Subscription Agreement, Legend agreed to (or procure its relevant subsidiary(ies) to) (i) novate, subject to Completion, certain existing business contracts in respect of information technology consultancy services entered into by the information technology consultancy business unit of Legend with an aggregate outstanding contract value of approximately RMB2,605,000 (equivalent to approximately HK$2,434,579) and any such further business contracts entered into before Completion; (ii) transfer approximately 92 employees (subject to a 20% upward or downward variance) from Legend’s information technology consultancy business unit; and (iii) transfer certain fixed assets (comprising mainly computers and other equipment) with a net book value of approximately RMB891,825 (equivalent to approximately HK$833,481) to Han International Group. In aggregation of the cash, promissory note, existing business contracts and fixed assets mentioned herein (and excluding any non-monetary business value created from the novation of the business contracts by Legend and the transfer of Legend’s employees to Han International Group), Legend

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LETTER FROM DTCFL

effectively subscribed for the 2,550 new shares of Han International at approximately HK$22,850 per share.

It is a term of the Han Subscription Agreement that the Group would exercise in full the rights attaching to the convertible notes issued by Han International to the Group on 21st January, 2002 for 141 new shares in Han International before Completion. Furthermore, the Han Subscription Agreement also stipulated that Han International would allot and issue, and each of the existing shareholders of Han International (being Vision On-line, Starling and UF) would subscribe for, in aggregate, 1,168 new shares in Han International at par before Completion.

A review on the historical price per share paid by the Group for the shares of Han International (either by way of subscription of shares, as consideration for sale of assets and business contracts or by way of conversion of convertible notes) prior to the Han Subscription reveals the following:

		Approximate	No. of shares	Approximate
		total	of Han	cost per
Transaction		consideration	International	share
		(HK$)		(HK$)
				(Note)
1	The acquisition and business	28,504,673	510	55,892
	transfer from Sinohelp in
	January 2001 (inclusive of paid
	up registered capital of
	RMB20,000,000)
2	The sale of certain assets and	9,345,794	141	66,282
	business contracts in December 2001
3	Conversion of the convertible notes	9,260,000	141	65,674
	before Completion
	Subtotal:	47,110,467	792	59,483
4	New shares to be issued to existing	5,522	708	7.8
	shareholders at par before Completion
	Total:	47,115,989	1,500	31,411

According to the above calculation, the effective price per share paid by Legend under the Han Subscription Agreement of approximately HK$22,850 represents a discount of approximately 27.3% over the adjusted average price per share paid by the Group.

– 18 –

LETTER FROM DTCFL

In arriving at our opinion as to whether the approximately 27.3% discount on the effective price per share paid by Legend under the Han Subscription Agreement is justifiable, we have considered the Directors’ view that (i) Han International Group will benefit from the business value of Legend’s information technology consultancy business being injected into Han International Group through the novation of business contracts and the transferal of employees and fixed assets; (ii) the Han Subscription is believed to generate business synergies and to foster a close working relationship for the Company, Han International Group and Legend; (iii) Legend is one of the most prominent information technology equipment manufacturers in the PRC; (iv) Han International Group will be able to capture Legend’s significant establishment and strong market presence in the PRC so as to widen its existing client base and to strengthen its competitive edge; and (v) the consolidation of the i-consulting business of Han International Group with that of Legend will facilitate the aim of Han International Group to become the largest management and information technology consulting firm in the PRC. Taking into account of the above, we consider that the discount on the effective price per share paid by Legend under the Han Subscription is justifiable.

Furthermore, as disclosed in the “Letter from the chairman” in the Circular, the unaudited consolidated net tangible asset value of Han International Group as at 31st December, 2001 was approximately HK$21,799,048. The effective price per share paid by Legend under the Han Subscription Agreement represents a premium of approximately 80% over the unaudited consolidated net tangible asset value per share of Han International Group as enlarged by the conversion of the convertible notes as mentioned in transaction numbered (3) contained in the table set out above. Moreover, according to the “Letter from the chairman” in the Circular, the unaudited consolidated net profit after tax of Han International Group for the period from 15th November, 2000 to 31st December, 2001 was approximately HK$3,640,353. The effective price per share paid by Legend under the Han Subscription Agreement therefore represents an annualised price earnings multiple of approximately 35.3 times. We consider that the price-tobook ratio and the earnings multiple derived from the effective price per share of Han International under the Han Subscription are relatively high compared to other profit making Main Board listed companies engaging in the information technology and/or e-commerce related businesses.

In consideration of the factors set out above in regards of Legend’s effective subscription price for 2,550 new shares of Han International, we consider the Han Subscription to be fair and reasonable so far as the Independent ALT Shareholders as a whole are concerned.

Han International and the expected benefits to be brought about by the Han Subscription

The business of Han International was originally operated under Sinohelp, which was beneficially owned as to 68% by Dr. Zhang, the founder and the key management personnel of Sinohelp. Pursuant to the acquisition agreement entered into between Vision On-line and Dr. Zhang on 3rd January, 2001, the entire business and assets under Sinohelp were transferred to Han International, pursuant to which the Group became the majority shareholder interested

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LETTER FROM DTCFL

in approximately 51% of the equity interests of Han International. At present, the board of directors of Han International includes nine directors (six of whom are nominated by the Group), with Dr. Zhang, being a director of Han International, principally responsible for the management, operations, business developments and technology developments of Han International. Since the acquisition and the business transfer and up to immediately before the Han Subscription, the Group has effected the following transactions with Han International:

• granting of a loan amounting to RMB10,000,000 to Han International for its general working capital purpose;

• sold certain assets (comprising mainly leasehold improvement, office and computer equipment) and business contracts in relation to the provision of consultancy, implementation and maintenance services to Han International (or its nominee(s)) at a consideration of RMB10,000,000 which was satisfied by the allotment and issue of shares of Han International to the Group with a view to (i) strengthen the ability of Han International to provide one stop solutions in enterprise resources planning, business process reengineering consulting, supply chain management and logistics solutions; (ii) enhance its client base; and (iii) broaden the range of services offered by Han International; and

• subscription of convertible notes issued by Han International in an aggregate principal amount of HK$9,260,000 for its general working capital purpose.

As disclosed in the announcement of the Company dated 3rd January, 2001, net profit after tax and extraordinary items attributable to the business being transferred to Han International, according to the unaudited management accounts of Sinohelp, amounted to approximately RMB393,370 (equivalent to approximately HK$367,636) for the year ended 31st December, 1998 and approximately RMB658,442 (equivalent to approximately HK$615,366) for the year ended 31st December, 1999. As further disclosed in the “Letter from the chairman” in the Circular, the unaudited consolidated net profit before and after tax of Han International Group for the period from 15th November, 2000 (being the date of incorporation) to 31st December, 2001 was approximately HK$5,492,883 and HK$3,640,353 respectively. The Directors attributed the improvement in the performance of Han International in part to the continuous supports from the Group in promoting the business of Han International.

With a view to significantly enhancing the future prospects of Han International in the field of management and information technology consulting in the PRC, Legend is to become the majority shareholder of Han International through the Han Subscription. Legend is one of the most prominent information technology equipment manufacturers in the PRC. In 2001, Legend has announced a new business strategy of transforming from a product-oriented to a service-oriented company. As disclosed in the 2001 interim report of Legend, it is also continuing to actively promote the development of management information systems. It is also stated in Legend’s 2001 interim report that it has established new research and development

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LETTER FROM DTCFL

alliances with foreign companies with the aim of tapping into the best of international technology and design developments.

The current board composition of Han International comprises nine directors whereby six of whom are nominated by the Group. At present, Dr. Zhang, being a director of Han International, is principally responsible for the management, operations, business developments and technology developments of Han International. Upon Completion, the board of directors of Han International will comprise 11 directors, six of whom will be nominated by Legend while three will be nominated by the Group. The management team of Han International following Completion will be determined by the new board of directors. The Directors anticipate that while Dr. Zhang will remain as a key member of the new management team of Han International, Legend will also transfer personnel from its information technology consulting business unit to join Han International Group with a view to further enhancing the business prospects of Han International Group.

Furthermore, as stated in the “Letter from the chairman” in the Circular, the Han Subscription is believed to generate business synergies and to foster a close working relationship for the Company, Han International Group and Legend. The Han Subscription will also enable Han International Group to obtain additional working capital to finance its further development and expansion, and to consolidate its i-consulting business with that of Legend with an aim to becoming the largest management and information technology consulting firm in the PRC. Furthermore, with Legend becoming the majority shareholder of Han International Group, it is believed that Han International Group will be able to benefit from Legend’s significant position and strong market presence in the PRC so as to widen its existing client base and to strengthen its competitive edge.

Taking into account the existing market position of Legend in the PRC, its new business strategy, its intention to promote the development of management information systems and its establishment of alliances with foreign companies with the aim of tapping into the best of international technology and design developments, we consider that both Han International Group and the Group will benefit from the business synergies to be created from the introduction of Legend as the majority shareholder of Han International under the Han Subscription.

We are aware of the dilution in the Group’s shareholding interests in Han International pursuant to the Han Subscription. We however concur with the Directors that through the continuous business development and growth of Han International Group, especially after Legend becoming a majority shareholder of Han International, the Company will be able to enhance its return on investment in Han International. On the bases set out above, we consider that the Han Subscription is in the interests of the Company and the Independent ALT Shareholders as a whole.

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LETTER FROM DTCFL

Financial effects on the Group

As referred to in the “Letter from the chairman” in the Circular, following Completion, the results of Han International Group will be deconsolidated from the results of the Group and will be equity accounted for thereafter. The Directors confirmed that the Group will continue to hold its remaining 30% interest in Han International as a long term investment. As stated in the “Letter from the chairman” in the Circular, the unaudited consolidated net tangible asset value of Han International Group as at 31st December, 2001 amounted to approximately HK$21,799,048. A brief comparison with the Group’s reported audited and unaudited net tangible asset value of approximately HK$245,343,000 and HK$312,509,000 as at 31st December, 2000 and 30th June, 2001 respectively revealed that the unaudited consolidated net tangible asset value of Han International Group as at 31st December, 2001 represented only approximately 8.9% and 7.0% of that of the Group as at 31st December, 2000 and 30th June, 2001 respectively. On this basis and without taking into account of the subscription of the 1,168 new shares of Han International at par by its existing shareholders, we consider that the deemed disposal of a total of approximately 27% of the Group’s interests in Han International will not significantly affect the net asset position of the Group.

On the other hand, based on the unaudited consolidated net asset value of Han International Group as at 31st December, 2001 and without taking into account the results of Han International Group during the period from 1st January, 2002 to the date of the Completion and any possible write-off of goodwill and subject to the completion of audit of the Group’s results for the year ending 31st December, 2002, there would be an estimated gain of approximately HK$6.8 million arising from the Han Subscription.

Notwithstanding that, as disclosed in the “Letter from the chairman” in the Circular, the unaudited consolidated net profit after tax of Han International Group for the period from 15th November, 2000 (being the date of incorporation) to 31st December, 2001 totaled approximately HK$3,640,353. The Group’s approximate 57.0% share of such profit thus amounted to approximately HK$2,075,001. We consider that a comparison with the Group’s net profit after tax reported for the year ended 31st December, 2000 is not appropriate, as according to the “Chairman’s statement” set out in the Group’s 2000 annual report, the financial results of the Group for the year ended 31st December, 2000 reflected mostly the performance of the bowling recreational activities, which the Group has disposed during 2000 and 2001. Annualised unaudited net profit after tax of the Group based on its unaudited six months results ended 30th June, 2001 amounted to approximately HK$3,728,000. The proportionate entitlement of the Group to the unaudited net profit after tax of Han International Group since its establishment up to 31st December, 2001 thus represents approximately 55.7% of the Group’s annualised unaudited net profit after tax for the six months ended 30th June, 2001. We consider such contribution from Han International Group to be significant. However, based on the Directors’ view on the potential future benefits and business prospects brought about to both the Group and Han International Group by the Han Subscription, we consider that the Group’s reduction in the proportional entitlement of profits from Han International Group is justifiable.

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LETTER FROM DTCFL

Furthermore, following the deconsolidation of Han International Group, the Company and the Group’s other major operating subsidiaries and entities such as the Xian Research and Development Centre and Xinganxian will continue to actively engage in the provision of a wide variety of information technology and e-logistics related services and solutions such as the implementation and turnkey solutions in relation to property management system, enterprise resources planning system, e-supply chain management system, e-logistics management system, logistics value-added application service platform and third party logistics solutions. As such, we consider that the deemed disposal of the Group’s interests in Han International Group should not have a material adverse effect on the Group’s overall principal businesses. On the bases set out above, we consider that the Han Subscription is fair and reasonable so far as the Independent ALT Shareholders as a whole are concerned.

CONCLUSION

Having considered the principal factors and reasons referred to the above, we consider that the Han Subscription is in the interests of the Company and the terms thereof are fair and reasonable so far as the Independent ALT Shareholders as a whole are concerned. Accordingly, we would advise the Independent Board Committee to recommend the Independent ALT Shareholders to vote in favour of the resolution to be proposed at the EGM to approve the Han Subscription.

Yours faithfully,

For and on behalf of

Deloitte & Touche Corporate Finance Limited Lawrence Chia Managing Director

– 23 –

GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the entering into of the Han Subscription Agreement, the ALT Subscription Agreement and the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

2. DISCLOSURE OF DIRECTORS’ INTERESTS

As at the Latest Practicable Date, save as disclosed below, none of the Directors had any other interests in the securities of the Company or any associated corporations (within the meanings of the SDI Ordinance) which were required to be notified to the Company and the Stock Exchange pursuant to Section 28 of the SDI Ordinance (including interests which they were deemed or taken to have under Section 31 or Part 1 of the Schedule to the SDI Ordinance) or which are required, pursuant to Section 29 of the SDI Ordinance, to be entered in the register referred to therein or which are required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies.

(i) The ALT Shares:

Approximate percentage of total issued share capital of the Company Number of as at the Latest Name of Directors ALT Shares held Practicable Date Mr. Lo Lin Shing, Simon (Note (a)) 1,129,758,000 35.50% Mr. Chan Ki (Note (b)) 297,700,000 9.35%

Notes:

• (a) These shares are beneficially owned by Golden Infinity Co., Ltd., a company incorporated in the British Virgin Islands whose entire issued share capital is legally and beneficially owned by Mr. Lo Lin Shing, Simon.

• (b) These shares are beneficially owned by Silver Valley Limited, a company incorporated in the British Virgin Islands whose entire issued share capital is legally and beneficially owned by Mr. Chan Ki.

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GENERAL INFORMATION

APPENDIX

(ii) Share options of the Company:

					No. of share
					options of the
					Company
	No. of share				outstanding as
	options of the			Exercise	at the Latest
Name of	Company		Exercise	price per	Practicable
Directors	granted	Date of grant	period	ALT Share	Date
Mr. Lo Lin Shing,	57,000,000	14th August, 2000	15th August, 2000 to	HK$0.284	57,000,000
Simon			14th August, 2003
	20,000,000	8th February, 2002	9th February, 2002 to	HK$0.150	20,000,000
			8th February, 2008
Mr. Chan Ki	57,000,000	14th August, 2000	15th August, 2000 to	HK$0.284	57,000,000
			14th August, 2003
Mr. Chan Wai	10,000,000	8th February, 2002	9th February, 2002 to	HK$0.150	10,000,000
Keung, Ringo			8th February, 2008
Mr. Yu Ansheng,	10,000,000	8th February, 2002	9th February, 2002 to	HK$0.150	10,000,000
Ben			8th February, 2008

3. SUBSTANTIAL SHAREHOLDERS

So far as is known, or can be ascertained after reasonable enquiry, by the Directors, other than Golden Infinity Co., Ltd. and Mr. Lo Lin Shing, Simon as disclosed in the section headed “Disclosure of Directors’ Interests” above, there is no person who, as at the Latest Practicable Date, was directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at any general meeting of the Company.

So far as is known, or can be ascertained after reasonable enquiry, by the Directors, as at the Latest Practicable Date, the persons (other than members of the Group) directly or indirectly interested in 10% or more of the issued share capital of the members of the Group (other than the Company) were as follows:

Approximate percentage of total issued share capital Name of the of the subsidiaries Name of subsidiaries substantial of the Company as at the of the Company shareholders Latest Practicable Date Han International Dr. Zhang 34.40% ( Note (a) ) Fusion Tech Mr. Lam Yan Chit 45.70% Holding Limited ( Note (b) ) (“FTH”)

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GENERAL INFORMATION

APPENDIX

Notes:

• (a) The approximately 34.40% equity interest in Han International is beneficially owned by Starling, a company incorporated in the British Virgin Islands whose issued share capital is wholly owned by Dr. Zhang.

• (b) The approximately 45.70% equity interest in FTH is beneficially owned by Southern Victory Developments Limited, a company incorporated in the British Virgin Islands whose issued share capital is wholly owned by Mr. Lam Yan Chit.

Save as disclosed above, so far is known, or can be ascertained after reasonable enquiry, by the Directors, as at the Latest Practicable Date, no other person was directly or indirectly interested in 10% or more of the issued share capital of any members of the Group.

4. EXPERT

DTCFL has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and references to its name in the form and context in which they appear.

As at the Latest Practicable Date, DTCFL was not beneficially interested in the share capital of any member of the Group nor did it have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group nor did it have any interest, either direct or indirect, in any assets which have been, since 31st December, 2000 (the date to which the latest published audited financial statements of the Company were made up), acquired or disposed of by or leased to or are proposed to be acquired or disposed of by or leased to any member of the Group.

5. LITIGATION

As at the Latest Practicable Date, none of the members of the Group was engaged in any litigation or arbitration proceedings of material importance and there was no litigation or claim of material importance known to the Directors to be pending or threatened by or against any members of the Group.

6. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors have entered into any service agreement with any member of the Group nor are there any other service agreements proposed which will not expire or be determinable by the Group within one year without payment of compensation (other than statutory compensation).

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GENERAL INFORMATION

APPENDIX

7. MISCELLANEOUS

• (i) As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31st December, 2000, the date to which the latest published audited financial statements of the Group were made up.

• (ii) As at the Latest Practicable Date, there is no contract or arrangement entered into by any member of the Group subsisting at the date thereof in which any Director is materially interested and which is significant in relation to the business of the Group.

• (iii) As at the Latest Practicable Date, none of the Directors has, or has had, any direct or indirect interest in any assets which have been acquired, disposed of or leased to, or which are proposed to be acquired, disposed of or leased to, the Company or any of its subsidiaries since 31st December, 2000, the date to which the latest published audited financial statements of the Group were made up.

• (iv) The registered office of the Company is P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, British West Indies and the principal place of business of the Company in Hong Kong is 37th Floor, New World Tower, 16-18 Queen’s Road Central, Hong Kong.

• (v) The company secretary of the Company is Mr. Kuan Chi Yuen, ACS, ACIS.

• (vi) The branch share registrars of the Company in Hong Kong is Abacus Share Registrars Limited at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong.

• (vii) The English text of this circular shall prevail over the Chinese text in case of any inconsistency.

8. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours (Saturdays and public holidays excepted) at the offices of Iu, Lai & Li Solicitors & Notaries at 20th Floor, Gloucester Tower, The Landmark, Central, Hong Kong from the date of this circular up to and including 29th April, 2002 and at the EGM:

• (i) the Memorandum and Articles of Association of the Company;

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GENERAL INFORMATION

APPENDIX

• (ii) the annual reports of the Company for the two years ended 31st December, 1999 and 2000 and the interim report of the Company for six months ended 30th June, 2001;

• (iii) the Han Subscription Agreement;

• (iv) the ALT Subscription Agreement;

• (v) the letter of advice from DTCFL, the text of which is set out on pages 15 to 23 of this circular;

• (vi) the written consent referred to in the paragraph headed “Expert” in this appendix;

• (vii) the circular of the Company dated 7th June, 2001 in relation to a discloseable transaction;

• (viii) the circular of the Company dated 29th June, 2001 in relation to a discloseable transaction;

• (ix) the circular of the Company dated 26th October, 2001 in relation to a discloseable transaction; and

• (x) the circular of the Company dated 13th March, 2002 in relation to a possible discloseable transaction.

– 28 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

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Asia Logistics Technologies Limited 亞 洲 物 流 科 技 有 限 公 司[*]

(Incorporated in the Cayman Islands with limited liability)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Asia Logistics Technologies Limited (the “Company”) will be held at 37/F., New World Tower, 16-18 Queen’s Road Central, Hong Kong on Monday, 29th April, 2002 at 3:00 p.m. for the purpose of considering and, if thought fit, passing the following resolutions, as ordinary resolutions:

ORDINARY RESOLUTIONS

1. “ THAT the conditional subscription agreement (the “Han Subscription Agreement”) dated 21st March, 2002 entered into between the Company, Dr. Zhang Hou Qi, 北京用 友軟件股份有限公司, Vision On-line Limited (“Vision On-line”), Starling Technology Limited, UF International Holdings Limited and Legend Holdings Limited (“Legend”) relating to the proposed subscription by Legend of 2,550 new ordinary shares of US$1.00 each in capital of Han International Consulting Company Limited, a copy of which has been produced at the Meeting marked “A” and signed by the Chairman for identification, be and is hereby approved, confirmed and ratified and that the transactions contemplated therein be and are hereby approved and that any one director of the Company be and is hereby authorised to do such acts and/or execute by hand or under seal such documents as he shall in his absolute discretion consider necessary, desirable or expedient to carry into effect or to give effect to the Han Subscription Agreement.”

2. “ THAT the entry into and performance by the Company of its obligations under the conditional subscription agreement (the “ALT Subscription Agreement”) dated 21st March, 2002 entered into between the Company and Grade Win International Limited (“Grade Win”), a wholly-owned subsidiary of Legend, relating to the proposed subscription by Grade Win of 159,121,700 new ordinary shares (the “New Shares”) of HK$0.01 each in capital of the Company, a copy of which has been produced at the Meeting marked “B” and signed by the Chairman for identification, including, but not limited to the granting of a specific mandate to the directors of the Company to issue and allot the New Shares pursuant to the provisions of the ATL Subscription Agreement be and is hereby approved, and that any one director of the Company be and is hereby authorised to do such acts and/or execute by hand or under seal such documents as he

* For identification only

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NOTICE OF EXTRAORDINARY GENERAL MEETING

shall in his absolute discretion consider necessary, desirable or expedient to carry into effect or to give effect to the ALT Subscription Agreement.”

By Order of the Board Kuan Chi Yuen

Company Secretary

Hong Kong, 10th April, 2002

Notes:

1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the meeting.

2. In order to be valid, the form of proxy together with the power of attorney or other authority (if any) under which it is signed, or notarially certified copy of such power or authority must be deposited at the branch share registrars of the Company in Hong Kong, Abacus Share Registrars Limited at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof.

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Asia Logistics Technologies Limited 亞 洲 物 流 科 技 有 限 公 司[*]

(Incorporated in the Cayman Islands with limited liability)

Form of proxy for use at the Extraordinary General Meeting to be held at 3:00 p.m. on 29th April, 2002

I/We [(note 1)] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

being the registered holder(s) of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . shares [(note 2)] of HK$0.01 each in the capital of Asia Logistics Technologies Limited (the “Company”) hereby appoint THE CHAIRMAN OF THE MEETING [(note 3)] , or failing him . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting (or at any adjournment thereof) of the Company to be held at 37/F., New World Tower, 16-18 Queen’s Road Central, Hong Kong on Monday, 29th April, 2002 at 3:00 p.m. in respect of the resolutions set out in the notice convening the said meeting as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit and on any other resolution properly put to the meeting.

For [(note 4)] Against [(note 4)]

Ordinary Resolution No. 1 Ordinary Resolution No. 2

Dated this day of 2002 Signature [(note 5)]

Notes :

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. If any proxy other than the Chairman of the Meeting is preferred, please delete the words “ THE CHAIRMAN OF THE MEETING ” and insert the name and address of the proxy desired in the space provided. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY .

4. IMPORTANT : IF YOU WISH TO VOTE FOR ANY OF THE RESOLUTIONS SET OUT ABOVE, PLEASE TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, TICK THE BOX MARKED “AGAINST”. Failure to tick the boxes will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

5. This proxy form must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, this proxy form must be under its common seal or under the hand of an officer or attorney duly authorized.

6. If more than one of the joint holders be present at the meeting personally or by proxy, that one of the said persons whose name stands first on the register of members in respect of the relevant shares will alone be entitled to vote in respect of them.

7. To be valid, this proxy form together with any power of attorney or other authority (if any) under which it is signed or notarially certified copy of such power or authority must be deposited at the branch share registrars of the Company in Hong Kong, Abacus Share Registrars Limited at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong not less than 48 hours before the time appointed for holding of the said meeting or any adjournment thereof.

8. A member is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company, but must attend the meeting in person to represent you.

9. Any alterations made in this form should be initialled by the person who signs it.

10. For identification only