Vision Values Holdings Ltd. — Proxy Solicitation & Information Statement 2004

Jun 1, 2004

==> picture [82 x 36] intentionally omitted <==

ASIA LOGISTICS TECHNOLOGIES LIMITED 亞洲物流科技有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 862)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “meeting”) of the shareholders of Asia Logistics Technologies Limited (the “Company”) will be held at 11:00 a.m. on Friday, 25 June 2004 at Room Elbrus, Pacific Place Conference Centre, Level 5, One Pacific Place, 88 Queensway, Hong Kong for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT:

   • (a) subject to the fulfilment of the conditions in respect of the Subscription (as defined below) as set out in the Company’s circular dated 2 June 2004 (the “Circular”), a copy of which has been tabled at the meeting and marked “A” and signed for the purpose of identification by the Chairman of the meeting:

     • (i) the subscription (the “Subscription”) of (a) 4,166,666,667 new ordinary shares of HK$0.01 each in the Company (the “Subscription Shares”); and (b) a convertible note (the “Subscription Note”) with a face value of HK$1,200 million convertible into new ordinary shares of the Company (the “Conversion Shares”), by Power Palace Group Limited (“PPG”) pursuant to a subscription agreement (the “Subscription Agreement”) dated 29 March 2004 entered into between the Company and PPG, a copy of which has been produced and marked “B” and signed by the Chairman of the meeting for the purpose of identification, be and is hereby approved and the signing of the Subscription Agreement by Mr. Lo Lin Shing, Simon, a director of the Company, be and is hereby approved, confirmed and ratified;

     • (ii) the terms of the Subscription Note, a copy of which has been produced and marked “C” and signed by the Chairman of the meeting for the purpose of identification, be and is hereby approved; and

     • (iii) the issue and allotment of the Subscription Shares, the issue of the Subscription Note and the issue of any Conversion Shares which may fall to be issued upon the conversion of the Subscription Note be and are hereby approved and the directors of the Company be and are hereby authorised to issue the Subscription Shares, the Subscription Note and any Conversion Shares which may fall to be issued upon the conversion of the Subscription Note and to sign or execute such other documents or agreements or deeds on behalf of the Company and to do such other things and to take all such actions as they consider necessary or desirable for the purposes of giving effect to the Subscription Agreement; and

– 1 –

(b) subject to completion of the Subscription Agreement taking place:

  - (i) the authorised share capital of the Company be and is hereby increased on the day next following the date of completion of the Subscription Agreement from HK$100,000,000 to HK$2,000,000,000 by creating 190,000,000,000 shares of HK$0.01 each or (if the ordinary resolution numbered 4 as set out in the notice convening the meeting at which this resolution is proposed is passed) 1,900,000,000 shares of HK$1.00 each; 

  - (ii) and conditional upon the passing of the special resolution numbered 5 as set out in the notice convening the meeting at which this resolution is proposed) the distribution of a total of 1,600,419,388 ordinary shares of HK$0.02 each in New World CyberBase Limited by way of a distribution in specie utilising the credit arising from the ALT Capital Reduction as defined in the Circular to the shareholders of the Company whose names appear in the register of members of the Company at the close of business on 25 June 2004 be and is hereby approved; and 

  - (iii) the directors of the Company be and are hereby authorised generally to do all things appropriate to effect and implement the foregoing.” 

1. “ THAT subject to the passing of the ordinary resolution numbered 1 as set out in the notice convening the meeting at which this resolution is proposed and the fulfilment of the other conditions in respect of the Acquisition (as defined below) as set out in the Circular (as defined in the ordinary resolution numbered 1 as set out in the notice convening the meeting at which this resolution is proposed):

   • (a) the acquisition (the “Acquisition”) by the Company of the entire issued share capital of New World PCS Holdings Limited from New World Telephone Holdings Limited (“NWTHL”) pursuant to a sale and purchase agreement dated 29 March 2004 (the “Acquisition Agreement”) entered into between NWTHL as vendor and the Company as purchaser, a copy of which has been produced to the meeting and marked “D” and signed for the purpose of identification by the Chairman of the meeting, be and is hereby approved and the signing of the Acquisition Agreement by Mr. Lo Lin Shing, Simon, a director of the Company, be and is hereby approved, confirmed and ratified; and

   • (b) the directors of the Company be and are hereby authorised to sign or execute such other documents or agreements or deeds on behalf of the Company and to do such things and to make all such actions as they consider necessary or desirable for the purposes of giving effect to the Acquisition.”

2. “ THAT subject to the passing of the ordinary resolution numbered 1 as set out in the notice (“Notice”) convening the meeting at which this resolution is proposed, the waiver to be granted by the Securities and Futures Commission to PPG (as defined in the ordinary resolution numbered 1 as set out in the Notice) together with parties acting in concert with it, pursuant to Note 1 of the Notes on Dispensations from Rule 26 of the Hong Kong Code on Takeovers and Mergers, waiving any obligation on the part of PPG and parties acting in concert with it to make mandatory general offers for all the securities of the Company other than those already owned or agreed to be acquired by PPG and parties acting in concert with it, as a result of the issue and allotment of the Subscription Shares (as defined in the ordinary resolution numbered 1 as set out in the Notice), be and is hereby approved.”

– 2 –

1. “ THAT conditional upon: (a) the completion of the Subscription Agreement (as defined in the ordinary resolution numbered 1 as set out in the notice (the “Notice”) convening the meeting at which this resolution is proposed); and (b) the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of and permission to deal in the shares of HK$1.00 each in the Company to be created under the Share Consolidation (as defined below) with effect from 9:30 a.m. on the earlier of: (i) the business day next following the date of completion of the Subscription Agreement (as defined in the ordinary resolution numbered 1 as set out in the Notice); or (ii) such other date as any director of the Company may agree with PPG (as defined in the ordinary resolution numbered 1 as set out in the Notice):

   • (A) every 100 existing issued or unissued shares of the Company be and are hereby consolidated (the “Share Consolidation”) into one consolidated share of HK$1.00 (“Consolidated ALT Share”) provided that any fractional entitlements to a Consolidated ALT Share shall be aggregated and sold, the proceeds of which to be retained for the benefit of the Company;

   • (B) the directors of the Company be and are hereby authorised generally to do all things appropriate to effect and implement the foregoing.”

SPECIAL RESOLUTIONS

1. “ THAT the amount standing to the credit of the share premium account of the Company on the date on which this resolution is passed be and is hereby reduced and cancelled and applied by the directors of the Company in accordance with the articles of association of the Company and all applicable laws in the manner referred to as the ALT Capital Reduction described in the Circular (as defined in the ordinary resolution numbered 1 as set out in the notice convening the meeting at which this resolution is proposed) and the directors of the Company be and are hereby authorised generally to do all things appropriate to effect and implement the ALT Capital Reduction.”

2. “ THAT subject to and conditional upon the completion of the Acquisition Agreement (as defined in the ordinary resolution numbered 2 as set out in the notice convening the meeting at which this resolution is proposed), the English name of the Company be changed to “New World Mobile Holdings Limited” and a new Chinese name of 「新世界移動控股有限公司」be adopted by the Company as part of the registered name of the Company.”

By Order of the Board Tsang Yuet Kwai Company Secretary

Hong Kong, 2 June 2004

Principal place of business in Hong Kong:

21st Floor

Asia Orient Tower Town Place 33 Lockhart Road Wanchai Hong Kong

– 3 –

The Board of Asia Logistics Technologies Limited comprises:

Executive directors:

LO Lin Shing, Simon (Chairman) , CHAN Ki (Vice Chairman) , CHAN Wai Keung, Ringo (Chief Executive Officer) , YU Ansheng, Ben, LO Lin Kwong and ZHAO Rui

Non-executive directors:

Dr. CHENG Kar-Shun, Henry and HO Hau Chong, Norman

Independent non-executive directors:

TO Hin Tsun, Gerald and WEI Chi Kuan, Kenny

Notes:

1. A form of proxy for use at the meeting is unclosed with the Circular.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer, attorney or other person authorised to sign the same.

3. Any member entitled to attend and vote at the meeting is entitled to appoint one or more than one proxy to attend and vote instead of him/her. A proxy need not be a member of the Company.

4. 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 a notarially certified copy of such power or authority, must be lodged with the branch share registrars of the Company in Hong Kong, Abacus Share Registrars Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting thereof (as the case may be).

5. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

6. Where there are joint registered holders of any ordinary share in the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the meeting, the more senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand on the register of members of the Company in respect of the joint holding.

7. In accordance with Rule 2.9 of the Hong Kong Code on Takeovers and Mergers, ordinary resolution numbered 3 will be determined by way of poll.

8. The register of members of the Company will be closed from Wednesday, 23 June 2004 to Friday, 25 June 2004, both dates inclusive, during which period no transfer of shares will be registered. In order to determine the entitlement to attend and vote at the meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the branch share registrars of the Company in Hong Kong, Abacus Share Registrars Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong no later than 4:00 p.m. on Monday, 21 June 2004.

• For identification purposes only

Please also refer to the published version of this announcement in The Standard.

– 4 –