Vision Values Holdings Ltd. — Share Issue/Capital Change 2000

Jun 9, 2000

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

(Incorporated in Cayman Islands with limited liability)

PLACING OF NEW SHARES UNDER GENERAL MANDATE

The Company has conditionally agreed to place, through the Placing Agent, up to 400,000,000 new ordinary Shares to independent investors at a price of HK$0.30 per Share.

The Placing is made on a "best efforts" basis by the Placing Agent.

The Placing Shares represent approximately 18.7% of the existing issued share capital of the Company of 2,129,210,200 Shares and approximately 15.8% of the Company's issued share capital as enlarged by the Placing. The net proceeds from the Placing of approximately HK$117 million will be used by the Company and its subsidiaries for general working capital purposes.

The Placing is conditional upon the Stock Exchange granting listing of and permission to deal in the Placing Shares.

Trading in the Shares and warrants of the Company was suspended from 2:47 p.m. on 7th June, 2000 at the request of the Company pending the issue of this announcement and application has been made to The Stock Exchange of Hong Kong Limited for the resumption of trading of the Shares and warrants of the Company from 10:00 a.m. on 9th June, 2000.

Placing Agreement dated 8th June, 2000

Placing Agent:	The Placing Agent will receive a placement commission of 2% on the gross proceeds of the Placing. The Placing Agent is independent of and not connected with the Company nor with the directors, chief executive or substantial shareholder of the Company, and any of their subsidiaries or any of their respective associates (as defined in the Listing Rules).

Placees:

Silver Valley Limited (which is beneficially owned by Mr. Chan Ki) and Golden Tripod Telecom Limited (which is beneficially owned by the Golden Tripod Group, which is the foreign investment arm of the Xinhua News Agency in Hong Kong) have agreed to subscribe for 300,000,000 and 100,000,000 Placing Shares respectively. Mr. Chan Ki is Chairman and Chief Executive Officer of the Anderson Group which is principally engaged in the businesses of hi tech investments and property developments in China. Both of the placees are independent of and not connected with the Company nor with the directors, chief executive or substantial shareholders of the Company, and any of their subsidiaries or any of their respective associates (as defined in the Listing Rules).

Placing Price:	The Placing Price is HK$0.30 per Placing Share. This price was agreed after arm's length negotiations and represents (i) a discount of approximately 32.59% to the closing price of HK$0.445 per Share quoted on the Stock Exchange on the last trading day of the Shares immediately before suspension on 7th June, 2000; and (ii) a discount of approximately 9.37% to the average closing price per Share of approximately HK$0.331 per Share as quoted on the Stock Exchange for the last ten full trading days of the Shares immediately before and including the date of this Announcement.
	The net proceeds of the Placing is required to be paid to the Company at completion of the Placing.
Rights:	The Placing Shares will on issue rank equally with the existing Shares.
Number of Placing Shares:	400,000,000 new Shares are to be placed, representing approximately 18.7% of the existing issued share capital of the Company of 2,129,210,200 Shares and approximately 15.8% of the issued capital of the Company as enlarged by the Placing of 400,000,000 Shares. The Placing is being undertaken by the Placing Agent on a "best efforts" basis and is not underwritten. The Placing will proceed in respect of such number of the Placing Shares as the Placing Agent successfully places to third parties.

Substantial shareholders:

Assuming all the Placing Shares are placed, the percentage shareholding in the Company of the current major shareholder (and only substantial shareholder). Best Millennium Ltd., will be reduced from 42.3% to 35.6% of the enlarged issued share capital. Assuming Silver Valley Limited subscribes for 300,000,000 Placing Shares, it will hold 11.9% of the enlarged issued share capital of the Company following the Placing.

General Mandate:	The Placing Shares will be issued pursuant to the general mandate to allot, issue and deal with Shares granted to the directors of the Company by resolution of its shareholders passed at the Company's extraordinary general meeting held on 1st November, 1999. The general mandate has not been utilised prior to entering into the Placing Agreement.

Use of Proceeds:	The net proceeds from the Placing, of approximately HK$117 million, will be used by the Group for general working capital purposes. At present, no specific purposes have been identified by the Company.

Conditions:	The Placing is conditional upon the Listing Committee of the Stock Exchange granting listing of, and permission to deal in, the Placing Shares. Application will be made by the Company to the Stock Exchange for the grant of the listing of and permission to deal in the Placing Shares.

Completion:	The Placing is expected to be completed not later than 21st June, 2000. The Placing Agreement will lapse if the Conditions are not satisfied by 20th June, 2000 unless the parties agree otherwise.

Reasons for the Placing:

In view of the current market conditions, the directors of the Company consider that the Placing represents a good opportunity to raise further working capital for the Company while at the same time broadening its shareholder and capital base. The additional working capital will enable the Company to consider further expansion or investment opportunities. However, at present, the Company has no specific expansion or investment proposals.

Appointment of Directors:	The Company intends to appoint Mr. Zhang GuoLiang, the director of Xinhua News Agency, Hong Kong Branch and Mr. Chan Ki as directors of the Company upon the completion of the Placing.

Warrants:	The Company presently has outstanding warrants. No adjustment to the subscription price under the warrants arises as a result of the Placing.

General:	The directors of the Company consider the terms of the Placing Agreement to be fair and reasonable and in the interests of the Company and the shareholders of the Company as a whole.

	The Company will use all reasonable endeavors to ensure that there will be sufficient public float for the Shares immediately after the Placing.

Suspension:	Trading in the Shares and warrants of the Company was suspended from 2:47 p.m. on 7th June, 2000 at the request of the Company pending the issue of this announcement and application has been made to The Stock Exchange of Hong Kong Limited for the resumption of trading of the Shares and warrants of the Company from 10:00 a.m. on 9th June, 2000.

Definitions

The following defined terms are used in this announcement:

"Company"	Wah Yik Holdings Company Limited
"Conditions"	the conditions to be satisfied prior to completion of the Placing, as stated above under the heading "Conditions"
"Group"	the Company and its subsidiaries
"Listing Rules"	Rules Governing the Listing of Securities on the Stock Exchange
"Placing"	placing of the Placing Shares pursuant to the Placing Agreement
"Placing Agent"	Tai Fook Securities Company Limited
"Placing Agreement"	agreement dated 8th June, 2000 between the Company and the Placing Agent
"Placing Shares"	400,000,000 new ordinary Shares
"Shares"	shares of HK$0.01 each in the share capital of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited

By order of the board of directors of

Wah Yik Holdings Company Limited

Dr. Chan Kwok Keung, Charles

Director

Hong Kong, 8th June, 2000

*for identification only