Vision Values Holdings Ltd. — Share Issue/Capital Change 2001

May 22, 2001

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.

Asia Logistics Technologies Limited

亞 洲 物 流 科 技 有 限 公 司 *

(the "Company")

(Incorporated in the Cayman Islands with limited liability)

PLACING OF EXISTING SHARES

AND

SUBSCRIPTION FOR NEW SHARES

The Vendor (which presently holds 902,522,000 of the issued shares of the Company) has agreed to place, through the Placing Agent, 328,660,000 shares in the share capital of the Company to independent investors at a price of HK$0.175 per Share. On completion of the Placing, the Vendor will subscribe for 505,846,000 new Shares at the price of HK$0.175 per Share. The Placing is made on a "best efforts" basis by the Placing Agent. Completion of the Subscription is subject to the satisfaction of certain conditions (including a waiver from the SFC) as described below. If these conditions are not fulfilled, the Subscription will not proceed. The Placing Shares represent approximately 12.76% of the existing issued share capital of the Company of 2,576,588,000 Shares and approximately 10.66% of the Company's issued share capital as enlarged by the Subscription of 505,846,000 new Shares. The net proceeds from the Subscription of approximately HK$86.9 million will be used by the Company and its subsidiaries for general working capital purposes. The Vendor has approximately 35.03% interest in the Company as at the date of this announcement which will be reduced to approximately 22.27% immediately upon completion of the Placing and will then be increased to approximately 35.03% immediately upon completion of the Subscription. The Placing is subject to termination on the occurrence of certain events, set out in greater detail below, at any time before completion of the Placing Agreement.

A. PLACING OF 328,660,000 EXISTING SHARES

Placing agreement dated 21st May, 2001 was entered into between the Vendor and the Placing Agent containing the following terms:

Vendor: The Vendor, the controlling shareholder of the Company.

Number of Placing Shares: Up to 328,660,000 Shares to be placed, representing approximately 12.76% of the existing issued share capital of the Company of 2,576,588,000 Shares and approximately 10.66% of the issued capital of the Company as enlarged by the issue of 505,846,000 new Shares under the Subscription. 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 placed to third parties.

Placing price: HK$0.175 per Placing Share. This price was agreed after arm's length negotiations and represents (i) a discount of approximately 6.91% to the closing price of HK$0.188 per Share as quoted on the Stock Exchange on the last trading day of the Shares immediately before and including the date of this announcement; and (ii) a discount of approximately 7.89% to the average closing price of approximately HK$0.190 per Share as quoted on the Stock Exchange for the last ten trading days of the Shares immediately before and including the date of this announcement.

Placing Agent: The Placing Agent is not a director, chief executive or substantial shareholder of any member of the Group or any of their respective associates.

The Placing Agent will receive a placement commission of 2.5% on the gross proceeds of the Placing.

Placees: The Placing Shares will be placed to not less than six placees (which will be individual, corporate and/or institutional investors) will be independent of and not connected with the directors, chief executive or substantial shareholders of any member of the Group or any of their respective associates. It is expected that no placee will become a substantial shareholder of the Company as a result of the Placing.

Termination: The Placing is subject to termination on the occurrence of certain events prior to completion of the Placing, including:

(a) any material breach of the warranties given by the Vendor under the Placing Agreement; or

(b) the Shares being suspended for more than 3 trading days; and

(c) certain events of force majeure which might adversely affect the Placing including (i) the introduction or amendment of any laws which may affect the Company, (ii) any event which might adversely affect political, economic or stock market conditions, or (iii) any deterioration in the conditions of local or international securities markets.

The directors of the Company are not aware of the occurrence of any of such events as at the date of this announcement.

Completion: Completion of the Placing is expected to take place on or before 28th May, 2001.

B. SUBSCRIPTION OF 505,846,000 NEW SHARES

Subscription agreement dated 21st May, 2001 was entered into between the Vendor and the Company containing the following terms:

Subscriber: The Vendor.

Number of The Company will issue 505,846,000 new Shares to the Vendor

Subscription Shares: representing approximately 19.63% of the existing issued share capital of the Company and approximately 16.41% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares under the Subscription.

Subscription Price: HK$0.175 per Subscription Share. Subject to the Subscription being completed, the Company will bear the costs and expenses in connection with the Placing and the Subscription which are estimated to be approximately HK$1.6 million. Any interest earned by the Vendor on the moneys raised by the Placing, between the date of completion of the Placing and the date of completion of the Subscription, will be paid to the Company.

General Mandate: The Subscription 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 general meeting held on 28th June, 2000. The general mandate has not been utilised prior to entering into the Subscription Agreement.

Ranking of The Subscription Shares will rank

Subscription Shares: equally with Shares in issue at the time of issue and allotment of the Subscription Shares.

Use of Proceeds: The net proceeds from the Subscription, of approximately HK$86.9 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 Subscription is conditional upon:

(a) the Stock Exchange granting listing of and permission to deal in the Subscription Shares;

(b) the Executive granting a waiver to the Vendor from any obligation to make a general offer under Rule 26 of the Takeovers Code arising pursuant to the Vendor entering into the Subscription Agreement; and

(c) completion of the Placing.

The above conditions may not be waived by either party to the Subscription Agreement.

Application will be made to the Stock Exchange to grant the listing of and permission to deal in the Subscription Shares. Application will be made to the Executive for the waiver. The listing of the Subscription Shares and the grant of the waiver may not be granted, if so, the Placing and the Subscription will not proceed.

Completion: Under the Listing Rules, the Subscription must be completed within 14 days from the date of the Subscription Agreement, that is, on or before 4th June, 2001, failing which the Subscription shall cease and terminate.

C. EFFECT OF THE PLACING AND SUBSCRIPTION

The shareholding of the Vendor in the Company immediately before completion of the Placing and the Subscription, immediately after completion of the Placing but before completion of the Subscription, and immediately after completion of both the Placing and the Subscription are and will be as follows:

Shareholding in the No. of Shares in the

Company held by Company held by

the Vendor (Note) the Vendor (Note)

Immediately before the Placing and the Subscription 35.03% 902,522,000

Immediately after the Placing but before the Subscription 22.27% 573,862,000

Immediately after the Placing and the Subscription 35.03% 1,079,708,000

Note: The figures are set out on the assumption that other than the Subscription Shares, no new Shares are issued or purchased by the Company and other than the Placing Shares no Shares are sold or purchased by the Vendor, in each case after the date of this announcement up to the date of the completion of the Subscription

D. REASON FOR THE PLACING AND SUBSCRIPTION

In view of the current market conditions, the directors of the Company consider that the Placing and Subscription 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.

The Company has on 21st May, 2001 entered into a non-binding memorandum of understanding ("MOU") with an independent third party ("Third Party") not connected with the chief executive, substantial shareholders and the directors of the Company and its subsidiaries or an associate of any of them. The Third Party is a company incorporated in the PRC and engaged in the tobacco industry. It is proposed that the Company will provide consultancy services including logistics and supply chain services and personnel training in relation to logistics services to the Third Party. It is also proposed that the Company will invest with the Third Party for the formation of a modernised automated warehouse and logistics distribution centre in the PRC. The Company will issue further announcement in relation to this transaction if it is required under Chapter 14 of the Listing Rules and as and when appropriate. However, as the MOU is not binding, the transaction contemplated under the mou may or may not proceed, and if it proceeds, may be on different terms. Investors should exercise caution when dealing in the securities of the Company.

E. DEFINITIONS

The following defined terms are used in this Announcement:

"associates" has the meaning ascribed thereto in the Listing Rules

"Company" Asia Logistics Technologies Limited

"Executive" the executive director of the Corporate Finance Division of the SFC

"Group" the Company and its subsidiaries

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange

"Placing Agent" Tai Fook Securities Company Limited, a registered dealer under the Securities Ordinance

"Placing Agreement" placing agreement between the Vendor and the Placing Agent dated 21st May, 2001

"Placing Shares" up to 328,660,000 Shares to be placed by the Placing Agent pursuant to the Placing Agreement

"Placing" the placing of the Placing Shares pursuant to the Placing Agreement

"PRC" the People's Republic of China

"SFC" the Securities and Futures Commission

"Shares" ordinary shares of HK$0.01 each in the capital of the Company

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Subscription Agreement" subscription agreement between the Vendor and the Company dated 21st May, 2001

"Subscription Shares" 505,846,000 Shares to be subscribed for by the Vendor pursuant to the Subscription Agreement

"Subscription" the subscription for the Subscription Shares pursuant to the Subscription Agreement

"Vendor" Golden Infinity Co., Limited, a company incorporated in the British Virgin Islands

By order of the board of directors of

Asia Logistics Technologies Limited

Chan Ki

Vice Chairman

Hong Kong, 21st May, 2001

* For identification only

"Please also refer to the published version of this announcement in the Hong Kong i-mail"