Vision Values Holdings Ltd. — Capital/Financing Update 2014

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VISION VALUES HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability) (STOCK CODE: 862)

CONNECTED TRANSACTION

The Board is pleased to announce that the Company will commit approximately HK$11.9 million for exploration of mineral interests in Mongolia owned by the Joint Venture Group. The Joint Venture Company is currently owned as to 51% by Creative Way and 49% by Mr. Lo. At the time of the Acquisition, the Joint Venture Parties had not formulated any exploration plans or entered into any commitments on the development of the mineral interests owned by the Joint Venture Group.

As Mr. Lo is the chairman and executive director of the Company, and a substantial Shareholder holding 32.79% beneficial interest in the entire issued share capital of the Company, he is a connected person of the Company. At the time of the Acquisition, the Acquisition was an exempted connected transaction under Chapter 14A of the Listing Rules.

As a result of the commitment by the Company, the relevant percentage ratios recalculated in connection with the Acquisition under Rule 14.15(2) of the Listing Rules are less than 5%, therefore, pursuant to Chapter 14A of the Listing Rules, it is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirements.

INTRODUCTION

As stated in the Company’s 2013 annual report, the Company would continue to identify and seize suitable investment opportunities as when they arise. Pursuant to this business objective, Creative Way, a wholly owned subsidiary of the Company, acquired 51% equity interests of the Joint Venture Company from Mr. Lo at a nominal value of US$1.00 (equivalent to HK$7.8) in January 2014. At the time of the Acquisition, the Joint Venture Parties had not formulated any exploration plans or entered into any commitments on development of the mineral exploration interests owned by the Joint Venture Group.

THE JOINT VENTURE

The purpose of the Joint Venture is to discover whether there is any existence of mineral resources and development potential on the mineral interests owned by the Joint Venture Group in Mongolia. Under the preliminary assessment by professional experts, the exploration areas may have the potential of mineral resources existences, yet the types and quantities and development potential have to be further assessed by exploration.

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The contribution for pursuing the exploration shall be shared by the Joint Venture Parties in proportion to their respective equity interests in the Joint Venture Company.

Based on the assessment made by a professional consultant, the Joint Venture Parties estimated the costs for exploration and related expenses to be approximately HK$23.4 million. According to the equity interests owned by Creative Way in the Joint Venture Company, the Company will commit approximately HK$11.9 million on pro-rata basis for the exploration and related costs under the Joint Venture. The Joint Venture Company is expected to enter into exploration related contracts with potential contractors soon based on public tender.

INFORMATION OF THE JOINT VENTURE COMPANY AND THE JOINT VENTURE PARTIES

The Joint Venture Company is an investment holding company and through its indirect wholly owned subsidiary in Mongolia, holds several mineral exploration licenses in the southern and western parts of Mongolia. Apart from this, the Joint Venture Group has no other major assets or businesses. The total unaudited consolidated assets value of the Joint Venture Group as at 30 September 2013 was approximately HK$623,000.

Creative Way is a company incorporated under the law of the British Virgin Islands and a wholly owned subsidiary of the Company. Its principal business is investment holding.

Mr. Lo is the chairman of the Board, an executive Director and also a substantial Shareholder holding 32.79% beneficial interest in the entire issued share capital of the Company.

INFORMATION OF THE GROUP

The Group is principally engaged in the provision of network solutions and project services, property investment, and yacht building businesses.

REASONS FOR AND BENEFITS OF THE JOINT VENTURE ARRANGEMENT

Pursuant to the business development strategy of the Group as stated in the Company’s 2013 annual report, the Joint Venture will help to diversify the business of the Group.

The Joint Venture arrangement was arrived at after arm’s length negotiations. As the commitment for conducting the exploration is based on the fair assessment made by a professional consultant, and the amount of contribution to be made by each of the Joint Venture Parties is in proportion to their respective equity interests in the Joint Venture Company, the Directors (including the independent non-executive directors but excluding Mr. Lo who has been abstained from voting at the relevant board meeting), consider that the Acquisition is on normal commercial terms, fair and reasonable, and in the interests of the Company and the Shareholders as a whole.

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LISTING RULES IMPLICATIONS

As Mr. Lo is the chairman and executive director of the Company, and a substantial Shareholder holding 32.79% beneficial interest in the entire issued share capital of the Company, he is a connected person of the Company. At the time of the Acquisition, the Acquisition was an exempted connected transaction under Chapter 14A of the Listing Rules.

As a result of the commitment by the Company, the relevant percentage ratios recalculated in connection with the Acquisition under Rule 14.15(2) of the Listing Rules are less than 5%, therefore, pursuant to Chapter 14A of the Listing Rules, it is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirements.

GENERAL

The business under the Joint Venture Company is only at an initial stage and there is no guarantee that there will be viable commercial deposits for further development after exploration. Any further exploration, if any, will depend on the outcome of this exploration. If the Company makes further commitments for exploration, the Company will comply with the requirements of the Listing Rules. Shareholders and the public are reminded to exercise caution when dealing in the securities of the Company.

DEFINITIONS

In this announcement, the following terms have the same meanings as set out below:

• “Acquisition” the acquisition of 51% equity interests in the Joint Venture Company from Mr. Lo by Creative Way at a nominal value of US$1.00 (equivalent to HK$7.8) in January 2014

• “Board” the Board of Directors

• “Company” Vision Values Holdings Limited (Stock code: 862), a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange

• “connected has the meaning ascribed to it in the Listing Rules

• person(s)”

• “Creative Way” Creative Way Global Limited, a company incorporated under the law of the British Virgin Islands and a wholly owned subsidiary of the Company

• “Directors” the directors of the Company

• “Group” the Company and its subsidiaries

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By Order of the Board

Vision Values Holdings Limited Tang Chi Kei Company Secretary

Hong Kong, 7 April, 2014

As at the date of this announcement, the Board comprises five Directors, of which Mr. Lo Lin Shing, Simon and Mr. Ho Hau Chong, Norman are executive Directors, Mr. Tsui Hing Chuen, William JP, Mr. Lau Wai Piu and Mr. Lee Kee Wai, Frank are independent non-executive Directors.

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