United Goal Development Ltd. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - Cash bid made in Canada - Bid made in accordancewith the laws of Hong Kong - De minimis exemption unavailable because Hong Kong not recognized jurisdiction inOntario - Bid exempted from the requirements of Part XX, subject to certain conditions.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as amended, ss. 93(1)(e), 95 to 100 and 104(2)(c).

Recognition Orders Cited

In the Matter of the Recognition of Certain Jurisdictions (Clauses 93(1)(e) and 93(3((h) of Act) (1997) 20 OSCB 1035.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ALBERTA, BRITISH COLUMBIA,

ONTARIO AND QUEBEC

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM FOR

EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

UNITED GOAL DEVELOPMENT LIMITED

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of the provincesof Alberta, British Columbia, Ontario and Quebec (the "Jurisdictions") has received an application from United GoalDevelopment Limited ("UGD") for a decision under the securities legislation of the Jurisdictions (the "Legislation") thatthe formal take-over bid requirements in the Legislation, including the provisions relating to delivery of an offer and take-over bid circular and any notices of change or variation thereto, delivery of a directors' circular and any notices of changeor variation thereto, minimum deposit periods and withdrawal rights, take-up of and payment for securities tendered toa take-over bid, disclosure, financing, restrictions upon purchases of securities, identical consideration and collateralbenefits (collectively, the "Take-over Bid Requirements") do not apply to the proposed take-over bid offer (the "Offer")by UGD of all outstanding ordinary/common shares (the "Asean Ordinary Shares") of Asean Resources HoldingsLimited ("Asean") not already owned by UGD;

AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the "System")the Ontario Securities Commission (the "OSC") is selected as the principal regulator for this application;

AND WHEREAS UGD has represented to the Decision Makers that:

1. UGD is an international business company incorporated under the laws of the British Virgin Islands. UGD'sregistered office is located in the British Virgin Islands.

2. UGD's issued share capital as at December 30, 2000 consisted of two ordinary shares.

3. UGD is not a reporting issuer in Ontario, nor is it a reporting issuer or the equivalent in any other jurisdictionin Canada.

4. Asean is a corporation incorporated under the laws of Bermuda. Asean's principal office is located in HongKong.

5. Asean's issued share capital as at December 30, 2000 consisted of 1,286,482,836 Asean Ordinary Shares.The Asean Ordinary Shares are listed on the main board of The Stock Exchange of Hong Kong Limited.

6. Asean is not a reporting issuer in Ontario, nor is it a reporting issuer or the equivalent in any other jurisdictionin Canada.

7. The Offer was announced on November 25, 2000 and will be made to the holders of all the outstanding AseanOrdinary Shares not already owned by UGD (the "Asean Shareholders"). The Offer is an all cash offerwhereby UGD is offering to purchase each Asean Ordinary Share at $0.70 (Hong Kong dollars).

8. The Offer is being made in accordance with the laws of Hong Kong and The Codes on Takeovers and Mergersand Share Repurchases (the "Hong Kong Code"), and not pursuant to any exemptions from suchrequirements. The Hong Kong Code is regulated by the Hong Kong Securities and Futures Commission (the"HKSFC").

9. Pursuant to the Hong Kong Code, UGD has submitted to the HKSFC for its review and approval an offerdocument containing the terms and conditions of the Offer and prescribed disclosure (the "Offer Document").The Offer Document will not be mailed by UGD to Asean Shareholders until it is approved by the HKSFC.Pursuant to the Hong Kong Code, the Offer will have to remain open for a minimum of 21 days after the mailingof the Offer Document to Asean Shareholders.

10. There are a total of 18 Asean Shareholders with registered addresses inthe Jurisdictions (the "Canadian Shareholders").The Canadian Shareholders hold in the aggregate less than 2%of the issued and outstanding Asean Ordinary Shares as set outbelow:

11. UGD cannot rely on the de minimus exemption from the Take-over Bid Requirements because the DecisionMakers have not recognized Hong Kong for this purpose in the Legislation.

12. The Offer will be made on the same terms and conditions to the Canadian Shareholders as it has been madeto all Asean Shareholders, including offering identical consideration.

13. The Offer Document and all other material relating to the Offer, including any amendments, that will be sentby UGD to Asean Shareholders residing outside Canada shall concurrently be sent to the CanadianShareholders and filed with the Decision Makers.

AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each of theDecision Makers (the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test contained

in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met;

THE DECISION of the Decision Makers under the Legislation is that UGD is exempt from the Take-over BidRequirements in making the Offer to the Canadian Shareholders provided that:

(a) the Offer and all amendments to the Offer are made in compliance with the laws of Hong Kong,including the Hong Kong Code; and

(b) the Offer Document and all other material relating to the Offer, including any amendments, that aresent by or on behalf of UGD to Asean Shareholders residing outside Canada are concurrently sentto the Canadian Shareholders and copies of such material are filed as nearly as practicablecontemporaneously with the Decision Maker in each Jurisdiction.

January 22, 2001.

"J. A. Geller"       "R. Stephen Paddon"