09:19     G-VISION INT'L<00657>-Announcement&Resumption of Trading(1)         

    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.                                
                                                                              
    G-VISION INTERNATIONAL (HOLDINGS) LIMITED                                 
    (Incorporated in Bermuda with limited liability)                          
    (Stock Code: 657)                                                         
                                                                              
    MAJOR AND CONNECTED TRANSACTION                                           
                                                                              
    The Directors announce that on 5 January, 2005, the Group                 
    entered into the conditional Agreement with Bestview for the              
    sale of the Sale Shares, the assignment of the Assigned Loan              
    and for the discharge of Tanson's liabilities and obligations             
    to repay the Waived Loan. Bestview is a connected person (as              
    defined under the Listing Rules) of the Company.                          
                                                                              
    The Transaction constitutes a major and connected transaction             
    of the Company under the Listing Rules and is subject to the              
    approval of the Shareholders (excluding those Shareholders                
    prohibited by the Listing Rules from voting on the resolution)            
    voting at a special general meeting convened to approve the               
    Agreement. No Shareholder will be required to abstain from                
    voting. The Company has applied to the Stock Exchange pursuant            
    to Rules 14.44 and 14A.43 of the Listing Rules for a waiver               
    from the requirement under the Listing Rules for the Company              
    to hold a general meeting to seek Shareholders' approval in               
    respect of the Agreement.                                                 
                                                                              
    The Directors consider that the terms of the Agreement have               
    been negotiated on an arm's length basis and are normal                   
    commercial terms which are fair and reasonable so far as the              
    Shareholders are concerned.                                               
                                                                              
    A circular containing, inter alia, details of the Transaction,            
    the opinion of the Independent Board Committee and the advice             
    of the independent financial adviser will be despatched to                
    the Shareholders as soon as practicable.                                  
                                                                              
    At the request of the Company, trading in the Shares has been             
    suspended with effect from 9:30 a.m. on 6 January, 2005.                  
    Application has been made for the resumption of trading in                
    the Shares with effect from 9:30 a.m. on 10 January, 2005                 
    following the issue of this announcement.                                 
                                                                              
    A.    THE AGREEMENT                                                       
    On 5 January, 2005, CCC entered into the Agreement with                   
    Bestview for the sale of the Sale Shares, the assignment of               
    the Assigned Loan and for the discharge of Tanson's                       
    liabilities and obligations to repay the Waived Loan.                     
                                                                              
    1.    Principal terms of the Agreement                                    
    Date:   5 January, 2005                                                   
                                                                              
    Parties:   (i)    CCC as the vendor; and                                  
    (ii)    Bestview as the purchaser                                         
                                                                              
    Shares to be sold:   the Sale Shares                                      
                                                                              
    Assigned Loan and    (i) CCC shall assign and transfer and                
    Bestview shall purchase                                                   
    Waived Loan:   the Assigned Loan;                                         
                                                                              
    (ii) CCC shall release and discharge Tanson from its                      
    liabilities and obligations to repay the Waived Loan                      
                                                                              
    The Waived Loan represents the outstanding amount of loan                 
    after deduction of the Assigned Loan due and owing by Tanson              
    to CCC as at the date of the Completion. As at 30 September,              
    2004, a sum of HK$60,122,000 was due and owing by Tanson to               
    CCC. On the basis of the outstanding amount due by Tanson to              
    CCC as at 30 September, 2004, the Assigned Loan and the Waived            
    Loan would amount to HK$10,491,000 and HK$49,631,000                      
    respectively. Upon Completion, the Waived Loan on a                       
    dollar-for-dollar basis shall be waived by CCC.                           
                                                                              
    Board:   The existing board of directors of Tanson comprising             
    three directors appointed by CCC will resign from directorship.           
                                                                              
    Total Consideration :   HK$10,500,000