09:20 G-VISION INT'L<00657>-Announcement&Resumption of Trading(4) B. WAIVER As at the date of this announcement, Golden Toy and Kong Fai hold approximately 8.91% and 61.09% of the issued share capital of the Company respectively. The entire issued share capital of Golden Toy and Kong Fai are beneficially owned by two discretionary trusts, the objects of which include members of the Cheng family, including Mr. Cheng Hop Fai (Chairman), Mrs. Cheng Kwok Kwan Yuk, Ms. Cheng Pak Ming, Judy and Miss Cheng Pak Man, Anita. Each of Golden Toy and Kong Fai has confirmed in writing that in the event that Shareholders' approval in respect of the Agreement is required, they will vote, or procure the voting of the Shares in which Golden Toy and Kong Fai and their respective associates are interested, in favour of the Agreement. Neither Golden Toy nor Kong Fai has any interest in the Transaction nor has any interest which is different from those of the other Shareholders. Shangrila is an associate of Chan Muk Ching. Bestview is a connected person of the Company only by virtue of it being an associate of Chan Muk Ching. Other than Shangrila's interest in Tanson, Bestview and its associates have no connection with the Group. Since none of Bestview, its directors, shareholders or associates has any interest in the Shares, no Shareholder would be required to abstain from voting. Since the passing of any resolution in respect of the Agreement by the Shareholders will be a foregone conclusion and no Shareholders will be required to abstain from voting, the expense to the Company of holding a Shareholders' meeting would be an unnecessary expense. In view of the aforesaid, 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 pursuant to Rules 14.44 and 14A.43 of the Listing Rules on the basis that no Shareholder is required to abstain from voting if the Company was to convene a general meeting for the approval of the Transaction and written approval from the independent Shareholder holding more than 50% of the issued share capital of the Company will be obtained. C. GENERAL An independent financial adviser will be appointed to advise the Independent Board Committee and the independent Shareholders on whether the terms of the Agreement are fair and reasonable so far as the Shareholders are concerned. A circular containing 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. D. DIRECTORS As at the date hereof, the executive Directors are Mr. Cheng Hop Fai (Chairman), Mrs. Cheng Kwok Kwan Yuk, Ms. Cheng Pak Ming, Judy, Miss Cheng Pak Man, Anita and Mr. Chan Ming Fai and the independent non-executive Directors are Mr. Law Toe Ming, Mr. Mark Yiu Tong, William and Ms. Kan Lai Kuen, Alice. E. TERMS USED IN THIS ANNOUNCEMENT "Agreement" the conditional agreement dated 5 January, 2005 entered into between CCC and Bestview "Assigned Loan" the interest-free loan of the principal amount of HK$10,491,000 due and owing by Tanson to CCC as at the date of the Completion "Bestview" Bestview International Investments Ltd., a company incorporated in Hong Kong and is held as to 60% by Chan Muk Ching and 40% by two independent third parties not connected with the Group or any of its directors, chief executives or substantial shareholders or their respective associates "Board" the board of directors of the Company "CCC" CCC Overseas Investments (BVI) Limited, a company incorporated in the British Virgin Islands and a wholly-owned subsidiary of the Company "CCC's Solicitors" the solicitors acting for CCC