09:40 VISION TECH<00922> - Announcement (3) The Company is currently in the third stage of the delisting procedures under Practice Note 17 to the Listing Rules, and it currently does not have a sufficient level of operations or have tangible assets of sufficient value that can be demonstrated to the Stock Exchange to warrant continued listing of the Shares as required under Rule 13.24 of the Listing Rules. Trading in Shares has been suspended with effect from 9:30 a.m. on 6th February, 2003 and remains suspended until further notice. SUBSCRIPTION AGREEMENTS THE NOTE 1. The holders of the Note Subject to the satisfaction or waiver of the conditions referred to in paragraph 3 below, (i) the Note will be issued in the name of Subscriber or its nominee(s); and (ii) the consideration for the issue of the Note will be settled by the Subscriber as to HK$3,000,000 to be satisfied by effecting an assignment of debt in respect the indebtedness under the Loan Agreement from the Subscriber to the Company; and as to HK$27,000,000 to be satisfied by payment by cash. The Subscriber and its ultimate beneficial owners are independent third parties and are not connected persons and/or their associates (both as defined under the Listing Rules) of the Company. Arko Resources has no interest in the Subscriber. 2. Principal terms of the Note The principal terms of the Note are summarised below: Issuer: The Company Principal amount: The subscription amount of HK$30,000,000 will be settled by the Subscriber as to HK$3,000,000 to be satisfied by effecting an assignment of debt in respect the indebtedness under the Loan Agreement from the Subscriber to the Company; and as to HK$27,000,000 to be satisfied by payment by cash. Exclusivity: Upon signing of the Subscription Agreements, the Company agreed not to directly or indirectly through any representative or otherwise, solicit offers from any other party relating to, or negotiate with or discuss with any other party relating to such other party's proposal, if any, on, the investment in interests in the Company including the share capital of the Company or any injection of capital into the Company or any of its subsidiaries or any issue of shares of the Company or any disposal of assets of the Company or any of its subsidiaries up to the close of business on 30th April, 2005. Interest: At the Interest Rate from the date of issue on the principal amount of the Note outstanding payable semi-annually in arrears. Maturity: The Company shall repay principal amount outstanding under the Note to the Noteholder together with all interest accrued on the third anniversary of the date of the issue of the Note. Completion date: The third Business Day following the date on which the Conditions Precedent are fulfilled or such other date as the Company and the Subscriber may agree for the issue of Note. Conversion price: HK$0.01 per Share subject to adjustment for, among other matters, subdivision or consolidation of Shares, bonus issues, capital reduction, rights issues and other events which have diluting effects on the issued share capital of the Company. It is expected that a maximum of 3,000,000,000 Reduced Shares could be issued and there is no restriction on the subsequent sale of the Conversion Shares. Conversion period: The Noteholder will have the right to convert the whole or part of the principal amount of the Note into Shares at any time and from time to time, from the date of issue of the Note up to the third anniversary of the issue of the Note in amounts not less than HK$1,000,000 on each conversion, save that if any time, the principal outstanding amount of the Note is less than HK$1,000,000, the whole (but not part only) of the principal amount of the Note may be converted. Ranking of the Shares to be issued upon conversion shall rank pari passu in all respects with all other existing Shares Conversion Shares: outstanding at the date of the conversion notice and be entitled to all dividends and other distributions the record date of which falls on a date on or after the date of the conversion. Transferability: Subject to any requirements of the Stock Exchange, the Note may be assigned or transferred to any one in whole or in part of its principal amount outstanding and the Company shall facilitate any such assignment or transfer of the Note, including making any necessary applications to the Stock Exchange.