09:41     VISION TECH<00922> - Announcement (4)                               

            The Company has undertaken to the Stock Exchange that the         
    Company will notify the Listing Division of the Stock Exchange without    
    delay upon any assignment or transfer, whether in whole or in part, of    
    the Note to or for the benefit of any connected persons (as defined in    
    the Listing Rules) of the Company.                                        
                                                                              
    Voting:        The Noteholder will not be entitled to attend or vote at   
    any meeting of the Company by reason of being the Noteholder.             
                                                                              
    Redemption option:        Subject to early conversion by the Subscriber,  
    the Subscription Agreements provided that the Company shall repay such    
    principal moneys outstanding under the Note to the Noteholder together    
    with all interest accrued thereon up to and including the date of         
    repayment on the third anniversary of the date of issue of the Note and   
    there is no redemption option available to the Company.                   
                                                                              
    3.        Conditions to the issue of the Note                             
    Completion of the issue of the Note is conditional upon, among others,    
    the following having taken place on or before the Condition Date:         
                                                                              
    i.        the Shareholders shall have approved by way of a poll at the    
    SGM on or before 30th April, 2005;                                        
                                                                              
    a.        The Capital Reduction reducing the par value of the Shares in   
    issue or to be issued to HK$0.01 per Share;                               
                                                                              
    b.        the granting by the Executive or any of his delegates of the    
    Whitewash Waiver to the Subscriber in respect of its obligation to make   
    a mandatory general offer to the Shareholders for their Shares as a       
    result of the issue of the Conversion Shares in accordance with Note 1    
    on dispensations from Rule 26 of the Takeovers Code;                      
                                                                              
    c.        the entering into the Subscription Agreements;                  
                                                                              
    d.        the issue of the Note and the allotment and issue of the        
    Conversion Shares upon the exercise of the Conversion Rights attaching    
    thereto;                                                                  
                                                                              
    e.        the issue of the certificates to be issued in respect of the    
    Note upon the terms and subject to the conditions contained therein; and  
                                                                              
    f.        all transactions as may be contemplated under the Subscription  
    Agreements;                                                               
                                                                              
    ii.        completion of the Capital Reduction on or before 30th April,   
    2005;                                                                     
                                                                              
    iii.        the Stock Exchange not cancelling the listing status of the   
    Company;                                                                  
                                                                              
    iv.        the Stock Exchange shall have lifted or granted the lifting    
    of (either unconditionally or subject to conditions to which neither the  
    Company nor the Subscriber reasonably object) the suspension of trading   
    in the Company's securities;                                              
                                                                              
    v.        if so required, the Bermuda Monetary Authority shall have       
    approved the issue of the Note and the Conversion Shares upon exercise    
    of the Conversion Rights;                                                 
                                                                              
    vi.        the SFC shall have granted (either unconditionally or subject  
    to conditions to which neither the Company nor the Subscriber reasonably  
    object) the Whitewash Waiver to the Subscriber in respect of its          
    obligation to make a mandatory general offer to the Shareholders for      
    their Shares as a result of the issue of the Conversion Shares in         
    accordance with Note 1 on dispensations from Rule 26 of the Takeovers     
    Code; and                                                                 
                                                                              
    vii.        the Listing Committee of the Stock Exchange shall have        
    granted (either unconditionally or subject to conditions to which         
    neither the Company nor the Subscriber reasonably object) listing of and  
    permission to deal in the Conversion Shares.                              
                                                                              
    If the conditions (save and except for the condition vi above which       
    cannot be waived) are not fulfilled or waived by the Subscriber as        
    provided for in the Subscription Agreements on or before the Condition    
    Date, the Subscription Agreements will lapse and become null and void     
    and the parties will be released from all obligations hereunder, save     
    the liabilities for any antecedent breaches hereof.                       
                                                                              
    4.        Completion of issue of the Note                                 
    Subject to all the conditions prescribed under the Subscription           
    Agreements being satisfied (or, as the case may be, waived), completion   
    of the issue of the Note will take place on the third Business Day        
    following the date on which the Conditions Precedent are fulfilled or