09:42     VISION TECH<00922> - Announcement (6)                               

    Immediately after the Capital                                             
            Capital Reorganisation and        Reorganisation but before       
    Reorganisation and                                                        
            the conversion of the Note        the conversion of the Note      
    the conversion of the Note                                                
            Number                                Number of                   
            Number of                                                         
            of Shares                                Reduced Shares           
                    Reduced Shares                                            
            directly and                                directly and          
                    directly and                                              
    Name of Shareholders        indirectly held                %              
    indirectly held                %                indirectly held           
    %                                                                         
                                                                              
    Arko Resources (Note)        71,134,000                19.51              
    71,134,000                19.51                71,134,000                 
    2.11                                                                      
    Tanton Holdings Limited        30,100,000                8.26             
    30,100,000                8.26                30,100,000                  
    0.89                                                                      
                                                                              
    Directors                                                                 
    Yang Chun Thomas        186,000                0.05                       
    186,000                0.05                186,000                0.01    
    Lam Kwok Ming        190,000                0.05                190,000   
            0.05                190,000                0.01                   
    Subscriber        Nil                Nil                Nil               
    Nil                3,000,000,000                89.16                     
    Public        262,990,000                72.13                            
    262,990,000                72.13                262,990,000               
    7.82                                                                      
                                                                              
                                                                              
                                                                              
    Total        364,600,000                100%                364,600,000   
            100%                3,364,600,000                100%             
                                                                              
                                                                              
                                                                              
    Note:                                                                     
                                                                              
    The issued share capital of Arko Resources is owned by Mrs. Pei Chen Chi  
    Kuen Delia, the Chairman and an executive Director.                       
                                                                              
    WHITEWASH WAIVER                                                          
    Upon exercise of the Conversion Rights in whole for the Conversion        
    Shares, the Subscriber and its concert parties will hold approximately    
    89.2% of the enlarged issued share capital of the Company. In the         
    absence of the Whitewash Waiver, the Subscriber and parties acting in     
    concert with it will be required under Rule 26 of the Takeovers Code to   
    make a general offer for all the issued Shares not already owned or       
    controlled by the Subscriber and parties acting in concert with it. The   
    Subscriber will, however, make an application to the Executive pursuant   
    to Note 1 on Dispensations from Rule 26 of the Takeovers Code for the     
    Whitewash Waiver for future conversion of the Note of its obligations     
    under the Takeovers Code to make a mandatory general offer for all the    
    Shares other than those already held by the Subscriber together with      
    parties acting in concert with it (if any) when if granted, will be       
    subject to Independent Shareholders' vote by way of a poll at the SGM.    
                                                                              
    The granting of the Whitewash Waiver from the Executive is one of the     
    Conditions Precedent to the Subscription Agreements. This condition       
    cannot be waived under the Subscription Agreements. If the Whitewash      
    Waiver is granted, the Subscriber will not be required to make a general  
    offer to Shareholders under Rule 26 of the Takeovers Code as a result of  
    the issue and allotment of the Conversion Shares.                         
                                                                              
    Other than pursuant to the Subscription Agreements and the Loan           
    Agreement, neither the Subscriber nor any parties acting in concert with  
    it was interested in any Shares, options, warrants, derivatives or        
    securities convertible into Shares as at the date of this announcement,   
    nor had they dealt in the Shares during the six months prior to the date  
    of this announcement.                                                     
                                                                              
    As far as the Board is aware, the Subscriber, the Company, and            
    party(ies) acting in concert with them are independent of, not connected  
    with, and not acting in concert with the Company, the directors,          
    substantial shareholders and chief executives of the Company, its         
    subsidiaries and their respective concert parties and associates (as      
    defined in the Listing Rules).                                            
                                                                              
    The Company does not hold any shares in the Subscriber.                   
                                                                              
    INFORMATION ON THE SUBSCRIBER