09:42 VISION TECH<00922> - Announcement (7) The Subscriber is an investment holding company incorporated in the British Virgin Islands with limited liability. Save for the entering into the transactions described in the Subscription Agreements and the Loan Agreement, the Subscriber has not entered into any material agreement nor engaged in any business activities since its incorporation on 12th November, 2004. The Subscriber is beneficially owned as to 50% and 50% by Mr. Lau and Mr. Choi respectively. Mr. Lau and Mr. Choi are the directors of the Subscriber. The Subscriber, Mr. Lau and Mr. Choi are not connected persons of the Company or acting in concert with the Company or any of the directors, chief executive or substantial shareholders of the Company or its subsidiaries or any of their respective associates. Mr. Lau, aged 44, is currently the Executive Chairman, Managing Director and founder of Multifield International Holdings Limited and the Chairman of Oriental Explorer Holdings Limited. Shares of each of Multifield International Holdings Limited and Oriental Explorer Holdings Limited are listed on the Main Board of the Stock Exchange. Mr. Lau has over 18 years' experience in property investment and development, 20 years of experience in electronic field and 9 years of experience in metal trading business. Mr. Choi, aged 36, is currently an executive director of SW Kingsway Capital Holdings Limited. Shares of SW Kingsway Capital Holdings Limited are listed on the Main Board of the Stock Exchange. He is also the Chairman of Glory Future Group Limited, the shares of which are listed on the growth enterprise market of the Stock Exchange. Mr. Choi holds a Bachelor of Arts Degree from the University of British Columbia. He has extensive experience in the financing activities of corporate and property mortgage, real estate development and property investment. Mr. Choi is also currently a director of Kingsway International Holdings Limited, a company incorporated in Bermuda and listed on the Toronto Stock Exchange and being the ultimate holding company of SW Kingsway Capital Holdings Limited. Since all above-mentioned listed companies under which Mr. Lau and Mr. Choi hold offices are well-established and have been listed for many years, they are managed by the respective seasoned management teams and do not rely on any key personnel. The contributions of Mr. Lau and Mr. Choi to those listed companies are their management expertise, experience and business networks. In these listed companies, Mr. Lau and Mr. Choi are respectively involved mainly in formulating corporate strategy, and the key success factors of performing their roles are not primarily in time devotion but in their visions and leadership capability. Nevertheless, both Mr. Lau and Mr. Choi will ensure that a seasoned management team will be established to oversee the day-to-day operations of the Group and sufficient time will be devoted by each of them to the Group's business in terms of corporate stewardship and leadership after the appointments of their directorship in the Company. INTENTION OF THE SUBSCRIBER REGARDING THE GROUP The Subscriber does not have any intention as to when to exercise the Conversion Rights (in whole or in part), however, it intends to hold the Conversion Shares (upon exercise of the Conversion Rights, in whole or in part) for long-term investment purposes. It is the intention of the Subscriber that the Group should carry on its existing business in distribution of home appliance products. After completion of the Subscription Agreements, the Subscriber intends to conduct a detailed review of the business operation and financial position of the Group for the purpose of formulating suitable business plans and strategies for the Group's future business development with a view to strengthen the Group's overall business performance and in particular the overall cashflow and financial position of the Group. As the completion of the issue of the Note is conditional upon, among others, the Shareholders' approval, and, it is uncertain whether it will be materialised. Therefore, the Subscriber currently does not have nay concrete plan on the future development of the business of the Group. As of the date of this announcement, the Subscriber has no intention or plans to inject any assets or business of its own into the Group or to redeploy any assets of the Group immediately after completion of the Subscription Agreements. Although the Subscriber does not have any concrete plan on the future development of the business of the Group at present, the Subscriber believes that the experience and business networks of Mr. Lau and Mr. Choi in the past can help expand the Group's business operation. The public will hold approximately 7.82% of the then issued share capital of the Company assuming that the Capital Reorganisation having become effective and upon completion of the exercise of the Conversion Rights in full. Upon the exercise of the Conversion Rights, there may be less than 25% of the enlarged issued share capital of the Company in the hands of the public. In the circumstances, the Company and the Directors have undertaken to the Stock Exchange, and the Subscriber and its shareholders have undertaken to the Stock Exchange, the SFC and the Company respectively that unless the Subscriber has put in place a