09:43 VISION TECH<00922> - Announcement (9) Company from HK$60 million to HK$360 million by the creation of an additional 3,000,000,000 Shares. The proposed increase in the authorised share capital of the Company is subject to approval by the Shareholders at the SGM. CAPITAL REORGANISATION The Directors propose to put forward the following to the Shareholders to effect the Capital Reorganisation: (a) the reduction of the nominal value of each Reduced Share in issue from HK$0.1 to HK$0.01 by way of cancellation of HK$0.09 from the paid-up capital on each Reduced Share; (b) the application of the total credit arising from the Capital Reduction to set off part of the accumulated losses of the Company as at 31st March, 2004 as shown in the audited accounts of the Company for the year ended 31st March, 2004; and (c) the reduction of the Share Premium Account by HK$42,823,000 and the application of the credit arising therefrom to eliminate the part of the accumulated losses of the Company as at 31st March, 2004 as shown in the audited accounts of the Company for the year ended 31st March, 2004. As at the date of this announcement, the authorised share capital of the Company was HK$60,000,000 divided into 600,000,000 Shares of HK$0.1 each, and the issued share capital of the Company was HK$36,460,000 divided into 364,600,000 Shares. The nominal value of the paid up capital and the sums standing to the credit of the Share Premium Account as set out in the Company's audited accounts for the year ended 31st March, 2004 were approximately HK$36,460,000 and HK$42,823,000 respectively. The Company had no outstanding options, warrants or other securities convertible into or giving rights to subscribe for the Shares as at the date of this announcement. Based on the number of issued Shares as at the date of this announcement, the Capital Reduction will cause the paid up capital of the Company to be reduced by approximately HK$32,814,000, thus resulting in the creation of a reserve of approximately HK$32,814,000. Such amount will be applied to eliminate part of the accumulated losses of the Company as at 31st March, 2004. The sums standing to the credit of the Share Premium Account as at 31st March, 2004 amounted to HK$42,823,000, the whole portion of which will be applied to set-off against the part of the accumulated losses of the Company as at 31st March, 2004. The accumulated losses of the Company as at 31st March, 2004 amounted to approximately HK$165,734,000. Upon the increase in the authorised share capital and the Capital Reorganisation becoming effective, the authorised share capital of the Company will be HK$36,000,000 comprising 3,600,000,000,000 Reduced Shares and the issued share capital of the Company will be HK$3,646,000 divided into 364,600,000 Reduced Shares. The Shares are currently traded in board lots of 2,000 Shares and the market value per board lot of the Shares is HK$98 (based on the closing price of HK$0.049 per Share as quoted on the Stock Exchange on 6th February, 2003, being the last trading day prior to the publication of this announcement). The Reduced Shares will be traded in board lots of 50,000 and the estimated market value per board lot of the Reduced Shares will be HK$2,450 (based on the closing price of HK$0.049 per Share as quoted on the Stock Exchange on 6th February, 2003, and assuming the Capital Reorganisation becomes effective). The Reduced Shares, when issued, will rank pari passu in all respects with each other and the Capital Reorganisation will not result in any change in the relative rights of the Shareholders. Conditions of the Capital Reorganisation The Capital Reorganisation will be conditional upon, inter alia, the following: (a) the passing of a special resolution by the Shareholders at the SGM to approve the Capital Reorganisation; and (b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Reduced Shares to be issued upon the Capital Reorganisation becoming effective. The Capital Reorganisation will become effective on the Business Day following the passing of the relevant resolutions approving the Capital Reorganisation at the SGM and the Listing Committee of the Stock Exchange granting listing of, and permission to deal in, the Reduced Shares in issue resulting from the Capital Reorganisation. Further announcement(s) will be made by the Company to inform the Shareholders