09:44     VISION TECH<00922> - Announcement (12)                              

    3.1 of the agreement dated 30th December, 2004 in respect of the issue    
    of the Note between the Company and Subscriber                            
                                                                              
    "Conversion Rights"        means the rights attached to the Note to       
    convert the principal amount (or any part(s) thereof) thereof into        
    Conversion Shares                                                         
                                                                              
    "Conversion Shares"        the Shares to be issued by the Company upon    
    exercise by the Noteholder of its Conversion Rights                       
                                                                              
    "Director(s)"        director(s) of the Company                           
                                                                              
    "Executive"        the Executive Director of the Corporate Finance        
    Division of the SFC or any delegate of the Executive Director             
                                                                              
    "HK$" and "cents"        Hong Kong dollar(s) and Hong Kong cent(s)        
    respectively, being the lawful currency of Hong Kong                      
                                                                              
    "Hong Kong"        Hong Kong Special Administrative Region of the PRC     
                                                                              
    "Group"        the Company and its subsidiaries                           
                                                                              
    "Independent Shareholders"        Shareholders other than Arko            
    Resources, the Directors who hold Shares and any other Shareholder who    
    are involved in or interested in the Subscription Agreements or the Loan  
    Agreement or the application for the Whitewash Waiver, and any other      
    their respective associates and any parties acting in concert with them   
                                                                              
    "Interest Rate"        the prime or best lending rate as quoted by The    
    Hong Kong and Shanghai Banking Corporation Limited in Hong Kong from      
    time to time plus 2% per annum                                            
                                                                              
    "Kingston"        Kingston Trading Limited, a company incorporated in     
    Hong Kong on 20th July, 2004 and an indirect wholly owned subsidiary of   
    the Company                                                               
                                                                              
    "Listing Rules"        the Rules Governing the Listing of Securities on   
    the Stock Exchange                                                        
                                                                              
    "Loan Agreement"        the agreement entered into between Kingston and   
    the Subscriber dated 30th December, 2004 pursuant to which the            
    Subscriber has provided a term loan facility in the amount of up to HK$3  
    million to Kingston at interest rate of 2% over prime rate per annum      
                                                                              
    "Mr. Choi"        Mr. Michael Koon Ming Choi                              
                                                                              
    "Mr. Lau"        Mr. Lau Chi Yung, Kenneth                                
                                                                              
    "Note"        the convertible note in the principal sum of HK$30,000,000  
    to be issued by the Company to Subscriber pursuant to the Subscription    
    Agreements                                                                
                                                                              
    "Noteholder(s)"        the person(s) who is/are for the time being the    
    registered holders of the Note                                            
                                                                              
    "Reduced Share(s)"        share(s) of HK$0.01 each in the share capital   
    of the Company upon the Capital Reorganisation becoming effective         
                                                                              
    "SFC"        the Securities and Futures Commission                        
                                                                              
    "SGM"        a special general meeting of the Company to be convened for  
    the purpose of considering and, if thought fit, approving, among other    
    things, the issue of the Note, the Whitewash Waiver, increase in          
    authorised share capital and the Capital Reduction                        
                                                                              
    "Share Premium Account"        the share premium account of the Company   
                                                                              
    "Shareholders"        shareholders of the Company                         
                                                                              
    "Shares"        shares of HK$0.10 each in the share capital of the        
    Company                                                                   
                                                                              
    "Stock Exchange"        The Stock Exchange of Hong Kong Limited           
                                                                              
    "Subscriber"        CEO Ventures Limited, a company which is              
    incorporated in the British Virgin Islands and owned as to 50% by Mr.     
    Lau, and the remaining 50% interest is owned by Mr. Choi                  
                                                                              
    "Subscription Agreements"        the agreement dated 30th December, 2004  
    together with the supplemental agreements dated 8th February, 2005 and    
    7th March, 2005 in respect of the issue of the Note between the Company   
    and Subscriber                                                            
                                                                              
    "Takeovers Code"        Hong Kong Code on Takeovers and Mergers