10:29     VISION CENTURY<00535>-Announcement&Resumption of Trading(1)         

    The Stock Exchange of Hong Kong Limited takes no responsibility for the   
    contents of this announcement, makes no representation as to its          
    accuracy or completeness and expressly disclaims any liability            
    whatsoever for any loss howsoever arising from or in reliance upon the    
    whole or any part of the contents of this announcement.                   
                                                                              
    Vision Century Corporation Limited                                        
    (Incorporated in Bermuda with limited liability)                          
    (Stock Code: 535)                                                         
                                                                              
    ANNOUNCEMENT                                                              
                                                                              
    This announcement is made pursuant to Rule 13.09 of the Rules Governing   
    the Listing of Securities (the "Listing Rules") of The Stock Exchange     
    of Hong Kong Limited (the "Stock Exchange").                              
                                                                              
    Vision Century Corporation Limited (the "Company") wishes to announce     
    that the Company on 5 May 2005 received a proposal from Fraser and        
    Neave Limited ("F&N") for a possible acquisition by the Company from      
    F&N of a majority interest in two property development projects in        
    Shanghai, the People's Republic of China ("PRC") (the "Proposal"). The    
    proposed consideration for the Proposal, subject to valuation, is about   
    HK$1,015 million to be satisfied by way of the allotment and issue of     
    new shares in the Company to F&N at the proposed issue price of HK$0.19   
    per share. Vision Century Limited ("VCL") is currently a substantial      
    shareholder of the Company holding 1,566,891,340 shares in the Company    
    representing approximately 55.2% of the issued share capital of the       
    Company. VCL is a 50/50 joint venture owned by Fraser and Neave           
    Investments (Hong Kong) Limited ("F&N Investments"), a wholly owned       
    subsidiary of F&N, and Riverbook Group Limited, a wholly owned            
    subsidiary of Ascendas Land International Pte Ltd (collectively           
    "Ascendas group"). F&N and Ascendas group have been parties acting in     
    concert in respect of their present shareholding interests in the         
    Company, which represent more than 50% of the voting rights in the        
    Company. However, this Proposal is made solely by F&N and independently   
    of the Ascendas group. Following the Proposal, if completed, F&N's        
    shareholding in the Company will increase to more than 30%. F&N will      
    apply for a waiver of the obligation to make a general offer pursuant     
    to Rule 26.1 of the Hong Kong Code on Takeovers and Mergers ("Takeovers   
    Code") and the Proposal is conditional on, among other things, such       
    waiver being granted to F&N.                                              
                                                                              
    By virtue of Rule 14A.17 of the Listing Rules, the Proposal will          
    constitute a connected transaction for the Company and is required to     
    be made conditional on the approval by the independent shareholders of    
    the Company passed at a special general meeting to be held.               
                                                                              
    If the Proposal is proceeded with, Dr. Han Cheng Fong, Mr. Goh Yong       
    Chian, Patrick and Mr. Hui Choon Kit, each being a director or an         
    alternate director of the Company and a director or employee of F&N,      
    will abstain from voting in respect of the Proposal. F&N and its          
    associates are required to abstain from voting in respect of the          
    resolution to be proposed at the general meeting of the Company to        
    approve the Proposal.                                                     
                                                                              
    However, discussion relating to the Proposal is at a very preliminary     
    stage, and the Company is evaluating the Proposal. No decision has been   
    made and the Proposal may or may not proceed.                             
                                                                              
    Shareholders of the Company and potential investors are advised to        
    exercise caution when dealing in the shares of the Company.               
                                                                              
    Trading in the shares of the Company was suspended at the request of      
    the Company with effect from 9:30 am on 6 May 2005 pending the release    
    of this announcement. An application has been made by the Company to      
    the Stock Exchange for the trading in its shares to resume from 9:30 am   
    on 12 May 2005 following the publication of this announcement.            
                                                                              
    This announcement is made pursuant to Rule 13.09 of the Listing Rules.    
                                                                              
    The Company wishes to announce that the Company on 5 May 2005 received    
    a proposal from F&N for a possible acquisition by the Company from F&N    
    of a majority interest in two property development projects in            
    Shanghai, the PRC (the "Proposal"). The proposed consideration for the    
    Proposal, subject to valuation, is about HK$1,015 million to be           
    satisfied by way of the allotment and issue of new shares in the          
    Company to F&N at the proposed issue price of HK$0.19 per share. VCL is   
    currently a substantial shareholder of the Company holding                
    1,566,891,340 shares in the Company representing approximately 55.2% of   
    the issued share capital of the Company. VCL is a 50/50 joint venture     
    owned by F&N Investments, a wholly owned subsidiary of F&N, and           
    Riverbook Group Limited, a wholly owned subsidiary of Ascendas Land       
    International Pte Ltd. F&N and Ascendas group have been parties acting    
    in concert in respect of their present shareholding interests in the      
    Company, which represent more than 50% of the voting rights in the