10:29 VISION CENTURY<00535>-Announcement&Resumption of Trading(2) 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 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. Brief particulars of the two property development projects in Shanghai which are subject of the Proposal are as follows: (A) Property 1 is located at Shanghai city, PRC with a site area of about 1.4 hectares; and (B) Property 2 comprises two pieces of land located in the suburban area of Shanghai, PRC with a total site area of about 70 hectares. The Ascendas group has no interest, whatsoever, in the abovementioned property projects. Save as disclosed herein, the board of directors of the Company ("Board") confirms that there are no other negotiations or agreements relating to intended acquisitions or realizations which are discloseable under Rule 13.23 of the Listing Rules; neither is the Board aware of any matter discloseable under the general obligation imposed by Rule 13.09 of the Listing Rules, which is or may be of a price-sensitive nature. 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. As at the date hereof, the Board comprises one executive director, namely Mr. Ang Ah Lay; five non-executive directors, namely Dr. Han Cheng Fong (whose alternate is Mr. Hui Choon Kit), Ms. Chong Siak Ching (whose alternate is Mr. Goh Kok Huat), Mr. Goh Yong Chian, Patrick, Mr. Lew Syn Pau (whose alternate is Mr. Goh Toh Sim) and Ms. Wang Poey Foon, Angela; and three independent non-executive directors, namely Mr. Alan Howard Smith, J.P., Mr. Kwong Che Keung, Gordon and Mr. Hui Chiu Chung, J.P.. By Order of the Board Vision Century Corporation Limited Ang Ah Lay Executive Director and Chief Executive Officer Hong Kong, 11 May 2005 The Directors of the Company jointly and severally accept full responsibility for the accuracy of information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.