09:43     VISION TECH<00922> - Announcement (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.                   
                                                                              
    This announcement has been prepared pursuant to, and in order to comply   
    with, the Listing Rules and the Takeovers Code and does not constitute    
    an offer to buy, or the solicitation of an offer to sell or subscribe     
    for, any securities or an invitation to enter into an agreement to do     
    any such things, nor is it calculated to invite any offer to buy, sell    
    or subscribe for any securities.                                          
                                                                              
    VISION TECH INTERNATIONAL HOLDINGS LIMITED                                
    (Incorporated in Bermuda with limited liability)                          
    (Stock Code: 922)                                                         
                                                                              
    CEO VENTURES LIMITED                                                      
    (Incorporated in the British Virgin Islands with limited liability)       
                                                                              
    PROPOSED ISSUE OF CONVERTIBLE NOTE                                        
    AND                                                                       
    WHITEWASH WAIVER                                                          
    AND                                                                       
    LOAN AGREEMENT OF HK$3,000,000                                            
    AND                                                                       
    INCREASE IN AUTHORISED SHARE CAPITAL                                      
    AND                                                                       
    PROPOSED CAPITAL REORGANISATION INVOLVING                                 
    CAPITAL REDUCTION                                                         
                                                                              
    LAPSE OF SUBSCRIPTION AGREEMENTS AND                                      
    WITHDRAWAL OF CIRCULAR                                                    
                                                                              
    The Subscriber has notified the Company on 3 May, 2005 that it had        
    treated the Subscription Agreements to have lapsed and become null and    
    void.                                                                     
                                                                              
    The Board announces that except for the Loan Agreement which was          
    completed on 30 December 2004, all proposals regarding, among other       
    things, the issue of the Note, the Whitewash Waiver, the increase in      
    the authorised share capital of the Company and the Capital               
    Reorganization as mentioned in the joint announcement made by the         
    Company and the Subscriber dated 8 March 2005 have lapsed. Accordingly,   
    no circular of the Company in respect of the details of the foregoing     
    proposals will be despatched.                                             
                                                                              
    Reference is made to the joint announcement issued by Vision Tech         
    International Holdings Limited (the "Company") and CEO Ventures Limited   
    (the "Subscriber") dated 19 April 2005. Terms used herein shall have      
    the same meanings as those defined in the said announcement unless the    
    context requires otherwise.                                               
                                                                              
    LAPSE OF SUBSCRIPTION AGREEMENTS AND WITHDRAWAL OF CIRCULAR               
                                                                              
    Since the Listing Committee has approved the delisting of the shares of   
    the Company on the Stock Exchange in accordance with Practice Note 17     
    to the Listing Rules, the Conditions Precedent thereof, which include,    
    among other things, the Stock Exchange not canceling the listing status   
    of the Company, have not been fulfilled on or before the Condition Date   
    of 30 April 2005 The Subscriber has notified the Company on 3 May, 2005   
    that it had treated the Subscription Agreements to have lapsed and        
    become null and void.                                                     
                                                                              
    In view of the abovementioned circumstances, the Board announces that     
    except for the Loan Agreement which was completed on 30 December 2004,    
    all proposals regarding, among other things, the issue of the Note, the   
    Whitewash Waiver, the increase in the authorised share capital of the     
    Company and the Capital Reorganization as mentioned in the joint          
    announcement made by the Company and the Subscriber dated 8 March 2005    
    have lapsed. Accordingly, no circular of the Company containing, among    
    other things, further details of the Subscription Agreements, the         
    Whitewash Waiver, the increase in the authorized share capital and the    
    proposed Capital Reorganization together with the recommendation from     
    the independent board committee of the Company, the advice from the       
    independent financial adviser and a notice convening the SGM will be      
    despatched and the SGM as will have been mentioned in such circular       
    will not be held. As far as the Directors are aware of and barring any    
    unforeseen circumstances, the lapse of the Subscription Agreements is     
    not expected to have any adverse impact on the Group's financial          
    position.                                                                 
                                                                              
    Further announcement regarding the listing status of the Company will     
    be made in accordance with the Listing Rules.