10:29 CHINA SCI-TECH<00985> - Announcement & Resumption (12) this announcement. An application has been made by the Company to the Stock Exchange for the trading in the Shares to resume from 9:30 a.m. on 4 February 2005 following the publication of this announcement. Shareholders and potential investors should note that the New Shares Placing and the CN Placing are subject to conditions to be fulfilled. Shareholders and potential investors are reminded to exercise caution when dealing in the Shares. As at the date of this announcement, the executive Directors are Mr. Chiu Kong (Chairman), Mr. Kwan Kam Hung, Jimmy, Mr. Hui Richard Rui and Mr. Wang Guangtian and the independent non-executive Directors are Mr. Ong Peter, Mr. Miu Frank H. and Mr. Yu Pan. DEFINITIONS `associates' has the meaning given to that term in the Listing Rules `Board' the board of Directors `CN Placing' the Convertible Notes to be placed through the Placing Agent pursuant to the terms of the CN Placing Agreement in relation to the CN Placing `CN Placing Agreement' the conditional placing agreement dated 1 February 2005 entered into between the Company and the Placing Agent `Company' China Sci-Tech Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the Stock Exchange `connected person(s)' has the meaning given to that term in the Listing Rules `Consolidation' the proposed shares consolidation of the issued and unissued ordinary shares of the Company by consolidating ten Shares into one New Share `Conversion Shares' those shares to be converted upon conversion in particular the aggregate of 200,000,000 New Shares falling to be issued if full exercise of the conversion rights attached to the Convertible Notes at the initial conversion price of HK$0.30 per New Share (subject to adjustment) `Convertible Notes' the convertible redeemable notes to be issued by the Company in the aggregate principal amount of HK$60,000,000 `Director(s)' director(s) of the Company `EGM' extraordinary general meeting of the Company to be convened to approve the matter(s) referred to herein `Group' the Company and its subsidiaries `Listing Rules' the Rules Governing the Listing of Securities on the Stock Exchange `Maturity Date' the day preceding the third anniversary of the date of issue of the Convertible Notes `New Share(s)' new issued and unissued ordinary shares of HK$0.10 each in the capital of the Company arising from the Consolidation `New Shares Placing' the placing of 200,000,000 New Shares pursuant to the terms of New Shares Placing Agreement `New Shares Placing Agreement' a conditional placing agreement dated 1 February 2005 entered into between the Company and the Placing Agent in relation to the New Shares Placing `Placee(s)' any institutional, corporate or independent individual investor(s) procured by the Placing Agent to subscribe for any principal amount of the Convertible Notes and Placing Shares pursuant to