11:10 CHAMPION TECH<00092> - Announcement (5) interest. Mandate: The maximum number of new Shares which may be issued upon conversion of the Additional Tranche 1 Bonds based on the Fixed Conversion Price is 26,396,784 (applying the Relevant Exchange Rate) representing approximately 2.14 per cent. and approximately 2.10 per cent. of the existing issued share capital and the enlarged issued share capital respectively. Upon exercise of the Subscription Right in respect of the Additional Tranche 1 Bonds in full (applying the Relevant Exchange Rate), 4,949,397 new Shares, representing approximately 0.40 per cent. and approximately 0.40 per cent. of the existing issued share capital and enlarged issued share capital respectively, will be issued by the Company. The total number of Shares which may be issued upon full conversion of the Additional Tranche 1 Bonds and the exercise in full of the Subscription Right in respect of the Additional Tranche 1 Bonds based on the Fixed Conversion Price is 31,346,181 Shares, representing approximately 2.54 per cent. and approximately 2.48 per cent. of the existing issued share capital and the enlarged issued share capital respectively, which Shares, will be issued pursuant to the general mandate granted to the Directors by the shareholders of the Company pursuant to an ordinary resolution passed at the annual general meeting of the Company held on 26 November 2004, under which a maximum of 239,676,177 Shares may be issued (the "Existing General Mandate"). The maximum number of new Shares which may be issued upon conversion of the Additional Tranche 1 Bonds based on the Floating Conversion Price cannot be ascertained at present because the Floating Conversion Price can only be determined when the notice of conversion is issued by CSFB. In any event, the total number of Shares to be issued pursuant to the conversion of the Additional Tranche 1 Bonds and the exercise of the Subscription Right in respect of the Additional Tranche 1 Bonds will not exceed 239,676,177 Shares, i.e. the threshold of the Existing General Mandate. CSFB has been informed by the Company that it will exercise the Downside Option to redeem the Additional Tranche 1 Bonds if the number of Shares to be issued pursuant to the conversion of the Additional Tranche 1 Bonds and the exercise of the Subscription Right in respect of the Additional Tranche 1 Bonds will exceed 239,676,177 Shares. USE OF PROCEEDS AND REASON FOR THE ADDITIONAL TRANCHE 1 BONDS ISSUE The net proceeds of approximately US$7,727,000 (equivalent to approximately HK$60,271,000) derived from the issue of the Additional Tranche 1 Bonds, together with the approximate amount of HK$11,698,000 which would be received subject to and upon exercise in full of the Subscription Right in respect of the Additional Tranche 1 Bonds (subject to adjustment as set out in the Subscription Agreement as supplemented by the Supplemental Agreement), will be used for general working capital purposes provided that such proceeds shall not be used to pay dividends to shareholders of the Company, for the purposes of or in relation to any repayment to or reduction of the debt of a related party or to repurchase Shares. The Company does not have any specific plan as regards the use of these proceeds other than as general working capital. The Directors consider that the terms of the