09:48     SINOTRONICS<01195> - Announcement & Resumption (2)                  

    The convertible bonds shall be issued in one tranche with the             
    Original Tranche 1 Bonds being issued on the Original Tranche 1           
    Bonds Closing Date.                                                       
                                                                              
    The Company has granted an option to CSFB under the Subscription          
    Agreement to require the Company to issue the Additional Tranche          
    1 Bonds.                                                                  
                                                                              
    CSFB may exercise such option once at any time during the three-year      
    period commencing on the Original Tranche 1 Bonds Closing Date. The       
    aggregate principal amount of the Additional Tranche 1 Bonds to be        
    issued pursuant to the exercise of such option by CSFB shall not          
    exceed US$5,000,000 (equivalent to approximately HK$38,997,500).          
    The Additional Tranche 1 Bonds shall be issued by the Company within      
    10 business days after exercise of such option by CSFB.                   
                                                                              
    The Additional Tranche 1 Bonds shall, if issued, be on substantially      
    the same terms as the Original Tranche 1 Bonds set out below save         
    for, among other things, the number of Shares to be issued upon           
    conversion. A separate announcement will be issued by the Company         
    if the Additional Tranche 1 Bonds are to be issued.                       
                                                                              
    Subscriber of the Bonds:                                                  
                                                                              
    CSFB, an independent third party which is not a connected person          
    of the Company (as defined in the Listing Rules).                         
                                                                              
    Principal amount of Original Tranche 1 Bonds:                             
                                                                              
    US$10,000,000 (equivalent to approximately HK$77,995,000),                
    payable in cash by CSFB on the Original Tranche 1 Bonds Closing Date.     
                                                                              
    Original Tranche 1 Bonds Closing Date:                                    
                                                                              
    27 April, 2005                                                            
                                                                              
    Principal terms of the Bonds:                                             
                                                                              
    Maturity:                                                                 
                                                                              
    The third anniversary of the issue date of the Bonds.                     
                                                                              
    Unless previously redeemed, converted or purchased and cancelled,         
    the Tranche 1 Bonds shall be redeemed by the Company at 100 per cent.     
    of their principal amount at the relevant maturity date.                  
                                                                              
    Interest:                                                                 
                                                                              
    The Bonds bear interest from the Original Tranche 1 Bonds Closing         
    Date in respect of the Original Tranche 1 Bonds and from the              
    Additional Tranche 1 Bonds Closing Date in respect of the Additional      
    Tranche 1 Bonds at the rate of 2 per cent. per annum. Interest is         
    payable semi-annually in arrears. The effective annual interest           
    rate is 2.01 per cent.                                                    
                                                                              
    Transferability:                                                          
                                                                              
    CSFB agrees with the Company that it shall not assign or transfer         
    any of the Bonds to any third party other than its subsidiary or          
    holding company or subsidiary of such a holding company without the       
    prior written consent of the Company. The Company will notify the         
    Stock Exchange when they are aware of any dealings in the Bonds by        
    connected persons (as defined in the Listing Rules) of the Company.       
                                                                              
    Conversion price:                                                         
                                                                              
    At the election of CSFB, either at (i) the Fixed Conversion Price;        
    or (ii) the Floating Conversion Price, provided that the conversion       
    price shall not be less than the par value of the Shares on the date      
    of conversion unless permitted by law and in compliance with the          
    Listing Rules.                                                            
                                                                              
    Conversion period:                                                        
                                                                              
    Bonds may be converted, at the election of CSFB, at any time from         
    and including the date falling two calendar months after the              
    Original Tranche 1 Bonds Closing Date (or the Additional Tranche          
    1 Bonds Closing Date in respect of the Additional Tranche 1 Bonds,        
    if issued) up to the close of business on the day falling three weeks     
    prior to the Maturity Date by serving a conversion notice on the          
    Company. Certificates in respect of the new Shares issued upon            
    conversion shall be delivered within 2 business days after the            
    Delivery Date as defined in the terms and conditions of the Bonds.