09:49 SINOTRONICS<01195> - Announcement & Resumption (5) If CSFB exercises its option to require the Company to issue the Additional Tranche 1 Bonds in full, 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 33,268,640 (applying the Relevant Exchange Rate) (being the principal amount of the Additional Tranche 1 Bonds divided by 130% of the Base Price) representing approximately 7.1 per cent., approximately 6.2 per cent. and approximately 6.1 per cent. of the existing issued share capital, the enlarged issued share capital (including any Shares which may be issued pursuant to the conversion of the Original Tranche 1 Bonds) and the enlarged issued share capital (including any Shares which may be issued pursuant to the conversion of the Original Tranche 1 Bonds and the exercise of the Subscription Right in respect of the Original Tranche 1 Bonds) respectively. Upon exercise of the Subscription Right in respect of the Additional Tranche 1 Bonds in full (applying the Relevant Exchange Rate), 6,487,329 new Shares, representing approximately 1.4 per cent., approximately 1.2 per cent., approximately 1.2 per cent. and approximately 1.1 per cent. of the existing issued share capital, the enlarged issued share capital (including any Shares which may be issued pursuant to the conversion of the Original Tranche 1 Bonds), the enlarged issued share capital (including any Shares which may be issued pursuant to the conversion of the Original Tranche 1 Bonds and the exercise of the Subscription Right in respect of the Original Tranche 1 Bonds) and the enlarged issued share capital (including any Shares which may be issued pursuant to the conversion of the Original Tranche 1 Bonds, the exercise of the Subscription Right in respect of the Original Tranche 1 Bonds and the conversion of the Additional Tranche 1 Bonds) 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 based on the Fixed Conversion Price and the exercise in full of the Subscription Right in respect of the Additional Tranche 1 Bonds is 39,755,969 Shares, representing approximately 8.5 per cent., approximately 7.4 per cent. and approximately 7.3 per cent. of the existing issued share capital, the enlarged issued share capital (including any Shares which may be issued pursuant to the conversion of the Original Tranche 1 Bonds) and the enlarged issued share capital (including any Shares which may be issued pursuant to the conversion of the Original Tranche 1 Bonds and the exercise of the Subscription Right in respect of the Original Tranche 1 Bonds) respectively. 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. The Company and CSFB agree that if CSFB exercises its option to require the Company to issue the Additional Tranche 1 Bonds and the maximum number of Shares which may be issued upon full conversion of the Additional Tranche 1 Bonds or upon exercise of the Subscription Right in respect of the Additional Tranche 1 Bonds to be issued by the Company exceeds the limit under any then available general mandate granted to the board of the Directors, the Company will be obliged to seek its shareholders' approval of the issue of such Shares prior to the issue of the Additional Tranche 1 Bonds and a separate announcement will be issued by the Company. The Company and CSFB further agree that if the Company decides to issue the Additional Tranche 1 Bonds, it will comply with all relevant Listing Rules and applicable laws in respect of such issue and of the issue of Shares upon conversion of the Additional Tranche 1 Bonds including any shareholders' approval requirement as mentioned above. USE OF PROCEEDS AND REASON FOR THE BOND ISSUE The net proceeds of approximately US$9,400,000 (equivalent to approximately HK$73,315,300) derived from the issue of the Original Tranche 1 Bonds, together with the approximate amount of HK$11,699,250 which would be received subject to and upon exercise in full of the Subscription Right in respect of the Original Tranche 1 Bonds (subject to adjustment as set out in the Subscription Agreement), will be used for general working capital purposes and further developing the Group's printed circuit board fabrication capacity and will not be used for settling debts of the Company. The Directors confirm that there is no other similar fund raising exercise in the past 12 months. The Directors, including the independent non-executive Directors, consider that the terms of the Bonds and the grant of the subscription rights are fair and reasonable to and in the interests of the Company and the shareholders of the Company as a whole and the issue of the Bonds provides an opportunity to raise extra funds for the Company.