09:50     SINOTRONICS<01195> - Announcement & Resumption (6)                  

    The net proceeds of approximately US$4,800,000 (equivalent to             
    approximately HK$37,437,600) derived from the issue of the                
    Additional Tranche 1 Bonds, together with the approximate amount          
    of HK$5,849,625 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), will be used for general working capital         
    purposes.                                                                 
                                                                              
    The Directors consider that the terms of the Additional Tranche 1         
    Bonds are favourable and the issue of the Additional Tranche 1 Bonds      
    provides an opportunity to raise extra funds for the Company.             
                                                                              
    SHAREHOLDING STRUCTURE                                                    
                                                                              
    As at the date of this announcement, the issued share capital of          
    the Company is HK$46,762,500 comprising 467,625,000 Shares. Mr. Lin       
    Wan Qaing is currently the controlling shareholder of the Company         
    (as defined in the Listing Rules), holding 245,267,780 Shares,            
    representing approximately 52.45 per cent. of the existing issued         
    share capital of the Company. If the maximum possible number of           
    Shares are issued pursuant to the conversion of the Original Tranche      
    1 Bonds and the Subscription Right in respect of the Original             
    Tranche 1 Bonds is exercised in full, 79,511,939 new Shares will          
    be issued based on the Fixed Conversion Price, representing               
    approximately 17.0 per cent. and approximately 14.5 per cent. of          
    the existing issued share capital and the enlarged issued share           
    capital respectively. The shareholding interest of Mr. Lin Wan            
    Qaing will be diluted correspondingly from approximately 52.45 per        
    cent. to approximately 44.83 per cent.                                    
                                                                              
    The shareholding structure of the Company before and after the            
    conversion of the Original Tranche 1 Bonds and the exercise of            
    Subscription Right in respect of the Original Tranche 1 Bonds based       
    on the Fixed Conversion Price and the Relevant Exchange Rate will         
    be as follows:                                                            
                                                                              
        Total no. of issued Shares (assuming no further Shares are            
    issued)    No. of Shares held by Mr. Lin Wan Qaing (assuming Mr.          
    Lin Wan Qaing will not acquire further Shares and no further Shares       
    are issued) and approximate percentage of shareholding    No. of          
    Shares held by CSFB (assuming CSFB has not disposed of any Shares         
    received pursuant to such conversion or exercise of such                  
    Subscription Right)    No. of Shares held by public (assuming no          
    further Shares are issued) and approximate percentage of                  
    shareholding                                                              
                                                                              
    As at the date of this announcement    467,625,000    245,267,780         
    (52.45%)    ---    222,357,220  (47.55%)                                  
                                                                              
    Upon full conversion of the Original Tranche 1 Bonds (assuming no         
    Shares are issued pursuant to the exercise of the Subscription Right      
    in respect of the Original Tranche 1 Bonds)    534,162,280                
    245,267,780  (45.91%)    66,537,280  (12.46%)    222,357,220              
    (41.63%)                                                                  
                                                                              
    Upon full conversion of the Original Tranche 1 Bonds and the              
    exercise in full of the Subscription Right in respect of the              
    Original Tranche 1 Bonds    547,136,939    245,267,780  (44.83%)          
    79,511,939  (14.53%)    222,357,220  (40.64%)                             
                                                                              
    The change in shareholding structure of the Company before and after      
    the conversion of the Original Tranche 1 Bonds and the exercise of        
    the relevant Subscription Right 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 Original            
    Tranche 1 Bonds and the exercise of the Subscription Right in             
    respect of the Original Tranche 1 Bonds will not exceed 93,525,000        
    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 remaining balance of the Original Tranche 1          
    Bonds if the number of Shares to 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 will exceed              
    93,525,000 Shares.                                                        
                                                                              
    The maximum dilution effect of the full conversion of the Original        
    Tranche 1 Bonds and the exercise of the Subscription Right in             
    respect of the Original Tranche 1 Bonds with reference to the             
    maximum number of Shares that may be issued under the Existing            
    General Mandate as mentioned above will be as follows: