09:51 SINOTRONICS<01195> - Announcement & Resumption (9) DEFINITIONS Unless otherwise defined herein, capitalised terms used in this announcement shall have the following meanings. ``Additional Tranche 1 Bonds'' convertible bonds with an aggregate principal amount of up to US$5,000,000 which are to be issued by the Company, the principal terms of which are set out in the section headed ``Principal terms of the Bonds'' of this announcement ``Additional Tranche 1 Bonds Closing Date'' the date on which Additional Tranche 1 Bonds are issued ``Base Price'' the average closing prices per Share for the 30 consecutive business days immediately prior to the date of the Subscription Agreement, being HK$0.9017, representing a premium of about 6.1 per cent. over the closing price of HK$0.85 per Shares as at 26 April 2005 (the business day immediately prior to the date of the Subscription Agreement) ``Bonds'' the Tranche 1 Bonds ``business day'' any day on which the Stock Exchange is open for trading in securities in Hong Kong ``CSFB'' Credit Suisse First Boston (Hong Kong) Limited, an independent third party which is not a connected person of the Company (as defined under the Listing Rules) ``Company'' Sinotronics Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the securities of which are listed on the Stock Exchange ``Directors'' directors of the Company ``Existing General Mandate'' the general mandate (to issue or otherwise deal in 20 per cent. of the issued share capital of the Company as at the date of passing the resolution) 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 16 November, 2004, pursuant to which a maximum of 93,525,000 new Shares may be issued as at the date of this announcement ``Fixed Conversion Price'' the conversion price of the Bonds into the Shares which is set at 130 per cent. of the average closing price per Share for the 30 consecutive business days immediately prior to the date of the Subscription Agreement, being HK$0.9017, which is equivalent to HK$1.1722 in this case, representing a premium of about 37.9 per cent. over the closing price of HK$0.85 per Shares as at 26 April 2005 (the business day immediately prior to the date of the Subscription Agreement) in respect of the Tranche 1 Bonds, subject to adjustment ``Floating Conversion Price'' the conversion price of the Bonds which is set at 90 per cent. of the average of any 4 consecutive closing prices per Share as selected by CSFB during the 30 consecutive business days immediately prior to the date on which notice of CSFB is received by the Company ``Group'' the Company and its subsidiaries ``Hong Kong'' the Hong Kong Special Administrative Region of the People's Republic of China ``Listing Rules'' the Rules Governing the Listing of Securities on the Stock Exchange ``Maturity Date'' the third anniversary of the Original Tranche 1 Bonds Closing Date ``Original Tranche 1 Bonds'' convertible bonds with an aggregate principal amount of US$10,000,000 due 2008 to be issued by the Company, the principal terms of which are set out in the section headed ``Principal terms of the Bonds'' of this announcement ``Original Tranche 1 Bonds Closing Date'' 27 April, 2005, being the date on which the Original Tranche 1 Bonds were issued ``Relevant Exchange Rate'' the exchange rate of US$1.00 to HK$7.7995 as reported by Bloomberg on page ``HKD Currency HP'' at 5:00 p.m. (Hong Kong time) on 26 April, 2005, being the day immediately preceding the date of the Subscription Agreement ``Share(s)'' ordinary share(s) of HK$0.10 each in the capital of the Company