09:31 UNITY INV HOLD<00913>-Announcement&Resumption of Trading(4) Completion of the CN Placing Agreement Completion of the CN Placing Agreement shall take place on or before the third business day following the date on which the condition thereto are fulfilled (or such other date as the Company and the Placing Agent shall agree). The Convertible Notes The terms of the Convertible Notes have been negotiated on arm's length basis and the principal terms of which are summarized below: Principal amount An aggregate of HK$20 million. Interest At the rate of 5% per annum on the outstanding principal amount, which is determined after arm's length negotiation between the Company and the Placing Agent, with reference to, among other things, the prime rate and the interest rates of convertible notes issued by other listed companies. Maturity 60 months from the date of the issue of the Convertible Notes on the date of completion of the CN Agreement Denomination In multiple of HK$100,000 Conversion Price HK$0.05 per Share which is subject to adjustment for the dilutive events including, amongst other matters, sub-division or consolidation of Shares, bonus issues and rights issues. The Conversion Price of HK$0.05 represents (i) a premium of about 19.05% to the closing price of HK$0.042 per Share as quoted on the Stock Exchange on the Last Trading Date; (ii) a discount of about 0.79% over the average closing price per Share of about HK$0.0504 as quoted on the Stock Exchange for the last five trading days up to and including the Last Trading Date; and (iii) a discount of about 82.76% when compared with the net assets value per Share of HK$0.29 as at 30 April 2005. Conversion Each holder may convert the whole or part of the principal amount of the relevant Convertible Note (in multiple of HK$100,000) into new Shares as determined by dividing the principal amount of the relevant Convertible Note outstanding at the time of conversion by the conversion price. Assuming there is an immediate exercise in full of the conversion rights attaching to the convertible Notes at the conversion price of HK$0.05 by all holders of the Convertible Notes, the Company will issue an aggregate of 400,000,000 new Shares, representing approximately 90.93% of the existing issued share capital of the Company, and approximately 47.62% of the enlarged issued share capital of the Company by the Share Placing Shares and the Conversion Shares. The Conversion Shares will be issued pursuant to the passing of the relevant resolution at the EGM. The market value of the total Conversion Shares will be in aggregate of HK$16.8 million based on the closing price of HK$0.042 per Share on the Last Trading Date. Conversion period Each of the holders of the Convertible Notes shall have the right at any time after the date of issue of the relevant Convertible Note up to and including any business day prior to 5 business days prior to the Maturity Date to convert all or part of the principal amount of the relevant Convertible Note outstanding at any time into new Shares at the conversion price of HK$0.05 per Share provided that an integral multiple of HK$100,000 be converted at any time and save that if the outstanding principal amount of the relevant Convertible Notes is less than HK$100,000, the whole (but not part only) of the outstanding principal amount of the relevant Convertible Note must be converted. There is no lock-up period for the Conversion Shares.