PDF《年代资讯影视有限公司》

1 The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever or any loss howsoever arising from or in reliance upon the whole or any part of the contents for this announcement.

ERA INFORMATION &

ENTERTAINMENT LIMITED 年代资讯影视有限公司(incorporated in the Cayman Islands with limited liability) (Stock Code: 8043) ISSUE OF CONVERTIBLE BONDS AND RESUMPTION OF TRADING Financial Adviser ISSUE OF CONVERTIBLE BONDS The Company entered into the Subscription Agreements with each of the Subscribers on

14 July

2008 (after trading hours), pursuant to which the Company agreed to issue and the Subscribers agreed to subscribe for the Convertible Bonds in an aggregate principal amount of HK$21,726,600 convertible into the Shares at the initial conversion price of HK$0.35 per Share (subject to adjustments). Assuming that the conversion rights attaching to all Convertible Bonds are exercised in full at the initial Conversion Price, an aggregate of 62,076,000 Conversion Shares will be issued which represents approximately 16.17% of the issued share capital of the Company as at the date of this announcement and approximately 13.92% of the issued share capital of the Company as enlarged by the allotment and issue of full conversion of the Convertible Bonds. The Conversion Shares will rank pari passu in all respects with the existing Shares in issue. Completion of the Subscription Agreements is conditional upon the fulfillment of the conditions set out in the paragraph headed Conditions Precedent under the section headed The Subscription Agreements below.

2 GENERAL Trading in the Shares on GEM was suspended from 9:30 a.m. on

15 July

2008 at the request of the Company pending the release of this announcement. Application has been made to the Stock Exchange for the resumption of trading in the Shares on GEM from 9:30 a.m. on

17 July 2008. THE SUBSCRIPTION AGREEMENTS Date:

14 July

2008 (after trading hours) Issuer: The Company Subscribers Subscriber I: Ancient Castle Group Limited, in relation to the subscription of convertible bond in the principal amount of HK$9,800,000 (the Convertible Bond I ) Subscriber II: Power Castle Development Ltd., in relation to the subscription of convertible bond in the principal amount of HK$7,175,000 (the Convertible Bond II ) Subscriber III: Girvan Holdings Limited, in relation to the subscription of convertible bond in the principal amount of HK$3,850,000 (the Convertible Bond III ) Subscriber IV: Pacific Pride Limited, in relation to the subscription of convertible bond in the principal amount of HK$501,200 (the Convertible Bond IV ) Subscriber V: JDFM Investments Limited, in relation to the subscription of convertible bond in the principal amount of HK$400,400 (the Convertible Bond V ) Save for the identity of each of the Subscribers and the principal amounts of each of the Convertible Bonds, the principle terms of the Subscription Agreements are identical. To the best of the Directors'

knowledge, information and belief having made all reasonable enquiries, (i) the Subscriber I is the Shareholder which holds approximately 5.40% of the issued share capital of the Company as at the date of this announcement and (ii) each of the Subscribers and its ultimate beneficial owners are not a connected person of the Company and are third parties independent of and not connected with the connected persons of the Company and it is not acting in concert with any of the connected person(s) and each other.