PDF《年代资讯影视有限公司》

3 Issue Size The aggregate principal amount of all Convertible Bonds is HK$21,726,600. Conditions Precedent Completion of the Subscription Agreements is conditional upon: (a) trading in the Shares on the GEM not being suspended for any single period of more than ten Stock Exchange trading days (excluding any suspension for the purpose of clearance by the Stock Exchange and/or the Securities and Futures Commission of any announcement or circular to the Shareholders relating to the issue of the Convertible Bonds);

(b) the GEM Listing Committee having granted approval (either unconditionally or subject only to conditions to which neither the Company nor each of the Subscribers shall reasonably object) of the listing of, and permission to deal in, all the Shares falling to be issued on the exercise of the conversion rights to be attached to the Convertible Bonds;

and (c) if required, the Stock Exchange or any relevant regulatory authorities shall have approved and not withdrawn approval for the issue of all the Shares falling to be issued on the exercise of the conversion rights to be attached to the Convertible Bonds and the transactions contemplated hereunder (either unconditionally or subject only to conditions to which neither the Company nor each of the Subscribers shall reasonably object and the fulfilment of such conditions). If the above conditions precedent are not fulfilled on or before 5:00 p.m. on

15 September

2008 (or such later date as may be agreed between each of the Subscribers and the Company), the Subscription Agreements shall lapse and become null and void and the parties to the Subscription Agreements will be released from all obligations under the Subscription Agreements, none of the parties to the Subscription Agreements shall have any claims against the others for costs, damages, compensation or otherwise save for any liability arising out of any antecedent breaches thereof. Completion Completion of each of the Subscription Agreements shall take place on the Completion Date at such time as the Company may agree with each of the Subscribers. Each of the Subscription Agreements is not inter-conditional and is independent of each other.

4 PRINCIPAL TERMS OF THE CONVERTIBLE BONDS Save for the identify of each of the Subscribers and the principal amount of each of the Convertible Bonds, the principal terms of the Convertible Bonds are identical and are summarized as follows: Aggregate principal amount: HK$21,726,000. Denomination: HK$100 each. Interest: The Convertible Bonds will bear interest at a rate of 1% per annum from, and including the date of issue of the Convertible Bonds, on the outstanding principal amount of the Convertible Bonds. Interest will be payable by the Company semi-annually in arrears on the last day in each half-year. Form of the Convertible Bonds: Registered. Conversion period: Each of the holder of the Convertible Bonds shall, subject to compliance with the procedures set out in the paragraph headed Conditions Precedent under the section headed The Subscription Agreements above, have the right to convert either in whole or in part the principal amount into the Shares at the Conversion Price on any Business Day after the issue of the Convertible Bonds up to the Maturity Date at the discretion of the holders of the Convertible Bonds, provided that any conversion shall be made in amounts of not less than a whole multiple of HK$100 on each conversion save that if at any time the outstanding principal amount of the Convertible Bonds is less than HK$100, the whole (but not part only) of the outstanding principal amount of the Convertible Bonds may be converted. Conversion Shares: (1) Assuming the conversion rights attaching to the Convertible Bond I are converted in full at the initial Conversion Price, a maximum of 28,000,000 Conversion Shares will be allotted and issued, representing approximately 7.29% of the issued share capital of the Company as at the date of this announcement and 6.28% of the issued share capital of the Company as enlarged by the allotment and issue of the Conversion Shares.