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Smart Digital Technology Group Limited Capital/Financing Update 2004

Jun 30, 2004

49731_rns_2004-06-30_9879da65-7f02-4f65-84c7-936e2ad7d6bd.pdf

Capital/Financing Update

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

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SUN INNOVATION HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 547)

PROPOSED SUBSCRIPTION OF CONVERTIBLE PREFERENCE SHARES AND APPLICATION FOR WHITEWASH WAIVER BY THE SUBSCRIBER OF POSSIBLE OBLIGATIONS TO MAKE A GENERAL OFFER FOR THE ISSUED SHARES IN SUN INNOVATION HOLDINGS LIMITED

The Company is pleased to announce that the Subscription has become unconditional on 30th June, 2004 and completion of the Subscription is expected to take place on or before 12th July, 2004.

Reference is made to the joint announcement of the Subscriber and the Company dated 16th April, 2004 (“Announcement”) and the announcement issued by the Company dated 28th June, 2004. Terms defined in the Announcement have the same meanings when used herein.

The Company is pleased to announce that the Subscription has become unconditional on 30th June, 2004. Completion of the Subscription is expected to take place on or before 12th July, 2004 and the Convertible Preference Shares will be issued to the Subscriber pursuant to the terms of the Subscription Agreement. Set out below is a table showing the shareholding structure of the Company (i) as at the date of this announcement; (ii) immediately upon full conversion of the Convertible Preference Shares but before the exercise of the Option; and (iii) immediately upon full conversion of the Convertible Preference Shares and the Option:

e-Lux CorporationCircle Asia Inc.e-Compact LimitedThe Subscriber and itsbeneficial ownerOther Directors’ shareholding_(note)_Other Public shareholdersTotal As at the dateof thisannouncementNumber ofShares%390,000,0007.99475,000,0009.73805,570,00016.50191,240,0003.9229,800,0000.612,989,628,97361.254,881,238,973100% Immediately uponfull conversionof the ConvertiblePreference SharesNumber ofShares%390,000,0004.91475,000,0005.98805,570,00010.133,257,906,66640.9929,800,0000.372,989,628,97337.627,947,905,639100% Immediately uponfull conversionof the ConvertiblePreference Sharesand the OptionNumber ofShares%390,000,0004.80475,000,0005.84805,570,0009.913,437,906,66642.3029,800,0000.372,989,628,97336.788,127,905,639100% Immediately uponfull conversionof the ConvertiblePreference Sharesand the OptionNumber ofShares%390,000,0004.80475,000,0005.84805,570,0009.913,437,906,66642.3029,800,0000.372,989,628,97336.788,127,905,639100%
100%

Note: This represents the aggregate shareholding of Mr. Yiu Ying Fai, Mr. Leung To Kwong, Valiant and the spouse of Mr. Cheung Chi Fai, Frank

As at the date of this announcement, Mr. Michele Matsuda, Mr. Yiu Ying Fai, Mr. Leung To Kwong, Valiant and Mr. Cheung Chi Fai, Frank are the executive directors of the Company and Mr. To King Yan, Adam and Mr. Zhou Ji, Jason are the independent non-executive directors of the Company.

By order of the Board Sun Innovation Holdings Limited Michele Matsuda Chairman

Hong Kong, 30th June, 2004

The directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

Please also refer to the published version of this announcement in China Daily.