10:05 MOULIN INT'L<00389> - Announcement & Resumption (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 for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. This announcement is not an offer to sell or the solicitation of an offer to buy securities and neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever. Neither this announcement nor any copy thereof may be taken into or distributed in the United States or to any US Persons. Securities may not be offered or sold in the United States absent registration or an exemption from registration, and the securities described herein will be sold in accordance with all applicable laws and regulations Moulin Global Eyecare Holdings Limited (Incorporated in Bermuda with limited liability) (formerly known as "Moulin International Holdings Limited") (Stock Code: 389) ISSUE OF CONVERTIBLE BONDS AND PLACING OF EXISTING SHARES AND SUBSCRIPTION FOR NEW SHARES AND RESUMPTION OF TRADING The Company raised total proceeds of approximately HK$635 million pursuant to a convertible bond issue and a top-up placing which were underwritten by J.P. Morgan. ISSUE OF CONVERTIBLE BONDS The Directors are pleased to announce that on 19 February 2005, the Company entered into the conditional Subscription Agreement with the Manager in connection with the issue of Convertible Bonds by the Company, with an aggregate principal amount of HK$321 million. Upon full conversion of the Convertible Bonds, a total of 45,224,006 new Shares will be issued at an initial conversion price of HK$7.098 per Share, subject to adjustments, which represent about 9.1% of the existing issued share capital of the Company and about 7.5% of the issued share capital of the Company as enlarged by the Subscription Top-up and the full conversion of the Convertible Note at the initial conversion price of HK$7.098 per Share. The initial Conversion price of HK$7.098 per Conversion Share (subject to adjustment) represents (i) a premium of approximately 10.9% to the closing price of HK$6.4 per Share as quoted on the Hong Kong Stock Exchange on 18 February 2005; (ii) a premium of approximately 14.3% to the average closing price of HK$6.21 per Share as quoted on the Hong Kong Stock Exchange for the last 5 trading days up to and including 18 February 2005; and (iii) a premium of approximately 13.4% to the average closing price of HK$6.26 per Share as quoted on the Hong Kong Stock Exchange for the last 10 trading days up to and including 18 February 2005. Completion of the Subscription Agreement is subject to the satisfaction and/or waiver of the conditions precedent therein. Please refer to the section headed "Issue of Convertible Bonds - Conditions of the Subscription Agreement". In addition, the Subscription Agreement may be terminated in certain circumstances. Please refer to the section headed "Issue of Convertible Bonds - Termination" below for further information. The Convertible Bonds will be offered and sold to persons whose ordinary business involves buying, selling or investing in securities outside the United States in reliance upon Regulation S of the US Securities Act. None of the Convertible Bonds will be offered to the public in Hong Kong and none of the Convertible Bonds will be placed to any directors, chief executives or substantial shareholders of the Company or any of its subsidiaries or their respective associates (as defined in the Listing Rules). An application will be made for the listing of the Convertible Bonds on the Hong Kong Stock Exchange. The Company will apply to the Hong Kong Stock Exchange for the listing of, and permission to deal in, the Conversion Shares. The net proceeds from the issue of the Convertible Bonds are estimated to be approximately HK$306 million and are intended to be used to retire a portion of the Company's bank debt.