10:06     MOULIN INT'L<00389> - Announcement & Resumption (3)                 

    the Convertible Bonds. The Manager and its ultimate beneficial owners     
    are independent of the Company and its connected persons (as defined      
    in the Listing Rules).                                                    
                                                                              
    Subject to the fulfilment of the conditions set out below under the       
    sub-section headed "Conditions of the Subscription Agreement" and         
    pursuant to the terms of the Subscription Agreement, the Manager has      
    agreed, among other things, to subscribe or procure subscribers (who      
    are independent and not acting in concert with the Vendor and the         
    Concert Parties) for the Convertible Bonds.                               
                                                                              
    The Convertible Bonds will be offered and sold to independent 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 connected persons (as defined in the Listing Rules) of      
    the Company.                                                              
                                                                              
    Conditions of the subscription of and payment for the Convertible         
    Bonds                                                                     
                                                                              
    The obligations of the Manager to subscribe and pay for the               
    Convertible Bonds are conditional upon, among other things:               
                                                                              
    (a)        the execution of a trust deed and paying and conversion        
    agency agreement in relation to the Convertible Bonds, each in a form     
    reasonably acceptable to the Manager;                                     
                                                                              
    (b)        the Hong Kong Stock Exchange having agreed, subject to any     
    conditions reasonably satisfactory to the Manager, to list the            
    Convertible Bonds and the Hong Kong Stock Exchange having agreed to       
    list the new Shares to be issued upon conversion of the Bonds (or, in     
    each case, the Manager being reasonably satisfied that such listing       
    will be granted);                                                         
                                                                              
    (c)        the issuance of certain legal opinions and auditor's           
    comfort letters;                                                          
                                                                              
    (d)        (if required) the Bermuda Monetary Authority consenting to     
    the issue of the Bonds and/or the new Shares to be issued upon            
    conversion of the Convertible Bonds; and                                  
                                                                              
    (e)        there being no material adverse change in the financial        
    condition, operations, business or properties of the Group at the         
    Subscription Closing Date.                                                
                                                                              
    Certain undertakings relating to the Subscription Agreement               
                                                                              
    The Company has undertaken to the Manager, among other things, that       
    (subject to certain exceptions which include the Placing and the          
    Subscription Top-up), it will not (and will procure none of its           
    subsidiaries or other affiliates over which it exercises management or    
    voting control will) for a period from the date of the Subscription       
    Agreement until 90 days after the Subscription Closing Date, without      
    the prior written consent of the Manager (such consent not to be          
    unreasonably withheld), (i) issue, offer, sell, contract to sell,         
    pledge or otherwise dispose of any Shares or securities convertible or    
    exchangeable into or exercisable or exchangeable for Shares or            
    warrants or other rights to purchase Shares; or (ii) publicly announce    
    any intention to enter into any transactions described in (i).            
                                                                              
    Termination                                                               
                                                                              
    The Subscription Agreement may be terminated in certain circumstances.    
    In particular, the Manager may terminate the Subscription Agreement by    
    notice in writing to the Company at any time on or prior to the           
    payment of the net subscription monies for the Convertible Bonds to       
    the Company. Such circumstances include, without limitation, if there     
    shall have come to the notice of the Manager any breach of, or any        
    event rendering untrue or incorrect in any respect, any of the            
    warranties and representations in the Subscription Agreement or any       
    failure to perform any of the Company's undertakings or agreements in     
    the Subscription Agreement.                                               
                                                                              
    Completion of the subscription and issue of the Convertible Bonds         
                                                                              
    Subject to the foregoing, completion of the subscription and issue of     
    the Convertible Bonds shall take place on the Subscription Closing        
    Date, which is expected to be at 10:00 a.m. (Hong Kong time) on 19        
    April 2005 (or such other time or date on or before 26 April 2005 as      
    the Company and the Manager may agree).