10:07     MOULIN INT'L<00389> - Announcement & Resumption (4)                 

    Principal Terms of the Convertible Bonds                                  
                                                                              
    The terms of the Convertible Bonds are derived based on arms-length       
    negotiation between the Company and the Manager by reference to           
    prevailing market conditions, including the convertible bonds market      
    conditions. As such, the Directors consider the terms to be fair and      
    reasonable.                                                               
                                                                              
    The principal terms of the Convertible Bonds are summarised below:        
                                                                              
    Issuer        The Company                                                 
                                                                              
    Sole Bookrunner         The Manager                                       
      and Lead Manager                                                        
                                                                              
    Principal Amount        HK$321 million                                    
                                                                              
    Maturity Date        19 April, 2010, 5 years from (and inclusive of)      
    the Subscription Closing Date                                             
                                                                              
    Coupon        1.95%                                                       
                                                                              
    Issue Price        100% of the principal amount                           
                                                                              
    Conversion        Subject to certain conditions, the Convertible Bonds    
    are convertible into Conversion Shares at the Conversion Price (as        
    described below) (subject to adjustment) at any time on or after 20       
    June 2005 to 9 April 2010.                                                
                                                                              
    Conversion Price        The initial price at which a Conversion Share     
    will be issued will be HK$7.098 per Conversion Share. The Conversion      
    Price will be subject to adjustment for, among other things,              
    consolidation, subdivision or reclassification of the Shares, bonus       
    issues, rights issues and other dilutive events.                          
                                                                              
    Redemption at Maturity        Unless previously redeemed, converted or    
    purchased and cancelled in the circumstances set out in the Terms and     
    Conditions, the Company will redeem each Convertible Bond together        
    with unpaid accrued interest thereon on the Maturity Date (as defined     
    above) at 128.968% of the outstanding principal amount thereof.           
                                                                              
    Cash settlement option         The Company may, at its option, satisfy    
    its obligation to deliver Conversion                                      
      of the Company        Shares pursuant to the exercise of the right      
    of conversion of a Bondholder, in whole or in part, by paying to the      
    relevant Bondholder an amount of cash in Hong Kong dollars equal to       
    the product of (i) the number of Conversion Shares otherwise              
    deliverable upon exercise of such Bondholder's right of conversion in     
    respect of which the Company has elected to satisfy by cash and (ii)      
    the arithmetic average of the closing price of the Shares on the Hong     
    Kong Stock Exchange for each day during the 10 trading days               
    immediately following the conversion date.                                
                                                                              
    Redemption at the option         The Company may redeem the               
    Convertible Bonds, in whole or in part, on                                
      of the Company        or at any time after 19 April 2008, but not       
    less than 7 business days prior to the Maturity Date (as described        
    above), subject to satisfaction of certain conditions, at the Early       
    Redemption Amount (as defined in the Terms and Conditions) at, the        
    date fixed for such redemption provided that the closing price of the     
    Shares for each of any 20 trading days out of the 30 consecutive          
    trading days prior to the date upon which notice of such redemption       
    was given to Bondholders, was at least 130% of the Accreted Conversion    
    Price (as described above) in effect on such trading day.                 
                                                                              
    If at any time the aggregate principal amount of the Convertible Bonds    
    outstanding is not greater than 10% of the aggregate principal amount     
    originally issued, the Company shall have the option to redeem such       
    outstanding Convertible Bonds in whole but not in part at their Early     
    Redemption Amount.                                                        
                                                                              
    Form and Denomination        The Convertible Bonds will be issued in      
    registered form and in denominations of HK$10,000 each or integral        
    multiples thereof.                                                        
                                                                              
    Upon issue, the Convertible Bonds will be represented by a global         
    certificate to be deposited with a common depositary for, and             
    representing Convertible Bonds registered in the name of a common         
    nominee of, Euroclear Bank S.A./N.V., as operator of the Euroclear        
    System and Clearstream Banking, societe anonyme.