10:08     MOULIN INT'L<00389> - Announcement & Resumption (6)                 

    (a)        the Vendor;                                                    
                                                                              
    (b)        the Company; and                                               
                                                                              
    (c)        the Placing Agent.                                             
                                                                              
    The Placing Shares                                                        
                                                                              
    54,773,674 existing Shares are to be placed, representing                 
    approximately 11.0% of the existing issued share capital of the           
    Company and approximately 9.1% of the issued share capital of the         
    Company as enlarged by the Subscription Top-up.                           
                                                                              
    Placing Agent                                                             
                                                                              
    The Placing is fully underwritten by the Placing Agent. The Placing       
    Agent is not a connected person of the Company under the Listing Rules    
    for the purposes of this transaction.                                     
                                                                              
    Placing Price                                                             
                                                                              
    The Placing Price of HK$5.724 per Share was arrived at after arm's        
    length negotiations between the Company, the Vendor and the Placing       
    Agent. It represents (i) a discount of approximately 10.6% to the         
    closing price of HK$6.4 per Share as quoted on the Hong Kong Stock        
    Exchange on 18 February 2005, (ii) a discount of approximately 7.8% of    
    the average closing price of approximately 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 discount of approximately 8.6%    
    to the average closing price of approximately 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.                                        
                                                                              
    Rights                                                                    
                                                                              
    The Placing Shares will be sold free of all liens, charges and            
    encumbrances, and together with all rights attaching thereto as at 21     
    February 2005, including the right to receive all dividends or other      
    distributions declared, made or paid on or after 21 February 2005.        
                                                                              
    Independence of placees                                                   
                                                                              
    The placees and their ultimate beneficial owners are not connected        
    persons of the Company (as defined in the Listing Rules). The Placing     
    Agent expects that there will be not less than six placees who will be    
    (i) professional and institutional investors who are not acting in        
    concert with the Vendor and the Concert Parties which term generally      
    include brokers, dealers and companies (including fund managers),         
    whose ordinary business involves dealing in shares and other              
    securities; and (ii) corporate entities which regularly invest in         
    shares and other securities.                                              
                                                                              
    Termination events                                                        
                                                                              
    The obligation of the Placing Agent to proceed to completion of the       
    Placing is conditional on:                                                
                                                                              
    (a)        there not developing, occurring or coming into force: (i)      
    any new law or regulation or change in existing laws or regulations       
    which in the opinion of the Placing Agent has or is likely to have a      
    material adverse effect on the financial position of the Group as a       
    whole; or (ii) any significant change (whether or not permanent) in       
    local, national or international economic, financial, political or        
    military conditions which in the opinion of the Placing Agent is or       
    would be materially adverse to the success to the Placing; (iii) any      
    significant change (whether or not permanent) in local, national or       
    international securities market conditions or currency exchange rates     
    or exchange controls, which in the opinion of the Placing Agent is or     
    would be materially adverse to the Placing, or makes it impractical or    
    inadvisable or inexpedient to proceed therewith; or (iv) any              
    suspension of dealings in the Shares for any period whatsoever (other     
    than as a result of the Placing), which in the opinion of the Placing     
    Agent is or would be materially adverse to the Placing, or makes it       
    impractical or inadvisable or inexpedient to proceed therewith; or (v)    
    any moratorium, suspension or material restriction on trading in          
    shares or securities generally on the Hong Kong Stock Exchange due to     
    exceptional financial circumstances or otherwise at any time prior to     
    the Placing Closing Date, which in the opinion of the Placing Agent is    
    or would be materially adverse to the Placing, or makes it impractical    
    or inadvisable or inexpedient to proceed therewith; or