10:08 MOULIN INT'L<00389> - Announcement & Resumption (7) (b) any breach of any of the representations, warranties and undertakings (as set out in the Placing and Subscription Agreement) by the Company and/or the Vendor comes to the knowledge of the Placing Agent or any event occurring or any matter arising on or after the date of the Placing and Subscription Agreement and prior to the Placing Closing Date which if it had occurred or arisen before the date of the Placing and Subscription Agreement would have rendered any of such representations, warranties and undertakings untrue or incorrect in any material respect in such a manner as would in the opinion of the Placing Agent, materially and adversely affect the financial position or business of the Group as a whole or there has been a breach of, or failure to perform, any other provision of the Placing and Subscription on the part of the Vendor and/or the Company; or (c) there is any such adverse change in the general affairs, management, business, stockholders' equity or in the financial or trading position of the Group as a whole which in the opinion of the Placing Agent is materially adverse to the success of the Placing. If the Placing Agent exercises any of the above rights to terminate the Placing and Subscription Agreement, the Placing and Subscription Top-up will not proceed. Shareholders and investors are advised to exercise caution in dealing in the Shares. Completion of the Placing The parties expect that the Placing will be completed on 23 February 2005 (or such other date as the Vendor and the Placing Agent may agree in writing). Lock-up The Vendor has undertaken to the Placing Agent that (except for the sale of Sale Shares pursuant to the Placing and Subscription Agreement) for the period of 90 days from the Subscription Closing Date, it will not and will procure that none of its nominees and companies controlled by it and trusts associated with it (whether individually or together and whether directly or indirectly) will (i) offer, lend, pledge, issue, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of (either conditionally or unconditionally, or directly or indirectly, or otherwise) any Shares (including the New Shares) or any interests therein beneficially owned or held by the Vendor or any securities convertible into or exercisable or exchangeable for or substantially similar to any such Shares or interests or (ii) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of such Shares, whether any such transaction described in (i) or (ii) above is to be settled by delivery of Shares or such other securities, in cash or otherwise or (iii) announce any intention to enter into or effect any such transaction described in (i) or (ii) above, unless with the prior written consent of the Placing Agent. The Company has undertaken to the Placing Agent, and the Vendor has undertaken to the Placing Agent to procure, that for a period of 90 days from the Subscription Closing Date, the Company will not, except for the New Shares and save pursuant to (1) the terms of any employee share option scheme of the Company or (2) any outstanding subscription warrants, or (3) conversion of outstanding convertible bonds or the bonds to be issued by the Company pursuant to the Subscription Agreement, (i) allot or issue or offer to allot or issue or grant any option, right or warrant to subscribe (either conditionally or unconditionally, or directly or indirectly, or otherwise) any Shares or any interests in Shares or any securities convertible into or exercisable or exchangeable for or substantially similar to any Shares or interest in Shares; or (ii) agree (conditionally or unconditionally) to enter into or effect any such transaction with the same economic effect as any of the transactions described in (i) above or (iii) announce any intention to enter into or effect any such transaction described in (i) and (ii) above without first having obtained the written consent of the Placing Agent. The New Shares 54,616,106 new Shares will be subscribed by the Vendor, representing approximately 10.9% of the existing issued share capital of the Company and approximately 9.9% of the issued share capital of the Company as enlarged by the Subscription Top-up (but excluding the enlargement of the issued share capital of the Company after the issue of Conversion Shares).