10:09 MOULIN INT'L<00389> - Announcement & Resumption (9) % No. of Shares % Vendor3 and Concert Parties 175,468,843 35.1% 120,695,169 24.2% 175,311,275 31.7% Placees - - 54,773,674 11.0% 54,773,674 9.9% Other Shareholders 323,731,719 64.9% 323,731,719 64.9% 323,731,719 58.5% Total 499,200,562 100.0% 499,200,562 100.0% 553,816,668 100.0% The shareholdings in the Company before and after the Placing and the Subscription Top-up and the issue of the Conversion Shares1 (without taking into account the Shares to be issued pursuant to the exercise of the Share Options) are summarised as follows: Before the issue of Conversion Shares but after completion of the Placing and After the issue of At present Subscription Top-up Conversion Shares2 No. of Shares % No. of Shares % No. of Shares % Vendor and Concert Parties 175,468,843 35.1% 175,311,275 31.7% 175,311,275 29.3% Placees - - 54,773,674 9.9% 54,773,674 9.1% Bondholder(s) - - - - 45,224,006 7.5% Other Shareholders 323,731,719 64.9% 323,731,719 58.5% 323,731,719 54.0% Total 499,200,562 100.0% 553,816,668 100.0% 599,040,674 100.0% Notes: 1. On the basis that the Convertible Bonds with an aggregate principal amount of HK$321 million have all been converted and a conversion price of HK$7.098. 2. On the basis that the Convertible Bonds with an aggregate principal amount of HK$321 million have all been converted and a conversion price of HK$7.098. 3. Since 18 August 2004 on which date the Vendor first became a shareholder of the Company, it acquired 7,534,000 Shares representing approximately 1.5% of the Company's existing issued share capital. 4. REASONS FOR THE ISSUE OF CONVERTIBLE BONDS AND THE PLACING AND THE SUBSCRIPTION TOP-UP AND USE OF PROCEEDS The Directors consider that the issue of Convertible Bonds and the Placing and the Subscription Top-up will strengthen the capital base of the Company. The net proceeds from the issue of the Convertible Bonds are estimated to be approximately HK$306 million, which the Directors intend to use to retire a portion of the Company's bank debt. As of the latest balance sheet date of 31 December 2004, the Company had debts of approximately HK$1.7 billion. The Directors consider the issuance of the Convertible Bonds to be the most appropriate method to retire a portion of the Company's short term bank debt of approximately HK$250 million as at 31 December 2004. In place of the Company's short term