10:09     MOULIN INT'L<00389> - Announcement & Resumption (8)                 

    Subscription Top-up Price                                                 
                                                                              
    The Subscription Top-up Price is equivalent to the Placing Price of       
    HK$5.724 per Share.                                                       
                                                                              
    The issue of 45,224,006 new Shares upon conversion of the Convertible     
    Bonds at an initial conversion price of HK$7.098 per Share (assuming      
    full conversion of the Convertible Bonds) (as described above under       
    the section headed "Issue of Convertible Bonds") and the issue of         
    54,616,106 new Shares under the Subscription Top-up at the Placing        
    Price of HK$5.724 represent a weighted average issue price of HK$6.35     
    per Share.                                                                
                                                                              
    General mandate to issue New Shares                                       
                                                                              
    The New Shares will be issued pursuant to the general mandate granted     
    by the Shareholders to the Directors at the annual general meeting of     
    the Company held on 14 June 2004.                                         
                                                                              
    An application will be made to the Hong Kong Stock Exchange for the       
    listing of, and permission to deal in, the New Shares.                    
                                                                              
    The Conversion Shares and the New Shares represent 20% of the issued      
    share capital of the Company as at                                        
    14 June 2004.                                                             
                                                                              
    Ranking                                                                   
                                                                              
    The New Shares shall, when fully paid, rank pari passu in all respects    
    with the existing Shares of the Company in issue or to be issued by       
    the Company on or prior to the date of completion of the Subscription.    
                                                                              
    Conditions of the Subscription Top-up                                     
                                                                              
    Completion of the Subscription Top-up is conditional upon the             
    fulfilment of the following conditions:                                   
                                                                              
    (a)        the Listing Committee of the Hong Kong Stock Exchange          
    granting listing of and permission to deal in the New Shares;             
                                                                              
    (b)        completion of the Placing having occurred pursuant to the      
    terms of the Placing and Subscription Agreement;                          
                                                                              
    (c)        the Executive Director of the Corporate Finance Division of    
    the Securities and Futures Commission granting the Vendor a waiver        
    from the obligation to make a general offer under the Takeovers Code;     
    and                                                                       
                                                                              
    (d)        (if necessary) the Bermuda Monetary Authority consenting to    
    the issue of the New Shares.                                              
                                                                              
    Condition (c) above cannot be waived. This waiver is required pursuant    
    to note 6 of the notes on dispensation from Rule 26 of the Takeovers      
    Code from the obligation to make a general offer under Rule 26 which      
    would otherwise arise as a result of the Subscription and Top-up.         
                                                                              
    Completion of the Subscription Top-up                                     
                                                                              
    Subject to fulfilment of the above conditions, completion of the          
    Placing and Subscription Agreement shall take place not later than 14     
    days after the date of the Placing and Subscription Agreement or such     
    later time and/or date as the Company and the Vendor may agree in         
    writing. If the Placing and Subscription Agreement is not completed       
    within 14 days after the date of the Placing and Subscription             
    Agreement, the Subscription Top-up would constitute a connected           
    transaction for the Company under the Listing Rules requiring             
    independent shareholders approval.                                        
                                                                              
    3.        CHANGES IN THE SHAREHOLDING STRUCTURE OF THE COMPANY            
                                                                              
    The shareholdings in the Company before and after the Placing and the     
    Subscription Top-up (without taking account of the Shares to be issued    
    pursuant to the exercise of Share Options or the Conversion Shares)       
    are summarised as follows:                                                
                                                                              
                    Immediately after         Immediately after               
                    completion of the         completion of the               
                    Placing but before         Placing and                    
            At present        Subscription Top-up        Subscription Top-up  
            No. of Shares                %                No. of Shares