10:11 MOULIN INT'L<00389> - Announcement & Resumption (11) Vendor or its nominees under the Subscription Top-up "Placing" the placing of the Placing Shares pursuant to the Placing and Subscription Agreement "Placing Agent" J.P. Morgan Securities (Asia Pacific) Limited "Placing and Subscription the placing, underwriting and subscription agreement dated 19 February Agreement" 2005 between the Vendor, the Company and the Placing Agent "Placing Closing Date" 24 February 2005 or such other date as the Vendor and the Placing Agent may agree in writing "Placing Price" HK$5.724 per Placing Share "Placing Shares" 54,773,674 existing Shares "PRC" The People's Republic of China "Security" any mortgage, charge, pledge, lien or other form of encumbrance or security interest "Share(s)" ordinary share(s) of HK$0.50 each in the share capital of the Company "Share Options" options to subscribe for Shares granted under the share option scheme of the Company adopted on 6 September 2002 "Shareholder(s) holder(s) of Share(s) as recorded on the Registers of Members of the Company "Subscription Agreement" the subscription agreement dated 19 February 2005 between the Manager and the Company in connection with the issue of the Convertible Bonds "Subscription Closing Date" 10:00 a.m. (Hong Kong time) on 19 April 2005 or such other time or date on or before 26 April 2005 as may be agreed by the Company and the Manager "Subscription Top-up" the conditional subscription by the Vendor of the New Shares pursuant to the Placing and Subscription Agreement "Subscription Top-up Price" is equivalent to the Placing Price per Share "subsidiary" has the meaning ascribed to it in section 2(4) of the Companies Ordinance of Hong Kong (Chapter 32 of the Laws of Hong Kong) "Takeovers Code" the Hong Kong Codes on Takeovers and Mergers "Terms and Conditions" the terms and conditions of the Convertible Bonds to appear on the reverse of each of the definitive certificates evidencing the Convertible Bonds "US" the United States of America, its territories and possessions, any State of the United States, and the District of Columbia "US Securities Act" the U.S. Securities Act of 1933, as amended "Vendor" Sharp Merit International Limited, wholly owned by Dynamic Utility Limited, as trustee for the Ma Family Unit Trust "%" per cent. By Order of the Board Moulin Global Eyecare Holdings Limited Ma Bo Kee Chairman Hong Kong, 21 February 2005 As at the date of this announcement, the executive Directors are Mr. Ma Bo Kee, Mr. Ma Bo Fung, Mr. Ma Bo Lung, Mr. Ma Lit Kin Cary, Mr. Ma Hon Kin, Dennis, Mr. Tong Ka Wai, Dicky and Mr. Joseph A. Barrett and the independent non-executive Directors are Mr. Ng Tai Chiu, David, Mr. Chan Wing Wah, Ivan and Mr. So Kwan Hon, Danny.