10:38 MOULIN<00389> - Announcement (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. Moulin Global Eyecare Holdings Limited (Incorporated in Bermuda with limited liability) (Stock Code: 389) TERMINATION OF SUBSCRIPTION AGREEMENT, DELAY IN PUBLICATION OF ANNUAL RESULTS AND CHANGE OF AUDITORS TERMINATION OF SUBSCRIPTION AGREEMENT Due to delay in the publication of the Company's results for the year ended December 31, 2004, certain conditions precedent under the Subscription Agreement cannot be fulfilled by the Closing Date. Accordingly, the Manager gave written notice to the Company on April 18, 2005 to exercise its right to terminate the Subscription Agreement, and the Convertible Bonds will not be issued. The Company expects that the termination of the Subscription Agreement will not have a material effect on the business or financial condition of the Company. DELAY IN PUBLICATION OF ANNUAL RESULTS The Board currently anticipates that the publication of the 2004 annual results will be delayed until the latter half of May, 2005. The delay in publication of the 2004 annual results constitutes a breach of Rules 13.46(2)(a) and 13.49(1) of the Listing Rules. The Stock Exchange reserves the right to take appropriate action against the Company and/or the Directors in respect of such breach. The delay in publication of the 2004 annual results and the suspension of dealings in the Shares on the Stock Exchange as a result of such delay may also affect certain of the banking facilities entered into by the Group and hence may have a material effect on the business or financial condition of the Company. However, the Company had discussed with its principal bankers who did not indicate that their respective credit facilities extended to the Company will be affected. Trading in the Shares on the Stock Exchange has been suspended at the Company's request from 9:30 a.m. on April 18, 2005 and will continue to be suspended until the publication of the Company's 2004 annual results and the concerns of the Stock Exchange arising from the delay in the publication of annual results have been satisfactorily addressed. CHANGE OF AUDITORS DTT resigned as auditors of the Company with effect from April 18, 2005. The Board will propose to the Shareholders at the SGM the appointment of CCIF as the new auditors of the Company to fill the vacancy arising from DTT's resignation until the conclusion of the next annual general meeting of the Company. A circular containing the notice of the SGM and details of DTT's resignation and the proposed appointment of CCIF as the new auditors will be sent to the Shareholders as soon as reasonably practicable. TERMINATION OF SUBSCRIPTION AGREEMENT Reference is made to the announcement of the Company dated February 21, 2005 in relation to, among other things, the proposed issue of the Convertible Bonds by the Company. Due to delay in the publication of the Company's results for the year ended December 31, 2004 (see further "Delay in Publication of Annual Results" below), certain conditions precedent under the Subscription Agreement, including the announcement of the Company's 2004 annual results by April 14, 2005, cannot be fulfilled by the Closing Date. Accordingly, the Manager gave written notice to the Company on April 18, 2005 to exercise its right to terminate the Subscription Agreement, and the Convertible Bonds will not be issued. As mentioned in the Company's announcement dated February 21, 2005, the net proceeds of the Convertible Bonds, estimated to be approximately HK$306 million, were intended to be used to retire a portion of the Company's bank debt. Although the issue of the Convertible Bonds could lengthen the Company's debt maturity profile, lock in existing financing costs and reduce the interest rate payable by the Company, the Company expects that the termination of the Subscription Agreement will not have a material effect on the business or financial condition of the Company.