10:39 MOULIN<00389> - Announcement (2) DELAY IN PUBLICATION OF ANNUAL RESULTS During the first quarter of 2005, the Company and its finance department had been heavily engaged in the completion of the acquisition of Eye Care Centers of America, Inc. as a result of which manpower available for the audit work had been reduced. As a result, the preparation of relevant supporting information for the purposes of the audit work has been behind schedule. DTT commenced audit work in the week of February 21, 2005. None of the 16 overseas operating subsidiaries of the Company are audited by the Company's auditors or their affiliated firms, and therefore the Company's auditors required more time to coordinate the audits of such subsidiaries. In addition, as explained in "Change of Auditors" below, DTT resigned as the auditors of the Company with effect from April 18, 2005 and CCIF will be proposed by the Board to be appointed as the new auditors of the Company. For the reasons set out above and after discussions with CCIF as to the status of the supporting documentation for the audit work, the outstanding issues raised by DTT as mentioned below and CCIF's estimated time frame for completing the audit, the Board currently anticipates that the publication of the 2004 annual results will be delayed until the latter half of May, 2005. The Company has confirmed with CCIF that, as at the date of this announcement, the audit work is on schedule. 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. However, such delay will not constitute a breach of the Bye-laws of the Company or the applicable laws of Bermuda. 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 affect certain of the banking facilities entered into by the Group in the aggregate amount of approximately HK$1.7 billion 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. The Directors confirm that they have not dealt in the securities of the Company since March 30, 2005 and they will not deal in the securities of the Company until the 2004 annual results are announced. 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. As DTT indicated that they would be unable to commit to any reporting deadline until their concerns as mentioned below had been resolved and in view of the extent of the additional costs which DTT indicated were to be incurred to complete the audit, the Board resolved to propose to the Shareholders the appointment of CCIF as the new auditors of the Company. Prior to DTT's resignation, DTT had raised concerns to the Company with regards to the sufficiency of, and access to, audit evidence, errors in accounting treatment for certain intangible and fixed assets, and also whether the Group has proper internal controls to ensure that transactions are properly documented and proper books and records maintained. The Company has confirmed with CCIF that CCIF will consider alternative procedures to deal with the insufficiency of audit evidence. The Company understands that the alternative procedures will include obtaining third party confirmations and establishing an audit trail of documents from order placement to raw material procurement, production, invoicing and settlement of invoices. The Company believes that the concern regarding access to audit evidence was due to the reduction in manpower for the audit work as a result of the completion of the acquisition of Eye Care Centers of America, Inc., and the fact that the information systems of the