09:29 HAYWOOD INV<00905>-Announcement & Resumption of Trading (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. HAYWOOD INVESTMENTS LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 905) (1) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL; (2) PROPOSED SHARE CONSOLIDATION AND CHANGE IN BOARD LOT SIZE; (3) PROPOSED OPEN OFFER OF NEW SHARES ON THE BASIS OF ONE OFFER SHARE FOR EVERY NEW SHARE HELD ON RECORD DATE; AND RESUMPTION OF TRADING FINANCIAL ADVISER TO THE COMPANY KINGSTON CORPORATE FINANCE LIMITED UNDERWRITERS KINGSTON SECURITIES LIMITED Orient Securities Limited (1) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL The Company proposes to increase the authorised share capital of the Company from HK$2,000,000 divided into 200,000,000 shares of HK$0.01 each to HK$10,000,000 divided into 1,000,000,000 shares of HK$0.01 each by the creation of an additional 800,000,000 unissued shares of HK$0.01 each. (2) PROPOSED SHARE CONSOLIDATION AND CHANGE IN BOARD LOT SIZE The Board proposes to effect the Share Consolidation by consolidating every five existing ordinary shares of HK$0.01 par value each into two new ordinary shares of HK$0.025 par value each and to change the board lot size for trading in the ordinary shares in the capital of the Company from 2,000 Shares to 20,000 New Shares. (3) PROPOSED OPEN OFFER OF NEW SHARES ON THE BASIS OF ONE OFFER SHARE FOR EVERY NEW SHARE HELD ON RECORD DATE The Company proposes to raise HK$5.2 million before expenses, by issuing Offer Shares at a price of HK$0.065 per Offer Share by way of the Open Offer, payable in full on application, on the basis of one Offer Share for every New Share held on the Record Date. The Open Offer will not be available to the Excluded Shareholders. To qualify for the Open Offer, all transfers of Shares must be lodged for registration with the Registrar by 4:00 p.m. on Monday, 14 March 2005. The register of members is expected to be closed from Tuesday, 15 March 2005 to Thursday, 17 March 2005 (both dates inclusive) to determine the entitlements to the Open Offer. The Open Offer is conditional upon, among other things, the completion of the proposed increase in authorised share capital of the Company and the Share Consolidation. Mr. Lee has undertaken to take up all its entitlements under the Open Offer, being 16,395,200 Offer Shares. The estimated net proceeds from the Open Offer will be approximately HK$4.5 million and will be used for future investment purposes which will be invested in accordance with the Company's investment policy of investing in listed and unlisted companies in Hong Kong and the PRC to achieve medium term capital appreciation. WARNING OF RISKS OF DEALING IN SHARES The Open Offer is conditional upon the Underwriting Agreement having become unconditional and the Underwriters not having terminated the Underwriting Agreement in accordance with the terms thereof (a summary of which is set out in the sub-paragraph headed "Termination of the Underwriting Agreement" in the paragraph headed "Underwriting Agreement" in the section headed "Proposed Open Offer of New Shares on the basis of one Offer Share for every New Share held on Record Date" below). Accordingly, the Open Offer may or may not proceed. Shareholders and potential investors should therefore exercise caution when dealings in the Shares, and if they are in any doubt about their position, they should consult their professional advisers. Shareholders should note that the Shares will be dealt with on an ex-entitlements basis commencing from Friday, 11 March 2005 and that