09:30 HAYWOOD INV<00905>-Announcement & Resumption of Trading (2) dealings in such Shares will take place while the conditions to which the Underwriting Agreement is subject remain unfulfilled. Any Shareholder or other person dealings in such Shares up to the date on which all conditions to which the Open Offer is subject are fulfilled (which is expected to be Tuesday, 12 April 2005) will accordingly bear the risk that the Open Offer cannot become unconditional and may not proceed. Any Shareholder or other person contemplating selling or purchasing Shares who is in any doubt about his/her/its position is recommended to consult his/her/its own professional adviser. GENERAL The EGM will be held to consider and, if thought fit, passing the resolutions to approve the proposed increase in authorised share capital of Company, the proposed Share Consolidation and the proposed Open Offer. An independent board committee will be established to make recommendations to the Shareholders in relation to the proposed Open Offer and an independent financial adviser will be appointed to advise the independent board committee and the Shareholders in relation to the proposed Open Offer. A circular containing, among other things, details of the proposed increase in authorised share capital of Company, the proposed Share Consolidation and the proposed Open Offer, the recommendation of the independent board committee to the Shareholders and a letter of advice from the independent financial adviser to the independent board committee and the Shareholders in relation to the proposed Open Offer and the notice of EGM, will be despatched to the Shareholders as soon as possible. SUSPENSION AND RESUMPTION OF TRADING At the request of the Company, trading in Shares on the Stock Exchange was suspended from 9:30 a.m. on Monday, 31 January 2005 pending the release of this announcement. Application has been made by the Company to the Stock Exchange for resumption of trading in Shares on the Stock Exchange with effect from 9:30 a.m. on Tuesday, 8 February 2005. (1) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL As at the date of this announcement, the authorised share capital of the Company was HK$2,000,000 divided into 200,000,000 Shares, all of which had been issued and fully paid or credited as fully paid. In order to accommodate future expansion and growth of the Group, the Directors propose to increase the authorised share capital of the Company from HK$2,000,000 divided into 200,000,000 Shares to HK$10,000,000 divided into 1,000,000,000 Shares by the creation of an additional 800,000,000 unissued Shares. The increase in the authorised share capital of the Company is conditional upon the passing of an ordinary resolution by the Shareholders at the EGM. (2) PROPOSED SHARE CONSOLIDATION AND CHANGE IN BOARD LOT SIZE The Directors propose 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. The proposed increase in authorised share capital and the proposed Share Consolidation are not inter-conditional on each other. The following table shows the total authorised capital of the Company after the Share Consolidation, but before the completion of the Open Offer, in the event that the increase in authorised share capital is/is not approved by the Shareholders at the EGM: Assuming the increase in authorised Assuming the increase in authorised share capital is not approved share capital is approved by the Shareholders at the EGM by the Shareholders at the EGM (Nominal value (Nominal value Number of at HK$0.025 Number of at HK$0.025 New Shares per New Share) New Shares per New Share) HK$ HK$ Total authorised 80,000,000 2,000,000 400,000,000 10,000,000 Total issued 80,000,000 2,000,000 80,000,000 2,000,000 Total unissued - - 320,000,000 8,000,000 Any fractional New Shares arising as a result of the Share Consolidation