09:31     HAYWOOD INV<00905>-Announcement & Resumption of Trading (6)         

    existing law or regulation (or the judicial interpretation thereof) or    
    other occurrence of any nature whatsoever which may in the reasonable     
    opinion of Kingston (for and on behalf of the Underwriters), materially   
    and adversely affect the business or the financial or trading position    
    or prospects of the Group as a whole; or                                  
                                                                              
    (b)   the occurrence of any local, national or international event or     
    change, whether or not forming part of a series of events or changes      
    occurring or continuing before, and/or after the date of the              
    Underwriting Agreement, of a political, military, financial, economic or  
     other nature (whether or not ejusdem generis with any of the             
    foregoing), or in the nature of any local, national or international      
    outbreak or escalation of hostilities or armed conflict, or affecting     
    local securities markets which may, in the reasonable opinion of          
    Kingston (for and on behalf of the Underwriters) materially and           
    adversely affect the business or the financial or trading position or     
    prospects of the Group as a whole; or                                     
                                                                              
    (2)   any adverse change in market conditions (including, without         
    limitation, any change in fiscal or monetary policy, or foreign exchange  
     or currency markets, suspension or material restriction of trading in    
    securities) occurs which, in the reasonable opinion of Kingston (for and  
     on behalf of the Underwriters), is likely to materially or adversely     
    affect the success of the Open Offer or otherwise makes it inexpedient    
    or inadvisable to proceed with the Open Offer; or                         
                                                                              
    (3)   there is any change in the circumstance of the Company or any       
    member of the Group which, in the reasonable opinion of Kingston (for     
    and on behalf of the Underwriters), will adversely affect the prospects   
    of the Company, including without limiting the generality of the          
    foregoing the presentation of a petition or the passing of a resolution   
    for the liquidation or winding up or similar event occurring in respect   
    of any member of the Group or the destruction of any material asset of    
    the Group; or                                                             
                                                                              
    (4)   any suspension in the trading of securities generally or the        
    Company's securities on the Stock Exchange for a period of more than      
    five consecutive business days, excluding any suspension in connection    
    with the clearance of this announcement, the associated circular and the  
     proxy form for use at the EGM or the Prospectus Documents or other       
    announcements or circulars in connection with the proposed increase in    
    authorised share capital of the Company, the Share Consolidation and the  
     Open Offer.                                                              
                                                                              
    If Kingston (for and on behalf of the Underwriters) terminates the        
    Underwriting Agreement, the Open Offer will not proceed.                  
                                                                              
    Conditions of the Underwriting Agreement                                  
                                                                              
    The Underwriting Agreement is conditional upon, among other things,:      
                                                                              
    (i)   the passing by Shareholders at the EGM of resolutions to approve    
    the increase in authorised share capital of the Company, the Share        
    Consolidation and the Open Offer;                                         
                                                                              
    (ii)   the delivery to the Stock Exchange for authorisation and the       
    registration with the Registrar of Companies in Hong Kong respectively    
    one copy of each of the Prospectus Documents in compliance with the       
    Listing Rules and the Companies Ordinance not later than the Prospectus   
    Posting Date;                                                             
                                                                              
    (iii)   the posting of the Prospectus Documents to the Qualifying         
    Shareholders on or before the Prospectus Posting Date; and                
                                                                              
    (iv)   the Listing Committee of the Stock Exchange granting or agreeing   
    to grant (subject to allotment) and not having withdrawn or revoked       
    listing of and permission to deal in, the Offer Shares by no later than   
    the Prospectus Posting Date.                                              
                                                                              
    If the conditions to the Underwriting Agreement are not fulfilled on the  
     dates as specified in the Underwriting Agreement (or such later date or  
     dates as Kingston (for and on behalf of the Underwriters) may agree      
    with the Company and the Substantial Shareholder in accordance with its   
    terms), the Underwriting Agreement shall terminate and the obligations    
    and liabilities of the parties thereto shall cease and determine save     
    for any antecedent breaches of the terms thereof. The Open Offer is       
    subject to the Underwriting Agreement having become unconditional and     
    not being terminated in accordance with its terms.                        
                                                                              
    WARNING OF RISKS OF DEALINGS IN SHARES                                    
                                                                              
    If Kingston (for and on behalf of the Underwriters) terminates the        
    Underwriting Agreement, or if the conditions of the Underwriting          
    Agreement have not been fulfilled in accordance with the terms thereof,   
    the Open Offer will not proceed. Shareholders and potential investors