09:31 HAYWOOD INV<00905>-Announcement & Resumption of Trading (4) Number of Offer Shares : Pursuant to the Underwriting Agreement, the underwritten by the Underwriters Underwriters have conditionally agreed to underwrite the Underwritten Shares, being 63,604,800 Offer Shares, subject to and upon the terms and conditions of the Underwriting Agreement. Each of the Underwriters is not a connected person (as defined in the Listing Rules) of the Company and is an independent third party not connected with the directors, chief executive or substantial shareholders of the Company or its subsidiaries or any of their respective associates. The Company has no derivatives, options, warrants and conversion rights or other similar rights which are convertible or exchangeable into Shares. Pursuant to the Underwriting Agreement, the Company has undertaken that it shall not from the date of the Underwriting Agreement until after the latest time for the Underwriting Agreement becoming unconditional (which is expected on Tuesday, 12 April 2005), issue any Shares or issue or grant any share options or other securities convertible into, exchangeable for or which carry rights to acquire Shares (other than the Offer Shares). Qualifying Shareholders The Company will send (i) the Prospectus Documents to the Qualifying Shareholders; and (ii) the Prospectus, for information only, to the Excluded Shareholders. To qualify for the Open Offer, Shareholders must, at the close of business on the Record Date be registered on the register of members of the Company and not being an Excluded Shareholder. In order to be registered as members of the Company on the Record Date, Shareholders must lodge any transfer of Shares (with the relevant Share certificates) for registration with the Registrar by 4:00 p.m. on Monday, 14 March 2005. The branch share registrar of the Company in Hong Kong is: Secretaries Limited Ground Floor, Bank of East Asia Harbour View Centre 56 Gloucester Road, Wanchai, Hong Kong The invitation to apply for the Offer Shares will not be transferable and there will be no trading in nil-paid entitlements on the Stock Exchange and the Qualifying Shareholders will not be entitled to subscribe for any Offer Shares in excess of their respective entitlements. The Director consider that as the additional administrative work is saved by not offering the Shareholders to trade in nil-paid entitlements on the Stock Exchange or to subscribe for any Offer Shares in excess of the Qualifying Shareholders' respective entitlements, after evaluating on the cost and benefit, the aforesaid arrangements shall be in the best interest of the Company and the Shareholders as a whole. Closure of register of members The register of members of the Company will be closed from Tuesday, 15 March 2005 to Thursday, 17 March 2005 (both dates inclusive) to determine the eligibility of Shareholders to the Open Offer. No transfer of Shares will be registered during this period. Subscription Price HK$0.065 per Offer Share, payable in full on application. The Subscription Price represents: (i) a discount of approximately 52.9% to the closing price of HK$0.138 per New Share (assuming the Share Consolidation has become effective) as quoted on the Stock Exchange on 28 January 2005, being the last trading day before the suspension of trading in the Shares pending the publication of this announcement; (ii) a discount of approximately 35.6% to the theoretical ex-entitlement price of approximately HK$0.101 per New Share (assuming the Share Consolidation has become effective) based on the aforesaid closing price per New Share; and (iii) a discount of approximately 54.5% to the average closing price of HK$0.143 per New Share (assuming the Share Consolidation has become effective) as quoted on the Stock Exchange for the last 10 consecutive trading days up to and including 28 January 2005. The Subscription Price has been determined based on arm's length negotiations between the Company and the Underwriters, with reference to