09:32 HAYWOOD INV<00905>-Announcement & Resumption of Trading (7) 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-entitlement basis commencing from Friday, 11 March 2005 and that 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. Shareholding structure of the Company The following is the shareholding structure of the Company immediately before and after completion of the Open Offer assuming the Share Consolidation has become effective: Immediately Immediately after completion of after completion the Open Offer of the Open Offer (assuming no (assuming all Qualifying Shareholders Qualifying Shareholders takes up his/her /its Immediately before take up their respective entitlement under completion of entitlements under the Open Offer except the Open Offer the Open Offer) for Mr. Lee) New Shares Percentage New Shares Percentage New Shares Percentage (approximately) (approximately) (approximately) Mr. Lee 16,395,200 20.49% 32,790,400 20.49% 32,790,400 20.49% Kingston 0 0.00% 0 0.00% 31,802,400 19.88% Orient 0 0.00% 0 0.00% 31,802,400 19.88% Public Other public Shareholders 63,604,800 79.51% 127,209,600 79.51% 63,604,800 39.75% Total 80,000,000 100.00% 160,000,000 100.00% 160,000,000 100.00% Reasons for the Open Offer and use of proceeds The Group is an investment company listed pursuant to Chapter 21 of the Listing Rules and is principally engaged in investment in listed and unlisted companies in Hong Kong and in the PRC. 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. At present, no particular investment targets have been identified by the Company. Should any investment be made, the Company will comply with the Listing Rules. The Board considers that the Open Offer provides a good opportunity for the Group to strengthen its capital base and to enhance its financial position under the current favourable market sentiment. In addition, since the Open Offer will allow the Qualifying Shareholders to maintain their respective pro rata shareholdings in the Company, the Board considers that it is in the interests of the Company and the Shareholders as a whole to raise capital through the Open Offer. The estimated expenses of the Open Offer are about HK$0.7 million, which comprise professional fees payable to the financial advisers and lawyers and certain printing and advertisement fee, and will be borne by the Company. Fund raising activities of the Company during the 12 months ended the date of announcement There has not been any rights issue or open offer of Shares in the last 24 months immediately before the date of this announcement. The following table summaries the capital raising activities of the Group for the 12 months immediately before the date of this announcement: