09:33 HAYWOOD INV<00905>-Announcement & Resumption of Trading (10) 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. DEFINITIONS "Application Form(s)" the application form(s) for use by the Qualifying Shareholders to apply for the Offer Shares "associates" has the meaning ascribed thereto in the Listing Rules "Board" the board of Directors "Companies Law" the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands "Companies Ordinance" the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) "Company" Haywood Investment Limited, a company incorporated in the Cayman Islands under the Companies Law, the issued Shares of which are listed on the Stock Exchange "Director(s)" the director(s) of the Company, including the independent non-executive directors of the Company "EGM" the extraordinary general meeting of the Company to be convened to approve, among others, the increase in authorised share capital of the Company, the Share Consolidation and the Open Offer "Excluded Shareholders" the Shareholder(s) whose name(s) appear on the register of members of the Company on the Record Date and whose address is/are in a place(s) outside Hong Kong where, the Directors, based on legal opinions provided by legal advisers of the Company, consider it necessary or expedient to exclude any such Shareholder on account either of the legal restrictions under the laws of the place of his/her/its registered address or the requirements of the relevant regulatory body or stock exchange in that place "Group" the Company and its subsidiaries "Hong Kong" the Hong Kong Special Administrative Region of the PRC "Kingston" Kingston Securities Limited, a licensed corporation to carry out type 1 regulated activity (dealing in securities) under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "Mr. Lee" or "Substantial Shareholder" Mr. Lee Wing On Samuel, the substantial Shareholder "New Share(s)" share(s) of HK$0.025 each in the share capital of the Company upon the increase in authorised share capital of the Company and Share Consolidation becoming effective "Offer Shares" 80,000,000 New Shares proposed to be offered to the Qualifying Shareholders for subscription pursuant to the Open Offer "Open Offer" the proposed issue of the Offer Shares by way of open offer to the Qualifying Shareholders on the terms to be set out in the Prospectus Documents and the terms of which summarised herein "Orient" Orient Securities Limited, a licensed corporation to carry out types 1, 4, 6, 7 and 9 regulated activities (dealing in securities, advising on securities and corporate finance, providing automated trading services and asset management) under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) "PRC" the People's Republic of China "Prospectus" the Open Offer prospectus "Prospectus Documents" the Prospectus and the Application Form "Prospectus Posting Date" 21 March 2005 or such later date as may be agreed between the Company, the Substantial Shareholder and Kingston (for and on behalf of the Underwriters) for the despatch of the Prospectus Documents "Qualifying Shareholders" the Shareholder(s) other than Excluded