09:43 HAYWOOD INV<00905> - Announcement (3) Hua Yu, its beneficial owners and its directors are independent third parties who are not connected with the Company before entering into the New IM Agreement. Background of Hua Yu's Directors The particulars of all of the directors of Hua Yu are as follows: Mr. Fung Yiu Fai, Peter (*) is a responsible officer and a director of Hua Yu and Yu Ming and the Managing Director of Yu Ming Investments Limited. Mr. Fung, together with other directors of Hua Yu, was involved in the investment management of Sino Technology Investments Limited. Between 1989 and June 1997, Mr. Fung was the Managing Director of Sun Hung Kai International Limited, a wholly-owned subsidiary of Sun Hung Kai & Co. Limited, a company whose securities are listed on the Stock Exchange. He was also a director of Sun Hung Kai Fund Management Limited and Tian An China Investments Company Limited. Mr. Fung has over 30 years of experience in investment banking and has extensive exposure in strategic investments in Hong Kong and Southern Asia. For his experience of investments on behalf of third party investors, Mr. Fung acted as the investment manager of (i) Sun Hung Kai International Limited during the period between 1990 and 1997, (ii) the SHK Convertible Management Limited during the period between 1993 and 1997; (iii) Yu Ming Investment Management Limited since 1997. Mr. Lee Wa Lun, Warren (*) is a responsible officer of Hua Yu and Yu Ming, and a director Yu Ming Investments Limited. Mr. Lee, together with other directors of Hua Yu, was involved in the investment management of Sino Technology Investments Limited. He joined Sun Hung Kai International Limited in July 1992 and became a director of Sun Hung Kai International Limited in 1996. He has been actively involved in managing the investment of Yu Ming Investments Limited since 1992 and SHK Convertibles Limited between 1992 and 1997. Prior to joining Sun Hung Kai International Limited, he worked in ABN Amro Bank N.V. in Hong Kong during the period between March 1988 and July 1992. His last position was Senior Assistant Manager of Corporate Banking Department responsible for corporate account relationship. For his experience of investments on behalf of third party investors, Mr. Lee acted as the investment manager of (i) Sun Hung Kai International Limited during the period between 1992 and 1997, (ii) SHK Convertible Management Limited during the period between 1993 and 1997; (iii) Yu Ming Investment Management Limited since 1997. At the time when Mr. Fung and Mr. Lee worked there, Sun Hung Kai International Limited was active in investment management and corporate finance. Sun Hung Kai International Limited established Yu Ming Investments Limited in 1989 and SHK Convertibles Limited in 1993, both are investment companies listed on the Stock Exchange. Mr. Wang Yi Nan (*) is a responsible officer and director of Hua Yu. Mr. Wang has 13 years experience in finance and investment management in the PRC and 11 years experience in finance and investment management in Hong Kong. Mr. Wang, together with other directors of Hua Yu, was involved in the investment management of Sino Technology Investments Limited. Between 1998 to January 2004, Mr. Wang was Senior Executive Chairman of Jutian Securities Corporation Limited (*) ("Jutian"), a PRC investment bank involved in underwriting and sponsoring of new listings, and asset management in the PRC. Jutian is a member of the Shenzhen Stock Exchange and the Shanghai Stock Exchange. As at the end of 2004, according to the audited financial report, Jutian had total assets of Rmb 1.8 billion, Rmb 1.2 billion