09:43     HAYWOOD INV<00905> - Announcement (5)                               

    Company and Hua Yu will terminate the New IM Agreement. The               
    Company will make proper announcement and seek its independent            
    shareholders' approval, where appropriate, if the investment              
    management fee of any new investment management agreement                 
    entered into by the Company in the future exceeds the exemption           
    provisions of the Listing Rules.                                          
                                                                              
    However, the Company will make proper announcement and seek its           
    independent shareholders' approval, where appropriate, if the             
    investment management fee in any Financial Year is above the              
    exemption provision of Rule 14A.34 of the Listing Rules.                  
                                                                              
    TERMINATION OF THE IM AGREEMENT                                           
                                                                              
    Upon the appointment of Hua Yu as investment manager under the            
    New IM Agreement, the appointment of Altus Capital as investment          
    manager under the IM Agreement will be terminated with effect             
    from 20 May 2005 accordingly.                                             
                                                                              
    The original term of the IM Agreement was from 4 March 2004 to            
    20 May 2005. The Company is not required to pay any compensation          
    to Altus Capital as a result of the termination of the IM                 
    Agreement                                                                 
                                                                              
    COMPARISON OF THE INVESTMENT MANAGEMENT FEE BETWEEN THE IM                
    AGREEMENT AND NEW IM AGREEMENT                                            
                                                                              
    The differences of investment management fee between the                  
    investment management fee between the IM Agreement and New IM             
    Agreement are set out as follows:                                         
                                                                              
    IM Agreement    New IM Agreement                                          
                                                                              
    Monthly Management Fee  The higher of:                                    
    *       1.5% per annum of the net asset value of the    0.375% of         
    the Net Asset Value                                                       
            Company as at the immediately preceding         per quarter,      
    subject to a minimum of                                                   
            Valuation Date on the basis of the actual       HK$150,000 per    
    three months                                                              
            number of days in the relevant calendar                           
            month over a year of 365 days; or                                 
    *       HK$ 30,000 per month                                              
                                                                              
    Performance Fee A rate of 20% on the realized profit    Not               
    applicable                                                                
    from any investment and/ or divestment                                    
    transaction or from any other transaction.                                
                                                                              
    RESIGNATION AND APPOINTMENT OF COMPANY SECRETARY AND AUTHORIZED           
    REPRESENTATIVE                                                            
                                                                              
    The Board announces that Mr. Chu Kin Wang Peleus has resigned             
    as company secretary and authorized representative of the                 
    Company with effect from 20 May 2005. The Board would like to             
    express its sincere gratitude to Mr. Chu Kin Wang Peleus for              
    the valuable contribution to the Company during the tenure of             
    his service.                                                              
                                                                              
    The Board also announces that Mr. Tsun Kok Chung Richard (*) ("Mr. Tsun"),
    one of the executive directors of the Company,                            
    has been appointed as company secretary and authorized                    
    representative of the Company with effect from 20 May 2005. Since         
    Mr. Tsun is a solicitor as defined in the Legal Practitioners             
    Ordinance (Cap. 159 of the Laws of Hong Kong), he has satisfied           
    the requirement of being a company secretary set out in Rule              
    8.17(2) of the Listing Rules.                                             
                                                                              
    GENERAL                                                                   
                                                                              
    The Company is an investment company whose shares are listed              
    on the Stock Exchange pursuant to Chapter 21 of