09:44 HAYWOOD INV<00905> - Announcement (6) the Listing Rules. The Company is principally engaged in investments in a diversified portfolio of listed and unlisted companies in Hong Kong and the PRC. The Board (including the independent non-executive directors) is of the view that the New IM Agreement has been entered into on normal commercial terms and in the ordinary and usual course of business of the Company, and that the terms of the New IM Agreement are fair and reasonable so far as the Company and its shareholders are concerned. The Board is not aware of any other matters that need to be brought to the holders of securities of the Stock Exchange in relation to the change of investment manager, company secretary and authorized representative. As at the date of this announcement, the Board is comprised of Mr. Tai Ah Lam, Michael, Mr. Phang Yul Cher Yeow, Mr. Tham Ming Yong and Mr. Tsun Kok Chung, Richard as executive directors, Mr. Cui Zanming as non-executive director, Dr. Wong Yun Kuen, Edward, Mr. Hsieh Dominick and Ms. Lam Lin Chu as independent non-executive directors. DEFINITIONS "Altus Capital" Altus Capital Limited, a company incorporated in Hong Kong, with limited liability and a licensed corporation registered under the SFO "Board" the board of directors of the Company "Business Day" a day (other than a Saturday) on which banks in Hong Kong are open for business "Company" Haywood Investments Limited, a company incorporated in the Cayman Islands with limited liability, which shares are traded on the Stock Exchange "Financial Year" financial year of the Company being the twelve (12) months from 1 January to 31 December "Group" the Company and its subsidiaries "Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China "Hua Yu" Hua Yu Investment Management Limited, a 91% owned subsidiary of Yu Ming Investment Management Limited and a deemed Licensed Corporation under the SFO permitted to carry on Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) of the regulated activities "IM Agreement" the agreement governing the appointment of Altus Capital as the investment manager of the Company dated 4 March 2004 entered into between the Company and Altus Capital "Listing Rules" Rules Governing the Listing of Securities on the Stock Exchange "Net Asset Value" the consolidated net asset value of the Group as announced by the Company in accordance with the Listing Rules from time to time "New IM Agreement" the investment management agreement dated 12 May 2005 entered into between the Company and Hua Yu "Quarter Date" 31st March, 30th June, 30th September and 31st December in each year during the term of the New IM Agreement or if such day is not a Business Day, the immediately following Business Day