09:08 HAYWOOD INV<00905> - Announcement (2) Change in the substantial shareholder of the Company The Board announces that the Company has been notified by Mr. Lee Wing On Samuel , a substantial shareholder of the Company, that he has disposed of 32,790,400 Shares to Xiyang on 30 May 2005, representing approximately 20.49% of the total issued share capital of the Company, at a consideration of HK$2,295,328 (equivalent to HK$0.07 per Share)and upon such disposal, Mr. Lee Wing On Samuel and his associates do not hold any Shares. To the best knowledge of the Company, save for the acquisition of 32,790,400 Shares from Mr. Lee Wing On Samuel, Xiyang has also acquired 9,920,000 Shares at a price of HK$0.065 per Share through the Stock Exchange as at the date of this announcement, and accordingly, Xiyang are interested in 42,710,400 Shares, representing approximately 26.69% of the total issued share capital of the Company, and become the new substantial shareholder of the Company. Immediately before the acquisition of Shares, Xiyang and its ultimate beneficial owners are independent third parties and not connected persons (as defined in the Listing Rules) of the Company. Xiyang is principally engaged in investments in properties in Hong Kong. The Board confirms that the change of substantial shareholder as aforesaid will not have any material impact on the operation of the Company. It is the intention of the Company to invite the representatives of Xiyang to join the Board. Further announcement will be made by the Company in compliance with the Listing Rules if there is any change in the composition of the Board. Disposal of Shares by Mr. Cui Zanming The Board also wishes to announce that the Company has been notified by Mr. Cui Zanming, a non executive director of the Company, that he has disposed of 9,600,000 Shares at a price of HK$0.065 per Share through the Stock Exchange today. The following is the shareholding structure of the Company immediately before and after the acquisition of Shares from Mr. Lee Wing On Samuel and through the market by Xiyang ("the Acquisition") and the disposal of Shares by Mr. Cui Zanming: Immediately before Immediately after the Acquisition and the Acquisition and the disposal of Shares the disposal of Shares by Mr. Cui Zanming by Mr. Cui Zanming Shares Percentage Shares Percentage Mr. Lee Wing On Samuel 32,790,400 20.49% - - Mr. Cui Zanming, a non-executive director of the Company 9,600,000 6.0% - - Xiyang - - 42,710,400 26.69% Public Shareholders 117,609,600 73.51% 117,289,600 73.31% Total 160,000,000 100.00% 160,000,000 100.00% Save for disclosed above, the Board confirms that there are no negotiations or agreements relating to intended acquisitions or realizations, which are discloseable under rule 13.23, neither is the Board aware of any matter discloseable under the general obligation imposed by rule 13.09, which is or may be of a price-sensitive nature. Made by the order of the Board, the directors of which individually and jointly accept responsibility for the accuracy of this statement. Definitions