Walnut Capital Limited — AGM Information 2005

Apr 29, 2005

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HAYWOOD INVESTMENTS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 905)

Proxy form for use at the Annual General Meeting to be held on Tuesday, 24th May 2005 at 10:00 a.m.

I/We[(] [Note 1][)]

of

being the registered holder(s) of

shares[(] [Note 2][)] of HK$0.025 each in the capital of

HAYWOOD INVESTMENTS LIMITED (the “Company”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING or[(] [Note 3][)]

of

as my/our proxy to attend the annual general meeting of the Company to be held at Island Pacific Hotel at 152 Connaught Road West, Hong Kong on Tuesday, 24th May 2005 at 10:00 a.m., and at any adjournment thereof, and vote for me/us as indicated below, and if no such indication is given, as my/our proxy thinks fit.[(] [Note 4][).]

		FOR(Note 4)	AGAINST(Note 4)
1.	To receive and adopt the audited financial statements and the reports of
	the directors and auditors for the year ended 31st December, 2004.
2.	(i)To re-elect Mr. Wong Fong Kim as executive director.
	(ii)To re-elect Mr. Phang Yul Cher Yeow as executive director.
	(iii)To re-elect Mr. Tham Ming Yong as executive director.
	(iv)To re-elect Mr. Tsun Kok Chung, Richard as executive director.
	(v)To re-elect Mr. Cui Zanming as non-executive director.
	(vi)To re-elect Ms. Lam Lin Chu as independent non-executive director.
3.	To re-appoint auditors and to authorise the directors to fix their
	remuneration.
4.	To give a general mandate to the directors to allot and issue additional
	shares.
5.	To give a general mandate to the directors to repurchase shares.
6.	To extend the general mandate to the directors to allot and issue additional
	shares up to a maximum of 20% of the shares repurchased pursuant to
	resolution numbered 5.

Dated the day of

2005

Shareholder’s Signature[(] [Note 5][)]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares of HK$0.025 each registered in your name(s). If no number is inserted, the proxy form will be deemed to relate to all the shares of the Company registered in your name(s).

3. If any proxy other than the Chairman is preferred, please strike out “ CHAIRMAN OF THE MEETING or” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED “FOR” BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED “AGAINST” BESIDE THE APPROPRIATE RESOLUTION . Failure to complete any or all boxes will entitle your proxy to cast his votes on the relevant resolutions at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

5. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, this proxy form must be under its common seal or under the hand of an officer or attorney duly authorised.

6. Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he was solely entitled thereto but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

7. To be valid, this proxy form together with the power of attorney or other authority (if any) under which it is signed, or certified copy thereof, must be lodged with the principal place of business of the Company in Hong Kong at 17th Floor, Shiu Fung Building, 51-53 Johnston Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

8. A proxy need not be a member of the Company but must attend the meeting in person to represent you.

9. Completion and deposit of the proxy form will not preclude you from attending and voting in the meeting if you so wish.