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Walnut Capital Limited Board/Management Information 2005

Jul 11, 2005

49552_rns_2005-07-11_b7b49d16-aa7d-4818-b8b0-975f629785ab.pdf

Board/Management Information

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HAYWOOD INVESTMENTS LIMITED

(incorporated in Cayman Islands with limited liability)

Stock Code: 905

APPOINTMENT OF NON-EXECUTIVE DIRECTOR AND INDEPENDENT NON-EXECUTIVE DIRECTOR RESIGNATION OF EXECUTIVE DIRECTOR AND INDEPENDENT NON-EXECUTIVE DIRECTOR

The Board of Directors (the “Board”) of Haywood Investments Limited (the “Company”) is pleased to announce that Ms. Huang Song (黃松 ) (“Ms. Huang”) has been appointed as non-executive director of the Company with effect from 7 July 2005 and Mr. Liu Wing Ting Stephen (廖榮定 ) (“Mr. Liu”) has been appointed as independent non-executive director and member of the audit committee of the Company with effect from 7 July 2005. The Board also announces that Mr. Tham Ming Yong (“Mr. Tham”) and Dr. Wong Yun Kuen, Edward (“Dr. Wong”) resigned as executive director and independent non-executive director of the Company on 7 July 2005.

Appointment of Non-executive Director

Ms. Huang, aged 25, has been the director of 海城西洋礦業有限公司 (Haicheng Xiyang Mining Company Limited) since February 2004, the director of Xiyang International Limited (西洋國際有限公司 ) (the substantial shareholder of the Company) and Ding Yang Trading Limited (鼎洋貿易有限公司 ) since March 2004, the director of 海城西洋冷軋有限公司 (Haicheng Xiyang Cold Rolling Company Limited) and 貴州省清鎮鋁化工有限公司 (Guizhou Qingzhen Aluminium Chemical Company Limited) since early 2005. Ms. Huang graduated from Dalian University of Foreign Languages (大連外國 語學院) and is now holding a Level-1 Certificate of Japanese Language Proficiency Test (日本語能力試一級證書).

As at the date of this announcement, Ms. Huang has not entered into any service contract with the Company. The appointment of Ms. Huang will be for a term of 1 year commencing from the date of appointment and shall continue unless and until terminated by either Ms. Huang or the Company by one month’s notice. The remuneration of Ms. Huang comprises of an annual salary of HK$120,000, which will be reviewed annually by the Board. There will be no discretionary bonus. The amount of remuneration of Ms. Huang is determined with reference to her experiences and efforts to be contributed to the Company.

As at the date of this announcement, Ms. Huang is the sister-in-law of Mr. Zhou Chao, the chairman of the Company.

Save as disclosed in this announcement, Ms. Huang is not connected with any directors, senior management, substantial or controlling shareholders of the Company, nor has she any interest or deemed interest in the shares or underlying shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Save as disclosed in this announcement and her directorship in the Company, Ms. Huang does not hold any positions with the Company and other members of the Company, and did not hold any directorships in other listed public companies in the last three years.

Appointment of Independent Non-executive Director

Mr. Liu, aged 52, has been the proprietor of Stephen Liu and Company, Certified Public Accountants since 1 April 1978, the director of Mackeral Wing Co. Ltd. since 23 January 2001 and independent non-executive director of Lung Kee (Bermuda) Holdings Limited since 15 December 1992. Lung Kee (Bermuda) Holdings Limited is a company whose securities are listed on The Stock Exchange of Hong Kong Limited.

Mr. Liu is now the fellow practising member of Hong Kong Institute of Certified Public Accountants (HKICPA), the fellow member of Chartered Association of Certified Accountants, UK (FCCA), the associate member of Taxation Institute of Hong Kong (ATIHK), the member of Institute of Internal Auditors, Hong Kong (MIIA) and the member of Society of Chinese Auditors (MSCA).

As at the date of this announcement, Mr. Liu has not entered into any service contract with the Company. The appointment of Mr. Liu will be for a term of 1 year commencing from the date of appointment and shall continue unless and until terminated by either Mr. Liu or the Company by one month’s notice. The remuneration of Mr. Liu comprises of an annual salary of HK$120,000, which will be reviewed annually by the Board. There will be no discretionary bonus. The amount of remuneration of Mr. Liu is determined with reference to his experiences and efforts to be contributed to the Company.

As at the date of this announcement, Mr. Liu is not connected with any directors, senior management, substantial or controlling shareholders of the Company, nor has he any interest or deemed interest in the shares or underlying shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Save as disclosed in this announcement and his directorship in the Company, Mr. Liu does not hold any positions with the Company and other members of the Company, and did not hold any directorships in other listed public companies in the last three years.

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The Board, Ms. Huang and Mr. Liu are not aware of any other matters that need to be brought to the attention of holders of securities of the Company in relation to the appointment of Ms. Huang and Mr. Liu as non-executive director and independent non-executive director and member of the audit committee of the Company.

Resignation of Executive Director and Independent Non-executive Director

Due to personal reasons, Mr. Tham and Dr. Wong tendered their resignations as executive director and independent non-executive director of the Company to the Board on 7 July 2005. The Board approved Mr. Tham’s and Dr. Wong’s resignations as executive director and independent non-executive director of the Company on the same date. Each of Mr. Tham and Dr. Wong confirms that he has no claim against the Company, no disagreement with the Board and there are no matters that need to be brought to the attention of the holders of securities of the Company in relation to his resignation.

As at the date of this announcement, the Board is comprised of Mr. Zhou Chao, Mr. Tsun Kok Chung Richard, Mr. Tai Ah Lam, Michael and Mr. Phang Yul Cher Yeow as executive directors, Ms. Huang Song as non-executive director, Mr. Liu Wing Ting Stephen, Mr. Hsieh Dominick and Ms. Lam Lin Chu as independent non-executive directors.

By Order of the Board Haywood Investments Limited TSUN KOK CHUNG RICHARD Executive Director

Hong Kong, 8 July 2005

Please also refer to the published version of this announcement in The Standard.

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