Walnut Capital Limited — Capital/Financing Update 2005

Apr 14, 2005

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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HAYWOOD INVESTMENTS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 905)

OPEN OFFER OF 80,000,000 OFFER SHARES ON THE BASIS OF ONE OFFER SHARE FOR EVERY NEW SHARE HELD ON RECORD DATE

RESULTS OF OPEN OFFER

The Directors announce that as at 4:00 p.m. on Friday, 8 April 2005, being the latest time for acceptance and payment of the Offer Shares, 16 valid applications of an aggregate of 36,730,540 Offer Shares (representing approximately 45.9% of the total number of 80,000,000 Offer Shares, which included 16,395,200 Offer Shares applied for by Mr. Lee in respect of the Open Offer).

The Open Offer, which was underwritten by Underwriters, became unconditional at 4:00 p.m. on Tuesday, 12 April 2005. Based on the results above, the Open Offer was undersubscribed by 43,269,460 Offer Shares or approximately 54.1% undersubscribed. The Underwriters have therefore procured for nine subscribers for an aggregate of 43,269,460 Offer Shares. None of the subscribers will become a substantial Shareholder upon the completion of the Open Offer. The subscribers and each of their beneficial owners are independent of the Company and its connected persons (as defined in the Listing Rules).

Share certificates of the Offer Shares will be despatched by ordinary post to those Qualifying Shareholders who have validly applied and paid for the Offer Shares, at their own risks, on or before Friday, 15 April 2005. Dealings in the Offer Shares will commence on Monday, 18 April 2005.

Reference is made to the Company’s announcement dated 7 February 2005, the Company’s circular dated 28 February 2005 and the prospectus of the Company dated 21 March 2005 (the “Prospectus”) in relation to, among other things, the Open Offer. Capitalised terms used herein shall have the same meanings as defined in the Prospectus unless otherwise stated.

RESULTS OF THE OPEN OFFER

The Directors announce that as at 4:00 p.m. on Friday, 8 April 2005, being the latest time for acceptance and payment of the Offer Shares, 16 valid applications of an aggregate of 36,730,540 Offer Shares (representing approximately 45.9% of the total number of 80,000,000 Offer Shares, which included 16,395,200 Offer Shares applied for by Mr. Lee in respect of the Open Offer).

The Open Offer, which was underwritten by Underwriters, became unconditional at 4:00 p.m. on Tuesday, 12 April 2005. Based on the results above, the Open Offer was undersubscribed by 43,269,460 Offer Shares or approximately 54.1% undersubscribed. The Underwriters have therefore procured for nine subscribers for an aggregate of 43,269,460 Offer Shares. None of the subscribers will become a substantial Shareholder upon the completion of the Open Offer. The subscribers and each of their beneficial owners are independent of the Company and its connected persons (as defined in the Listing Rules).

All subscription monies for the Open Offer have been received by the Company as at the date of this announcement.

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SHAREHOLDING STRUCTURE

The following is the shareholding structure of the Company immediately before and after completion of the Open Offer:

Mr. LeePublic ShareholdersTotal	Immediately beforecompletion of the Open OfferNew SharesPercentage16,395,20020.49%63,604,80079.51%80,000,000100.00%	Immediately aftercompletion of the Open OfferNew SharesPercentage32,790,40020.49%127,209,60079.51%160,000,000100.00%	Immediately aftercompletion of the Open OfferNew SharesPercentage32,790,40020.49%127,209,60079.51%160,000,000100.00%
			100.00%

SHARE CERTIFICATES

Share certificates of the Offer Shares will be despatched by ordinary post to those Qualifying Shareholders who have validly applied and paid for the Offer Shares, at their own risks, on or before Friday, 15 April 2005. Dealings in the Offer Shares will commence on Monday, 18 April 2005.

Haywood Investments Limited Phang Yul Cher Yeow Director

Hong Kong, 13 April 2005

As at the date of this announcement, the Board is comprised of Mr. Wong Fong Kim, 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, and Dr. Wong Yun Kuen, Edward, Mr. Hsieh Dominick, Mr. Chang Kin Man and Ms. Lam Lin Chu as independent non-executive directors.

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

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