Walnut Capital Limited — Proxy Solicitation & Information Statement 2004

Apr 30, 2004

==> picture [43 x 46] intentionally omitted <==

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 1st June, 2004 at 10:00 a.m.

I/We [(Note 1)] of

being the registered holder(s) of

shares [(Note 2)] of HK$0.01 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 Pacific Room, Island Pacific Hotel, 152 Connaught Road West, Hong Kong on Tuesday, 1st June, 2004 at 10:00 a.m., and at any adjournment thereof, and vote for me/ us as indicated below [(Note 4)] .

		For (Note 4)	**Against **(Note 4)
1.	To receive and adopt the audited financial statements and the reports ofthe directors and auditors for the year ended 31st December, 2003.
2.	(i)To re-elect Wong Yun Kuen, Edward as independent non-executivedirector.
	(ii)To re-elect Hsieh Dominick as independent non-executive director.
	(iii)To re-elect Lam Shu Chung as non-executive director.
	(iv)To re-elect Lok Kung Yao, Perry as executive director.
	(v)To re-elect Chang Kin Man as independent non-executive director
	(vi)To authorise the Board of Directors to fix the remuneration ofdirectors.
3.	To re-appoint auditors and to authorise the directors to fix theirremuneration.
4.	To give a general mandate to the directors to allot and issue additionalshares.
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 additionalshares up to a maximum of 20% of the shares repurchased by the Companypursuant to the general mandate on repurchase shares.
7.	To approve the amendments to the Articles of Association.

Dated the day of

2004

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$0.01 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 T O 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 vaild, the proxy form together with any power of attorney or other authority (if any) under which it is signed, or notarially certified copy thereof, must be lodged with the principal place of business of the Company in Hong Kong at 11th Floor, Ying Kong Mansion, 2-6 Yee Wo Street, Causeway Bay, Hong Kong not less than 48 hours before the time 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.