Walnut Capital Limited — Proxy Solicitation & Information Statement 2005

Feb 28, 2005

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HAYWOOD INVESTMENTS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 905)

FORM OF PROXY

Form of proxy for use by shareholders at the extraordinary general meeting of Haywood Investments Limited to be held in Island Pacific Hotel at 152 Connaught Road West, Hong Kong at 10:00 a.m. on Thursday, 17 March 2005 or any adjournment thereof.

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

of

being the registered holder(s) of[(] [Note 3][)] shares of HK$0.01 each in the capital of Haywood Investments Limited (the “Company”), HEREBY APPOINT[(] [Note 4][)] of

or failing him/her, the chairman of the extraordinary general meeting, as my/our proxy to attend and to act for me/us at the extraordinary general meeting of the Company to be held in Island Pacific Hotel at 152 Connaught Road West, Hong Kong at 10:00 a.m. on Thursday, 17 March 2005 or any adjournment thereof and in particular (but without limitation) at such meeting (or at any adjournment thereof) to vote on my/our behalf as indicated below or, if no such indication is given, as my/our proxy thinks fit.

	FOR(Note 5)	AGAINST(Note 5)
Ordinary Resolution 1
Ordinary Resolution 2
Ordinary Resolution 3

Dated:

Signature[(] [Note 6][)] :

Notes:

1. Please insert your full name and address in BLOCK CAPITALS in the space provided. Only one of joint holders should be mentioned (but see Note 2 below).

2. Where there are joint registered holders of any share(s), any one of such joint holders may vote at the meeting, either personally or by proxy in respect of such share(s) as if he was solely entitled thereto, but if more than one of such joint holders are present at the meeting personally or by proxy, the joint holder so present whose name stands first on the register of members of the Company in respect of such share(s) shall alone be entitled to vote and will be accepted to the exclusion of other joint registered holder(s) in respect hereof.

3. Please insert the number of share(s) of HK$0.01 each in the Company to which this form of proxy relates and registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the share(s) in the Company registered in your name(s).

4. A proxy need not be a shareholder of the Company, but must attend the meeting in person to represent you. You are entitled to appoint a proxy of your own choice. Please insert the full name and address of the proxy desired in the space provided. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE EXTRAORDINARY GENERAL MEETING WILL ACT AS YOUR PROXY.

5. Please indicate with a tick in the relevant box the way you wish your votes to be cast. If this form of proxy when returned is duly signed but without specific direction on any of the proposed resolution, the proxy will vote or abstain at his discretion in respect of the proposed resolution. A proxy will also be entitled to vote or abstain at his discretion on any amendment of a resolution put to the meeting.

6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

7. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of authority, MUST be deposited at the office of the Company’s Hong Kong branch share registrars and transfer office, Secretaries Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the extraordinary general meeting or any adjournment thereof (as the case may be).

8. Any alteration made in this form of proxy should be initialled.

9. Completion and return of this form of proxy will not preclude you from attending and voting at the extraordinary general meeting if you so wish. In the event that you attend the meeting after having lodged this form of proxy, the form of proxy will be deemed to have been revoked.