Walnut Capital Limited — Proxy Solicitation & Information Statement 2006

May 18, 2006

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(Incorporated in the Cayman Islands with limited liability) (Stock Code: 905)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Haywood Investments Limited (the “Company”) will be held at Conference Room 204, 2/F, 4 Harbour Road, Wanchai, Hong Kong at 3:00 p.m. on Friday, 23 June 2006 for the purpose of considering and, if thought fit, passing the following resolutions of the Company:

1. ORDINARY RESOLUTION 1

“ THAT subject to the passing of the resolution 2 below and conditional upon: (a) the Listing Committee of The Stock Exchange of Hong Kong Limited granting or agreeing to grant (subject to allotment) and not having revoked the grant of, the listing of and permission to deal in the Offer Shares (as defined below) to be allotted and issued to the shareholders of the Company (the “ Shareholders ”) pursuant to the terms and conditions of the Open Offer (as defined below); (b) the registration of all

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documents relating to the Open Offer required by law to be registered with the Registrar of Companies in Hong Kong on or before 29 June 2006 and or such later date as the Company and Mr. Zhou Chao (the “ Underwriter ”) may agree; and (c) the obligations of the Underwriter under the underwriting agreement (the “ Underwriting Agreement ”) dated 7 April 2006, as amended by a supplemental underwriting agreement dated 18 April 2006, entered into between the Company and the Underwriter becoming unconditional and the Underwriting Agreement not being terminated in accordance with the terms thereof prior to 4:00 p.m. on the third business day after the last day for acceptance of Offer Shares,

• (i) the issue by way of open offer (the “ Open Offer ”) of 80,000,000 new Shares (the “ Offer Shares ”) to the Shareholders whose names appear on the register of members of the Company on 23 June 2006 (excluding those Shareholders with registered addresses outside Hong Kong) in the proportion of one Offer Share for every two Shares then held pursuant to and in accordance with the terms and conditions set out in the circular dated 18 May 2006 despatched by the Company to the Shareholders (the “ Circular ”), a copy of which had been produced to the meeting marked “A”

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and signed by the chairman of the meeting for the purpose of identification, be and is hereby approved;

• (ii) the Directors be and are hereby authorised to make such exclusions or other arrangements in relation to overseas Shareholders as they deem necessary or expedient having regard to any restrictions or obligations under the articles of association of the Company or the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong; and

• (iii) the Directors be and are hereby authorised to do all such acts and things as they consider necessary or expedient in connection with the Open Offer.”

2. ORDINARY RESOLUTION 2

• “ THAT subject to the passing of the resolution 1 above, the whitewash waiver (the “ Whitewash Waiver ”) applied by the Underwriter to the executive director of the corporate finance division of the Securities and Futures Commission for waiving the obligation of the Underwriter and persons acting in concert with him to extend a general offer to acquire the issued shares of the Company (the “ Share(s) ”) (excluding the Shares which are owned by the Underwriter and persons acting in concert with him)

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under Rule 26 of the Hong Kong Code on Takeovers and Mergers arising from acting as the underwriter to the Open Offer be and is hereby approved and that the directors of the Company be and are hereby authorised to do all things and acts and sign all documents which they consider desirable or expedient to implement and/or give effect to any matters relating to or in connection with the Whitewash Waiver.”

3. SPECIAL RESOLUTION 1

“ THAT :

• (i) the English name of “Haywood Investments Limited” be and is hereby changed to “Apex Capital Limited” and the Chinese name of “鼎 洋投資有限公司 ” be and is hereby adopted in place of “希域投資有限公司 ” for identification purpose in the Cayman Islands and registration purpose under Part XI of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong); and

• (ii) the Directors be and are hereby authorised to do all such acts and things and execute all such documents they consider necessary or expedient to give effect to the change in the English and Chinese names of the Company.”

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By Order of the Board Phang Yul Cher Yeow Director

Hong Kong, 18 May 2006

Notes:

1. Any member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company but must be present in person to represent the member.

2. 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 Shares as if he is 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 in the register of members in respect of such Share shall alone be entitled to vote in respect thereof.

3. A form of proxy for use at the meeting is enclosed with the Circular.

4. The form of proxy and power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority must be delivered to the office of Secretaries Limited, 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 meeting or adjourned meeting (as the case may be) and in default the form of proxy shall not be treated as valid. Completion and return of the form of proxy shall not preclude members from attending and voting in person at the

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meeting or at any adjourned meeting (as the case may be) should they so wish. If a member who has lodged a form of proxy attends the meeting, his form of proxy will be deemed to have been revoked.

As at the date of this announcement, the Board is comprised of: Executive directors Mr. Zhou Chao, Mr. Phang Yul Cher Yeow, Ms. Huang Song and Mr. Chu Kin Wang Peleus; Non-executive directors Mr. Fong Chi Hou and Mr. Wang Yao Dong; Independent non-executive directors Mr. Liu Wing Ting Stephen, Ms. Lam Lin Chu and Ms. Tse Po Chu.

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

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