10:38     PREMIUM LAND<00164>-Announcement & Resumption of Trading (1)        

    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.                                                     
                                                                              
    This announcement is for information purposes only                        
    and does not constitute an invitation or offer to                         
    acquire, purchase or subscribe for any securities.                        
                                                                              
    PREMIUM LAND LIMITED                                                      
    *                                                                         
    (Incorporated in Bermuda with limited liability)                          
    (Stock code: 164)                                                         
                                                                              
    PROPOSED ISSUE OF NEW SHARES;                                             
    UNDERWRITTEN CONVERTIBLE NOTES AND                                        
    GUARANTEED CONVERTIBLE NOTES IN THE AGGREGATE                             
    PRINCIPAL AMOUNT OF HK$109,200,000;                                       
    INCREASE IN TRADING VOLUME; AND                                           
    RESUMPTION OF TRADING                                                     
                                                                              
    Placing Agent for the issue of the Underwritten                           
    Convertible Notes                                                         
    in the aggregate principal amount of HK$31,200,000                        
                                                                              
    Kingston Securities Limited                                               
                                                                              
    ISSUE OF NEW SHARES                                                       
    On 6 January 2005, the Company entered into the Share                     
    Subscription Agreement with the Share Subscriber,                         
    pursuant to which the Company agreed to issue and the                     
    Share Subscriber agreed to subscribe for an aggregate                     
    of 530,000,000 Subscription Shares at HK$0.03 per                         
    Subscription Share.                                                       
                                                                              
    The subscription of the Subscription Shares is                            
    conditional upon, among other things, the Stock                           
    Exchange granting the listing of, and permission to                       
    deal in, the Subscription Shares and the passing of                       
    the relevant resolutions at the SGM to approve the                        
    Share Subscription Agreement and the issue of                             
    Subscription Shares.                                                      
                                                                              
    Application will be made by the Company to the Listing                    
    Committee of the Stock Exchange to grant the listing                      
    of, and permission to deal in, the Subscription                           
    Shares.                                                                   
                                                                              
    ISSUE OF CONVERTIBLE NOTES                                                
    On 6 January 2005, the Company and the Placing Agent                      
    entered into the Placing Agreement, pursuant to which                     
    the Placing Agent agreed to place, on a fully                             
    underwritten basis, to not fewer than six independent                     
    professional, corporate or individual investors the                       
    Underwritten Convertible Notes in the principal                           
    amount of HK$31,200,000.                                                  
                                                                              
    On 6 January 2005, the Company entered into the CB                        
    Subscription Agreements with the CB Subscribers,                          
    pursuant to which the Company agreed to issue and the                     
    CB Subscribers agreed to subscribe for the Guaranteed                     
    Convertible Notes in the aggregate principal amount                       
    of HK$78,000,000.                                                         
                                                                              
    Both the Underwritten Convertible Notes and the                           
    Guaranteed Convertible Notes will carry a right to                        
    convert into new Shares at the initial conversion                         
    price of HK$0.03 per Share.                                               
                                                                              
    No application will be made for listing of the                            
    Underwritten Convertible Notes or the Guaranteed                          
    Convertible Notes. Application will be made to the