10:38     PREMIUM LAND<00164>-Announcement & Resumption of Trading (2)        

    Listing Committee of the Stock Exchange for the                           
    listing of and permission to deal in the Conversion                       
    Shares falling to be issued upon exercise of the                          
    conversion rights attached to the Underwritten                            
    Convertible Notes and the Guaranteed Convertible                          
    Notes.                                                                    
                                                                              
    The placing of the Underwritten Convertible Notes is                      
    conditional upon, among other things, the Stock                           
    Exchange granting the listing of, and permission to                       
    deal in, the Conversion Shares and the passing of the                     
    relevant resolutions at the SGM to approve the Placing                    
    Agreement, the creation and issue of the Underwritten                     
    Convertible Notes and the issue of Conversion Shares                      
    falling to be issued upon exercise of the conversion                      
    rights attached to the Underwritten Convertible                           
    Notes.                                                                    
                                                                              
    The subscription of the Guaranteed Convertible Notes                      
    is conditional upon among other matters, (i) the Stock                    
    Exchange having granted listing of, and permission                        
    to deal in the Conversion Shares to be issued upon                        
    (either unconditionally or subject to conditions to                       
    which neither the Company nor the CB Subscribers shall                    
    unreasonably object) exercise of the conversion                           
    rights attached to the Guaranteed Convertible Notes;                      
    (ii) the passing of the necessary resolutions at the                      
    SGM to approve the CB Subscription Agreements, the                        
    issue of the Guaranteed Convertible Notes and the                         
    Conversion Shares upon exercise of the conversion                         
    rights attached to the Guaranteed Convertible Notes;                      
    (iii) the delivery by the Company to the CB                               
    Subscribers of a certificate confirming accuracy of                       
    the warranties given by the Company; (iv) the delivery                    
    of legal opinions reasonably satisfactory to the CB                       
    Subscribers in relation to, among other things, the                       
    Company, the SPV, the CB Subscription Agreements, the                     
    Share Mortgage, the SPV Assignment of Deposit and the                     
    Guarantees; (v) (if required) the Bermuda Monetary                        
    Authority having granted its permission for the issue                     
    of the Guaranteed Convertible Notes and the                               
    Conversion Shares upon exercise of the conversion                         
    rights attached to the Guaranteed Convertible Notes;                      
    and (vi) the CB Subscribers being satisfied with the                      
    results of a due diligence exercise to be carried out                     
    on the Group.                                                             
                                                                              
    GENERAL                                                                   
    A circular of the Company containing, among other                         
    things, further details of the Share Subscription                         
    Agreement, the issue of the Underwritten Convertible                      
    Notes and Guaranteed Convertible Notes, together with                     
    notice of SGM will be despatched to the Shareholders                      
    as soon as practicable.                                                   
                                                                              
    Pursuant to the Share Subscription Agreement, the                         
    Company shall procure the passing of necessary Board                      
    resolution(s) in which such nominee of the Share                          
    Subscriber will be validly appointed as a Director                        
    (subject to his being acceptable to the Stock Exchange)                   
    with effect from the date of completion of the Share                      
    Subscription Agreement. Currently, the Share                              
    Subscriber intends to nominate Mr. Wong Cho Fai,                          
    Nicholas to the Board as an executive Director upon                       
    completion of the Share Subscription Agreement.                           
                                                                              
    Shareholders should note that completion of the Share                     
    Subscription Agreement, the Placing Agreement and the                     
    CB Subscription Agreements are conditional.                               
    Shareholders and potential investors should exercise                      
    caution when dealings in the Shares.