10:39     PREMIUM LAND<00164>-Announcement & Resumption of Trading (4)        

    Share Subscription Agreement, save for liabilities                        
    for any antecedent breaches, and further announcement                     
    will be made by the Company.                                              
                                                                              
    Completion                                                                
    Completion of the Share Subscription Agreement will                       
    take place on the third business day after fulfillment                    
    of the conditions set out above.                                          
                                                                              
    Number of Subscription Shares:                                            
    530,000,000 Subscription Shares will be issued and                        
    allotted to the Share Subscriber. The Subscription                        
    Shares represent approximately 9.79% of the existing                      
    issued share capital of the Company and approximately                     
    8.92% of the issued share capital of the Company as                       
    enlarged by the issue and allotment of the                                
    Subscription Shares pursuant to the Share                                 
    Subscription Agreement.                                                   
                                                                              
    Subscription price:                                                       
    The price of HK$0.03 per Subscription Share, payable                      
    by the Share Subscriber in cash on completion of the                      
    Share Subscription Agreement. It represents (i) a                         
    discount of approximately 28.57% to the closing price                     
    of HK$0.042 per Share as quoted on the Stock Exchange                     
    on 14 December 2004, being the last trading day                           
    immediately prior to this announcement; (ii) a                            
    discount of approximately 14.29% to the average                           
    closing price of HK$0.035 per Share as quoted on the                      
    Stock Exchange from 26 November 2004 to 14 December                       
    2004, both dates inclusive, being the last five                           
    trading days immediately prior to the date of this                        
    announcement; and (iii) a discount of approximately                       
    9.09% to the average closing price of HK$0.033 per                        
    Share as quoted on the Stock Exchange from 19 November                    
    2004 to 14 December 2004, both dates inclusive, being                     
    the last ten trading days immediately prior to the                        
    date of this announcement.                                                
                                                                              
    The price for the Subscription Shares was negotiated                      
    on an arm's length basis between the Company and the                      
    Share Subscriber with reference to, among others, (i)                     
    the average closing price of HK$0.033 per Share as                        
    quoted on the Stock Exchange from 19 November 2004                        
    to 14 December 2004, both dates inclusive, being the                      
    last ten trading days immediately prior to the date                       
    of this announcement; (ii) the conversion price of                        
    the convertible notes of HK$0.03 per Share                                
    conditionally agreed to be issued by the Company                          
    pursuant to the subscription agreement dated 7                            
    December 2004 entered into by the Company and Peakhill                    
    Investments Limited as announced on 8 December 2004;                      
    (iii) conversion price of the Underwritten                                
    Convertible Notes of HK$0.03; and (iv) the conversion                     
    price of the Guaranteed Convertible Notes of HK$0.03.                     
    The Directors consider that the terms of the Share                        
    Subscription Agreement are fair and reasonable based                      
    on current favourable market sentiment and in the                         
    interests of the Company and the Shareholders as a                        
    whole.                                                                    
                                                                              
    Ranking of the Subscription Shares:                                       
    The Subscription Shares, when issued and allotted,                        
    will rank equally in all respects among themselves                        
    and with all other Shares in issue as at the date of                      
    such allotment pursuant to the Share Subscription                         
    Agreement.                                                                
                                                                              
    Listing                                                                   
    Application will be made by the Company to the Listing                    
    Committee of the Stock Exchange for granting the                          
    listing of, and permission to deal in, the                                
    Subscription Shares.