10:40     PREMIUM LAND<00164>-Announcement & Resumption of Trading (5)        

    PLACING AGREEMENT                                                         
    Date:   6 January 2005                                                    
                                                                              
    Issuer: the Company                                                       
                                                                              
    Placing Agent:  Kingston Securities Limited                               
                                                                              
    The Placing Agent has conditionally agreed with the                       
    Company to place, on a fully underwritten basis, to                       
    not fewer than six independent professional,                              
    corporate or individual investors the Underwritten                        
    Convertible Notes in principal amount of                                  
    HK$31,200,000. The Placing Agent will receive a                           
    placing commission of 1% on the gross proceeds of the                     
    placing of the Underwritten Convertible Notes in                          
    accordance with the aggregate amount underwritten by                      
    the Placing Agent, which was arrived at after arm's                       
    length negotiations between the Company and the                           
    Placing Agent.                                                            
                                                                              
    The Placing Agent and its ultimate beneficial owners                      
    are not connected persons (as defined in the Listing                      
    Rules) of the Company and are third parties                               
    independent of the Company and its connected persons.                     
                                                                              
    Placees                                                                   
    The Placing Agent will place the Underwritten                             
    Convertible Notes to not fewer than six Placees, each                     
    of whom and each of the beneficial owners of whom will                    
    be independent of and not connected with the Company                      
    and its connected persons (within the meaning                             
    ascribed thereto in the Listing Rules) of the Company.                    
    The Conversion Shares will be issued pursuant to the                      
    authority to the Directors by the Shareholders                            
    pursuant to the relevant resolutions proposed to be                       
    passed at the SGM. No Placees and their respective                        
    associates will become substantial Shareholders upon                      
    full exercise of the conversion rights attached to                        
    the Underwritten Convertible Notes.                                       
                                                                              
    Conditions                                                                
    Completion of the Placing Agreement is conditional                        
    upon:                                                                     
                                                                              
    (i)     the Listing Committee of the Stock Exchange                       
    having granted (either unconditionally or subject to                      
    conditions to which the Company shall unreasonably                        
    object) the listing of, and permission to deal in,                        
    the Conversion Shares to be issued upon the exercise                      
    of the conversion rights attached to the Underwritten                     
    Convertible Notes;                                                        
                                                                              
    (ii)    the passing of the relevant resolution(s) by the                  
    Shareholders at the SGM to approve the Placing                            
    Agreement, the creation and issue of the Underwritten                     
    Convertible Notes and the issue of the Conversion                         
    Shares; and                                                               
                                                                              
    (iii)   (if required) the Bermuda Monetary Authority                      
    approving the issue of the Underwritten Convertible                       
    Notes and the issue and allotment of the Conversion                       
    Shares and the free transferability of the                                
    Underwritten Convertible Notes and such Conversion                        
    Shares.                                                                   
                                                                              
    If the conditions are not fulfilled on or before 15                       
    March 2005 or such other date as may be agreed between                    
    the Placing Agent and the Company, the Placing                            
    Agreement will lapse and become null and void, and                        
    a further announcement will be made by the Company.