10:40     PREMIUM LAND<00164>-Announcement & Resumption of Trading (6)        

    Completion                                                                
    Completion of the Placing Agreement shall take place                      
    on the third business day following the date on which                     
    the conditions thereto are fulfilled.                                     
                                                                              
    THE UNDERWRITTEN CONVERTIBLE NOTES                                        
    The terms of the Underwritten Convertible Notes have                      
    been negotiated on an arm's length basis and the                          
    principal terms of the Underwritten Convertible Notes                     
    are summarised below:                                                     
                                                                              
    Principal amount                                                          
    An aggregate principal amount of HK$31,200,000.                           
                                                                              
    Interest                                                                  
    The Underwritten Convertible Notes will bear interest                     
    on the outstanding principal from the date of issue                       
    of the Underwritten Convertible Notes at a rate of                        
    3% per annum. Interest will be payable on the date                        
    of maturity.                                                              
                                                                              
    Maturity date                                                             
    6 months from the date of issue of the Underwritten                       
    Convertible Notes.                                                        
                                                                              
    Denomination                                                              
    HK$100,000                                                                
                                                                              
    Form                                                                      
    Registered form only.                                                     
                                                                              
    Conversion price                                                          
    HK$0.03 per Conversion Share which is subject to                          
    adjustment for dilutive events including                                  
    sub-division or consolidation of Shares, bonus issues,                    
    rights issues and granting any options or warrants                        
    of the Company to Shareholders to subscribe for new                       
    Shares.                                                                   
                                                                              
    This conversion price of HK$0.03 per Share represents                     
    (i) a discount of 28.57% to the closing price of                          
    HK$0.042 per Share on 14 December 2004, being the last                    
    trading day immediately prior to this announcement;                       
    (ii) a discount of 14.29% to the average closing price                    
    of HK$0.035 per Share 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 1,040,000,000 Shares to be converted upon full                        
    exercise of the Underwritten Convertible Notes based                      
    on the initial conversion price of HK$0.03 represents                     
    approximately 19.21% of the existing issued share                         
    capital of the Company and 16.11% of the issued share                     
    capital of the Company as enlarged by such                                
    1,040,000,000 Shares if so converted.                                     
                                                                              
    Conversion                                                                
    Each holder of the Underwritten Convertible Notes may                     
    convert the whole or part of the principal amount of                      
    the relevant Underwritten Convertible Notes (in                           
    multiple of HK$100,000) into new Shares as determined                     
    by dividing the principal amount of the Underwritten                      
    Convertible Notes outstanding at the time of                              
    conversion by the conversion price then in effect.                        
    The Company only has the right to require the holders                     
    thereof to convert the Underwritten Convertible Notes                     
    on the maturity date.