10:41     PREMIUM LAND<00164>-Announcement & Resumption of Trading (8)        

    Convertible Notes.                                                        
                                                                              
    Voting right                                                              
    The Underwritten Convertible Notes do not confer any                      
    voting rights at general meetings of the Company on                       
    the holders of the Underwritten Convertible Notes.                        
                                                                              
    Listing                                                                   
    No application will be made for the listing of the                        
    Underwritten Convertible Notes on the Stock Exchange                      
    or any other stock exchange. Application will be made                     
    to the Stock Exchange for the listing of Conversion                       
    Shares falling to be issued on exercise of the                            
    conversion rights attached to the Underwritten                            
    Convertible Notes.                                                        
                                                                              
    THE CB SUBSCRIPTION AGREEMENTS                                            
    Date:   6 January 2005                                                    
                                                                              
    (1)     Issuer: the Company                                               
    Subscriber:     Stark International                                       
    Issue Size:     Guaranteed Convertible Notes in the                       
    principal amount of HK$5.46 million.                                      
                                                                              
    (2)     Issuer: the Company                                               
    Subscriber:     Shepherd Investments                                      
    Issue Size:     Guaranteed Convertible Notes in the                       
    principal amount of HK$35.1 million.                                      
                                                                              
    (3)     Issuer: the Company                                               
    Subscriber:     Stark Asia                                                
    Issue Size:     Guaranteed Convertible Notes in the                       
    principal amount of HK$11.7 million.                                      
                                                                              
    (4)     Issuer: the Company                                               
    Subscriber:     Stark Japan                                               
    Issue Size:     Guaranteed Convertible Notes in the                       
    principal amount of HK$7.02 million.                                      
                                                                              
    (5)     Issuer: the Company                                               
    Subscriber:     Centar Investments                                        
    Issue Size:     Guaranteed Convertible Notes in the                       
    principal amount of HK$18.72 million.                                     
                                                                              
    According to the information provided by the CB                           
    Subscribers, each of the CB Subscribers is an                             
    investment fund which is widely held by US domestic                       
    and/or international professional investors. Stark                        
    International and Shepherd Investments invest in                          
    securities worldwide while Stark Asia, Stark Japan                        
    and Centar Investments focus on investments in Asia.                      
    The funds' Asian investments are managed by the same                      
    investment manager, namely Stark Investments (Hong                        
    Kong) Limited, which is licensed by the Securities                        
    and Futures Commission in Hong Kong. The total assets                     
    of these five funds under management is approximately                     
    US$5.7 billion. The five investment funds are related                     
    to each other only to the extent that they have been                      
    established and are managed by Stark Investments                          
    (Hong Kong) Limited. At the investor level, the funds                     
    are widely held by professional investors.                                
                                                                              
    To the best of the Directors' knowledge, information                      
    and belief having made all reasonable enquires, each                      
    of the CB Subscribers, i.e., Stark International,                         
    Shepherd Investments, Stark Asia, Stark Japan and                         
    Centar Investments, and the investment manager 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.                                    
                                                                              
    Conditions