10:41     PREMIUM LAND<00164>-Announcement & Resumption of Trading (7)        

    Conversion period                                                         
    Each of the holders of the Underwritten Convertible                       
    Notes shall have the right at any time after the date                     
    of issue of the Underwritten Convertible Notes to                         
    convert all or part of the principal amount of the                        
    Underwritten Convertible Notes outstanding and prior                      
    to the date of maturity into new Shares at the                            
    conversion price of HK$0.03 per Share provided that                       
    an integral multiple of HK$100,000 be converted and                       
    save that if the outstanding principal amount of the                      
    Underwritten Convertible Notes is less than                               
    HK$100,000, the whole (but not part only) of the                          
    outstanding principal amount of the Underwritten                          
    Convertible Notes must be converted.                                      
                                                                              
    Ranking                                                                   
    The Conversion Shares to be issued upon exercise of                       
    the conversion rights attached to the Underwritten                        
    Convertible Notes will rank pari passu in all respects                    
    among themselves and with all other Shares in issue                       
    on the date of such allotment and issue.                                  
                                                                              
    Redemption by the Company                                                 
    The Company shall be entitled at any time to redeem                       
    the whole or any part of the outstanding principal                        
    amount of the relevant Underwritten Convertible Notes.                    
    The holders do not have any right to require early                        
    redemption without the consent of the Company.                            
                                                                              
    Status of the Underwritten Convertible Notes                              
    The Underwritten Convertible Notes constitute direct,                     
    unconditional, unsecured and unsubordinated                               
    obligations of the Company and shall rank equally                         
    among themselves and pari passu with all other present                    
    and future unsecured and unsubordinated obligations                       
    of the Company except for obligations in respect of                       
    taxes and certain other statutory exceptions. No                          
    application will be made for listing of the                               
    Underwritten Convertible Notes on the Stock Exchange                      
    or any stock or securities exchange.                                      
                                                                              
    Transferability                                                           
    The Underwritten Convertible Notes are freely                             
    transferable, provided that no assignment or transfer                     
    (whether in whole or in part(s)) of the Underwritten                      
    Convertible Notes may be made unless:                                     
                                                                              
    (i)     it is made to person(s) independent of and not                    
    connected with the Company or any of the directors,                       
    chief executive and substantial shareholders of the                       
    Company or any of its subsidiaries or any of their                        
    respective associates (as such terms are defined in                       
    the Listing Rules);                                                       
                                                                              
    (ii)    prior written approval from the Company has been                  
    obtained in respect of such assignment or transfer                        
    and in accordance with the applicable requirements                        
    of the Stock Exchange (if any); and                                       
                                                                              
    (iii)   the principal amount to be assigned or                            
    transferred is at least HK$100,000 and in integral                        
    multiples of HK$100,000.                                                  
                                                                              
    Events of default                                                         
    All Underwritten Convertible Notes contain an event                       
    of default provision which provides that on the                           
    occurrence of certain events of default specified in                      
    the Underwritten Convertible Notes (e.g.                                  
    liquidation), each of the holders of the Underwritten                     
    Convertible Notes shall be entitled to demand for                         
    immediate repayment of the principal amount                               
    outstanding under the Underwritten