10:42     PREMIUM LAND<00164>-Announcement & Resumption of Trading(10)        

    Limited on 7 December 2004 in relation to the issue                       
    of convertible notes in the principal amount of                           
    HK$32,400,000;                                                            
                                                                              
    (b)     pursuant to the Placing Agreement, the Share                      
    Subscription Agreement and the CB Subscription                            
    Agreements; and                                                           
                                                                              
    (c)     under which, Shares are issued at not less than                   
    HK$0.042 per Share (with reference to the closing                         
    price of Shares as at 14 December 2004, being the last                    
    trading day immediately prior to this announcement)                       
    or in relation to the issue of options, warrants or                       
    other securities convertible into Shares, the initial                     
    exercise or conversion price shall be no less than                        
    HK$0.042 provided that, in each case the holders of                       
    the Guaranteed Convertible Notes shall be given a                         
    right of first refusal to subscribe for all or part                       
    of such proposed issue of Shares, options, warrants                       
    or other convertible securities on the same terms and                     
    conditions, which offer shall be open for acceptance                      
    for a period of 14 days after being notified in writing                   
    of the same.                                                              
                                                                              
    THE GUARANTEED CONVERTIBLE NOTES                                          
    The terms of the Guaranteed Convertible Notes have                        
    been negotiated on arm's length basis and the                             
    principal terms of which are summarised below:                            
                                                                              
    Principal amount                                                          
    An aggregate principal amount of HK$78,000,000 of the                     
    Guaranteed Convertible Notes.                                             
                                                                              
    Interest                                                                  
    The Guaranteed Convertible Notes will bear interest                       
    on the outstanding principal from the date of issue                       
    of the Guaranteed Convertible Notes at a rate of 1%                       
    per annum. Interest will be payable on the date of                        
    maturity.                                                                 
                                                                              
    Maturity date                                                             
    6 months from the date of issue of the Guaranteed                         
    Convertible Notes. Neither the Company nor the                            
    holders of the Guaranteed Convertible Notes are                           
    entitled to redeem the whole or any part of the                           
    outstanding principal amount of the Guaranteed                            
    Convertible Notes before the maturity date.                               
                                                                              
    Form                                                                      
    Registered form only.                                                     
                                                                              
    Conversion price                                                          
    HK$0.03 per Share. The Guaranteed Convertible Notes                       
    do not contain any provisions for adjustment of the                       
    conversion price.                                                         
                                                                              
    The 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 2,600,000,000 Shares to be issued upon full                           
    conversion of the Guaranteed Convertible Notes (based                     
    on the conversion price of HK$0.03)