10:43     PREMIUM LAND<00164>-Announcement & Resumption of Trading(11)        

    represent approximately 48.03% of the existing issued                     
    share capital of the Company and 32.44% of the issued                     
    share capital of the Company as enlarged by such                          
    2,600,000,000 Shares.                                                     
                                                                              
    Conversion                                                                
    Each of the holders of the Guaranteed Convertible                         
    Notes shall have the right at any time after the date                     
    of issue of the Guaranteed Convertible Notes up to                        
    the maturity date to convert all or part of the                           
    principal amount of the Guaranteed Convertible Notes                      
    outstanding at any time into new Shares at the                            
    conversion price of HK$0.03 per Share provided that                       
    an integral multiple of HK$990,000 be converted and                       
    save that if the outstanding principal amount of the                      
    Guarantee Convertible Notes is less than HK$990,000,                      
    the whole (but not part only) of the outstanding                          
    principal amount of the Guarantee Convertible Notes                       
    must be converted. The Company does not have any right                    
    to require the holders thereof to convert the                             
    Guaranteed Convertible Notes without the consent of                       
    the relevant holders.                                                     
                                                                              
    Ranking                                                                   
    The Conversion Shares to be issued upon exercise of                       
    the conversion rights attached to the Guaranteed                          
    Convertible Notes will rank pari passu with all other                     
    Shares in issue on the date of exercise of the                            
    conversion rights attached to the Guaranteed                              
    Convertible Notes.                                                        
                                                                              
    Status of the Guaranteed Convertible Notes                                
    The Guaranteed Convertible Notes constitute direct,                       
    unsubordinated and unconditional obligations of the                       
    Company and rank, and will rank, equally among                            
    themselves and, to the extent of the liabilities                          
    secured by the Share Mortgage, in priority to all                         
    other present and future unsecured and unsubordinated                     
    obligations of the Company except for obligations                         
    accorded preference by mandatory provisions of                            
    applicable law.                                                           
                                                                              
    Transferability                                                           
    The Guaranteed Convertible Notes shall not be                             
    transferable without the prior written consent of the                     
    Company.                                                                  
                                                                              
    Issue of securities                                                       
    For so long as any Guaranteed Convertible Notes are                       
    outstanding, other than a Complying Issue (as defined                     
    above), the Company shall not issue or agree to issue                     
    any shares, options, warrants or other securities                         
    convertible into Shares.                                                  
                                                                              
    Security                                                                  
    The Guaranteed Convertible Notes shall be secured by                      
    the Guarantees, the Share Mortgage and the SPV                            
    Assignment of Deposit.                                                    
                                                                              
    Voting rights                                                             
    The Guaranteed Convertible Notes do not confer any                        
    voting rights at general meetings of the Company on                       
    the holders of Guaranteed Convertible Notes.                              
                                                                              
    Listing                                                                   
    No application will be made for the listing of the                        
    Guaranteed 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 Guaranteed                              
    Convertible Notes.                                                        
                                                                              
    Events of default