10:43     PREMIUM LAND<00164>-Announcement & Resumption of Trading(12)        

    All Guaranteed Convertible Notes contain event of                         
    default provisions which provide that on the                              
    occurrence of certain events of default (e.g. failure                     
    to make due payment or liquidation) specified in the                      
    Guaranteed Convertible Notes, each of the holders of                      
    the Guaranteed Convertible Notes shall be entitled                        
    to demand for immediate repayment of the principal                        
    amount outstanding under the Guaranteed Convertible                       
    Notes.                                                                    
                                                                              
    THE GUARANTEES, THE SHARE MORTGAGE AND THE SPV                            
    ASSIGNMENT OF DEPOSIT                                                     
    Under the CB Subscription Agreements, the Company                         
    will on completion capitalise the proceeds from the                       
    issue of the Guaranteed Convertible Notes into                            
    capital of the SPV, which will in turn be charged to                      
    the holders of the Guaranteed Convertible Notes                           
    pursuant to the SPV Assignment of Deposit. It is                          
    contemplated that the SPV (i) will enter into a                           
    guarantee in favour of each CB Subscriber in relation                     
    to the liabilities of the Company under the principal                     
    amounts of the Guaranteed Convertible Notes held by                       
    it; and (ii) assigns to the CB Subscribers the                            
    proceeds from the issue of the Guaranteed Convertible                     
    Notes as security (the "Security") for the                                
    liabilities of the Company under the Guaranteed                           
    Convertible Notes.                                                        
                                                                              
    Under the terms of the SPV Assignment of Deposit, the                     
    Security will be released (in the event that the                          
    proceeds of the Guaranteed Convertible Notes were                         
    used for the objects of the SPV or the Guaranteed                         
    Convertible Notes are converted into Shares) and the                      
    Company may use the proceeds of the Guaranteed                            
    Convertible Notes where such proceeds are to be used                      
    for the objects of the SPV (as set out below).                            
                                                                              
    In addition to the Guarantees and the SPV Assignment                      
    of Deposit, the Company will also on completion enter                     
    into the Share Mortgage, pursuant to which 100% of                        
    the equity interest of the SPV will be mortgaged by                       
    the Company to the CB Subscribers as security for the                     
    liabilities of the Company under the Guaranteed                           
    Convertible Notes.                                                        
                                                                              
    The aggregate maximum liability of the Company and                        
    the SPV under the CB Subscription Agreements, the                         
    Guaranteed Convertible Notes, the Guarantees, the                         
    Share Mortgage and the SPV Assignment of Deposit shall                    
    in no event exceed HK$78,000,000 excluding any                            
    accrued interests, taxes, fees and duties and/or any                      
    costs of enforcement as provided for in the relevant                      
    documents and other than claims in respect of fraud                       
    on the part of the Company or the SPV.                                    
                                                                              
    SHAREHOLDING STRUCTURE OF THE COMPANY                                     
    Assuming there is an immediate exercise in full of                        
    the conversion rights attached to the Underwritten                        
    Convertible Notes and the Guaranteed Convertible                          
    Notes at the initial conversion price by all holders                      
    of the Underwritten Convertible Notes and by all five                     
    CB Subscribers of the Guaranteed Convertible Notes,                       
    the Company will issue an aggregate of 3,640,000,000                      
    new Shares, representing approximately 67.24% of the                      
    existing issued share capital of the Company, and                         
    approximately 40.20% of the enlarged issued share                         
    capital of the Company. The Subscription Shares and                       
    the Conversion Shares will be issued pursuant to the                      
    passing of the relevant resolutions at the SGM.                           
                                                                              
    Assuming allotment of the Subscription Shares and the                     
    conversion rights attached to the UnderwritteN