10:46     PREMIUM LAND<00164>-Announcement & Resumption of Trading(20)        

    Hong Kong), and not a connected person (as defined                        
    in the Listing Rules) of the Company                                      
                                                                              
    "Placing Agreement"     the conditional placing                           
    agreement dated 6 January 2005 and entered into                           
    between the Company and the Placing Agent                                 
                                                                              
    "Share(s)"      ordinary share(s) of HK$0.01 each in the                  
    share capital of the Company                                              
                                                                              
    "Shareholder(s)"        holder(s) of the Shares                           
                                                                              
    "Share Mortgage"        the share mortgage in relation to                 
    100% of the equity interest of the SPV to be given                        
    by the Company in favour of the holders of the                            
    Guaranteed Convertible Notes                                              
                                                                              
    "Share Subscriber"      Willplus Assets Limited, a                        
    limited liability company incorporated in the British                     
    Virgin Islands which is wholly and beneficially owned                     
    by Wong Cho Fai, Nicholas, and an investment holding                      
    company. To the best of the Directors' knowledge,                         
    information and belief having made all reasonable                         
    enquiries, both Wong Cho Fai, Nicholas, and the Share                     
    Subscriber are third parties independent of and not                       
    connected with the Company or connected persons                           
    (within the meaning ascribed thereto in the Listing                       
    Rules) of the Company                                                     
                                                                              
    "Shepherd Investments"  Shepherd Investments                              
    International, Ltd., a company incorporated in the                        
    British Virgin Islands with limited liability                             
                                                                              
    "SGM"   A special general meeting of the Company to be                    
    convened to approve, amongst other things, (i) the                        
    issue of the Underwritten Convertible Notes and the                       
    Guaranteed Convertible Notes; and (ii) the issue of                       
    the Subscription Shares and the Conversion Shares                         
    falling to be issued upon exercise of the conversion                      
    rights attached to the Underwritten Convertible Notes                     
    and the Guaranteed Convertible Notes                                      
                                                                              
    "SPV"   Gofame International Limited, a company                           
    incorporated in the British Virgin Islands with                           
    limited liability which is a wholly owned subsidiary                      
    of the Company, is a special purpose vehicle                              
                                                                              
    "SPV Assignment of Deposit"     the assignment of the                     
    proceeds from the issue of the Guaranteed Convertible                     
    Notes to be given by the SPV in respect of the                            
    obligations of the Company under the Guaranteed                           
    Convertible Notes                                                         
                                                                              
    "Share Subscription"    The subscription of                               
    530,000,000 new Shares pursuant to the terms of the                       
    Share Subscription Agreement                                              
                                                                              
    "Share Subscription Agreement"  The conditional                           
    share subscription agreement dated 6 January 2005                         
    entered into between the Company and the Share                            
    Subscriber in respect of the issue and subscription                       
    of the Subscription Shares                                                
                                                                              
    "Stock Exchange"        The Stock Exchange of Hong Kong                   
    Limited                                                                   
                                                                              
    "Stark Asia"    Stark Asia Master Fund Ltd., a company                    
    incorporated in the British Virgin Islands with                           
    limited liability                                                         
                                                                              
    "Stark International"   Stark International (a                            
    Bermuda partnership)