09:28 PREMIUM LAND<00164> - Announcement (2) announced that the long-stop date of the fulfillment of the RL Conditions would be postponed to such date on or before 30 September 2004. By an announcement dated 28 September 2004, the said long-stop date was further postponed to such date on or before 15 January 2005. The Company was informed by Mr. Wong and Spark Capital Limited that all the RL Conditions (save and except (i) all necessary consents permits and approval (whether governmental, regulatory or otherwise) as may be required in respect of the RL Agreement and the transaction contemplated thereunder having been obtained by Rich Lion Limited and that the Beijing Tenancy Agreements are valid and legally binding, and are enforceable against the parties therein in accordance with the terms thereof. The terms and conditions set out herein have not been varied nor amended after the respective execution dates of the Beijing Tenancy Agreement) will not be fulfilled on or before 15 January 2005. As such, the RL Parties agreed to terminate the RL Agreement with immediate effect pursuant to a termination agreement dated 14 January 2005 ("RL Termination Agreement"). Pursuant to the RL Termination Agreement, the rights, obligations and liabilities of the parties arising from or in connection with the RL Agreement have been waived and released. There is no antecedent breach to any of the terms of the RL Agreement. All amounts paid by Rich Lion Limited to Mr. Wong and Spark Capital Limited as part payment of the consideration pursuant to the RL Agreement have been refunded to Rich Lion Limited. The board of directors of the Company ("Board") is of the view that the termination of the RL Acquisition does not have any material effect on the Company, operational, financial or otherwise as the Company can direct the resources for the RL Agreement to other investment opportunities. 2. Termination of the acquisition of Chinese Gain Reference is made to the announcements of the Company dated 31 March 2004 and 28 September 2004 and the circular ("CG Circular") of the Company dated 21 April 2004 in relation to the acquisition of Chinese Gain. Terms defined in the CG Circular shall have the same meanings when used in part 2 of this announcement unless the context otherwise requires or otherwise defined. By an announcement dated 31 March 2004, the Company announced that an agreement ("CG Agreement") for the acquisition ("CG Acquisition") of the entire issued share capital and the shareholder loan and monies owing from Chinese Gain to Ms. Yang Qiu Yan ("Ms. Yang") and Ladder Partner Limited ("LPL") as at the date of the completion of CG Acquisition was entered into among Grand Fix Limited, a wholly owned subsidiary of the Company, Ms. Yang and LPL (Grand Fix Limited, Ms. Yang and LPL together referred as the "CG Parties"). CG Acquisition constituted a discloseable transaction of the Company under the Listing Rules in force immediately prior to 31 March 2004. Further details of the CG Acquisition are set out in the CG Circular. Under the CG Agreement, if the conditions precedent of the CG Agreement ("CG Conditions") shall not be fulfilled or, where applicable, waived on or before 30 September 2004 or such other date as the parties thereto may agree in writing, the CG Agreement shall lapse. By an announcement dated 28 September 2004, the Company