09:49 PREMIUM LAND<00164> - Announcement (2) further obligations without any liability save in respect of any antecedent breach. In view that the SGM is scheduled to be convened on 9 March 2005, the conditions precedent to the CB Subscription Agreements cannot be satisfied on or before 20 February 2005. Each of the CB Subscribers and the Company has therefore entered into an agreement supplemental to the relevant CB Subscription Agreements on 18 February 2005 to extend the Long Stop Date to 15 March 2005. On this basis, it is currently expected that completion of the CB Subscription Agreements would take place on or around 14 March 2005 (being the day falling 5 days from the date of the SGM). The Directors confirm that the terms and conditions of the supplemental agreements are fair and reasonable and were arrived at after arm's length negotiation. COMPLETION OF THE ISSUE OF THE NEW SHARES AND THE UNDERWRITTEN CONVERTIBLE NOTES In view that the SGM is scheduled to be convened on 9 March 2005, completion of the Share Subscription Agreement (in respect of the issue of 530,000,000 new Shares) and the Placing Agreement (in respect of the Underwritten Convertible Notes) will take place on or around 14 March 2005 at the earliest. DESPATCH OF CIRCULAR The Directors are pleased to announce that the circular containing information in relation to the proposed issue of (i) the new Shares; and (ii) the Underwritten Convertible Notes and the Guaranteed Convertible Notes in the aggregate principal amount of HK$109,200,000 by the Company, together with the notice convening the SGM, has been despatched to the Shareholders on 21 February 2005. By order of the Board PREMIUM LAND LIMITED Dong Bo, Frederic Director As at the date of this announcement, the executive Directors are Mr. Dong Bo, Frederic and Mr. Lau Man Tak. The independent non-executive Directors are Mr. Kan Kwok Shu, Mr. Shum Ka Hei, Mr. Pang Haiou and Mr. Zuo Guang. Hong Kong, 21 February 2005 * For identification purposes only