09:49 PREMIUM LAND<00164> - Announcement (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities. PREMIUM LAND LIMITED * (Incorporated in Bermuda with limited liability) (Stock Code: 164) EXTENSION OF THE DATE FOR SATISFACTION OF CONDITIONS PRECEDENT TO THE PROPOSED ISSUE OF THE GUARANTEED CONVERTIBLE NOTES AND DESPATCH OF CIRCULAR REGARDING THE PROPOSED ISSUE OF (I) NEW SHARES; AND (II) UNDERWRITTEN CONVERTIBLE NOTES AND GUARANTEED CONVERTIBLE NOTES IN THE AGGREGATE PRINCIPAL AMOUNT OF HK$109,200,000 Time for satisfaction of the conditions precedent to the proposed issue of the Guaranteed Convertible Notes by the Company has been extended from 20 February 2005 to 15 March 2005. 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. Reference is made to the announcement of the Company dated 6 January 2005 (the "Announcement") 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. Terms used in the Announcement shall have the same meanings when used herein unless the context requires otherwise. EXTENSION OF THE DATE FOR SATISFYING CONDITIONS TO THE CB SUBSCRIPTION AGREEMENTS In accordance with the terms of the CB Subscription Agreements, completion of the CB Subscription Agreements is conditional on, among other matters, the passing of necessary resolutions by the Shareholders at the SGM to approve the CB Subscription Agreements, the creation and issue of the Guaranteed Convertible Notes and the issue of the Conversion Shares upon the exercise of the conversion rights attached to the Guaranteed Convertible Notes. If the conditions precedent set out in the CB Subscription Agreements have not been fulfilled (or waived by the CB Subscribers as appropriate) within 45 days from the date of the CB Subscription Agreements, i.e., 20 February 2005 (or such other period as may be agreed between the Company and the CB Subscribers) (the "Long Stop Date"), the CB Subscription Agreements will lapse and be of no further effect and the parties to the CB Subscription Agreements shall be released from