09:15 PCPD<00432> - 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. PACIFIC CENTURY PREMIUM DEVELOPMENTS LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 432) CONVERSION OF CONVERTIBLE NOTE AND CHANGE OF COMPANY SECRETARY The Directors announce that the Company has received a notice of Conversion from PCCW pursuant to which the Company will allot and issue 520,000,000 new Shares to Asian Motion (as directed by PCCW) upon the exercise by PCCW of its conversion rights under the Convertible Note. After the completion of the Conversion, PCCW will hold an equity interest of about 61.66% in the enlarged issued share capital of the Company. The Directors also announce that Ms. Chu Mee Lai, Helen has resigned and Ms. Chan Ya Lai, Alice has been appointed as the Company Secretary of the Company with effect from 21 February 2005. CONVERSION OF CONVERTIBLE NOTE On 24 February 2005, the Company received a notice of Conversion under which PCCW elected to convert the amount of HK$1,170,000,000 (representing the principal sum of the Convertible Note) into new Shares at HK$2.25 per Share pursuant to the terms of the Convertible Note, which was issued by the Company to PCCW on 10 May 2004, being the completion date of the acquisition of various property interests of PCCW, details of which were set out in the circular of the Company dated 2 April 2004. As a result of the Conversion, the Company will allot and issue 520,000,000 new Shares to Asian Motion (as directed by PCCW), representing about 27.62% of the existing issued share capital of the Company and 21.64% of the enlarged issued share capital of the Company. The CB Shares will rank pari passu in all respects with the existing Shares. It is expected that the CB Shares will be allotted and issued to Asian Motion as soon as practicable and in any event no later than 1 March 2005 according to the terms of the Convertible Note. The Directors believe that the Conversion will further strengthen the financial position of the Company. SHAREHOLDING STRUCTURE Set out below is the shareholding structure of the Company immediately before and after the completion of the Conversion: Immediately Immediately before after Conversion Conversion (as at 24 February 2005) No. of % of No. of % of Shares shareholding Shares shareholding PCCW 961,333,333 51.07% 1,481,333,333 61.66% Public 921,126,540 48.93% 921,126,540 38.34% Total 1,882,459,873 100.00% 2,402,459,873 100.00% CHANGE OF COMPANY SECRETARY The Directors also announce that Ms. Chu Mee Lai, Helen has resigned as the Company Secretary of the Company with effect from 21 February 2005 due to personal reasons. The Directors confirm that there are no other matters in relation to Ms. Chu's resignation that need to be brought to the attention of the shareholders of the Company. The Directors would like to express their gratitude to Ms. Chu for her past contribution to the Company. The Directors are pleased to announce that Ms. Chan Ya Lai, Alice has been appointed as the Company Secretary of the Company with effect from 21 February 2005. Ms. Chan is a solicitor qualified to practise in Hong Kong, England and Australia. Prior to joining the Company, she had been a lecturer of law at the University of Hong Kong and a partner of an international law firm specializing in corporate finance and capital markets work. GENERAL