09:22     PREMIUM LAND<00164> - Announcement (2)                              

    also proposes to change the board lot size to 5,000                       
    New Shares following the Capital Reorganisation such                      
    that the value of each board lot will be changed from                     
    HK$390.00 (before the Capital Reorganisation) to                          
    HK$3,900.00 (after the Capital Reorganisation) based                      
    on the closing price of HK$0.039 per Share as quoted                      
    on the Stock Exchange as at the date of this                              
    announcement.                                                             
                                                                              
    The SGM will be convened to approve, among other                          
    matters, the Capital Reorganisation. A circular                           
    containing, among other things, information as                            
    regards the Capital Reorganisation (including an                          
    expected timetable and trading arrangements) and the                      
    change in board lot size, together with a notice                          
    convening the SGM, will be despatched to the                              
    Shareholders as soon as practicable.                                      
                                                                              
    CAPITAL REORGANISATION                                                    
    The Directors propose to effect the Capital                               
    Reorganisation which will involve:                                        
                                                                              
    (i)     the Share Consolidation pursuant to which every                   
    20 Shares of HK$0.01 each in the issued share capital                     
    of the Company shall be consolidated into one                             
    Consolidated Share of HK$0.20 each in the issued share                    
    capital of the Company; and                                               
                                                                              
    (ii)    the Capital Reduction under which the nominal                     
    value of all the issued Consolidated Shares shall be                      
    reduced from HK$0.20 each to HK$0.01 each by canceling                    
    HK$0.19 of the paid-up capital from each issued                           
    Consolidated Share such that the issued share capital                     
    of the Company will be reduced from an amount of                          
    HK$54,137,259.70 comprising 270,686,298                                   
    Consolidated Shares of HK$0.20 each to                                    
    HK$2,706,862.98 comprising 270,686,298 New Shares of                      
    HK$0.01 each upon completion of the Capital                               
    Reduction.                                                                
                                                                              
    As at the date of this announcement, the authorised                       
    share capital of the Company is HK$150,000,000                            
    comprising 15,000,000,000 Shares, of which                                
    5,413,725,970 Shares have been issued and fully paid.                     
    Assuming no further Shares will be issued from the                        
    date of this announcement up to the date of the SGM,                      
    there will be 270,686,298 Consolidated Shares in                          
    issue immediately following the Share Consolidation                       
    and after the Capital Reduction, there will be                            
    270,686,298 New Shares in issue.                                          
                                                                              
    Upon completion of the Capital Reorganisation, the                        
    authorised share capital of the Company will remain                       
    HK$150,000,000 but divided into 15,000,000,000 New                        
    Shares, comprising 270,686,298 issued New Shares and                      
    14,729,313,702 unissued New Shares, upon completion                       
    of the Capital Reorganisation.                                            
                                                                              
    The Company intends to apply the credit balance of                        
    approximately HK$51.43 million that will arise as a                       
    result of the Capital Reduction to the contributed                        
    surplus account of the Company where it shall be                          
    utilised to set off part of the accumulated losses                        
    of the Company. The Capital Reorganisation will have                      
    no effect on the consolidated net assets, business                        
    operations, management or financial position of the                       
    Company and its subsidiaries or the interests of the                      
    Shareholders as a whole except for the payment of the                     
    expenses relating to the Capital Reorganisation.                          
                                                                              
    As at the date of this announcement, there are no                         
    outstanding options, warrants, securities                                 
    convertible or exchangeable into the Shares save for                      
    (i) the Peakhill Convertible Notes; (ii) the