09:22     PREMIUM LAND<00164> - Announcement (3)                              

    proposed issue of Underwritten Convertible Notes                          
    which is subject to the approval of the Shareholders                      
    at the special general meeting to be held by the                          
    Company on 9 March 2005; and (iii) the proposed issue                     
    of Guaranteed Convertible Notes which is subject to                       
    the approval of the Shareholders at the special                           
    general meeting to be held by the Company on 9 March                      
    2005. Upon the Capital Reorganisation becoming                            
    effective, the conversion prices of the Peakhill                          
    Convertible Notes, Underwritten Convertible Notes                         
    and Guaranteed Convertible Notes will be adjusted as                      
    follows:                                                                  
                                                                              
    Original conversion     New exercise price per                            
    price per Share and     New Share and number of                           
    number of Shares to be  New Shares to be                                  
    converted upon exercise converted upon exercise                           
    in full the rights attaching    in full the rights                        
    attaching                                                                 
    to the following        to the following                                  
    convertible notes       convertible notes                                 
                                                                              
    Peakhill Convertible Notes      1,080,000,000 Shares                      
            54,000,000 Consolidated Shares                                    
    exercisable at HK$0.03 per Share        exercisable at                    
    HK$0.60 per New Share                                                     
                                                                              
    Underwritten Convertible Notes  1,040,000,000                             
    Shares  52,000,000 Consolidated Shares                                    
    exercisable at HK$0.03 per Share        exercisable at                    
    HK$0.60 per New Share                                                     
                                                                              
    Guaranteed Convertible Notes    2,600,000,000                             
    Shares  130,000,000 Consolidated Shares                                   
    exercisable at HK$0.03 per Share        exercisable at                    
    HK$0.60 per New Share                                                     
                                                                              
    The adjustments in relation to the conversion prices                      
    of Peakhill Convertible Notes and Underwritten                            
    Convertible Notes will be certified by the Company's                      
    auditors. Further details of such adjustments will                        
    be disclosed in the circular of the Company in                            
    relation to the proposed Capital Reorganisation and                       
    the change in board lot size to be despatched to the                      
    Shareholders as soon as possible.                                         
                                                                              
    The Capital Reorganisation is conditional on (i) the                      
    passing of a special resolution by the Shareholders                       
    at the SGM to approve the Capital Reorganisation; (ii)                    
    the Listing Committee of the Stock Exchange granting                      
    the listing of, and permission to deal in, the New                        
    Shares arising from the Capital Reorganisation; and                       
    (iii) the publication of a notice in an appointed                         
    newspaper in Bermuda.                                                     
                                                                              
    The New Shares will rank pari passu in all respects                       
    with each other and the Capital Reorganisation will                       
    not result in any change in the relative rights of                        
    the Shareholders. Fractional New Shares will not be                       
    issued by the Company to the Shareholders. Any                            
    fractional entitlement to the New Shares will be                          
    aggregated, sold and retained for the benefit of the                      
    Company.                                                                  
                                                                              
    The Company will make an application to the Stock                         
    Exchange for the listing of, and permission to deal                       
    in, the New Shares arising from the Capital                               
    Reorganisation.                                                           
                                                                              
    CHANGE IN BOARD LOT SIZE                                                  
    The Shares are currently traded in board lots of                          
    10,000 Shares. To increase the value of each board                        
    lot after the Capital Reorganisation, the Board