09:23     PREMIUM LAND<00164> - Announcement (7)                              

    professional adviser if they are in doubt about any                       
    of the above matters.                                                     
                                                                              
    DEFINITIONS                                                               
    "Board" the board of Directors of the Company                             
                                                                              
    "CCASS" the Central Clearing and Settlement System                        
    established and operated by HKSCC                                         
                                                                              
    "Capital Reduction"     the reduction in the nominal                      
    value of the Consolidated Shares from HK0.20 to                           
    HK$0.01 by canceling HK$0.19 of the paid-up capital                       
    on each issued Consolidated Share                                         
                                                                              
    "Capital Reorganisation"        the Share Consolidation                   
    and the Capital Reduction                                                 
                                                                              
    "Company"       Premium Land Limited, a company                           
    incorporated in Bermuda with limited liability whose                      
    Shares are listed on the Stock Exchange                                   
                                                                              
    "Consolidated Share(s)" ordinary shares of HK$0.20                        
    each in the issued share capital of the Company upon                      
    completion of the Share Consolidation                                     
                                                                              
    "Director(s)"   director(s) of the Company                                
                                                                              
    "Guaranteed Convertible Notes"  the convertible                           
    notes to be issued by the Company in the aggregate                        
    principal amount of  HK$78,000,000 at a conversion                        
    price of HK$0.03 per Share, details of which were set                     
    out in the Company's announcement dated 6 January 2005                    
                                                                              
    "HKSCC" Hong Kong Securities Clearing Company                             
    Limited                                                                   
                                                                              
    "Hong Kong"     the Hong Kong Special Administrative                      
    Region of the People's Republic of China                                  
                                                                              
    "New Share(s)"  share(s) of HK$0.01 each in the                           
    capital of the Company upon the Capital                                   
    Reorganisation becomes effective                                          
                                                                              
    "Peakhill Convertible Notes"    the convertible                           
    notes issued by the Company to Peakhill Investments                       
    Limited in the aggregate principal amount of                              
    HK$32,400,000 at a conversion price of HK$0.03 per                        
    Share, details of which were set out in the Company's                     
    announcement dated 8 December 2004                                        
                                                                              
    "Registrar"     Secretaries Limited, the Hong Kong branch                 
    share registrar of the Company                                            
                                                                              
    "SGM"   the special general meeting of the Company to                     
    be convened to consider and, if thought fit, to                           
    approve, among other things, the Capital                                  
    Reorganisation                                                            
                                                                              
    "Share Consolidation"   the proposed share                                
    consolidation of the issued Shares by consolidating                       
    every twenty (20) Shares into one (1) Consolidated                        
    Share                                                                     
                                                                              
    "Shareholder(s)"        holder(s) of the Shares or the                    
    Consolidated Shares, as the case may be                                   
                                                                              
    "Shares"        existing shares of HK$0.01 each in the share              
    capital of the Company before the Capital                                 
    Reorganisation                                                            
                                                                              
    "Stock Exchange"        The Stock Exchange of Hong Kong                   
    Limited                                                                   
                                                                              
    "Underwritten Convertible Notes"        the convertible