10:14     PREMIUM LAND<00164> - Announcement (2)                              

    References are made to the Company's announcement                         
    dated 6 January 2005 (the "Announcement") and the                         
    Company's circular dated 21 February 2005 (the                            
    "Circular") in relation to the proposed issue of (i)                      
    new Shares; (ii) the Underwritten Convertible Notes;                      
    and (iii) the Guaranteed Convertible Notes. Unless                        
    the context requires otherwise, terms used herein                         
    shall bear the same meaning as those defined in the                       
    Announcement.                                                             
                                                                              
    The resolutions in respect of (i) the issue of the                        
    Subscription Shares under the Share Subscription                          
    Agreement; (ii) the issue of the Underwritten                             
    Convertible Notes and the issue of the Conversion                         
    Shares upon exercise of the conversion rights                             
    attached to the Underwritten Convertible Notes under                      
    the Placing Agreement; and (iii) the issue of the                         
    Guaranteed Convertible Notes and the issue of the                         
    Conversion Shares upon exercise of the conversion                         
    rights attached to the Guaranteed Convertible Notes                       
    under the CB Subscription Agreements were voted for                       
    by the Shareholders by show of hands at the SGM on                        
    9 March 2005 where the aforesaid resolutions (i) and                      
    (ii) were duly passed. However, some of the CB                            
    Subscribers held a total of 245,770,000 Shares on the                     
    date of despatch of the Circular and held the Shares                      
    at the time of the SGM. Despite the fact that such                        
    CB Subscribers did not vote at the SGM in respect of                      
    the aforesaid resolution (iii) and that such                              
    resolution was voted for at the SGM, such resolution                      
    should have been voted by way of poll where the                           
    relevant CB Subscribers should abstain from voting                        
    under the Listing Rules. Due to an oversight by the                       
    Company, the said resolution (iii) was not voted at                       
    the SGM by the Shareholders by poll with the CB                           
    Subscribers abstaining from voting. Accordingly,                          
    another special general meeting of the Company (the                       
    "Meeting"), reapproving, if thought fit, the issue                        
    of the Guaranteed Convertible Notes and the issue of                      
    the Conversion Shares falling to be issued upon                           
    exercise of the conversion rights attached to the                         
    Guaranteed Convertible Notes by way of poll will be                       
    held as soon as possible after the issue of this                          
    announcement. All the CB Subscribers and their                            
    associates are required to abstain from voting at the                     
    Meeting and save for the CB Subscribers and their                         
    associates, no Shareholders or their associates have                      
    any interest in the CB Subscription Agreements which                      
    are different from the other Shareholders.                                
                                                                              
    As referred to the Company's announcement dated 7                         
    March 2005 relating to the capital reorganisation of                      
    the Company, the conversion price of the Guaranteed                       
    Convertible Notes will be adjusted from HK$0.03 per                       
    Share to HK$0.60 per share upon the proposed                              
    consolidation of every twenty(20) Shares of HK$0.01                       
    each into one(1) new share of HK$0.20 each becoming                       
    effective. The proposed change of conversion price                        
    of the Guaranteed Convertible Notes has been agreed                       
    by the Company and the CB Subscribers in writing.                         
                                                                              
    A circular containing, among other things,                                
    information on the Guaranteed Convertible Notes and                       
    the notice of the Meeting together with a form of proxy                   
    for use at the Meeting will be despatched to the                          
    Shareholders as soon as possible.                                         
                                                                              
    Agreements supplement to the Share Subscription                           
    Agreement, Placing Agreement and CB Subscription                          
    Agreements were entered into by the Company with the                      
    relevant parties on 15 March 2005 where the latest                        
    completion dates for the Share Subscription