10:19 PREMIUM LAND<02971> - Announcement (2) The following table shows the principal amount of Guaranteed Convertible Notes and number of GCN Conversion Shares (as defined below) to be held by Shepherd Investments and Stark Japan before and after the reallocation of Guaranteed Convertible Notes (assuming full conversion of Guaranteed Convertible Notes): Before reallocation of After reallocation of Guaranteed Convertible Notes Guaranteed Convertible Notes No. of GCN No. of GCN Principal Conversion Principal Conversion amount Shares amount Shares (HK$) (HK$) Shepherd Investments 35,100,000 58,500,000 42,120,000 70,200,000 Stark Japan 7,020,000 11,700,000 0 0 Effect on shareholding structure The effect on the shareholding structure of the Company upon allotment of 26,500,000 New Shares (as defined below) to be subscribed for by the Share Subscriber pursuant to the Share Subscription Agreement supplemented by a supplemental agreement dated 4 March 2005, full conversion of the Underwritten Convertible Notes in an aggregate principal amount of HK$31.2 million to be issued by the Company pursuant to the Placing Agreement and the Guaranteed Convertible Notes (the "New Guaranteed Convertible Notes") in an aggregate principal amount of HK$78 million to be issued by the Company pursuant to the CB Subscription Agreements supplemented by the Supplemental CB Subscription Agreements and taking into account the Cancellation Agreement (collectively the "New CB Subscription Agreements") are as follows (the Share Subscription Agreement, the Placing Agreement and the New CB Subscription Agreements are yet to be completed): Upon completion of the Share Subscription Agreement, the Placing Agreement and the New CB Subscription Agreements (assuming no (assuming no (assuming no conversion conversion conversion of the New of the (assuming full of the Guaranteed Underwritten conversion of Underwritten Convertible Convertible the Underwritten Existing Convertible Notes and full Notes and full Convertible Shareholdings Notes and the conversion on conversion on the Notes and the (as at the New Guaranteed the Underwritten New Guaranteed New Guaranteed date of this Convertible Convertible Convertible Convertible Name announcement) Notes) No. of Notes only) No. of Notes only) No. of Notes) No. of No. of New Shares New Shares New Shares New Shares New Shares