WH Group Limited — Capital/Financing Update 2002

Jun 12, 2002

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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PREMIUM LAND LIMITED

(Incorporated in Bermuda with limited liability)

AMENDMENTS TO THE TERMS OF THE WARRANT PLACING AGREEMENT AND UNUSUAL TRADING VOLUME MOVEMENT

Reference is made to the announcement of the Company dated 8 May 2002 in relation to the private placing of the Warrants.

The Directors would like to announce that on 12 June 2002 a supplemental agreement was entered into between the Company and the Placing Manager in relation to the amendments of the Warrant Placing Agreement (“Supplemental Agreement”). The amendments are summarized as follows:

The Subscription Price was adjusted from HK$0.36 to HK$0.22 (subject to further adjustment). The Adjusted Subscription Price was negotiated on an arm’s length basis between the Company and the Placing Manager and on normal commercial terms.

The expected completion date of the Warrant Placing will be extended to not later than 19 July 2002.

As the Company requires more time to gather the information in relation to the sufficiency of working capital for incorporation into the prospectus to be issued in connection with the Warrant Placing. A prospectus containing details of the Warrant Placing will be issued to the Shareholders as soon as practicable.

Except for the amendments as herein provided, the Warrant Placing Agreement shall remain in full force and effect and shall continue to be binding upon the parties thereto. For the avoidance of doubt, all other rights, remedies, obligations under the terms of the Warrant Placing Agreement shall not be affected and claims accrued shall continue to accrue to one party against the other party and shall not be prejudiced by the entering into of the Supplemental Agreement.

The Directors have noted the increase in trading volume of the Shares on 12 June 2002 and would like to state that they are not aware of any reasons for such increase except disclosed in this announcement.

Unless otherwise stated, terms used in this announcement shall have the same meanings as those defined in the announcement of Premium Land Limited (“the Company”) dated 8 May 2002 in relation to the private placing of the Warrants.

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Amendments to the terms of the Warrant Placing Agreement

The Directors announce that on 12 June 2002 a Supplemental Agreement was entered into between the Company and the Placing Manager in relation to the amendments of the Warrant Placing Agreement. The amendments are summarized as follows:

• a) Subscription Price:

The Subscription Price was adjusted from HK$0.36 to HK$0.22. (the “Adjusted Subscription Price”) (subject to further adjustment). The Adjusted Subscription Price were negotiated on an arm’s length basis between the Company and the Placing Manager and on normal commercial term.

• b) Conditions of the Warrant Placing:

Completion shall be subject to and conditional upon:

• (1) the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, all the Warrants and any Shares falling to be issued on the exercise of the subscription rights attaching to the Warrants either unconditionally or subject to conditions to which the Company accepts by no later than 4:00 p.m. on 19 July 2002 (Hong Kong time) (or such later time or date as the parties may agree);

• (2) the delivery to and registration by the Registrar of Companies in Hong Kong of a copy of each of the prospectus and the application form, each duly signed by any two of the Directors (or by their agents duly authorised in writing) and having annexed to it all documents required to be annexed thereto, in accordance with Section 348C of the Companies Ordinance by no later than 4:00 p.m. on 12 July 2002 (Hong Kong time) (or such later time or date as the parties may agree); and

• (3) the delivery to and filing with the Registrar of Companies in Bermuda of a copy of the prospectus and the application form duly signed by one Director (for and on behalf of the other Directors) in accordance with the Companies Act by no later than 4:00 p.m. on 12 July 2002 (Hong Kong time) (or such later time or date as the parties may agree).

The Adjusted Subscription Price (subject to further adjustment) represents:

• a) (i) a discount of approximately 12.00% to the closing price of the HK$0.25 per Share as quoted on the Stock Exchange on 12 June 2002, being the last trading day prior to the date of the Supplemental Agreement; and (ii) a discount of approximately 16.67% to the average closing price of HK$0.264 per Share as quoted on the Stock Exchange of the last 10 trading days up to and including 12 June 2002. The aggregate of the Warrant Issue Price and the Adjustment Subscription Price (subject to further adjustment) represents: (i) a premium of approximately 8.00% over the closing price of HK$0.25 per Share as quoted on the Stock Exchange on 12 June 2002; and (ii) a premium of approximately 2.27% over the average closing price of HK$0.264 per Share as quoted on the Stock Exchange for the last 10 trading days up to and including 12 June 2002.

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• b) (i) a discount of approximately 38.03% to the closing price of HK$0.355 per Share as quoted on the Stock Exchange on 7 May 2002, being the last trading day prior to the date of Warrant Placing Agreement; and (ii) a discount of approximately 29.51% to the average closing price of HK$0.3121 per Share as quoted on the Stock Exchange for the last 10 trading days up to and including 7 May 2002. The aggregate of the Warrant Issue Price and the Adjusted Subscription Price represents: (i) a discount of approximately 23.94% to the closing price of HK$0.355 per Share as quoted on the Stock Exchange on 7 May 2002; and (ii) a discount of approximately 13.49% to the average closing price of HK$0.3121 per Share as quoted on the Stock Exchange for the last 10 trading days up to and including 7 May 2002.

Reason for the amendments

The trading price of the Share decreased by approximately 30% from HK$0.355 as at the date of the Warrant Placing Agreement, i.e. 7 May 2002 to HK$0.25 as at the date of the Supplement Agreement, i.e. 12 June 2002. The Directors and the Placing Manager consider that based on the decrease of the trading price of the Share, it is appropriate to adjust the exercise price of the subscription rights attaching to the Warrants.

Despatch of listing document

As the Company requires more time to gather the information in relation to the sufficiency of working capital for incorporation into the prospectus to be issued in connection with the Warrant Placing. A prospectus containing details of the Warrant Placing will be issued to the Shareholders as soon as practicable.

Except for the amendments as herein provided, the Warrant Placing Agreement shall remain in full force and effect and shall continue to be binding upon the parties thereto. For the avoidance of doubt, all other rights, remedies, obligations under the terms of the Warrant Placing Agreement shall not be affected and claims accrued shall continue to accrue to one party against the other party and shall not be prejudiced by the entering into of the Supplemental Agreement.

Unusual trading volume

This statement is made at the request of the Stock Exchange. The Directors have noted the increase in trading volume of the Shares on 12 June 2002 and would like to state that they are not aware of any reasons for such increase except for the amendments to the terms of the Warrant Placing Agreement and for the adjustment to the exercise price of the subscription rights attaching to the Warrants, the terms of which were first negotiated and concluded after the market closes on 12 June 2002. The Directors have confirmed that there are no negotiations or agreements relating to intended acquisitions or realisations which are discloseable under paragraph 3 of the Listing Agreement, neither is the Board aware of any matter discloseable under the general obligation imposed by paragraph 2 of the Listing Agreement, which is or may be of a price-sensitive nature.

By Order of the Board Premium Land Limited Dong Bo, Frederic Chairman

Hong Kong, 12 June 2002

“Please also refer to the published version of this announcement in The Standard”.

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