WH Group Limited — Major Shareholding Notification 2001

Oct 29, 2001

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.

PREMIUM LAND LIMITED

(Incorporated in Bermuda with limited liability)

CHANGE OF SUBSTANTIAL SHAREHOLDER

APPOINTMENT AND RESIGNATION OF DIRECTORS

The Directors refer to the announcement of the Company dated 18 October 2001 and announce that they have been informed by the Vendor and the Purchaser that completion of the Placing Agreement and the Sale and Purchase Agreement each took place on 26 October 2001 and all the Placing Shares were placed to persons who are not connected with any of the directors, chief executives and substantial shareholders of the Company or any of its subsidiaries or any of their respective associates (as defined in the Listing Rules).

Immediately after completion of the Sale and Purchase Agreement, Messrs. Dong Bo and Lau Man Tak, as nominated by the Purchaser, have been appointed executive Directors, Messrs. Leung Tze Hang, David and Wen, Carson have resigned as independent non-executive Directors and Mr. Choo Yeow Ming and Ms. Ma Wai Man, Catherine have changed from executive Directors to non-executive Directors all with effect from 26 October 2001.

The directors of the Company (“Directors”) refer to the announcement of the Company dated 18 October 2001 in relation to a possible change of substantial shareholder in connection with the Sale and Purchase Agreement and the Placing Agreement. Unless the context requires otherwise, capitalized terms used in this announcement have the same meanings as defined in the Company's announcement dated 18 October 2001.

Completion of the Sale and Purchase Agreement and the Placing Agreement

The Directors have been informed by the Vendor and the Purchaser that completion of the Placing Agreement and the Sale and Purchase Agreement each took place on 26 October 2001 and all the Placing Shares were placed to persons who are not connected with any of the directors, chief executives and substantial shareholders of the Company or any of its subsidiaries or any of their respective associates (as defined in the Listing Rules). As a result, the Vendor is not interested in any Shares and the shareholdings in the Company held by the Purchaser and the public are approximately 32.06% and 67.94% of the issued share capital of the Company respectively as at the date of this announcement.

Appointment and resignation of Directors

Immediately after completion of the Sale and Purchase Agreement, Messrs. Dong Bo and Lau Man Tak, as nominated by the Purchaser, have been appointed executive Directors, Messrs. Leung Tze Hang, David and Wen, Carson have resigned as independent non-executive Directors and Mr. Choo Yeow Ming and Ms. Ma Wai Man, Catherine have changed from executive Directors to non-executive Directors all with effect from 26 October 2001.

By order of the board of directors
Premium Land Limited
Dong BoDirectorHong Kong, 26 October 2001

Please also refer to the published version of this announcement in the Hong Kong iMail.