WH Group Limited — Major Shareholding Notification 2001

Oct 19, 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

The directors of the Company announce that they have been informed by the Vendor that (1) on 16 October 2001 the Vendor has entered into the Sale and Purchase Agreement to sell the Sale Shares, representing approximately 32.06% of its issued share capital, to the Purchaser; (2) on the same day, the Vendor entered into the Placing Agreement with the Placing Agent, whereby the Placing Agent has agreed to place, on behalf of the Vendor and on a best-efforts basis, the Placing Shares representing approximately 8% of the issued share capital of the Company; and (3) the Sale Shares and the Placing Shares represent the Vendor's entire interest in the Company.

The consideration for the Sale Shares and the Placing Shares is HK$1.16 per Share, representing a discount of approximately 3.33% to the closing price of HK$1.20 per Share on 16 October 2001, being the last trading day of the Shares prior to the publication of this announcement and is equal to the average closing price of HK$1.16 per Share as quoted on the Stock Exchange for the last 10 trading days up to and including 16 October 2001, being the last trading day of the Shares before issue of this announcement.

Suspension of trading in the Shares from 10:00 a.m. on 17 October 2001 was requested by the Company pending the release of this announcement. Application for the resumption of trading in the Shares has been made to the Stock Exchange with effect from 10:00 a.m. on 19 October 2001.

Sale and Purchase Agreement and Placing Agreement

The directors of Premium Land Limited (“Company”) announce that they have been informed by Upland Profits Limited (“Vendor”), a controlling shareholder of the Company, that the Vendor has entered into an agreement dated 16 October 2001 (“Sale and Purchase Agreement”) to sell 120,208,070 shares (“Sales Shares”) of HK$0.05 each in the capital of the Company (“Shares”), representing approximately 32.06% of its issued share capital, to United Jumbo Limited (“Purchaser”), a company incorporated in the British Virgin Islands and wholly beneficially owned by Mr Dong Bo who is also its sole director. The Company has also been informed by the Vendor that Mr Dong is currently an executive director of China Development Corporation Limited, the shares of which are listed on the Stock Exchange. Each of the Purchaser and Mr Dong is an independent third party not connected with the directors, chief executive or substantial shareholders of the Company or its subsidiaries or their respective associates (as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“Listing Rules”)) and the Purchaser and parties acting in concert with it currently do not hold any Shares or any securities convertible into Shares.

On the same day, the Vendor entered into an agreement (“Placing Agreement”) with Guotai Junan Securities (Hong Kong) Limited (“Placing Agent”), whereby the Placing Agent has agreed to place, on behalf of the Vendor and on a best-efforts basis, 30,006,584 Shares (“Placing Shares”) representing approximately 8% of the issued share capital of the Company to placees not connected with the directors, chief executive or substantial shareholders of the Company and of its subsidiaries and their respective associates (as defined in the Listing Rules). The Vendor is a wholly-owned subsidiary of Capital Strategic Investment Limited, the securities of which are listed on the Stock Exchange. Each of the Purchaser, its beneficial owner and the Placing Agent is independent of and not connected with the directors, chief executive or substantial shareholders of the Company or its subsidiaries or any of their respective associates (as defined in the Listing Rules).

Further announcement will be made to inform shareholders of the Company and the public of the result of the placing under the Placing Agreement.

The directors of the Company have been informed by the Vendor that the Sale Shares and the Placing Shares represent the Vendor's entire interest in the Company, being approximately 40.06% of the issued share capital of the Company.

Consideration

The consideration for the Sale Shares and the Placing Shares is HK$1.16 per Share, representing a discount of approximately 3.33% to the closing price of HK$1.20 per Share on 16 October 2001, being the last trading day of the Shares prior to the publication of this announcement and is equal to the average closing price of HK$1.16 per Share as quoted on The Stock Exchange of Hong Kong Limited (“Stock Exchange”) for the last 10 trading days up to and including 16 October 2001, being the last trading day of the Shares before issue of this announcement.

Completion

Completion of the sale and purchase of the Sale Shares is expected to take place on 26 October 2001 (or such other date as agreed between the Vendor and the Purchaser) and in any event by no later than 23 November 2001 and is subject to the fulfilment of certain conditions provided in the Sale and Purchase Agreement. One of the conditions requires the Vendor to provide a confirmation of the successful placing of all the Placing Shares to independent parties. The Purchaser has undertaken that it would not waive the fulfilment of such condition. Completion of the placing of the Placing Shares is expected to take place on 26 October 2001 (or such other date as determined by the Vendor and in any event by no later than 23 November 2001) and is not subject to the fulfilment of any conditions.

Shareholding structure of the Company upon completion

Immediately upon completion of the sale and purchase of the Sale Shares and the placing of the Placing Shares, it is expected that the Purchaser shall be the only substantial shareholder (as defined in the Listing Rules) interested in approximately 32.06% of the issued share capital in the Company.

General

The Company has been notified by the Vendor that under the terms of the Sale and Purchase Agreement, the Purchaser will be entitled to nominate two directors to the board of the Company (which consists of four directors) and require the resignation of some or all of the existing directors of the Company at completion of the Sale and Purchase Agreement. As at the date of this announcement, the Purchaser has not indicated any intended changes to the composition of the board of directors of the Company and/or the management or the business of the Company. Further announcement will be made by the Company if and when appropriate of any future appointment of new directors and/or resignation of existing directors and/or any change in the management or the business of the Company.

Investors should exercise caution in dealing in the Shares as completion of the Sale and Purchase Agreement is subject to the fulfilment of certain conditions provided in the Sale and Purchase Agreement and completion may or may not proceed.

Suspension and resumption

Suspension of trading in the Shares from 10:00 a.m. on 17 October 2001 was requested by the Company pending the release of this announcement. Application for the resumption of trading has been made to the Stock Exchange with effect from 10:00 a.m. on 19 October 2001.

By Order of the board of directors
Premium Land Limited
Choo Yeow MingExecutive ChairmanHong Kong, 18 October 2001

The directors of the Company collectively and individually accept full responsibility for the accuracy of the information in respect of the Company contained in this announcement and confirm, having made all reasonable enquiries that to the best of their knowledge and belief, their opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts the omission of which would make any statement herein misleading.