WH Group Limited — Proxy Solicitation & Information Statement 2002

Aug 7, 2002

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Premium Land Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, 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 circular.

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PREMIUM LAND LIMITED

(Incorporated in Bermuda with limited liability)

REFRESHMENT OF THE 10 PER CENT. GENERAL LIMIT ON THE GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME

A notice convening a special general meeting of the Company to be held at Gemini & Libra Rooms, 33rd Floor, Rosedale on the Park, 8 Shelter Street, Causeway Bay, Hong Kong on Friday, 30th August 2002 at 9:15 a.m. is set out on page 6 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time of the meeting to the office of the Company’s branch registrar in Hong Kong, Secretaries Limited at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting should you so wish.

7th August 2002

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Share Option Scheme – Refreshment of 10% general limit . . . . . . . . . . . . . . . . . . . . . .	3
Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Documents available for inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of the Special General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

“associate(s)”	has the meaning as defined in the Listing Rules
“Board”	the board of Directors
“Companies Act”	the Companies Act of Bermuda
“Company”	Premium Land Limited
“Directors”	directors (including independent non-executive directors)
	of the Company
“Eligible Person(s)”	any employee of the Company and consultant of the
	Company and its subsidiaries
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Latest Practicable Date”	5th August 2002, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information contained herein
“Listing Rules”	The Rules Governing the Listing of Securities on the Stock
	Exchange
“Share(s)”	ordinary share(s) of HK$0.01 each in the share capital of
	the Company
“Shareholder(s)”	holder(s) for the time being of the Share(s)
“Share Option Scheme”	the share option scheme of the Company adopted on 24th
	April 2002 for the employees (including directors) and
	consultants of the Company and its subsidiaries
“Special General Meeting”	the special general meeting of the Company to be held on
	Friday, 30th August 2002 at 9:15 a.m. at Gemini & Libra
	Rooms, 33rd Floor, Rosedale on the Park, 8 Shelter Street,
	Causeway Bay, Hong Kong
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“%”	per cent.

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LETTER FROM THE BOARD

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PREMIUM LAND LIMITED

(Incorporated in Bermuda with limited liability)

Directors: Executive Directors Dong Bo, Frederic Lau Man Tak

Independent non-executive Directors: Kan Kwok Shu Shum Ka Hei

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Principal place of business in Hong Kong: Suite 2804-5 Shui On Centre 6-8 Harbour Road Wanchai Hong Kong

7th August 2002

To the Shareholders, and for information purposes, holders of warrants in the Company

Dear Sir or Madam,

REFRESHMENT OF THE 10 PER CENT. GENERAL LIMIT ON THE GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME

INTRODUCTION

The Company adopted the Share Option Scheme pursuant to an ordinary resolution of the Shareholders on 24th April 2002. Under the rules of the Share Option Scheme, the total number of Shares which may be issued upon the exercise of all options granted under the Share Option Scheme is limited to 10% of the Company’s issued share capital as at the date of adoption of the Share Option Scheme.

At the date of adoption of the Share Option Scheme, the issued share capital of the Company was 2,699,365,970 Shares and the total number of Shares which may be issued upon the exercise of all options granted under the Share Option Scheme is 269,936,597 Shares.

As at the Latest Practicable Date, options carrying the rights to subscribe for up to a total of 269,930,000 Shares have been granted under the Share Option Scheme. Unless the 10% general limit is “refreshed”, only options to subscribe for a total of 6,597 Shares may be granted under the Share Option Scheme. The Directors consider that it is in the interest of the Company to “refresh” such 10% general limit to permit the grant of further options under the Share Option Scheme.

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LETTER FROM THE BOARD

The purpose of this circular is to (i) present the proposal for the refreshment of the 10% general limit on the grant of options under the Share Option Scheme; and (ii) provide you with the notice of the Special General Meeting at which the necessary ordinary resolution will be proposed to consider and, if thought fit, to approve the refreshment of the 10% general limit on the grant of options under the Share Option Scheme.

SHARE OPTION SCHEME – REFRESHMENT OF 10% GENERAL LIMIT

The Company adopted the Share Option Scheme pursuant to an ordinary resolution of the Shareholders on 24th April 2002. Apart from the Share Option Scheme, the Company has no other share option scheme.

Under the rules of the Share Option Scheme:

1. the maximum number of Shares which may be issued upon exercise of all outstanding options granted but not yet exercised under the Share Option Scheme and any other share option schemes of the Company must not exceed 30% of the Shares in issue from time to time;

2. the maximum number of Shares in respect of which options may be granted under the Share Option Scheme and any other share option schemes of the Company shall not exceed such number of Shares as shall represent 10% of the issued share capital of the Company at the date of approval of the Share Option Scheme (“ Scheme Mandate Limit ”); and

3. the total number of Shares issued and to be issued on the exercise of options granted and to be granted (including both exercised and outstanding options) in any 12-month period up to the date of grant to each Eligible Person shall not exceed 1% of the total issued share capital of the Company in issue unless a shareholders’ circular is despatched to the Shareholders and the approval from the Shareholders in a general meeting with the relevant Eligible Person and its associates abstain from voting on the resolution is obtained.

The Company may seek approval from the Shareholders in general meeting for “refreshing” the Scheme Mandate Limit under the Share Option Scheme. However, the total number of Shares which may be issued upon exercise of all options to be granted under all of the schemes of the Company (or its subsidiaries) under the limit as “refreshed” must not exceed 10% of the relevant class of Shares in issue as at the date of approval of the Scheme Mandate Limit.

Options previously granted under the Share Option Scheme and any other share option schemes of the Company (including options outstanding, cancelled, lapsed or exercised in accordance with the Share Option Scheme) will not be counted for the purpose of calculating the Scheme Mandate Limit as “refreshed”.

The existing Scheme Mandate Limit is 269,936,597 Shares, being 10% of the Shares in issue as at the date of adoption of the Share Option Scheme. As at the Latest Practicable Date, options carrying the rights to subscribe for up to a total of 269,930,000 Shares have been granted under the Share Option Scheme. All these options were granted on 3rd May 2002 and were granted in accordance with the terms and restrictions of the Share Option Scheme.

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LETTER FROM THE BOARD

The options granted on 3rd May 2002 under the Share Option Scheme were granted to employees and consultants of the Group (including Directors) in recognition of their contribution to the Group and also in expression of the Group’s wish to work with the employees together for the continued success. All the grantees of the options fell within the category of Eligible Persons under the Share Option Scheme. As at the Latest Practicable Date, none of these options were exercised. Unless the Scheme Mandate Limit is “refreshed”, only options to subscribe for a total of 6,597 Shares may be granted under the Share Option Scheme.

If the Scheme Mandate Limit is “refreshed”, on the basis of 2,699,365,970 Shares in issue as at the Latest Practicable Date and assuming that no Shares are issued or repurchased by the Company prior to the Special General Meeting, the Company will be entitled to grant further options under the Share Option Scheme and other share option schemes carrying the rights to subscribe for a maximum of 269,936,597 Shares.

The Directors also refer to the announcement of the Company dated 31st July 2002 (the “ Announcement ”) relating to a placing of existing Shares and subscription of new Shares in the Company. Assuming that the Subscription Agreement (as defined in the Announcement) is completed pursuant to its terms, but no other Shares of the Company are issued or repurchased by the Company, prior to the Special General Meeting, there will be a total of 3,239,235,970 Shares in issue as at the date of the Special General Meeting. On such basis, the Company will be entitled to grant further options under the Share Option Scheme and other share option schemes carrying the rights to subscribe for a maximum of 323,923,597 Shares if the Scheme Mandate Limit is “refreshed”.

Application has been made to the Stock Exchange for the listing of, and permission to deal in, any Shares, representing 10% of the issued share capital as at the date of the Special General Meeting approving the refreshed Scheme Mandate Limit, to be issued upon the exercise of the options granted under the refreshed 10% limit of the Share Option Scheme.

The purpose of the Share Option Scheme is to recognise the contribution of the full-time employees and consultants of the Group. Given that the existing Scheme Mandate Limit has almost already reached its maximum, it will be difficult for the Share Option Scheme to continue to serve its intended purpose for the benefits of the Group and its Shareholders unless the Scheme Mandate Limit is “refreshed” in accordance with the rules of the Share Option Scheme.

The Directors consider that it will be for the benefit of the Company and its Shareholders as a whole that the Eligible Persons are granted rights to obtain equity holdings of the Company through the grant of options under the Share Option Scheme. This will incentivise the Eligible Persons to contribute to the success of the Group. For these reasons, the Directors will propose the passing of an ordinary resolution at the Special General Meeting for “refreshing” the Scheme Mandate Limit.

SPECIAL GENERAL MEETING

Set out on page 6 of this circular is a notice convening the Special General Meeting at which an ordinary resolution will be proposed to consider, and if thought fit, to approval the refreshment of the 10% general limit on the grant of options under the Share Option Scheme.

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LETTER FROM THE BOARD

You will find enclosed a form of proxy for use at the Special General Meeting. Whether or not you intend to attend the Special General Meeting, you are requested to complete and return the enclosed form of proxy that is despatched to you together with this circular, in accordance with the instructions printed thereon not less than 48 hours before the time appointed for holding the Special General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Special General Meeting if you so wish.

RECOMMENDATION

The Directors consider that the refreshment of the 10% general limit on the grant of options under the Share Option Scheme is in the best interests of the Company and its Shareholders and recommend Shareholders to vote in favour of the ordinary resolution set out in the notice of the Special General Meeting.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

DOCUMENTS AVAILABLE FOR INSPECTION

Copy of the Share Option Scheme is available for inspection at the principal place of business of the Company in Hong Kong at Suite 2804-5, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong during normal business hours until 30th August 2002.

Yours faithfully, For and on behalf of the Board Dong Bo, Frederic

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NOTICE OF SPECIAL GENERAL MEETING

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PREMIUM LAND LIMITED

(Incorporated in Bermuda with limited liability)

NOTICE IS HEREBY GIVEN that a special general meeting of Premium Land Limited (the “ Company ”) will be held at Gemini & Libra Rooms, 33rd Floor, Rosedale on the Park, 8 Shelter Street, Causeway Bay, Hong Kong, on Friday, 30th August 2002 at 9:15 a.m. to consider and, if thought fit, passing the following resolution (with or without modifications) as ordinary resolution:

Ordinary Resolution

“ THAT pursuant to paragraph 8.4 of the rules of the share option scheme (the “ Scheme ”) adopted by the Company on 24th April 2002, approval be and is hereby generally and unconditionally granted for “refreshing” the Scheme Mandate Limit (as defined in the rules of the Scheme) under the Scheme provided that (i) the total number of shares of HK$0.01 each in the share capital of the Company which may be issued upon the exercise of all options to be granted under the Scheme and any other share option schemes of the Company under the limit as “refreshed” hereby shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution; and (ii) options previously granted under the Scheme and any other share option schemes of the Company (including options outstanding, cancelled, lapsed or exercised in accordance with the terms of the Scheme or any other share option schemes of the Company) shall not be counted for the purpose of calculating the 10% limit as “refreshed” hereby.”

By order of the Board Dong Bo, Frederic Chairman

Hong Kong, 7th August 2002

Principal place of business in Hong Kong:

Suite 2804-5 Shui On Centre 6-8 Harbour Road Wanchai Hong Kong

Notes:

1. A member entitled to attend and vote may appoint one or more than one proxy to attend, and subject to the provisions of the bye-laws of the Company, vote in his instead. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the offices of the Company’s Hong Kong branch registrar, Secretaries Limited at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong, not less than 48 hours before the time for holding the meeting or any adjournment thereof.

3. A proxy form for use at the Special General Meeting is enclosed.

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