WH Group Limited — Proxy Solicitation & Information Statement 2002

Apr 8, 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 you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

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

The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim 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)

PROPOSAL FOR SUB-DIVISION OF SHARES, CHANGE IN BOARD LOT SIZE ADOPTION OF NEW SHARE OPTION SCHEME AND GENERAL MANDATE TO ISSUE SHARES

A notice convening a special general meeting of Premium Land Limited to be held at Rondo, Minuet and Romanze Rooms, 2nd Floor, Rosedale On The Park, 8 Shelter Street, Causeway Bay, Hong Kong at 9:00 a.m. on 24th April 2002 is set out on pages 14 to 16 of this circular. Whether or not you are able to attend, 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 appointed for the holding of the meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting should you so wish.

8th April 2002

DEFINITIONS

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

“associates”	has the meaning ascribed to it in the Listing Rules
“Company”	Premium Land Limited
“Directors”	the directors (including any independent non-executive
	directors) of the Company
“CCASS”	the Central Clearing and Settlement System established and
	operated by Hongkong Clearing
“Connected Persons”	has the meaning ascribed to it in the Listing Rules
“Eligible Person(s)”	any employee (including any Director) and consultant of
	the Company or any of its subsidiaries
“Existing Share Option Scheme”	the existing share option scheme of the Company adopted
	on 9th April 2001 for the employees (including directors)
	of the Company and its subsidiaries
“General Mandate”	the general and unconditional mandate to be proposed at
	the SGM to be granted to the Directors to exercise all the
	powers of the Company to allot, issue and otherwise deal
	with Shares
“HK$”	Hong Kong dollars
“Hongkong Clearing”	Hong Kong Securities Clearing Company Limited
“Latest Practicable Date”	2nd April 2002, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information in this circular
“Listing Rules”	Rules Governing the Listing of Securities on the Stock
	Exchange
“New Shares”	the shares which may be allotted and issued pursuant to the
	exercise of options granted under the New Share Option
	Scheme
“New Share Option Scheme”	the share option scheme for Eligible Persons proposed to
	be conditionally approved at the SGM, a summary of the
	terms of which is set out in the Appendix to this circular
“Registrars”	Secretaries Limited
“SGM”	the special general meeting of the Company to be held at
	Rondo, Minuet and Romanze Rooms, 2nd Floor, Rosedale
	On The Park, 8 Shelter Street, Causeway Bay, Hong Kong,
	at 9:00 a.m. on 24th April 2002

– i –

DEFINITIONS

“Shares” shares of HK$0.05 each in the capital of the Company or, if the context requires, upon and following the Sub-division taking effect, the Sub-divided Shares “Shareholder(s)” holder(s) of the Shares or, upon and following the Subdivision becoming effective, the Sub-divided Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “Sub-division” the proposed sub-division of each of the existing issued and unissued shares of HK$0.05 each in the share capital of the Company into five shares of HK$0.01 each “Sub-divided Shares” on completion of the Sub-division, the shares of HK$0.01 each in the capital of the Company

– ii –

EXPECTED TIMETABLE

2002

Latest time for return of form of proxy in respect of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on 22nd April SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on 24th April Dealings in Sub-divided Shares commence . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on 25th April Original counter for trading in existing Shares in board lots of 2,000 Shares temporarily closes . . . . . . . . . . . . . . . . . . 10:00 a.m. on 25th April Temporary counter for trading in board lots of 10,000 Sub-divided Shares (in the form of existing Share certificates) opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on 25th April First day of free exchange of existing Share certificates for new certificates for the Sub-divided Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25th April Original counter for trading in new board lots of 10,000 Sub-divided Shares (in the form of new share certificates) reopens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on 10th May Parallel trading in Sub-divided Shares (in the form of new certificates for Sub-divided Shares and existing Share certificates) commences . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on 10th May Parallel trading in Sub-divided Shares (in the form of new certificates for Sub-divided Shares and existing Share certificates) ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on 3rd June Temporary counter for trading in board lots of 10,000 Sub-divided Shares (in the form of existing Share certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on 3rd June Last day for free exchange of existing Share certificates for new certificates for the Sub-divided Shares . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on 6th June

– iii –

CONTENTS

Page

Letter from the Chairman
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
The Sub-division . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Change in board lot size . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Arrangements for trading and exchange of share certificates . . . . . . . . . . . . . . . . . . . . .	2
Existing share option scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
New share option scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Listing and dealings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
General mandate to issue shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Special general meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Documents available for inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix – Summary of the Rules of the New Share Option Scheme . . . . . . . . . . . . . . . .	8
Notice of Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

– iv –

LETTER FROM THE CHAIRMAN

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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 Church Street Hamilton HM 11 Bermuda

Principal Place of Business in Hong Kong: Room 2804-5 Shui On Centre 6-8 Harbour Road Wanchai Hong Kong

8th April 2002

To the Shareholders

Dear Sir or Madam,

PROPOSAL FOR SUB-DIVISION OF SHARES, CHANGE IN BOARD LOT SIZE, ADOPTION OF NEW SHARE OPTION SCHEME AND GENERAL MANDATE TO ISSUE SHARES

INTRODUCTION

Further to the announcement of 21st March 2002, the Directors are pleased to provide you with further information in relation to the proposed Sub-division and adoption of the New Share Option Scheme and their recommendation in this letter.

The SGM will be convened to consider and, if thought fit, pass ordinary resolutions to approve the Sub-division and the adoption of the New Share Option Scheme. It is also intended that a resolution to grant to the Directors the General Mandate will be proposed at the SGM. The Company will publish an announcement on the outcome of the SGM on the business day following such meeting.

– 1 –

LETTER FROM THE CHAIRMAN

THE SUB-DIVISION

The Directors propose that each of the existing issued and unissued Shares of HK$0.05 each shall be sub-divided into five Sub-divided Shares. The Sub-division will become effective upon the fulfilment of the conditions set out below. As at the Latest Practicable Date, the authorised share capital of the Company was HK$150,000,000 divided into 3,000,000,000 Shares, of which 449,927,194 Shares were in issue. Immediately upon the completion of the Sub-division, 2,249,635,970 Sub-divided Shares will be in issue. The authorised share capital of the Company will be HK$150,000,000 divided into 15,000,000,000 Sub-divided Shares after the Sub-division.

Conditions

The Sub-division is subject to fulfilment of the following conditions:

• (a) the passing of an ordinary resolution by the Shareholders at the SGM to approve the Sub-division; and

• (b) the Listing Committee of the Stock Exchange granting or agreeing to grant listing of and permission to deal in the Sub-divided Shares.

It is expected that the Sub-division will become effective on 25th April 2002, the next business day following the SGM.

Reasons for the Sub-division

The Directors consider that with a lower price per share following the Sub-division, the Sub-division will enhance the market circulation of the Shares.

Effects of the Sub-division

The implementation of the Sub-division will not, of itself, alter the underlying assets, business operations, management or financial position of the Company. The Directors believe that the Subdivision will not have a material adverse effect on the financial and trading position of the Company and its subsidiaries.

CHANGE IN BOARD LOT SIZE

Further to the announcement of the Company dated 21st March 2002, the Directors propose, after due consideration to the interest of investors of the Company, to change the board lot size from 2,000 Shares to 10,000 Sub-divided Shares upon the Sub-division becoming effective.

ARRANGEMENTS FOR TRADING AND EXCHANGE OF SHARE CERTIFICATES

Trading

Currently, existing Shares are traded in board lots of 2,000 Shares and, after the Subdivision, the Sub-divided Shares will to be traded in board lots of 10,000 Sub-divided Shares.

– 2 –

LETTER FROM THE CHAIRMAN

After the Sub-division has become effective, from 25th April 2002 (or such later date as may be notified to Shareholders) and until the expiry of the parallel trading period mentioned below (which is expected to be 3rd June 2002) and for the purposes of trading in the existing Shares, each existing Share will deem to be five Sub-divided Shares. Accordingly, every existing certificate for a number of Shares of HK$0.05 each will be deemed to be a certificate for five times that number of Sub-divided Shares of HK$0.01 each. For example, a share certificate of an existing board lot of 2,000 Shares of HK$0.05 each will deem to be a certificate for 10,000 Subdivided Shares of HK$0.01 each. The Sub-divided Shares will be traded in board lots of 10,000 Sub-divided Shares (in the form of existing certificates for Shares) from 25th April 2002 to 3rd June 2002 or in board lots of 10,000 Sub-divided Shares (in the form of new certificates for Subdivided Shares) from 10th May 2002 onwards. So far as is possible, certificates for Sub-divided Shares will be issued in board lots of 10,000.

Application has been made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Sub-divided Shares and any new Sub-divided Shares which may fall to be issued pursuant to the exercise of the subscription rights attaching to the options granted under the Existing Share Option Scheme, subject to this being granted and the passing of an ordinary resolution at the SGM, it is proposed that:

1. From 10:00 a.m. on 25th April 2002 (the first day of dealing following the date on which the ordinary resolution numbered 1 set out in the notice of the SGM on page 14 of this circular is expected to be passed), the original counter for trading in Shares of HK$0.05 each in board lots of 2,000 Shares will be removed and a temporary counter will be established for trading in the Sub-divided Shares in board lots of 10,000. Existing certificates for HK$0.05 nominal value shares can be traded only at this counter.

2. With effect from 10:00 a.m. on 10th May 2002, the original counter will be re-opened for trading in the Sub-divided Shares in board lots of 10,000 Sub-divided Shares (in the form of new share certificates). Only new share certificates denominated in HK$0.01 nominal value can be traded at this counter.

3. From 10th May 2002 to 3rd June 2002 inclusive, parallel trading will be permitted at the above two counters.

4. The temporary counter for trading in board lots of 10,000 Sub-divided Shares (denominated in HK$0.05 nominal value) (in the form of existing Share certificates) will be removed after the close of trading hours on 3rd June 2002. Thereafter, trading will be in board lots of 10,000 Sub-divided Shares only (in the form of new certificates for Sub-divided Shares) and certificates for Shares of HK$0.05 nominal value will cease to be marketable and will not be acceptable for dealing purposes. However, such certificates will continue to be good evidence of legal title to the Sub-divided Shares on the basis of 1 Share for 5 Sub-divided Shares and may be lodged with the Registrars in exchange for Sub-divided Shares at any time from 4th June 2002. Shareholders are encouraged to tender their existing certificates for the Shares in exchange for new certificates for Sub-divided Shares so that their shareholding may be accurately represented by the new certificates.

The Sub-divided Shares are not listed or dealt in, and no listing of or permission to deal in the Sub-divided Shares is being, or is proposed to be, sought on any stock exchange other than the Stock Exchange. Dealings in the Sub-divided Shares will be subject to Hong Kong stamp duty.

– 3 –

LETTER FROM THE CHAIRMAN

Free exchange of share certificates

Subject to the passing of the relevant resolution at the SGM and the Listing Committee of the Stock Exchange granting or agreeing to grant the listing of, and permission to deal in, the Subdivided Shares, Shareholders are requested to lodge the relevant share certificates with the Registrars at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong, as soon as possible after 24th April 2002.

If the relevant share certificates are lodged with the Registrars on or before 4:00 p.m. on 6th June 2002, new share certificates for the Sub-divided Shares will be issued to Shareholders free of charge. Unless otherwise instructed, new share certificates will be issued in board lots of 10,000 Sub-divided Shares.

Shareholders should note that after 3rd June 2002, it will not be possible to deal in the existing Shares on the basis of certificates denominated in HK$0.05 nominal value and that unless the relevant existing share certificates are received by 4:00 p.m. on 6th June 2002, a charge of HK$2.50 times the higher of the number of new share certificates issued for the Sub-divided Shares or the number of Share certificates cancelled for existing Shares will be made.

It is expected that new share certificates will be available for collection normally within a period of 10 business days after the date of submission of certificates for existing Shares to the Registrars for exchange. If Shareholders are able to lodge their certificates of existing Shares with the Registrars during normal business hours on 25th April 2002, new share certificates will be available for collection during normal business hours on or before 10th May 2002. New share certificates for Sub-divided Shares will be issued in the colour of yellow to distinguish from the existing share certificates of pink in colour for existing Shares. Shareholders will be able to collect their new share certificates earlier than the time set out above upon payment of an additional fee to the Registrars.

EXISTING SHARE OPTION SCHEME

Under the Existing Share Option Scheme, as at the Latest Practicable Date, options to subscribe for a total of 37,450,000 Shares (representing approximately 0.08 per cent. of the Shares in issue as at the Latest Practicable Date) were granted for which:

• (a) no Shares were issued pursuant to the exercise of options;

• (b) options to subscribe for a total of 9,000,000 Shares (representing approximately 0.02 per cent. of the Shares in issue as at the Latest Practicable Date) were outstanding and exercisable and, if not exercised, will lapse on 8th April 2002 due to expiration of the exercise period;

• (c) no options were lapsed; and

• (d) options to subscribe for a total of 28,450,000 Shares had been cancelled.

The Existing Share Option Scheme is due to expire on 8th April, 2011. The Company will not grant further options under the Existing Share Option Scheme and, upon the adoption of the New Share Option Scheme by the Company, the Existing Share Option Scheme will be terminated.

Save for the Existing Share Option Scheme, as at the Latest Practicable Date, there was not in existence any other share option scheme of the Company involving the issue of new Shares.

– 4 –

LETTER FROM THE CHAIRMAN

NEW SHARE OPTION SCHEME

Number of shares which may be issued under the New Share Option Scheme

As at the Latest Practicable Date, there were in issue an aggregate of 449,927,194 Shares. Assuming no further Shares are issued prior to the date of adoption of the New Share Option Scheme, options to subscribe for a total of 44,992,719 Shares may be granted under the New Share Option Scheme, representing 10% of the total issued ordinary share capital of the Company. If the Sub-division is approved by the Shareholders at the SGM, options to subscribe for a total of 224,963,597 Sub-divided Shares may be granted under the New Share Option Scheme, representing 10% of the total number of issued ordinary shares in the capital of the Company as increased by the Sub-division.

Pursuant to Note (2) to Rule 17.03(3) of the Listing Rules, the limit on the number of shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the New Share Option Scheme and any other schemes must not exceed 30% of the number of shares of the Company in issue from time to time. No options may be granted under any schemes of the Company if this will result in this 30% limit being exceeded.

Restriction on the time of grant of options

Pursuant to Rule 17.05 of the Listing Rules, a grant of options may not be made after a price sensitive event has occurred or a price sensitive matter has been the subject of a decision until such price sensitive information has been published in the newspapers. In particular, during the period commencing one month immediately preceding the earlier of:

• (1) the date of the board meeting (as such date is first notified to the Stock Exchange in accordance with paragraph 12 of the Listing Agreement) for the approval of the Company’s interim or annual results; and

• (2) the deadline for the Company to publish its interim or annual results announcement under the Listing Agreement

and ending on the date of the results announcement, no option may be granted.

Principal terms of the New Share Option Scheme

A summary of the rules of the New Share Option Scheme is set out in the Appendix to this circular.

Reasons for the New Share Option Scheme

The Directors consider that it is in the best interests of the Company to provide incentive or reward to Eligible Persons for their contribution to, and continuing efforts to promote the interests of, the Company. By adopting the New Share Option Scheme, which will comply with the new provisions of Chapter 17 of the Listing Rules governing share option schemes, Eligible Persons will be able to participate in the growth of the Company and contribute further to the success of the Company.

– 5 –

LETTER FROM THE CHAIRMAN

Conditions of the New Share Option Scheme

The New Share Option Scheme is conditional on:

• (a) the passing of the necessary resolution to adopt the New Share Option Scheme by the shareholders of the Company in a special general meeting; and

• (b) the Listing Committee of the Stock Exchange granting approval of the listing of and permission to deal in the Shares which may fall to be issued pursuant to the exercise of any such options.

Value of the options

The Directors consider it inappropriate to value all the options that can be granted under the New Share Option Scheme on the assumption that they were granted on the Latest Practicable Date as a number of factors crucial for the valuation cannot be determined. Such factors include the exercise period, fluctuation in future share price, and the conditions, if any, that an option is subject to. Accordingly, any valuation of the options based on a large number of speculative assumptions would not be meaningful but would be misleading to the shareholders of the Company.

LISTING AND DEALINGS

The Sub-divided Shares will continue to be listed on the Stock Exchange after implementation of the Sub-division. Application has been made to the Listing Committee of the Stock Exchange for the listing of and permission to deal in the Sub-divided Shares following the Sub-division, any new Sub-divided Shares which may fall to be issued pursuant to the exercise of subscription rights attaching to the options granted under the Existing Share Option Scheme and the New Shares.

Subject to the granting by the Stock Exchange of the listing of, and permission to deal in, the Sub-divided Shares on the Stock Exchange, the Sub-divided Shares will be accepted as eligible securities by Hongkong Clearing for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Sub-divided Shares or such other dates as determined by Hongkong Clearing. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

GENERAL MANDATE TO ISSUE SHARES

The Directors have also taken the opportunity afforded by the necessity to convene a meeting of the Shareholders to propose a resolution to renew the Directors’ general mandate to exercise the powers of the Company to allot and issue Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company in issue immediately upon the Sub-division becoming unconditional and effective.

The Directors believe that it is in the interests of the Company and the Shareholders as a whole if the General Mandate were to be granted at the SGM. The need for an issue of shares under the General Mandate could, for example, arise in the context of a transaction, such as an acquisition by the Company where shares are to be issued as consideration, which has to be completed speedily. The Directors have no present intention to issue Shares upon approval of the General Mandate.

– 6 –

LETTER FROM THE CHAIRMAN

SPECIAL GENERAL MEETING

You will find set out on pages 14 to 16 of this circular a notice convening the SGM for the purpose of considering and, if thought fit, passing ordinary resolutions to approve the Sub-division, the adoption of the New Share Option Scheme and to approve the granting of the General Mandate.

A proxy form for the SGM is enclosed for your use. If you are unable to attend the meeting, you are requested to complete and return the proxy form to the Registrars not less than 48 hours before the time appointed for holding the SGM or any adjustment thereof. Return of the proxy form will not preclude you from attending and voting at the meeting if you so wish.

RECOMMENDATION

After taking into account the reasons for the Sub-division, the New Share Option Scheme and the General Mandate as set out above in this circular, the Directors are of the opinion that the Sub-division, the adoption of the New Share Option Scheme and the granting of the General Mandate are in the interests of the Company and its Shareholders and recommend shareholders of the Company to vote in favour of the resolutions to be proposed at the SGM.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable inquiries, 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

A copy of the New Share Option Scheme will be available for inspection at the principal place of business of the Company at Room 2804-5, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong during normal business hours from the date of this circular until 24th April 2002 and at the Special General Meeting.

Yours faithfully, Dong Bo, Frederic Chairman

– 7 –

SUMMARY OF THE RULES OF THE NEW SHARE OPTION SCHEME

APPENDIX

The following is a summary of the rules of the New Share Option Scheme proposed to be adopted at the SGM to be held on 24th April 2002:

PURPOSE OF THE SCHEME

The purpose of the New Share Option Scheme is to provide incentive or reward to Eligible Persons for their contribution to, and continuing efforts to promote the interests of, the Company.

WHO MAY JOIN

The Board may in its absolute discretion grant options to any Eligible Person.

PRICE OF SHARES

Options may be granted at an initial payment of HK$1.00 for each acceptance of offer of grant of option(s) and can be exercised at an exercise price determined by the Board (subject to adjustments as provided in the rules of the New Share Option Scheme) which shall be at least the higher of (i) the nominal value of the Shares; (ii) the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet on the date of the offer, which must be a business day; and (iii) the average closing price of the Shares as stated in the Stock Exchange’s daily quotations sheets for the five business days immediately preceding the date of the offer.

MAXIMUM NUMBER OF SHARES

The maximum number of Shares in respect of which options may be granted under the New Share Option Scheme and any other share option scheme(s) of the Company shall not exceed 10 per cent. of the number of issued Shares as at the date of shareholders’ approval of the New Share Option Scheme (the “ Scheme Mandate Limit ”). The Company may refresh the Scheme Mandate Limit by ordinary resolution of the shareholders of the Company in general meeting, provided that:

• (a) the Scheme Mandate Limit so refreshed shall not exceed 10 per cent. of the number of issued Shares as at the date of shareholders’ approval of the refreshing;

• (b) options previously granted under any existing schemes (including options outstanding, cancelled, or lapsed in accordance with the relevant scheme rules or exercised options) shall not be counted for the purpose of calculating the limit as refreshed; and

• (c) a circular regarding the proposed refreshing has been despatched to the shareholders of the Company in a manner complying with, and containing the matters specified in the relevant provisions of Chapter 17 of the Listing Rules.

The maximum number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the New Share Option Scheme and any other share option scheme(s) of the Company must not in aggregate exceed 30 per cent. of the total number of Shares in issue from time to time.

– 8 –

SUMMARY OF THE RULES OF THE NEW SHARE OPTION SCHEME

APPENDIX

As at the Latest Practicable Date, there were in issue an aggregate of 449,927,194 Shares. Assuming no further Shares are issued prior to the date of adoption of the New Share Option Scheme, options to subscribe for a total of 44,992,719 Shares may be granted under the New Share Option Scheme pursuant to the Scheme Mandate Limit. If the Sub-division is approved by Shareholders at the SGM, options to subscribe for a total of 224,963,597 Sub-divided Shares may be granted pursuant to the Scheme Mandate Limit.

The maximum number of Shares (issued and to be issued) in respect of which options may be granted under the New Share Option Scheme and any other share option scheme(s) of the Company (whether exercised, cancelled or outstanding) to any Eligible Person in any 12-month period shall not exceed 1 per cent. of the total number of Shares in issue unless such grant has been duly approved by ordinary resolution of the shareholders of the Company in general meeting at which the relevant Eligible Person and his associates abstained from voting and the Company has issued a circular in accordance with the relevant provisions of Chapter 17 of the Listing Rules.

In calculating the aforesaid limit of 1 per cent., options that have lapsed shall not be counted.

GRANT OF OPTIONS TO CONNECTED PERSONS

Any grant of options to a director, chief executive or substantial shareholder of the Company or any of their respective associates must be approved by the independent non-executive Directors (excluding any independent non-executive Director who is a prospective grantee of the option).

Where options are proposed to be granted to a substantial shareholder or an independent non-executive Director or any of their respective associates, and the proposed grant of options would result in the Shares issued and to be issued upon exercise of all options already granted (including options exercised, cancelled and outstanding) to such person in the 12-month period up to and including the date of the grant of such options to represent in aggregate over 0.1 per cent. of the total number of issued Shares for the time being and have an aggregate value (based on the closing price of a Share at each date of the grant of these options) exceeding HK$5,000,000, the proposed grant shall be subject to the issue of a circular and the approval of the shareholders of the Company in general meeting (taken on a poll) in accordance with the requirements of the Listing Rules at which all Connected Persons abstained from voting (but a Connected Person may vote against the resolution at the general meeting provided that his intention to do so has been stated in the circular).

In calculating the aforesaid limit of 0.1 per cent., options that have lapsed shall not be counted.

TIME FOR EXERCISE OF OPTIONS

The grantee of an option may subscribe for Shares during such period as may be determined by the Board (which shall not be more than ten years commencing on the date on which the option is granted and accepted in accordance with the New Share Option Scheme). There is no minimum period for which an option must be held before it can be exercised.

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SUMMARY OF THE RULES OF THE NEW SHARE OPTION SCHEME

APPENDIX

PERFORMANCE TARGETS

The New Share Option Scheme provides that there are no performance targets that need to be met before a grantee is entitled to exercise an option duly granted.

RIGHTS ARE PERSONAL TO GRANTEE

An option shall be personal to the grantee of the option and shall not be assignable nor transferable.

RIGHTS ON CEASING EMPLOYMENT

Subject to the provision in the paragraph below headed “RIGHTS ON DEATH” and the subparagraph (iv) under the paragraph below headed “LAPSE OF OPTIONS”, if a holder of an option ceases to be an Eligible Person, the holder may only exercise the option within a period of one month thereafter.

RIGHTS ON DEATH

If a holder of an option dies, the personal representatives of the holder may only exercise the option within a period of twelve months thereafter.

RIGHTS ON DISMISSAL

If a grantee of an option ceases to be an Eligible Person by reason of summary dismissal, the right to exercise the option shall thereupon terminate immediately.

EFFECT OF ALTERATIONS TO CAPITAL

In the event of a capitalisation issue, rights issue, consolidation, subdivision or reduction of the share capital of the Company, the Company shall make corresponding alterations (if any) to:

• (I) the number of Shares subject to options already granted so far as it remains exercisable; and/or

• (II) the subscription price;

provided that

• (i) each grantee is given the same proportion of the equity capital of the Company as that to which he was previously entitled;

• (ii) no alterations shall be made which would result in the subscription price for a Share being less than its nominal value;

• (iii) no such alterations shall be made in respect of an issue of securities by the Company as consideration in a transaction;

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SUMMARY OF THE RULES OF THE NEW SHARE OPTION SCHEME

APPENDIX

• (iv) any such alterations, save as those made on a capitalisation issue, shall be confirmed by the auditors of the Company or the independent financial adviser in writing to the Directors as satisfying the requirements of the foregoing paragraphs (i) and (ii); and

• (v) any such alterations made pursuant to a subdivision or consolidation of share capital shall be made on the basis that the aggregate subscription price payable by a grantee on full exercise of any option shall remain as nearly as possible the same (but shall not be greater than) as it was before such event.

RIGHTS ON A GENERAL OFFER

If a general offer is made to all the shareholders of the Company, the grantee may by notice in writing within 21 days of such offer becoming or being declared unconditional exercise any option to its full extent, and to the extent that it has not been so exercised, the right to exercise the option shall upon the expiry of such period terminate immediately.

RIGHTS ON WINDING UP

If a notice is given of a general meeting at which a resolution will be proposed for the voluntary winding-up of the Company, each grantee shall be entitled to exercise all or any of his options at any time not later than two business days prior to the proposed general meeting of the Company. The right to exercise the options shall, to the extent that they have not been exercised, terminate immediately on the date of the commencement of the voluntary winding-up of the Company.

RIGHTS ON A SCHEME OF ARRANGEMENT

If a general offer by way of a scheme of arrangement is made to all the shareholders of the Company, the grantee may thereafter (but before such time as shall be notified by the Company) by notice in writing to the Company exercise the option in full or in part.

RANKING OF SHARES

Shares allotted on the exercise of options will rank pari passu with the other Shares in issue at the date of exercise of the relevant options except in respect of any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefor is before the relevant exercise date.

PERIOD OF THE SCHEME

The New Share Option Scheme shall be valid and effective for a period of 10 years commencing on its date of adoption.

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SUMMARY OF THE RULES OF THE NEW SHARE OPTION SCHEME

APPENDIX

VARIATION AND TERMINATION

The New Share Option Scheme may be altered in any respect by resolution of the Board except that certain provisions as to:

• (i) the definitions of grantee and Eligible Person;

• (ii) the provisions relating to the matters set out in Rule 17.03 of the Listing Rules including those relating to the purpose, duration and administration of the New Share Option Scheme, grant of options (except for the provisions that an offer shall be in writing and contain the terms of the offer and that an offer may be accepted in full or in part), subscription price, exercise of options, lapse of options, maximum number of Shares available for subscription, reorganisation of capital structure, alteration of the New Share Option Scheme and cancellation of options granted and termination;

shall not be altered to the advantage of grantees or prospective grantees except with the prior approval of the shareholders of the Company in general meeting (with participants and their respective associates abstaining from voting). No such alterations shall operate to affect adversely the terms of issue of any option granted or agreed to be granted prior to such alterations except with the consent or sanction in writing of such majority of the grantees as would be required of the shareholders of the Company under the bye-laws for the time being of the Company for a variation of the rights attached to the Shares.

Any alteration to the provisions of the New Share Option Scheme which are of a material nature (except where alterations take effect automatically under the provisions of the New Share Option Scheme) or any change to the terms of options granted must be approved by the shareholders of the Company in general meeting. Any change to the authority of the Board in relation to any alterations to the terms of the Scheme must be approved by the shareholders of the Company in general meeting.

The Company, by resolution in general meeting or the Board, may terminate the operations of the New Share Option Scheme at any time and options granted prior to such termination shall continue to be valid and exercisable in accordance with the New Share Option Scheme.

The amended terms of the New Share Option Scheme must comply with Chapter 17 of the Listing Rules in force from time to time.

LAPSE OF OPTION

The right to exercise an option (to the extent not already exercised) shall terminate immediately upon the earliest of:

• (i) the expiry of the option period as described in the above paragraph headed “TIME FOR EXERCISE OF OPTIONS”;

• (ii) the expiry of any of the periods referred to in the paragraphs above headed “RIGHTS ON CEASING EMPLOYMENT”, “RIGHTS ON DEATH” and “RIGHTS ON A GENERAL OFFER”;

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SUMMARY OF THE RULES OF THE NEW SHARE OPTION SCHEME

APPENDIX

• (iii) subject to the scheme of arrangement becoming effective, the expiry of the period referred to in the paragraph above headed “RIGHTS ON A SCHEME OF ARRANGEMENT”;

• (iv) the date on which the grantee ceases to be an Eligible Person by reason of summary dismissal for misconduct or other breach of the terms of his employment or other contract constituting him an Eligible Person, or appears either to be unable to pay or to have no reasonable prospect of being able to pay his debts or has become insolvent or has made any arrangements or composition with his or her creditors generally or on which has been convicted of any criminal offence involving his or her integrity or honesty;

• (v) subject to the provision in the paragraph above headed “RIGHTS ON WINDING UP”, the date of the commencement of the voluntary winding-up of the Company; or

• (vi) the date on which the grantee commits a breach of the provision of the New Share Option Scheme that an option shall be personal to the grantee and shall not be assignable nor transferable and that no grantee shall sell, transfer, charge, mortgage or encumber or create any interest in favour of a third party over or in relation to any option.

CANCELLATION OF UNEXERCISED OPTIONS

The Company may cancel an option granted under the New Share Option Scheme but not exercised with the approval of the holder of such option. No options may be granted to an Eligible Person in place of his cancelled options unless there are available unissued options (excluding the cancelled options) within the Scheme Mandate Limit approved by the shareholders of the Company as mentioned in the paragraph headed “MAXIMUM NUMBER OF SHARES” above.

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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 Rondo, Minuet and Romanze Rooms, 2nd Floor, Rosedale On The Park, 8 Shelter Street, Causeway Bay, Hong Kong, on Wednesday, 24th April 2002 at 9:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions.

1. “THAT, with effect from the business day in Hong Kong immediately following the passing of this resolution and subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting or agreeing to grant the listing of, and permission to deal in, the Sub-divided Shares (as defined in the circular to shareholders of the Company dated 8th April 2002 tabled before the Meeting and signed by the Chairman for identification), every share of HK$0.05 each in the issued and unissued share capital of the Company be and is hereby subdivided into five shares of HK$0.01 each.”

2. “THAT, the rules of the New Share Option Scheme of the Company (a copy of which has been submitted to the meeting and signed by the Chairman of the meeting for the purpose of identification) be and are hereby approved and adopted subject to the conditions set out therein, and that the directors of the Company be and are hereby authorised to implement the same and to grant options and to allot and issue shares of the Company pursuant thereto.”

3. “THAT

4. (A) subject to the passing of ordinary resolution (1) as set out in the notice of general meeting dated 8th April 2002 of which this resolution forms part and subject to paragraph 3(C) below, the exercise by the directors of the Company (“ Directors ”) during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company (the “ Shares ”) and to make an offer or agreement or grant an option which would or might requires Shares to be allotted, issued and dealt with be and is generally and unconditionally approved;

5. (B) the Directors be and are hereby authorised to make an offer or agreement or grant an option during the Relevant Period which would or might require Shares to be allotted, issued or dealt with either during or after the end of the Relevant Period pursuant to paragraph 3(A) above;

6. (C) the aggregate nominal value of the Shares allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approvals in paragraphs 3(A) and 3(B) above, otherwise than pursuant to a

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NOTICE OF SPECIAL GENERAL MEETING

Rights Issue or upon the exercise of any options granted under the share option scheme adopted by the Company or the exercise of warrants to subscribe for shares of the Company or on the exercise of the conversion rights attaching to the convertible loan notes of the Company or an issue of Shares in lieu of the whole or part of a dividend on Shares or any scrip dividend or similar arrangement in accordance with the Bye-laws of the Company, shall not exceed 20 percentage of the aggregate nominal amount of the issued share capital of the Company in issue as at the date of passing this resolution; and

• (D) for the purpose of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company following the passing of this resolution;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the Bye-laws of the Company to be held; and

• (iii) the passing of an ordinary resolution by shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;

“ Rights Issue ” means an offer of Shares open for a period fixed by the Directors to holders of Shares on the register of members on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to any fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange).”

By Order of the Board Dong Bo, Frederic Chairman

Hong Kong, 8th April 2002

Principal place of business in Hong Kong:

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

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NOTICE OF SPECIAL GENERAL MEETING

Notes:

1. A member entitled to attend and vote may appoint one or more than one proxy to attend the meeting and on a poll vote instead of him. A proxy may not be a member of the Company.

2. In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority, must be deposited at the Company’s branch share registrars, Secretaries Limited, at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

3. A proxy form for use at the meeting is enclosed.

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