WH Group Limited - Proxy Solicitation & Information Statement 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 advisor.

If you have sold or transferred all your shares in Premium Land Limited , you should at once hand this circular together with the accompanying form of proxy to the purchaser or other transferee 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)

DISCLOSEABLE AND CONNECTED TRANSACTION – PROPOSED ACQUISITION OF PROPERTY INTEREST AND GENERAL MANDATE TO ISSUE SHARE

Financial Adviser to the Company

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KINGSTON CORPORATE FINANCE LIMITED

Independent Financial Adviser to the Independent Board Committee

Emperor Capital Limited

A letter from the Board is set out on pages 4 to 10 of this circular.

A letter from the Independent Board Committee is set out on page 11 of this circular. A letter from Emperor Capital Limited containing its advice to the Independent Board Committee is set out on pages 12 to 16 of this circular.

A notice convening a special general meeting of Premium Land Limited to be held on 18th March, 2002 at 9:00 a.m. at Rondo, Minuet & Romanze Rooms, 2nd Floor, Rosedale On The Park, 8 Shelter Street, Causeway Bay, Hong Kong is set out on pages 32 of this circular. Whether or not you are able to attend the meeting in person, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar of Premium Land Limited, Secretaries Limited, at 5th Floor, Wing On House, 111 Connaught Road Central, Hong Kong as soon as practicable and in any event not later than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish.

1st March, 2002

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
– Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
– Discloseable and connected transaction –
Proposed acquisition of an property interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
– SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
– Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
– Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Letter from Emperor Capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Appendix I – Valuation Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Appendix II – General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	29
Notice of SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	32

DEFINITIONS

In this circular, except where the context otherwise requires, the following expressions shall have the following meanings:

“Acquisition”	The acquisition of 51% interests in SHWL by Super Target
	from the Vendors contemplated under the S&P Agreement
“Announcement”	Company’s announcement dated 8th January, 2002
“Board”	The board of directors of the Company
“Company”	Premium Land Limited, a company incorporated in Bermuda
	with limited liability and the shares of which are listed on
	the Stock Exchange
“Directors”	The directors of the Company including independent non-
	executive directors of the Company
“Emperor Capital” or	Emperor Capital Limited, an investment adviser registered
“Independent Financial	under the Securities Ordinance (Chapter 333 of the Laws
Adviser”	of Hong Kong) and an independent financial adviser to the
	Independent Board Committee
“General Mandate”	The general and unconditional mandate proposed to be
	granted to the Directors to exercise all the powers of the
	Company to allot, issue and otherwise deal with new Shares
“Group”	The Company and its subsidiaries
“Hong Kong”	The Hong Kong Special Administrative Region of the PRC
“HK$”	Hong Kong dollars
“Independent Board Committee”	An independent board committee of the board of Directors
	consisting of Mr. Kan Kwok Shu and Mr. Shum Ka Hei,
	the independent non-executive Directors of the Company,
	formed to advise the Independent Shareholders in respect
	of the terms of the Acquisition
“Independent Shareholders”	Shareholders excluding the Subscriber, Mr. Chen and their
	respective associates
“Joint Venture Agreements”	New agreements including but not limited to joint venture
	agreement and articles of association of SHWL to be entered
	into between Super Target and the PRC Party
“Latest Practicables Date”	28th February, 2002, being the latest practicable date prior
	to the printing of this circular for ascertaining information
	contained herein
“Listing Rules”	The Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited

– 1 –

DEFINITIONS

“Mr. Chen”	陳龍(Chen Long), a PRC citizen and also an independent
	third party not connected with the chief executive, directors
	or substantial shareholders of the Company or its
	subsidiaries or any of their respective associates as at the
	date of the Company’s announcement date 8th January, 2002
“PRC”	The People’s Republic of China, which for the purpose of
	this announcement excluding Hong Kong, Macau and
	Taiwan
“PRC Party”	上海華龍企業集團有限公司(Shanghai Hualong Enterprise
	(Group) Co. Ltd.), a company incorporated in the PRC with
	limited liability and holds 49% interests of SHWL. The
	entire interest of which is owned as to about 46% by Mr.
	Chen and as to the remaining by various PRC companies
	and individuals
“S&P Agreement”	The agreement dated 4th January, 2002 entered into by
	Super Target and the Vendors in which the Vendors
	conditionally agreed to sell and Super Target agreed to
	acquire 51% interests of SHWL as amended by the
	Supplemental Agreement
“SGM”	A special general meeting of the Company to be convened
	to consider and if thought fit, approve among others, the
	Acquisition contemplated under the S&P Agreement and
	the granting of general mandate
“Shares”	The share capital of the Company of HK$0.05 each
“Shareholders”	Holders of the Shares
“SHWL”	上海華龍建設股份有限公司(Shanghai Hualong
	Construction Stock Co., Ltd.), a company incorporated in
	the PRC with limited liability
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subscriber”	Great Huge Investments Corp., a company incorporated in
	the British Virgin Islands with limited liability and the issued
	shares of which are wholly and beneficially owned by Mr.
	Chen
“Subscription”	The subscription of 74,980,000 new Shares by the
	Subscriber pursuant to the Subscription Agreement
“Subscription Agreement”	The agreement dated 4th January, 2002 entered into between
	the Subscriber and the Company
“Subscription Price”	HK$0.60, being the price of each Subscription Share

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DEFINITIONS

“Subscription Shares”

“Super Target”

“Supplemental Agreement”

“Vendors”

Shares to be subscribed under the Subscription Agreement

Super Target Limited, a company incorporated in the British Virgin Islands with limited liability, a wholly owned subsidiary of the Company

an agreement dated 22nd February, 2002 supplemental to the S&P Agreement pursuant to which the parties to the S&P Agreement have agreed to amend the S&P Agreement to include (1) the long stop date for completion of the S&P Agreement be changed to 30th April, 2002 and (2) as a conditional precedent to the completion of the S&P Agreement, Shanghai, H&H Property Development Co. Ltd. has transferred to SHWL the land use rights appertaining to the land for Phase II of Orient Dragon Residence (東方龍苑二期 ), Yangdong Small District, Finance and Trade District, Lujiazui, Pudong New District, Shanghai, PRC

上海浦東龍宇房地產開發有限公司 (Shanghai Pudong Longyu Real Estate Development Co., Ltd.), 上海金鵬房地產開發有限公司 (Shanghai Jinpeng Real Estate Development Co., Ltd.), 上海華展建築裝潢有限公司 (Shanghai Huazhan Architectural Decoration Co., Ltd.), 上海秦龍岩土工程有限公司 (Shanghai Qinlong Rock Engineering Co., Ltd.), 上海安民物業有限公司 (Shanghai Anmin Real Estate Management Co., Ltd.), 上海華龍建設股份有限公司職工持股會 (Employee Stock Holding Committee for Shanghai Hualong Construction Stock Co., Ltd.), 丁連德 (Ding Liade), 錢思解 (Qian Sijie), 金維幸 (Jin Weixing), 王國利 (Wang Guo Li), and Mr. Chen

– 3 –

LETTER FROM THE BOARD

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PREMIUM LAND LIMITED

(Incorporated in Bermuda with limited liability)

Executive Directors Dong Bo, Frederic (Chairman) Lau Man Tak

Independent Non-Executive Directors Kan Kwok Shu Shum Ka Hei

Registered Office: Clarendon House Church Street Hamilton HM11 Bermuda

Principal Place of Business: Room 3206 Convention Plaza Office 1 Harbour Road Wanchai Hong Kong

1st March, 2002

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION – PROPOSED ACQUISITION OF PROPERTY INTEREST

INTRODUCTION

On 4th January, 2002, the Company entered into the Subscription Agreement under which the Subscriber will subscribe for a total of 74,980,000 new Shares at the Subscription Price of HK$0.60 per Share. On the same day, Super Target entered into the S&P Agreement with the Vendors in which the Vendors conditionally agreed to sell to Super Target and Super Target conditionally agreed to acquire from the Vendors 51% interests in SHWL for a consideration of HK$43.85 million. Upon completion of the Acquisition, the Company will indirectly hold 51% interests equity of SHWL. Completion of the S&P Agreement is conditional and is subject to conditions set out under “Conditions of the Acquisition’’ below.

The Subscription Shares represent about 20% of the Company’s existing issued share capital and about 16.67% of the Company’s issued share capital as enlarged by the Subscription.

The Subscription is subjected to the granting of the approval for the listing of and permission to deal in the Subscription Shares by the Listing Committee of the Stock Exchange. The Directors have confirmed that the Subscription was completed on 8th February, 2002.

The terms of the S&P Agreement have been negotiated on an arm’s length basis. The Directors consider that the terms of the S&P Agreement are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned and it is in the interests of the Company.

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LETTER FROM THE BOARD

Mr. Chen, being one of the Vendors, will beneficially own about 16.67% of the Company’s issued share capital after the completion of the Subscription and become a substantial shareholder of the Company. Mr. Chen is therefore a connected person of the Company under the Listing Rules. The proposed Acquisition pursuant to the S&P Agreement constitutes a connected and discloseable transaction for the Company under the Listing Rules and requires approval of the Independent Shareholders at the SGM. The Subscriber, Mr. Chen and their respective associates will abstain voting for the resolution approving the Acquisition at the SGM.

The Independent Board Committee, consisting of Mr. Kan Kwok Shu and Mr. Shum Ka Hei, the independent non-executive Directors, has been formed to advise the Independent Shareholders on the terms of the Acquisition. Emperor Capital has been appointed to advise the Independent Board Committee in this regard.

The purpose of this circular is to provide you with further information relating to the Acquisition to set out recommendations of the Independent Board Committee and the advice of Emperor Capital to the Independent Board Committee on the Acquisition and to give you notice of the SGM to be convened for the purpose of considering and, if thought fit, approving the Acquisition and the granting of General Mandate.

DISCLOSEABLE AND CONNECTED TRANSACTION – PROPOSED ACQUISITION OF PROPERTY INTEREST

Date of the S&P Agreement:

4th January, 2002

Date of the Supplemental Agreement:

22nd February, 2002

Parties involved:

(1) Purchaser: Super Target (2) Vendors: The Vendors

Transaction:

Pursuant to the S&P Agreement, the Vendors conditionally agreed to sell to Super Target and Super Target conditionally agreed to acquire from the Vendors 51% interests in SHWL, representing the Vendors’ entire shareholding in SHWL, for a consideration of HK$43.85 million. After the Acquisition, the Company will indirectly hold about 51% equity interests of SHWL. The Vendors, except Mr. Chen, are independent of and not connected with the chief executive, directors or substantial shareholders of the Company or its subsidiaries or any of their respective associates.

Consideration:

The consideration of HK$43.85 million, which is payable in cash upon completion of the Acquisition, was determined after arm’s length negotiation by reference to the fair market value of the property interests of SHWL as at 30th November, 2001, as stated in a preliminary valuation report dated 4th January, 2002 prepared by B.I. Appraisals, an independent valuer, to be about HK$93 million. The consideration represents a discount of about 7.5% to the fair market value of 51% interest of SHWL as abovementioned. B.I. Appraisals subsequently issued a final valuation

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LETTER FROM THE BOARD

report dated 1st March, 2002 on the fair market value of SHWL’s property interests as at 30th November, 2001 (please see appendix I (“Appendix I”) to this circular). The value of SHWL’s property interest appraised by B.I. Appraisals as stated in Appendix I is HK$71,090,000. Based on this value, the consideration represents a premium of about 20.9% to the fair market value of 51% interests of the property held by SHWL. If SHWL can obtain the land use rights of Phase II of Oriental Dargon Residence, Yangdong Small District, Finance and Trade District, Lujiazui, Podong New District, Shanghai, PRC and upon the completion of the S&P Agreement and the Supplement Agreement, the value of SHWL’s property interests would be HK$112.75 million. Based on this value, the consideration represents a discount of about 23.7% to the fair market value of 51% interests of property held by SHWL.

Source of funding of the Company:

The Acquisition will be financed by the net proceeds of about HK$44 million from the Subscription.

Conditions of the Acquisition:

Completion of the S&P Agreement is conditional upon, among others,

the grant of unanimous approvals by the board of directors of 上海浦東龍宇房地產開發有限公司 (Shanghai Pudong Longyu Real Estate Development Co., Ltd.), 上海金鵬房地產開發有限公司 (Shanghai Jinpeng Real Estate Development Co., Ltd.), 上海華展建築裝潢有限公司 (Shanghai Huazhan Architectural Decoration Co., Ltd.), 上海秦龍岩土工程有限公司 (Shanghai Qinlong Rock Engineering Co., Ltd.), 上海安民物業有限公司 (Shanghai Anmin Real Estate Management Co., Ltd.), 上海華龍建設股份有限公司職工持股會 (Employee Stock Holding Committee for Shanghai Hualong Construction Stock Co., Ltd.) (an organisation established by employees of SHWL for the sole purpose of holding their interests in SHWL) respectively and approvals by relevant government authorities in the PRC on the S&P Agreement (if necessary);
the Independent Shareholders approving the S&P Agreement and the Acquisition in the SGM;
the Joint Venture Agreements duly signed by the PRC Party and Super Target and Shanghai H&H Property Development Co. Ltd. has validy transferred to SHWL the land use rights appertaining to the land for Phase II of Orient Dragon Residence, Yangdong Small District, Finance and Trade District, Lujiazui, Pudong New District, Shanghai, PRC;
Super Target has conducted due diligence (including but not limited to relevant laws, finance and businesses) on SHWL and its group (including its subsidiaries and associated companies) pursuant to the terms of the S&P Agreement and has accepted to its satisfaction on the results of such due diligence in all respect;
the grant of approvals and consents by relevant government authorities in the PRC with regard to the S&P Agreement, the Acquisition and the Joint Venture Agreements, including but not limited to the issue to the SHWL new approval certificate and business licence all of which are not subject to conditions or restrictions not acceptable to Super Target;

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LETTER FROM THE BOARD

the grant of approvals and consents by relevant government authorities in the PRC and other jurisdictions with regard to all the transactions contemplated in the S&P Agreement and the completion of such transactions and related matters;
Super Target has been provided with a legal opinion (to the satisfaction of Super Target) issued by licenced PRC legal advisers on PRC securities laws, confirming:
i. the legality and effect of the S&P Agreement and the Joint Venture Agreements upon signing;
ii. all process for the reorganisation of SHWL into a sino-foreign joint venture enterprise has been completed and relevant approvals and consents in respect of such reorganisation has been granted;
iii. no change in the authorised scope of businesses to be carried on by the SHWL before and after the reorganisation of the SHWL into a sino-foreign joint venture enterprise;
iv. the appointment of authorised representative and directors on the board of directors of SHWL nominated by Super Target have taken effect (the total number of directors to be appointed by Super Target has not been determined but, in any event, will dominate the board of directors of SHWL);
v. the legality of the businesses in respect of the real estate property and other transactions carried on by the SHWL;
vi. all other matters reasonably requested by Super Target.

Completion of the Acquisition:

Completion of the Acquisition is expected to take place within seven business days (or such other date as agreed by the parties involved) after the above conditions are fulfilled which is expected on or before 30th April, 2002.

Further information about SHWL and the Company:

SHWL is principally engaged in property investment in Shanghai, the PRC. Besides, SHWL is engaged in the business relating to building constructions and building materials and the provision of building advisory services in Shanghai, the PRC. As at the Latest Practicable Date, SHWL had (a) one developed residential property with unsold units held for sale (please refer to “Property 1” Appendix I to this circular); (b) one residential property under construction (please refer to “Property 2” in Appendix I); and (c) a parcel of land for future development (please refer to “Property 3” in Appendix I), SHWL is in the process of obtaining the legal title of this property which is currently not vested in SHWL.

Apart from the aforesaid property projects, SHWL entered into a joint development agreement dated 1st September, 200 1 (the “JD Agreement”) with Shanghai H&H Property Development Co., Ltd. (“Shanghai H&H”) for the development of a parcel of land with a site area of about 17,590 square feet (please refer to “Property 4” in Appendix I). The land use rights of Property 4 is legally owned by Shanghai H&H, a joint venture company formed by the PRC Party and an independent third party. Pursuant to the JD Agreement, Shanghai H&H is responsible for providing the land use rights of Property 4 and 10% share of the actual total investment capital while SHWL

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LETTER FROM THE BOARD

is responsible for the remaining 90% share of the total investment. SHWL will be entitled to share 90% profit of this development project while the remaining 10% will be shared by Shanghai H&H. The property interests of Property 4 in the SHWL in the opinion of B. I. Appraisals as stated in paragraph (6) on page 28 of this circular would be HK$41.66 million upon the completion of the S&P Agreement and the Supplemental Agreement.

Pursuant to the Supplemental Agreement, as a condition precedent to the completion of the S&P Agreement, the land use rights of Property 4 will be validly transferred from Shanghai H&H to SHWL with all relevant PRC regulatory approvals obtained in view of SHWL’s capital investment on this project. As such, SHWL will be the legal owner of Property 4 upon completion of the S&P Agreement. In the event the legal title of Property 4 is not transferred to SHWL, the Acquisition will not proceed, the Company will make appropriate announcement accordingly.

For the year ended 31st December, 2000, the audited net profit after tax and net asset value of SHWL amounted to about RMB8.14 million (equivalent to about HK$7.68 million) and RMB58.60 million (equivalent to about HK$55.28 million) respectively. Based on SHWL’s management account as stated in the Announcement, unaudited net profit after tax of SHWL for the 11 months ended 30th November, 2001 amounted to about RMB15.64 million (equivalent to about HK$14.75 million) and unaudited net asset value of SHWL as at 30th November, 2001 amounted to about RMB72.96 million (equivalent to about HK$68.83 million). The net book value of SHWL’s property interest as mentioned in Appendix I as at 30th November, 2001 amounted to about RMB94.91 million (equivalent to about HK$89.54 million). As mentioned in Appendix I, the market value of SHWL’s property interests amounts to HK$112,750,000 (assuming completion of the Supplemental Agreement is to take place). Taking into account the premium of about RMB24.6 million (equivalent to about HK$23.21 million) of SHWL’s properties as stated in Appendix I over the abovementioned net book value of the same properties, the pro forma unaudited net asset value of SHWL as at 30th November, 2001 amounts to about RMB97.56 million (equivalent to about HK$92.04 million).

Under the S&P Agreement, a reorganisation for SHWL shall take place in which SHWL shall be changed from a PRC company limited by shares into a sino-foreign joint venture enterprise. Upon completion of the Acquisition and this reorganisation, SHWL shall be owned as to 51% by Super Target and the remaining 49% by the PRC Party.

The Group is principally engaged in the business of property development, property rental, and securities trading and investment business in Hong Kong.

To facilitate the proposed acquisition of 51% of SHWL by Super Target, Mr. Chen has agreed to procure the PRC Party to enter into the Joint Venture Agreements in a form to the satisfaction of Super Target in respect of SHWL be converted into a sino-foreign equity joint venture. The entering into of the Joint Venture Agreements is one of the conditions for the conversion of SHWL from a PRC company limited by shares into a sino-foreign equity joint venture company.

REASONS FOR THE ACQUISITION

The Directors confirm that the Group currently does not undertake any property related projects in the PRC but intends to extend its property business into the PRC property market. Accordingly, the Directors consider that the Acquisition provides the Group with a channel to develop its property related business in the PRC. Further, the Directors believe that the introduction of Mr. Chen as a substantial shareholder will be beneficial to the business development of the Group as a result of Mr. Chen’s business connection and experience in the PRC property market.

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LETTER FROM THE BOARD

GENERAL

The Directors consider that the Acquisition are in the interests of the Company and its Shareholders as a whole.

Mr. Chen, being the beneficial owner of the Subscriber and one of the Vendors, will become a substantial Shareholder, who beneficially owns about 16.67% of the Company’s entire issued share capital after the completion of the Subscription and, therefore, is a connected person of the Company under the Listing Rules. The proposed Acquisition constitutes a connected and discloseable transaction for the Company under the Listing Rules and requires approval of the Independent Shareholders at the SGM.

An Independent Board Committee will be appointed to advise the Independent Shareholders on the terms and conditions of the Acquisition. In this regard, an Independent Financial Adviser will be appointed to advise the Independent Board Committee accordingly.

GENERAL MANDATE

The Directors have also taken the opportunity afforded by the necessity of convening a meeting of Shareholders to propose resolution to renew the Directors’ General Mandate to issue Shares not exceeding 20 percentage of the enlarged issued share capital of the Company. The Directors believe that it is in the interests of the Company and the Shareholders as a whole if the General Mandate was to be granted at the Special General Meeting. The Directors have no present intention to issue Shares upon approval of the General Mandate.

SGM

Set out on pages 32 to 33 of this circular is a notice convening the SGM to be held on 18th March, 2002 at 9:00 a.m. on Rondo, Minuet & Romanze Rooms, 2nd Floor, Rosedale On The Park, 8 Shelter Street, Causeway Bay, Hong Kong at which resolutions will be proposed to consider and, if thought fit, to approve the Acquisition and the granting of General Mandate.

Mr. Chen and his associates shall abstain from voting in respect of the resolution to approve the Acquisition at the SGM.

A form of proxy for use at the SGM is enclosed, whether or not you are able to attend the SGM, Shareholders are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the share registrar of the Company, Secretaries Limited, at 5th Floor, Wing On House, 111 Connaught Road Central, Hong Kong as soon as practicable and in any event not later than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting at the SGM.

RECOMMENDATION

A copy of the letter of advice from Emperor Capital to the Independent Board Committee is set out on pages 12 to 16 of this circular.

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LETTER FROM THE BOARD

Having taken into account the advice of Emperor Capital, the Independent Board Committee considers that terms and conditions of the Acquisition are fair and reasonable and are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Independent Board Committee recommends the Independent Shareholders to vote for ordinary resolution number (1) regarding the Acquisition to be proposed at the SGM. A copy of the letter from the Independent Board Committee is set out on page 11 of this circular.

ADDITIONAL INFORMATION

Your attention is also drawn to the general information set out in appendix II to this circular.

Yours faithfully, For and on behalf of the Board of Premium Land Limited Dong Bo, Frederic Chairman

– 10 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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PREMIUM LAND LIMITED

(Incorporated in Bermuda with limited liability)

1st March, 2002

To the Independent Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION – PROPOSED ACQUISITION OF PROPERTY INTEREST

We refer to the circular dated 1st March, 2002 issued by the Company (“the Circular”), of which this letter forms part. Terms defined in the Circular shall have the same meanings when used herein unless the context requires otherwise.

Emperor Capital has been appointed to advise the Independent Board Committee on the fairness and the reasonableness of the terms and conditions of the Acquisition. Details of its advice, together with the principal factors taken into consideration in arriving at such advice, are set out on pages 12 to 16 of this Circular.

Having taken into account the advice of Emperor Capital, we consider that the terms and conditions of the Acquisition are fair and reasonable so far as the Independent Shareholders are concerned and that the Acquisition are in the best interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote for the ordinary resolution regarding the Acquisition to be proposed at the SGM.

Yours faithfully,

Premium Land Limited Independent Board Committee Kan Kwok Shu Shum Ka Hei Independent non-executive Directors

– 11 –

LETTER FROM EMPEROR CAPITAL

The following is the text of the letter from Emperor Capital prepared for the purpose of incorporation in this circular, in connection with its advice to the Independent Board Committee in relation to the Acquisition.

Emperor Capital Limited

28th Floor Emperor Group Centre 288 Hennessy Road, Wanchai, Hong Kong

1st March, 2002

To The Independent Board Committee Room 3206, Convention Plaza Office, 1 Harbour Road, Wanchai. Hong Kong.

Dear Sirs,

PROPOSED ACQUISITION OF PROPERTY INTEREST

We refer to our engagement to advise the Independent Board Committee in relation to the resolution to be proposed at the SGM to consider and, if thought fit, approve the Acquisition pursuant to the S&P Agreement entered between Super Target and the Vendors for the sale and purchase in 51% interest of SHWL. Details of the terms of the Acquisition are contained in the “Letter from the Board” contained in the circular to the Shareholders dated 1st March, 2002 (the “Circular”) in which this letter forms part. Terms used in this letter shall have the same meanings as defined in the Circular unless the context otherwise requires. This letter contains our advice to the Independent Board Committee in respect of the Acquisition.

As the proposed Acquisition will constitute a connected transaction to the Company under the Listing Rules, the Acquisition is subject to the Independent Shareholders’ approval in the SGM, at which Mr. Chen, being one of the Vendors, and its associates (as defined in the Listing Rules) will abstain from voting in respect of the relevant resolutions. Emperor Capital has been requested to give opinion to the Independent Board Committee as to whether or not the terms of the Acquisition are fair and reasonable in so far as the Independent Shareholders are concerned.

In formulating our opinions and recommendations, we have relied on the accuracy of the information and representations contained in the Circular which have been approved by the Directors and which the Directors consider to be complete and relevant. We have also assumed that all statements, information and representations made or referred to in the Circular were true and correct in all respects at the date of despatch of the Circular. We have also assumed that all statements of belief, opinion and intention made by the Directors in the Circular are reasonably made after due enquiry and based on honestly held opinions. We have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the Directors and have been advised by the Directors that no material facts have been omitted from the information and representations provided and referred to in the Circular. We consider that we have received sufficient information to enable us to reach an informed view and to justify our reliance on the

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LETTER FROM EMPEROR CAPITAL

accuracy of the information and representations contained in the Circular and to provide a reasonable basis of our recommendations. We have no reason to suspect that any material information has been withheld by the Company. We have not, however, conducted any independent in-depth investigation into the business and affairs of the Company.

Principal Factors and Reasons

In arriving at our recommendations to the Independent Board Committee with regard to the Acquisition, we have taken into consideration the following principal factors and reasons:

(I) Reasons for the Acquisition

The reasons for the Acquisition are set out in the “Letter from the Board” as contained in the Circular. The Directors confirm that the Group currently does not undertake any property related projects in the PRC but intends to extend its property business into the PRC property market. Accordingly, the Directors consider that the Acquisition provides the Group with a channel to develop its property related business in the PRC. Further, the Directors believe that the introduction of Mr. Chen as a substantial shareholder will be beneficial to the business development of the Group as a result of Mr. Chen’s business connection and experience in the PRC property market.

SHWL is principally engaged in property investment, the business relating to building constructions and building materials and the provision of building advisory services in Shanghai.

The following sites are residential development properties which are owned and developed by SHWL:

The unsold portion of Hualong Apartment (華龍公寓), Shuguang Small District, Nanqiao Town, Fengxian County, Shanghai, the PRC (“Property 1”); and
Dulin Dragon Garden (都林龍苑 ), Haiyang Road, Yangsi Town, Pudong New District, Shanghai, the PRC (“Property 2”).

The following site is a residential development property of which SHWL is in the process to obtain the legal title of this property:

A parcel of land at Junmin Village, Jianghai Town, Fengxian Country, Shanghai, the PRC (“Property 3”).

The following site is a residential property held for future development which is jointly developed by SHWL and Shanghai H&H:

Phase II of Orient Dragon Residence (東方龍苑二期), Yangdong Small District, Finance and Trade District, Lujiazui, Pudong New District, Shanghai, the PRC (“Property 4”).

B. I. Appraisal has valued the aggregate value of Property 1, Property 2 and Property 3 at the open market value as at 30th November, 2001 to be about HK$71,090,000 (“Valuation”). Property 1 is a completed project and currently vacant with unsold units held for sale. Property 2 is currently under construction which is scheduled to be completed in

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LETTER FROM EMPEROR CAPITAL

the late 2002. Property 3 is currently a vacant site which is held for future development project and has no commercial value as according to the Valuation. The legal title of Property 3 is currently not vested in SHWL which is in the process of obtaining the legal title of this property. Property 4 is currently a vacant site of about 17,590 square feet and the proposed development is planned to be completed in about early 2003. It is owned by Shanghai H&H and will be jointly developed by SHWL and Shanghai H&H. Shanghai H&H is a joint venture company formed by the PRC Party and an independent third party. Property 4 has no commercial value attributable to SHWL as valued by B.I. Appraisals Limited as at 30th November, 2001. Upon the transfer of the land use rights of Property 4 from Shanghai H&H to SHWL, Property 4, as appraised by B.I. Appraisals Limited amounts to about HK$41.7 million as at 30th November, 2001. Details of the Valuation are set out in the Appendix I to this Circular.

Pursuant to the JD Agreement entered between SHWL and Shanghai H&H for the development of Property 4. The land use rights of Property 4 is legally owned by Shanghai H&H. Pursuant to the JD Agreement, Shanghai H&H is responsible for providing the land use rights of Property 4 and 10% share of the actual total investment capital while SHWL is responsible for the remaining 90% share of the total investment. SHWL will be entitled to 90% profit derive from the development of Property 4 while the remaining 10% will be shared by Shanghai H&H.

Pursuant to the Supplemental Agreement, the completion of the S&P Agreement will be conditional on the valid transfer of the land use rights of the Property 4 from Shanghai H&H to SHWL with all relevant PRC regulatory approval obtained in view of SHWL’s capital investment on this project. As such, SHWL will be the legal owner of the Property 4 upon the transfer of land use right of Property 4 from Shanghai H&H to SHWL.

The Group is principally engaged in the business property development, property rental, securities trading and investment business in Hong Kong. Based on the unaudited consolidated financial statements of the Company for the six months periods ended 30th September, 2000 and 30th September, 2001, property development and rental income contributed revenue approximately HK$370.83 million and HK$1.92 million to the Group, which represent about 98.7% and 4.69% of the Group’s revenue respectively. The drop in turnover of the property related business was mainly attributable to the disposal of a subsidiary of the Group in January 2001, Asean Resources Holdings Limited, which engaged in the business of property developments and investments. The principal income of the Group for the six months period ended 30th September, 2001 was derived from publishing of newspaper and magazine and advertising income in about HK$37.9 million, which represented about 92.67% of the turnover of the Group for this period. We consider that the Directors have experience in the property investment and development and the related business, the Acquisition provides the Company an opportunity to further explore in the PRC property market.

(II) Basis of the Consideration

Pursuant to the S&P Agreement, the Company has agreed to acquire 51% equity interest in SHWL from the Vendors at the consideration (“Consideration”) of HK$43.85 million.

The Consideration was determined after arm’s length negotiation by reference to the Valuation and the estimated value of Property 4.

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LETTER FROM EMPEROR CAPITAL

Based on the management account of SHWL as stated in the Announcement, the unaudited net assets of SHWL as at 30th November, 2001 was about RMB72.96 million (equivalent to about HK$68.83 million). Assuming the land use right of Property 4 has been transferred from Shanghai H&H to SHWL and taking into account of the Valuation and the value of the property interest in Property 4 of about HK$41.7 million, the pro forma unaudited net asset value of SHWL was approximately RMB97.56 million (equivalent to about HK$92.04 million) as shown in the pro forma unaudited management account of SHWL as at 30th November, 2001 (“Pro forma Management Account”). The Consideration represents a discount of about 6.58% to the 51% of the attributable value of the pro forma unaudited adjusted net asset value of SHWL in approximately HK$46.94 million as shown in the Pro forma Management Account.

The completion (“Completion”) of the Acquisition is subject to, amongst others, the due diligence review to be carried out by Super Target including but not limited to relevant laws, finance and business on SHWL and its subsidiary and confirm the accuracy of the Pro forma Management Accounts. The Vendors have warranted to Super Target that SHWL will not enter into any material contracts prior to the Completion.

If SHWL cannot obtain the land use rights of Property 4, the value of SHWL’s property interest as stated in the valuation report of B.I. Appraisals Limited is HK$71,090,000. Base on this value, the Consideration represents a premium of about 20.9% to the fair market value of 51% interest of the properties held by SHWL. As the Completion will also be conditional on the transfer of the land use rights of Property 4 from Shanghai H&H to SWHL, we consider the terms of the S&P Agreement and the Supplemental Agreement to be fair and reasonable.

(III) Effect on the net assets of the Group

The unaudited net assets of the Group as at 30th September, 2001 was approximately HK$211.18 million. Based on the financial projection for the business of SHWL, the Director expect that SHWL will have sufficient financial resources to finance its existing development projects and there will not have material capital contribution to SHWL for the next 12 months immediately after the Completion. Since the Consideration represents a discount of approximately 6.58% to the value of 51% attributable interest of SHWL as shown in the Pro forma Management Accounts and no material capital contribution to SHWL from the Group, the Acquisition will not have negative impact on the net asset value of the Group immediately after the Completion.

(IV) Effect on the earnings of the Group

The Acquisition comprises of one property which is held for sale, one property held under development and two properties held for future development.

As the PRC’s successful assession to the World Trade Organisation in November 2001, the Directors are optimistic of the property market in Shanghai. Since we have not conducted in-depth research on the Shanghai property market, we are not in a position to comment on the prospect of the Shanghai property market and have not made any projection on the earnings of the Shanghai property market.

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LETTER FROM EMPEROR CAPITAL

However, we note that SHWL has recorded an unaudited net profit after tax of SHWL for the eleven months period ended 30th November, 2001 in about RMB15.64 million (equivalent to about HK$14.75 million) and the Group incurred a loss of approximately HK$66.19 million for the six months period ended 30th September, 2001 which equivalent to the loss per Share of approximately HK$0.204. Taking into account of the unaudited net profit of SHWL for the period of eleven months ended 30th November, 2001 and the Consideration will be satisfied by the proceeds from the Subscription instead of borrowings, the Acquisition will not have adverse impact on the earnings of the Group. However, the Shares to be issued pursuant to the Subscription Agreement shall dilute the future earnings per Share, if any.

(V) Effect on the working capital and borrowings of the Group

As at 30th September, 2001, the unaudited consolidated net assets of the Group was about HK$211.8 million and total liabilities was about HK$78.8 million which comprised of long-term borrowings of about HK$47.8 million. The Group’s gearing ratio at 30th September, 2001 was about 27.1%. The Consideration will be fully satisfied by the net proceeds of approximately HK$44 million from the Subscription. For that reason, the Acquisition will not utilize the working capital of the Group and does not need to increase the Group’s borrowings to finance the Acquisition.

The Directors also confirm that there is no immediate further working capital requirement for the Acquisition. Based on the financial projection prepared by SHWL, we have discussed with the Directors that SHWL has sufficient financial facilities to furnish its development projects. Pursuant to the S&P Agreement, the Vendors warranted to Super Target the following financial facilities of SHWL will be continued after the Acquisition:

the guarantee provided by Shanghai Hualong Enterprise (華龍企業 ) to SHWL for a bank loan of RMB84.5 million will not be uplifted;
the Vendors will procure that the creditor banks of SHWL will not demand payment of loans in view of the Vendors entering into the S&P Agreement.

Assuming there is no material change to the financial position of the Group and SHWL before the Completion, we do not envisage any major adverse impact that the Acquisition may impose on the net asset value and working capital of the Group immediate after the Completion.

Recommendation

Having considered the principal factors and reasons set out above, we are of the opinion that the terms of the Acquisition are fair and reasonable so far as the Independent Shareholders are concerned. Accordingly, we advise the Independent Board Committee to recommend the Independent Shareholders to vote in favour for the resolution to be proposed at the SGM to approve the Acquisition.

(For the purpose of this letter, HK$1 equals to RMB1.06)

Yours faithfully, For and on behalf of

Emperor Capital Limited Vanessa Fan Managing Director

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VALUATION REPORT

APPENDIX I

B.I. Appraisals

Registered Professional Surveyors, Valuers & Property Consultants (Formerly Brooke International Apraisals Limited)

Room 609-10, Tower 2, Lippo Centre, 89 Queensway, Hong Kong Tel: (852) 2137 9880 Fax: (852) 2137 9877 Email: [email protected] Website: www.bisurveyors.com.hk

1st March, 2002

The Directors Premium Land Limited Room 3206, 32nd Floor Convention Plaza, Office Tower No. 1 Harbour Road Wan Chai Hong Kong

Dear Sirs,

Re: (1) The unsold portion of Hualong Apartment, Shuguang Small District, Nanqiao Town, Fengxian County, Shanghai, the People’s Republic of China (the “PRC”);
(2) Dulin Dragon Garden, Haiyang Road, Yangsi Town, Pudong New District, Shanghai, the PRC;
(3) A parcel of land at Junmin Village, Jianghai Town, Fengxian County, Shanghai, the PRC; and
(4) Phase II of Orient Dragon Residence, Yangdong Small District, Finance and Trade District, Lujiazui, Pudong New District, Shanghai, the PRC.

In accordance with your instructions to us to value the property interests in the captioned properties (hereinafter referred to as the “Properties”), we confirm that we have carried out inspections, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the open market value of such property interests as at 30th November, 2001 (hereinafter referred to as the “date of valuation”).

Basis of Valuation

Our valuations of the property interests are our opinion of the open market value which we would define as intended to mean “the best price at which the sale of an interest in a property would have been completed unconditionally for cash consideration on the date of valuation, assuming:

(a) a willing seller;
(b) that, prior to the date of valuation, there had been a reasonable period (having regard to the nature of the property and the state of the market) for the proper marketing of the interest, for the agreement of price and terms and for the completion of the sale;
(c) that the state of the market, level of values and other circumstances were, on any earlier assumed date of exchange of contracts, the same as on the date of valuation;

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VALUATION REPORT

APPENDIX I

(d) that no account is taken of any additional bid by a prospective purchaser with a special interest; and
(e) that both parties to the transaction had acted knowledgeably, prudently and without compulsion.”

We have valued the Properties on the basis that each of them is considered individually. We have not allowed for any discount for the Properties to be sold to a single party nor taken into account any effect on the values if the Properties are to be offered for sale at the same time as a portfolio.

Valuation Methodology

In valuing the property interest in Property No. 1 which is held for sale, we have adopted the Direct Comparison Approach assuming such property interest is capable of being sold in existing state on a strata-titled basis with the benefit of vacant possession and by making reference to comparable sales evidences or offerings as available in the relevant market.

In valuing the property interest in Property No. 2 which is held under development, we have valued it on the basis that the property will be developed and completed in accordance with the latest development proposal provided to us. We have assumed that approvals for the proposal have been obtained. In arriving at our opinion of value, we have adopted the Direct Comparison Approach by making reference to comparable sales transactions as available in the locality and have also taken into account the construction costs that will be expended to complete the development to reflect the development potential of the property and the quality of the completed development.

In valuing the property interests in Property Nos. 3 and 4 which are held for future development, we have adopted the Direct Comparison Approach assuming sale in its existing state with the benefit of vacant possession and by making reference to comparable site transactions as available in the relevant market and by taking into account the latest development proposal provided to us. We have assumed that all necessary approvals for the proposal have been obtained.

Valuation Assumptions

In valuing the property interests, we have assumed that the owner of each of the Properties has valid and enforceable title to the property interest which is freely transferable, and has free and uninterrupted right to use the same, for the whole of the unexpired term granted subject to payment of annual land use fees.

Our valuations have been made on the assumption that the owners sell the Properties on the open market without the benefit of a deferred terms contract, leaseback, joint venture, management agreement or any similar arrangement which would serve to affect the values of such property interests. In addition, no account has been taken of any option or right of pre-emption concerning or effecting sales of the Properties and no forced sale situation in any manner is assumed in our valuations.

No allowance has been made in our valuations for any charges, mortgages or amounts owing on any of the properties valued nor for any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the Properties are free from encumbrances, restrictions and outgoings of an onerous nature which could affect their values.

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VALUATION REPORT

APPENDIX I

In the course of our valuations, we have further assumed the followings:

(a) that transferable land use rights in respect of the Properties for respective specific terms at nominal annual land use fees have been granted and that any requisite land premium/purchase consideration payable has already been fully paid;
(b) that the design and construction of the Properties are in compliance with the local planning regulations and have been approved by the relevant authorities;
(c) that the Properties which are under development or for future development will be developed in accordance with the latest development proposal provided to us;
(d) that all consents, approvals and licences from relevant government authorities for the Properties have been granted without any onerous conditions or undue delay which might affect their values; and
(e) that the Properties, whether as a whole or on strata-titled basis, may be disposed of freely to both local and overseas purchasers.

Title Investigation

We have not investigated the title to or any liabilities against the property interests. However, we have been provided with copies of title documents relating to the property interests. We have not examined the original documents to verify ownership and to ascertain the existence of any amendments which may not appear on the copies handed to us.

In the course of our valuations, we have relied on the advice given by 上海華龍建設股份有限公司 (hereinafter referred to as the “Company”) and its legal adviser on PRC law, Shanghai Hongan Law Firm (hereinafter referred to as the “PRC Legal Adviser”), regarding the title to each of the property interests. According to the legal opinion prepared by the PRC Legal Adviser, the Company has legal and enforceable title to the property interests in the Properties except for Property No. 4.

Limiting Conditions

We have inspected the exterior and, where possible, the interior of the Properties. During the course of our inspections, we did not note any serious defects. However, no structural survey has been made. We are, therefore, unable to report as to whether the Properties are free from rot, infestation or other defects. No tests were carried out on any of the services.

We have not carried out on-site measurements to verify the correctness of the site and floor areas of the Properties but have assumed that the site and floor areas shown on the documents and official site plans handed to us are correct. Dimensions, measurements and areas included in the attached valuation certificates are based on information contained in the documents provided to us and are therefore only approximations.

Furthermore, we have not carried out any site investigations to determine or otherwise the suitability of the ground conditions, the presence or otherwise of contamination and the provision of or otherwise suitability for services etc. for future development. Our valuations are prepared on the assumption that these aspects are satisfactory and that no extraordinary expenses or delays will be incurred during any construction period.

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VALUATION REPORT

APPENDIX I

We have relied to a considerable extent on the information provided to us by the Company and have accepted advice on such matters as planning approvals, statutory notices, easements, tenures, completion date of the Properties, particulars of occupancy, latest development proposals, construction costs already expended, estimated outstanding construction costs, estimated completion date for the proposed developments, site and floor areas and all other relevant matters in the identification of the Properties.

We have had no reason to doubt the truth and accuracy of the information provided to us by the Company. We were also advised by the Company that no material facts have been omitted from the information provided. We consider that we have been provided with sufficient information to reach an informed view, and have no reason to suspect that any material information has been withheld.

Our valuations have been prepared in accordance with the Hong Kong Guidance Notes on the Valuation of Property Assets (2nd Edition) published by the Hong Kong Institute of Surveyors in March 2000 and generally accepted valuation procedures and are in compliance with Practice Note No. 12 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Remarks

Unless otherwise stated, all monetary sums stated in our valuation certificates are in Hong Kong Dollars. The exchange rate adopted in our valuations is HK$1=RMB1.06 which was approximately the prevailing exchange rate as at the date of valuation.

We hereby certify that we have neither present nor prospective interests in the Company or the values reported herein.

Our Summary of Values and the Valuation Certificates are enclosed herewith.

Yours faithfully, For and on behalf of

B.I. APPRAISALS LIMITED

William C.K. Sham MRICS AHKIS RPS (G.P.)

Executive Director

Note: Mr. William C.K. Sham is a Chartered Surveyor who has over 8 years’ experience in valuation of properties in the PRC.

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VALUATION REPORT

APPENDIX I

SUMMARY OF VALUES

			Open market value
			in existing state as at
No.	Property		30th November, 2001
1.	The unsold portion of Hualong Apartment		HK$32,700,000
	Shuguang Small District, Nanqiao Town
	Fengxian County, Shanghai, the PRC
2.	Dulin Dragon Garden, Haiyang Road		HK$38,390,000
	Yangsi Town, Pudong New District
	Shanghai, the PRC
3.	A parcel of land at Junmin Village,		No commercial
	Jianghai Town, Fengxian County,		value
	Shanghai, the PRC
4.	Phase II of Orient Dragon Residence		No commercial
	Yangdong Small District, Finance and		value
	Trade District, Lujiazui, Pudong New District
	Shanghai, the PRC
		Total:	HK$71,090,000

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VALUATION REPORT

APPENDIX I

Open market value in existing state as at 30th November, 2001

				Open market value in existing state as at
	Property	Description and tenure	Particulars of occupancy	30th November, 2001
1.	The unsold portion	Hualong Apartment (the	The property is currently	$32,700,000
	of Hualong	“Development”) is developed in two	vacant.
	Apartment,	phases on an irregular-shaped site
	Shuguang Small	having a site area of approximately
	District, Nanqiao	27,934 sq.m. (300,682 sq.ft.).
	Town, Fengxian
	County, Shanghai,	The Development comprises a
	the PRC.	mixture of 5 to 11-storey residential
		buildings with car park, commercial
		podiums and recreational facilities.
		The total gross floor area of the
		Development is approximately
		64,600 sq.m. (695,354 sq.ft.). The
		gross floor areas of Phase I and
		Phase II are 37,000 sq.m. (398,268
		sq.ft.) and 27,600 sq.m. (297,086
		sq.ft.) respectively.
		The property included in this
		valuation comprises the unsold
		portion of the Development with
		gross floor areas as follows:
		Usage Gross Floor Area
		(sq.m.)
		Residential (Ph. I) 8,878.54
		Residential (Ph. II) 5,594.65
		Commercial 232.76
		Car park 1,573.00
		Total: 16,278.95

		According to the Contract for Grant
		of State-owned Land Use Rights,
		the term of land use rights of the
		property is 70 years from the date
		of issuance of the Certificate for
		Real Estate Ownership.

Notes:

Pursuant to the Contract for Grant of State-owned Land Use Rights 滬房地 <奉 >(2000)出讓合同內字第 040 號 dated 8th August, 2000, entered into between 上海市奉賢縣房屋土地管理局 (the “Grantor”) and 上海華龍建設股份有限公司 (the “Grantee”), the grantor agreed to grant the land use rights of the land on which the Development was erected, having a site area of 27,934 sq.m., to the Grantee. The salient conditions stipulated in the above-mentioned contract are summarized as follows:

(a) Site Area : 27,934 sq.m. (b) Permitted Use : Commercial/Residential (c) Land Use Term : 70 years from the date of issuance of the Certificate for Real Estate Ownership (d) Land Grant Consideration : RMB678,960 (e) Plot Ratio : 1.8

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VALUATION REPORT

APPENDIX I

Pursuant to the Certificate for Real Estate Ownership 滬房地奉字 (2000)第 005633號 dated 24th August, 2000 issued by 上海市房屋土地資源管理局 , the ownership of the land of Blocks 11, 12 and 16 of the Development, having a site area of 11,610 sq.m. is vested in 上海華龍建設股份有限公司 for a land use term from 3rd August, 2000 until 2nd August, 2070 for commercial/residential uses.
A mortgage is registered against portion of the land of Blocks 11, 12 and 16 with a site area of 7,669 in favour of 中國建設銀行上海市奉賢縣支行 for a term from 18th September, 2000 until 17th September, 2002.
Pursuant to two Permits for Construction Work Planning 滬建 (滬 2000)1202號 dated 23rd August, 2000 滬建 (滬 2000)1278號 dated 24th November, 2000 issued by 奉賢縣規劃管理局 , the proposed construction work of Blocks 11 to 16 and clubhouse with a development scale of 27,441 sq.m. was in compliance with the city planning requirements and was permitted to commence.
Pursuant to two Permits for Pre-Sales of Commodity Housing 奉賢 (2000)內預字036號 dated 13th September, 2000 and 奉賢 (2000)內預字 058號 14th December, 2000 issued by 奉賢縣房屋土地管理局 , Blocks 11 to 16 with a total gross floor area of approximately 25,169 sq.m. was permitted to be pre-sold.
Pursuant to the Business Licence (Registration No. 3100001005239) dated 24th April, 2000, 上海華龍建設股份有限公司 was established with a registered capital of RMB50,000,000 and the business period is from 12th April, 1998 to 11th December, 2017. The scope of business includes real estate development, construction, interior decoration, consultancy and building materials.
The status of the title and grant of major approvals and licences in accordance with the information provided to us by the Company and the aforesaid legal opinion are as follows:

Contract for Grant of State-owned Land Use Rights	Yes
Certificate for Real Estate Ownership (part)	Yes
Red-line Drawing	Yes
Permit for Land Use Planning	Yes
Permit for Construction Work Planning	Yes
Permit for Pre-Sales of Commodity Housing (part)	Yes
Business Licence	Yes

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VALUATION REPORT

APPENDIX I

Property

Description and tenure

Particulars of occupancy

Open market value in existing state as at 30th November, 2001

Dulin Dragon Garden, Haiyang Road, Yangsi Town, Pudong New District, Shanghai, the PRC.

Dulin Dragon Garden (The “Development”) is being developed on an irregular-shaped site having a site area of approximately 20,265 sq.m. (218,132 sq.ft.).

The property is currently under construction and is scheduled to be completed in late 2002.

$38,390,000

The Development, when completed, will comprise 7 blocks of 6 to 11-storey residential buildings with car park, commercial podium and public facilities.

The total gross floor area of the Development is approximately 37,036 sq.m. (398,656 sq.ft.) plus a basement car park of about 1,200 sq.m. (12,917 sq.ft.). The breakdown of areas are as follows:

Usage	Gross	Floor Area
		(sq.m.)
Residential		31,216
Commercial		4,386
Office		564
Communal structure		870
Basement car	park	1,200
Total:		38,236

Portion of the residential space, having a total gross floor area of approximately 9,299.54 sq.m. (100,100 sq.ft.) has been pre-sold and was excluded from this valuation

According to the supplementary contract to Contract for Grant of State-owned Land Use Rights, the land use rights of the property will be granted for a term of 70 years from the date of issuance of the Certificate for Real Estate Ownership.

Notes:

Pursuant to the Contract for Grant of State-owned Land Use Rights 滬浦 (2001)出讓合同第 092號 dated 11th June, 2001 (hereinafter referred to as the “Land Grant Contract”), entered into between 上海市浦東新區建設局 (the “Grantor”) and 上海華龍建設股份有限公司 (the “Grantee”), the grantor agreed to grant the land use rights of the land having a site area of 20,265 sq.m., to the Grantee. The salient conditions stipulated in the Land Grant Contract are summarized as follows:

(a) Site Area : 20,265 sq.m. (b) Permitted Use : Residential/commercial/office (c) Land Use Term : 50 years from the date of issuance of the Certificate for Real Estate Ownership

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VALUATION REPORT

APPENDIX I

(d) Land Grant Consideration : RMB1,234,139 (e) Permitted Gross Floor Area : 37,036 sq.m. (of which the gross floor area permitted for domestic sales comprises 31,216 sq.m. for residential use, 4,386 sq.m. for commercial use, 564 sq.m. for office use and 870 sq.m. for communal use)
(f) Building Covenant : Construction works shall commence before 11th December, 2001 and be completed before 11th December, 2003
Pursuant to the Certificate for Real Estate Ownership 滬房地浦字 (2001)第 100857號 dated 31st August, 2001 issued by 上海市房屋土地資源管理局 , the ownership of the land having a site area of 20,265 sq.m. is vested to上海華龍建設股份有限公司 for a land use term from 19th August, 2001 until 18th August, 2051 for commercial/residential uses.
Pursuant to the Supplementary Contract to the Land Grant Contract , entered into between the Grantor and the Grantee on 8th November, 2001, both parties to the Land Grant Contract agreed to amend the Land Grant Contract as follows:
(a) The permitted gross floor area is increased from 37,036 sq.m. to 38,236 sq.m. (of which the gross floor area permitted for domestic sales comprises 34,286 sq.m. for residential use and 3,950 sq.m. for commercial use).
(b) The permitted use of the land is for residential purpose.
(c) The land use term of the land is extended to 70 years.
(d) An additional land grant consideration of RMB36,477 has to be paid by the Grantee on 8th November, 2001.
Pursuant to the Permit for Construction Work Planning 滬浦規農建 (2001)41號 issued by 上海市浦東新區發展計劃局 , the proposed construction work with a development scale of 38,236 sq.m. was in compliance with the city planning requirements and was permitted to commence.
Pursuant to two Permits for Pre-Sales of Commodity Housing 滬房地浦(2001)預字053號 dated 26th September, 2001 and 滬房地浦 (2001)預字 066號 24th October, 2001 issued by上海市浦東新區建設局 , Block Nos. 8 to 21 with a total gross floor area of approximately 16,335 sq.m. was permitted to be pre-sold.
Pursuant to the Business Licence (Registration No. 3100001005239) dated 24th April, 2000, 上海華龍建設股份有限公司 was established with a registered capital of RMB50,000,000 and the business period is from 12th April, 1998 to 11th December, 2017. The scope of business includes real estate development, construction, interior decoration, consultancy and building materials.
The status of the title and grant of major approvals and licences in accordance with the information provided to us by the Company and the aforesaid legal opinion are as follows:

Contract for Grant of State-owned Land Use Rights	Yes
Certificate for Real Estate Ownership	Yes
Red-line Drawing	Yes
Permit for Land Use Planning	Yes
Permit for Construction Work Planning	Yes
Permit for Pre-Sales of Commodity Housing (part)	Yes
Business Licence	Yes

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VALUATION REPORT

APPENDIX I

Open market value
in existing state as at
Property Description and tenure Particulars of occupancy 30th November, 2001
1. A parcel of land at The property comprises a parcel of The property is currently a No commercial Junmin Village, land with a site area of vacant site. value Jianghai Town, approximately 31,268 sq.m. Fengxian County, (336,569 sq.ft.). Shanghai, the PRC. According to the Certificate for Real Estate Ownership, the term of land use rights of the property have been granted for a term from 21st March, 1996 to 20th March, 2006 for industrial use.

Notes:

Pursuant to the Certificate for Real Estate Ownership issued by 上海市房屋土地管理局 on 22nd November, 2000, the ownership of the property, having a site area of 31,268 sq.m. is vested in 上海龍洋工業園區開發有限公司 for a land use term from 21st March, 1996 until 20th March, 2006 for industrial use.
Pursuant to an agreement dated 31st December, 2000 (the “Agreement”) entered into between 上海華龍建設股份有限公司 (“Party A”) and 上海龍洋工業園區開發有限公司 (“Party B”), both parties agreed to the following terms:
(a) Party B will transfer the property to Party A to settle portion of the outstanding debt owing to Party A.
(b) Both parties agree that the transfer consideration shall be RMB14,070,600.
(c) Upon signing the Agreement, the ownership of the property shall vest in Party A and Party B shall have the obligation in assisting Party A in processing the relevant procedures for the development and transfer of the property.
(d) Party A shall retain the rights in recovering the balance of the outstanding debt owing from Party B.
As advised by the Company, 上海華龍建設股份有限公司 has no legal title in this property and is in the process of obtaining such legal title.
According to the Certificate for Real Estate Ownership, the term of the land use rights of the property will expire on 20th March, 2006 and the property is restricted for industrial use. Hence, we are of the opinion that the property has no commercial value due to its limited unexpired land use term and the restricted land usage.
The status of the title and grant of major approvals and licences in accordance with the information provided to us by the Company and the aforesaid legal opinion are as follows:

Certificate for Real Estate Ownership Yes

– 26 –

VALUATION REPORT

APPENDIX I

Property

Description and tenure

Particulars of occupancy

Open market value in existing state as at 30th November, 2001

The Land for Phase Orient Dragon Residence (the II of Orient Dragon “Development”) comprises two Residence, phases of development on an Yangdong Small irregular-shaped site having a site District, Finance area of approximately 39,816 sq.m. and Trade District, (428,579 sq.ft.). Lujiazui, Pudong New District, The property included in this Shanghai, the PRC. valuation comprises the land for Phase II of the Development which will be developed on the land with a site area of approximately 17,590 sq.m. (189,339 sq.ft.). The property is planned to be developed to comprise a mixture of 11 to 18-storey residential buildings with commercial and recreational facilities. In addition, a total of 105 car parking spaces and 1,100 bicycle parking bays will be provided. The proposed gross floor area of the property (excluding the car and bicycle parking areas) is approximately 42,000 sq.m. (452,088 sq.ft.). The breakdown of areas are as follows:

The property is currently a No commercial vacant site and the proposed value development is planned to be completed in about early 2003.

Usage Gross Floor Area (sq.m.) Residential 40,046 Commercial 1,954 Total: 42,000 According to the Contract for Transfer of Land Use Rights, the term of land use rights of the property will be granted for a term of 70 years from the date of issuance of the Certificate for Stateowned Land Use.

Notes:

Pursuant to the Contract for Transfer of Land Use Rights dated 13th September, 1996, entered into between 上海東城聯合發展有限公司 (the “Transferor”) and 上海華龍企業 (集團 )有限公司 (the “Transferee”), the Transferor agreed to transfer the land use rights of the land having a site area of 39,816 sq.m., to the Transferee. The salient conditions stipulated in the above-mentioned contract are summarized as follows:
(a) Total Site Area : 39,816 sq.m. (b) Permitted Use : Apartment (c) Land Use Term : 70 years from the issuance of the State-owned Land Use Right Certificate
(d) Permitted Gross Floor Area : 71,670 sq.m.
(e) Land Transfer Consideration : USD10,750,500

– 27 –

VALUATION REPORT

APPENDIX I

Pursuant to three supplementary contracts to the above Contract for Transfer of Land Use Rights dated 13th September, 1996, 11th September, 1997 and 25th September, 1997 respectively, the following conditions have been agreed upon:
(a) 上海陸家嘴東城開發有限公司 is to replace 上海東城聯合發展有限公司 to become The Transferor.
(b) Shanghai H&H Property Development Co., Ltd., a joint venture company formed by上海華龍企業 (集團 )有限公司 and 新加坡佳能國際私人有限公司 , is to replace 上海華龍企業 (集團 )有限公司 to become the Transferee.
(c) The entire site will be handed over to the Transferee in two phases:
- Plot A has a site area of 17,587 sq.m. with a developable gross floor area of 35,830 sq.m.; and
- Plot B has a site area of 17,590 sq.m. with a developable gross floor area of 35,840 sq.m.
(d) The land transfer consideration for Plot A will be USD5,374,500 (equivalent to RMB44,611,037) and that for Plot B will be USD5,376,000 (equivalent to RMB44,623,488).
Pursuant to the Joint Development Agreement dated 1st September, 2001 entered into between Shanghai H&H Property Development Co., Ltd. (“Party A”) and上海華龍建設股份有限公司 (“Party B”), both parties agreed to jointly develop Plot B of the Development on the following conditions:
(a) Party A is responsible for obtaining the land use rights of Plot B;
(b) Party B is to invest 90% shares of the actual total investment capital in the development of Plot B and the profit sharing of the project will be as follows:

Party	Profit Sharing
A	10%
B	90%

Pursuant to the Sale and Purchase Agreement dated 4th January, 2002 (hereinafter referred to as the “S&P Agreement”) and its supplemental agreement dated 22nd February, 2002 (hereinafter referred to as the “Supplemental Agreement”) entered into between Super Target Limited (hereinafter referred to as the “Purchaser”) and Shanghai Pudong Longyu Real Estate Development Co., Ltd., Shanghai Jinpeng Real Estate Development Co., Ltd., Shanghai Huazhan Architectural Decoration Co., Ltd., Shanghai Qinlong Rock Engineering Co., Ltd., Shanghai Anmin Real Estate Management Co., Ltd., Employee Stock Holding Committee for Shanghai Hualong Construction Stock Co., Ltd., Ding Liade, Qian Sijie, Jin Weixing, Wang Guo Li and Chen Long (hereinafter referred to as the “Vendors”), the Vendors conditionally agreed to sell and Purchaser agreed to acquire 51% interests of 上海華龍建設股份有限公司 .
Pursuant to a supplemental agreement to the S&P Agreement dated 22nd February, 2002 (hereinafter referred to as the “Supplemental Agreement”) entered into between the Purchaser and the Vendors, both parties have agreed to amend the S&P Agreement as follows:
(a) the long stop date for completion of the S&P Agreement be changed to 30th April, 2002; and
(b) as a conditional precedent tot he completion of the S&P Agreement, Shanghai H&H Property Development Co., Ltd. has transferred to 上海華龍建設股份有限公司 the land use rights appertaining to the land for Phase II of Orient Dragon Residence.
Currently, the title to the land use rights of the land for Phase II of Orient Dragon Residence is vested in Shanghai H&H Property Development Co., Ltd. Yet, upon completion of the S&P Agreement and the Supplemental Agreement, 上海華龍建設股份有限公司 will have a proper and legal title to the land use rights of the land for Phase II of Orient Dragon Residence.
We are of the opinion that the open market value of the land for Phase II of Orient Dragon Residence in existing state as at the date of valuation would be $41,660,000 subject to the assumption that 上海華龍建設股份有限公司 had already obtained the proper and legal title to the land use rights of the land for Phase II of Orient Dragon Residence.
The status of the title and grant of major approvals and licences in accordance with the information provided to us by the Company and the aforesaid legal opinion are as follows:

Contract for Transfer of Land Use Rights

Yes

– 28 –

GENERAL INFORMATION

APPENDIX II

1. 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 collectively and individually accept full responsibility for the accuracy of information contained in this circular and confirm, having made all reasonable inquiries, that to the best of their knowledge and believe, there are no other facts the omission of which would make any statement in this circular misleading.

2. DISCLOSURE OF INTERESTS

i. As at the Latest Practicable Date, the interests of each Director in the securities of the Company and its associate corporations (within the meaning of the Securities (Disclosure of Interests) Ordinance (“SDI Ordinance”)) which have been notified to the Company and the Stock Exchange pursuant to Section 28 of the SDI Ordinance include interests which they are deemed or taken to have under Section 31 of, or Part I of the Schedule to, the SDI Ordinance or which are required, pursuant to Section 29 of the SDI Ordinance, to be entered in the register referred to therein or which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies contained in the Listing Rules, were as follows:

The Company

Interests in Shares

Number of Shares held and nature of interest Personal Family Other Name of Director Interest Interests Interests Total – – Mr. Dong Bo, Frederic 120,208,070 120,208,070

ii. As at the Latest Practicable Date, each of Directors, Emperor Capital and B.I. Appraisals did not have direct or indirect interests in any assets which had since 31st March, 2001 (being the date to which the latest published audited financial statements of the Group were made up) been acquired or disposed by, or leased to, any member of the Group.
iii. Save as disclosed herein, there is no contract or arrangement subsisting as at the Latest Practicable Date in which any of the Directors is materially interested and which is significant in relation to the business of the Group.
iv. As at the Latest Practicable Date, each of the Director, Emperor Capital and B.I. Appraisals had no interests in the share capital of any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

– 29 –

GENERAL INFORMATION

APPENDIX II

3. SUBSTANTIAL SHAREHOLDER

As at the Latest Practicable Date, according to the information available to the Company, the following Shareholders were interested in 10% or more of the issued share capital of the Company:

Name of substantial Shareholder	Note	Number of Shares held	%
United Jumbo Limited	1	120,208,070	26.72
Great Huge Investments Corp.	2	74,980,000	16.66

Note 1: United Jumbo Limited is beneficially wholly-owned by Mr. Dong Bo, the chairman and executive director of the Company.

Note 2: Great Huge Investments Corp. is beneficially wholly-owned by Mr. Chen.

Save as disclosed above, there is no other person known to the Directors who, as at the Latest Practicable Date, was directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings for any member of the Group, or had any options in respect of such capital.

4. LITIGATION

Neither the Company nor any of its subsidiaries is engaged in any litigation or arbitration of material importance and no litigation or claim of material importance is known to the Directors to be pending or threatened by or against any member of the Group.

5. MATERIAL ADVERSE CHANGES

The Directors are not aware of any material adverse changes in the financial or trading position of the Group since 31st March, 2001, the date to which the latest published audited financial statements of the Group were made up.

6. SERVICE CONTRACT

None of the Directors have service contracts with any member of the Group which are not determinable within one year without payment of compensation (other than statutory compensation).

7. EXPERT

i. The following are the qualifications of the experts who have given opinion or advice contained in this circular:

Name

Qualification

Emperor Capital Investment adviser registered under the Securities Ordinance (Chapter 333 of the Laws of Hong Kong)

B. I. Appraisals Registered Professional Surveyors, Valuers & Property Consultants

– 30 –

GENERAL INFORMATION

APPENDIX II

ii. Neither Emperor Capital nor B. I. Appraisals has any shareholding in any member of the Group nor any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group;
iii. Emperor Capital and B. I. Appraisals have given and have not withdrawn their written consents to the issue of this circular, with inclusion of their letter or report and references to their names in the form and context in which they appear; and
iv. As at the Latest Practicable Date, Emperor Capital and B. I. Appraisals did not have direct or indirect interests in any assets which had since 31st March, 2001 (being the date to which the latest published audited financial statements of the Group were made up) been acquired or disposed by, or leased to, any member of the Group.

8. MISCELLANEOUS

i. The secretary of the Company is Mr. Ronald Lau, an associate member of the Hong Kong Society of Accountants;
ii. The registered office of the Company is at Clarendon House, Church Street, Hamilton, HM11, Bermuda and the Hong Kong branch of the Share registrars is Secretaries Limited at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong;
iii. Save as disclosed herein, none of the Directors has any direct or indirect interests in any assets which had since 31st March, 2001 (being the date to which the latest published audited financial statements of the Group were made up) been acquired or disposed by, or leased to, any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group;
iv. None of the Directors is materially interested in any contract or arrangement subsisting at the date of this circular which is significant in relation to the business of the Group taken as a whole; and
v. The English texts of this circular and the accompanying form of proxy shall prevail over the Chinese texts.

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at Preston/Gates/Ellis at 10th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong, during normal business hours on any weekday (public holidays excepted) up to and including the date of the SGM:

i. the S&P Agreement;
ii. the letter from Emperor Capital as set out in this circular;
iii. the written consent from Emperor Capital and B. I. Appraisals referred to in paragraph 7 above;
iv. the letter from the Independent Board Committee as set out in this circular; and
v. this circular.

– 31 –

NOTICE OF SGM

==> picture [49 x 48] intentionally omitted <==

PREMIUM LAND LIMITED

(Incorporated in Bermuda with limited liability)

NOTICE IS HEREBY GIVEN that a Special General Meeting (the “Meeting”) of the Company will be held on 18th March, 2002 at 9:00 a.m. at Rondo, Minuet & Romanze Rooms, 2nd Floor, Rosedal On The Park, 8 Shelter Street, Causeway Bay, Hong Kong for the purposes of considering and if thought fit, passing the following resolution:

ORDINARY RESOLUTIONS

(1) “ THAT the terms of the sale and purchase agreement dated 4th January, 2002 enter into by Super Target and Vendors (as defined in the circular of the Company dated 1st March, 2002) a copy of which has been produced to the Meeting marked “A” and signed by the Chairman of the Meeting for the purpose of identification and all transactions contemplated therein be and are hereby approved and THAT the directors of the Company be and are hereby authorised on behalf of the Company to sign and execute such documents and do such acts and things incidental thereto or as they consider necessary and expedient in connection therewith.
(2) “ THAT
(A) subject to paragraph 2(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 of HK$0.05 each in the capital of the Company (the “Shares”) and to make an offer or agreement or grant an option which would or might require Shares to be allotted, issued and dealt with be and is generally and unconditionally approved;
(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 2(A) above;
(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 2(A) and 2(B) above, otherwise than pursuant to a 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

– 32 –

NOTICE OF SGM

(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 the order of the Board Dong Bo, Frederic Chairman

Hong Kong 1st March, 2002

Principal place of business in Hong Kong:

Room 3206 Convention Plaza Office Tower

1 Harbour Road, Wanchai Hong Kong

Notes:

Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint more than one proxy to attend and vote instead of him. A proxy need not be a member of the Company.
To be valid, a form of proxy, together with the relevant power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof, must be deposited at the branch share registrar of the Company in Hong Kong, Secretaries Ltd., 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong not less than forty-eight hours before the time appointed for holding of the above meeting or any adjournment thereof.
Mr. Chen and his associates will abstain from voting with respect to the ordinary resolution no. 1 as set out above.
In the case of joint holders of any share, any one of such holders may vote at the meeting either personally or by proxy in respect of such share as if he was solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, the holder whose name stands first in the register of members of the Company shall alone be entitled to vote in respect of that share.

– 33 –

AI assistant

WH Group Limited — Proxy Solicitation & Information Statement 2002

49096_rns_2002-03-04_6bc37b22-4329-4465-9fc7-03f95aee3c82.pdf

PREMIUM LAND LIMITED

DISCLOSEABLE AND CONNECTED TRANSACTION – PROPOSED ACQUISITION OF PROPERTY INTEREST AND GENERAL MANDATE TO ISSUE SHARE

Financial Adviser to the Company

KINGSTON CORPORATE FINANCE LIMITED

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

PREMIUM LAND LIMITED

DISCLOSEABLE AND CONNECTED TRANSACTION – PROPOSED ACQUISITION OF PROPERTY INTEREST

INTRODUCTION

DISCLOSEABLE AND CONNECTED TRANSACTION – PROPOSED ACQUISITION OF PROPERTY INTEREST

Date of the S&P Agreement:

Date of the Supplemental Agreement:

Parties involved:

Transaction:

Consideration:

Source of funding of the Company:

Conditions of the Acquisition:

Completion of the Acquisition:

Further information about SHWL and the Company:

REASONS FOR THE ACQUISITION

GENERAL

GENERAL MANDATE

SGM

RECOMMENDATION

ADDITIONAL INFORMATION

PREMIUM LAND LIMITED

DISCLOSEABLE AND CONNECTED TRANSACTION – PROPOSED ACQUISITION OF PROPERTY INTEREST

Emperor Capital Limited

PROPOSED ACQUISITION OF PROPERTY INTEREST

Principal Factors and Reasons

(I) Reasons for the Acquisition

(II) Basis of the Consideration

(III) Effect on the net assets of the Group

(IV) Effect on the earnings of the Group

(V) Effect on the working capital and borrowings of the Group

Recommendation

B.I. Appraisals

Basis of Valuation

Valuation Methodology

Valuation Assumptions

Title Investigation

Limiting Conditions

Remarks

B.I. APPRAISALS LIMITED

Executive Director

SUMMARY OF VALUES

APPENDIX I

Notes:

Property

Description and tenure

Particulars of occupancy

Property

Description and tenure

Particulars of occupancy

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

The Company

3. SUBSTANTIAL SHAREHOLDER

4. LITIGATION

5. MATERIAL ADVERSE CHANGES

6. SERVICE CONTRACT

7. EXPERT

Name

Qualification

8. MISCELLANEOUS

9. DOCUMENTS AVAILABLE FOR INSPECTION

PREMIUM LAND LIMITED

ORDINARY RESOLUTIONS

Principal place of business in Hong Kong:

More from WH Group Limited

WH Group Limited Proxy Solicitation & Information Statement 2002