WH Group Limited — Proxy Solicitation & Information Statement 2005

Mar 14, 2005

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Premium Land Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer 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 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 （上海策略置地有限公司）[*] (Incorporated in Bermuda with limited liability)

(Stock Code: 164)

PROPOSED CAPITAL REORGANISATION INVOLVING,

INTER ALIA, SHARE CONSOLIDATION FOLLOWED BY CAPITAL REDUCTION AND CHANGE IN BOARD LOT SIZE

A notice convening a special general meeting of Premium Land Limited to be held at Room B, 1/F, Harbour View International House, 4 Harbour Road, Wanchai, Hong Kong on Wednesday, 6 April 2005 at 9:00 a.m. is set out on pages 13 to 14 of this circular.

If you are not able to attend the meeting, you are requested to complete the accompanying form of proxy for use at the special general meeting in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Secretaries Limited, at G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible and, in any event, not less than 48 hours before the time appointed for the holding of 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 or any adjourned meeting should you so wish.

14 March 2005

* for identification purposes only

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
RESPONSIBILITY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Change in Board Lot Size . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Odd Lots Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Reasons for the Capital Reorganisation and
Change in Board Lot Size . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Exchange of Certificate(s) for the New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Trading Arrangement for Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Adjustment of Conversion Prices of the Convertible Notes . . . . . . . . . . . . . . . . . .	10
Listing and Dealings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Procedure by which a Poll may be Demanded . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
NOTICE OF SPECIAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

DEFINITIONS

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

“Announcement”	the announcement issued by the Company dated 7
	March 2005, in relation to, among other things, the
	proposed Capital Reorganisation and change in board
	lot size
“CCASS”	the Central Clearing and Settlement System established
	and operated by HKSCC
“Capital Reduction”	the reduction in the nominal value of the Consolidated
	Shares from HK$0.20 to HK$0.01 by canceling HK$0.19
	of the paid-up capital on each issued Consolidated
	Share
“Capital Reorganisation”	the Share Consolidation and the Capital Reduction
“Company”	Premium Land Limited, a company incorporated in
	Bermuda with limited liability whose Shares are listed
	on the Stock Exchange
“Consolidated Share(s)”	ordinary shares of HK$0.20 each in the issued share
	capital of the Company upon completion of the Share
	Consolidation
“Director(s)”	director(s) of the Company
“Guaranteed Convertible	the convertible notes to be issued by the Company
Notes”	in the aggregate principal amount of HK$78,000,000
	at a conversion price of HK$0.03 per Share (or HK$0.60
	per New Share upon completion of the Capital
	Reorganisation), details of which were set out in the
	Company’s announcements dated 6 January 2005 and
	7 March 2005
“HKSCC”	Hong Kong Securities Clearing Company Limited
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Latest Practicable Date”	11 March 2005, the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining
	certain information contained herein

– 1 –

DEFINITIONS

“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange
“New Share(s)”	share(s) of HK$0.01 each in the capital of the Company
	upon the Capital Reorganisation becoming effective
“Peakhill Convertible Notes”	the convertible notes issued by the Company to
	Peakhill Investments Limited in the aggregate principal
	amount of HK$32,400,000 at a conversion price of
	HK$0.03 per Share (or HK$0.60 per New Share upon
	completion of the Capital Reorganisation), details of
	which were set out in the Company’s announcements
	dated 8 December 2004 and 7 March 2005
“Registrar”	Secretaries Limited, the Hong Kong branch share
	registrar of the Company
“SGM”	the special general meeting of the Company to be
	convened to consider and, if thought fit, to approve,
	among other things, the Capital Reorganisation
“Share Consolidation”	the proposed consolidation of the issued Shares on
	the basis of every twenty (20) issued Shares into one
	(1) Consolidated Share
“Shareholder(s)”	holder(s) of the Shares or the New Shares, as the case
	may be
“Shares”	existing shares of HK$0.01 each in the share capital of
	the Company before the Capital Reorganisation
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Underwritten Convertible	the convertible notes to be issued by the Company
Notes”	in the aggregate principal amount of HK$31,200,000
	at the conversion price of HK$0.03 per Share (or
	HK$0.60 per New Share upon completion of the
	Capital Reorganisation), details of which were set out
	in the Company’s announcements dated 6 January 2005
	and 7 March 2005
“HK$”	Hong Kong dollars
“%”	per cent.

– 2 –

EXPECTED TIMETABLE

The following expected timetable is dependent on the date of fulfillment of the relevant conditions to which the Capital Reorganisation is subject to. The timetable may be updated as and when the expected dates of fulfillment of such conditions are revised, and in such case the Company will issue an announcement to inform the Shareholders and the investing public accordingly.

2005 Despatch of circular and publication of notice of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .on or before Monday, 14 March Latest time for lodging the form of proxy for the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 4 April SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 6 April Effective date of the Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 7 April Original counter for trading in Shares in board lots of 10,000 Shares temporarily closes . . . . . . . . . . . . . . . . 9:30 a.m. on Thursday, 7 April Temporary counter for trading in New Shares in board lots of 500 New Shares (in the form of existing share certificates) opens . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Thursday, 7 April Original counter for trading in New Shares in board lots of 5,000 New Shares (in the form of new share certificates) re-opens . . . . . . . . . . . . . . . . . . . . . .9:30 a.m. on Thursday, 21 April Parallel trading in New Shares (in the form of existing and new share certificates) commences . . . . . . . .9:30 a.m. on Thursday, 21 April First day of operation of odd lot trading facility . . . . . . . . . . . . . . . . . . . . .Thursday, 21 April Parallel trading of New Shares (in the form of existing and new share certificates) ends . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 13 May Last day of operation of odd lot trading facility . . . . . . . . . . . . . . . . . . . . . . . . Friday, 13 May Temporary counter for trading in New Shares in board lots of 500 Shares (in the form of existing share certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 13 May Free exchange of new share certificates for the New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . from 9:30 a.m. on Thursday, 7 April to 4:00 p.m. on Friday, 20 May

All time and dates in this circular refer to Hong Kong time and dates.

– 3 –

RESPONSIBILITY STATEMENT

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

– 4 –

LETTER FROM THE BOARD

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PREMIUM LAND LIMITED （上海策略置地有限公司）[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 164)

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

Independent Non-executive Directors: Kan Kwok Shu Shum Ka Hei Pang Haiou Zuo Guang

Principal place of business in Hong Kong: Room 2906-8 Shui On Centre 6-8 Harbour Road Wanchai Hong Kong

Registered office: Clarendon House Church Street Hamilton HM 11 Bermuda 14 March 2005

To the Shareholders

Dear Sir or Madam,

PROPOSED CAPITAL REORGANISATION INVOLVING, INTER ALIA, SHARE CONSOLIDATION FOLLOWED BY CAPITAL REDUCTION AND CHANGE IN BOARD LOT SIZE

INTRODUCTION

The Board announced on 7 March 2005 that the Company proposes to effect the Capital Reorganisation involving, inter alia, the Share Consolidation followed by Capital Reduction and change in board lot size.

The purposes of this circular is to give you further information regarding, among other matters, details of the Capital Reorganisation and the change in board lot size, and to give you notice of the SGM for the purpose of seeking your approval of the Capital Reorganisation.

* for identification purposes only

– 5 –

LETTER FROM THE BOARD

CAPITAL REORGANISATION

The Directors propose to effect the Capital Reorganisation which will involve:

• (i) the Share Consolidation pursuant to which every twenty (20) issued Shares of HK$0.01 each in the issued share capital of the Company shall be consolidated into one (1) Consolidated Share of HK$0.20 each in the issued share capital of the Company; and

• (ii) the Capital Reduction under which the nominal value of all the Consolidated Shares shall be reduced from HK$0.20 each to HK$0.01 each by canceling HK$0.19 of the paid-up capital from each Consolidated Share such that the issued share capital of the Company will be reduced from an amount of HK$54,137,259.70 comprising 270,686,298 Consolidated Shares of HK$0.20 each to HK$2,706,862.98 comprising 270,686,298 New Shares of HK$0.01 each upon completion of the Capital Reduction.

As at the Latest Practicable Date, the authorised share capital of the Company is HK$150,000,000 comprising 15,000,000,000 Shares, of which 5,413,725,970 Shares have been issued and fully paid. Assuming no further Shares will be issued prior to the SGM, there will be 270,686,298 Consolidated Shares in issue immediately following the Share Consolidation and after the Capital Reduction, there will be 270,686,298 New Shares in issue.

Upon completion of the Capital Reorganisation, the authorised share capital of the Company will remain HK$150,000,000 but divided into 15,000,000,000 New Shares, comprising 270,686,298 issued New Shares and 14,729,313,702 unissued New Shares, upon completion of the Capital Reorganisation.

The Company intends to apply the credit balance of approximately HK$51.43 million that will arise as a result of the Capital Reduction to the contributed surplus account of the Company where it shall be utilised to set off part of the accumulated losses of the Company. The Capital Reorganisation will have no effect on the consolidated net assets, business operations, management or financial position of the Company and its subsidiaries or the interests of the Shareholders as a whole except for the payment of the expenses relating to the Capital Reorganisation.

The Capital Reorganisation is conditional on (i) the passing of a special resolution by the Shareholders at the SGM to approve the Capital Reorganisation; (ii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the New Shares arising from the Capital Reorganisation; and (iii) the publication of a notice in an appointed newspaper in Bermuda.

The New Shares will rank pari passu in all respects with each other and the Capital Reorganisation will not result in any change in the relative rights of the Shareholders. Fractional New Shares will not be issued by the Company to the Shareholders. Any fractional entitlement to the New Shares will be aggregated, sold and retained for the benefit of the Company.

– 6 –

LETTER FROM THE BOARD

CHANGE IN BOARD LOT SIZE

The Shares are currently traded in board lots of 10,000 Shares. To increase the value of each board lot after the Capital Reorganisation, the Board also proposes to change the board lot size to 5,000 New Shares following the Capital Reorganisation such that the value of each board lot from HK$390 (before the Capital Reorganisation) to HK$3,900 (after the Capital Reorganisation) based on the closing price of HK$0.039 per Share as quoted on the Stock Exchange as at the date of the Announcement and from HK$400 (before the Capital Reorganisation) to HK$4,000 (after the Capital Reorganisation) based on the closing price of HK$0.04 per Share as quoted the Stock Exchange as at the Latest Practicable Date.

ODD LOTS ARRANGEMENT

In order to facilitate the trading of odd lots of the New Shares arising from the Capital Reorganisation and the change in board lot size, the Company has procured an agent to arrange the sale and purchase of odd lots on behalf of the Shareholders. Holders of odd lots of New Shares who wish to take advantage of this trading facility to dispose of or top up odd lots should contact Ms. Rosita Kiu of Kingston Securities Limited at Suite 2801, 28th Floor, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong (telephone number: 2298-6215) during the period from Thursday, 21 April 2005 to Friday, 13 May 2005, both dates inclusive.

Shareholders should note that successful matching of the sale and purchase odd lots of the Shares is not guaranteed.

Shareholders are recommended to consult their licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser if they are not sure about the matching service described above.

REASONS FOR THE CAPITAL REORGANISATION AND CHANGE IN BOARD LOT SIZE

The proposed Share Consolidation will reduce the total number of Shares currently in issue, and along with the change in board lot size, the overall transaction costs for dealing in the New Shares will be reduced. Accordingly, the Board is of the view that the Share Consolidation together with the change in board lot size are beneficial to the Company and the Shareholders as a whole.

Under Bermuda law, a company may not issue shares at a discount to the nominal value of such shares. With a view to facilitating any capital raising when circumstances arise in the future, the Directors propose a change to the capital structure of the Company by way of the Capital Reduction. The Capital Reduction allows flexibility in pricing for any issue of New Shares in future if the Directors consider appropriate. However, the Directors currently have no intention to issue any Shares save for those Shares (or New Shares) to be issued upon exercise of the conversion rights attached to the Peakhill Convertible Notes, Underwritten Convertible Notes and Guaranteed Convertible Notes after the Capital Reorganisation becomes effective.

– 7 –

LETTER FROM THE BOARD

In addition, the Company had unaudited accumulated losses of approximately HK$1,002.33 million as at 30 September 2004 and an unaudited net asset of approximately HK$256.20 million as at 30 September 2004. The proposed Capital Reduction will allow the Company to set off the existing accumulated losses of the Company immediately by applying the credit balance of its contributed surplus account arising from the Capital Reduction against the accumulated losses. The Company has no contributed surplus as at the Latest Practicable Date.

Accordingly, the Board is of the view that the Capital Reorganisation and the change in board lot size are beneficial to the Company and the Shareholders as a whole.

EXCHANGE OF CERTIFICATE(S) FOR THE NEW SHARES

The new share certificates for the New Shares will be Green in colour in order to distinguish them from the existing share certificates which are Yellow in colour.

Upon the Capital Reorganisation becoming effective, the Shareholders can submit their existing certificates for the Shares in exchange for new certificates for the New Shares on the basis of twenty (20) Shares for one (1) New Share at the expense of the Company to the office of the Registrar, Secretaries Limited located at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, from 9:30 a.m. on Thursday, 7 April 2005 to 4:00 p.m. on Friday, 20 May 2005. Thereafter, existing certificates for the Shares will be accepted for exchange only on payment of a fee of HK$2.5 per each existing certificate or new certificate, whichever the higher number of certificates (or such higher amount as may from time to time be allowed by the Stock Exchange). It is expected that the new share certificates for the New Shares will be available for collection within a period of ten (10) business days after the submission of the existing certificates for the Share to the Registrar for exchange.

TRADING ARRANGEMENT FOR CONSOLIDATED SHARES

Subject to the Share Consolidation becoming effective, the arrangement for trading in the Consolidated Shares will be as follows:

• (a) from 9:30 a.m. on Thursday, 7 April 2005, the existing counter for trading in Shares in board lots of 10,000 Shares will be temporarily closed;

• (b) with effect from 9:30 a.m. on Thursday, 7 April 2005, a temporary counter for trading in New Shares in board lots of 500 New Shares, in the form of existing share certificates for the Shares, will be established, and every twenty (20) Shares will be deemed to represent one (1) New Share. Only existing share certificates for Shares (in Yellow colour) can be traded at this temporary counter;

– 8 –

LETTER FROM THE BOARD

• (c) with effect from 9:30 a.m. on Thursday, 21 April 2005, the existing counter will be re-opened for trading in the New Shares in board lots of 5,000 New Shares. Only share certificates for the New Shares (in Green colour) can be traded at this counter;

• (d) during the period from 9:30 a.m. on Thursday, 21 April 2005 to 4:00 p.m. on Friday, 13 May 2005 (both days inclusive), parallel trading will be permitted at the above two counters;

• (e) the temporary counter for trading in the existing share certificates in board lots of 500 New Shares will be removed after the close of trading at 4:00 p.m. on Friday, 13 May 2005; and

• (f) with effect from 9:30 a.m. on Tuesday, 17 May 2005 trading will only be done in New Shares in board lots of 5,000 New Shares (in the form of new share certificates in Green colour). Existing share certificates (in Yellow colour) will only be valid for delivery and settlement in respect of dealings for the period up to and including 4:00 p.m. on Friday, 13 May 2005 and thereafter will not be acceptable for trading, delivery and settlement purposes. However, existing certificates for the Shares (in Yellow colour) will continue to be good and valid evidence of legal title to the shares held in the Company on the basis of twenty (20) Shares for one (1) New Share and may be exchanged for new share certificates for the New Shares (in Green colour) at the Registrar at any time on payment of a prescribed fee.

– 9 –

LETTER FROM THE BOARD

ADJUSTMENT OF CONVERSION PRICES OF THE CONVERTIBLE NOTES

As at the Latest Practicable Date, there are no outstanding options, warrants, securities convertible or exchangeable into the Shares save for (i) the Peakhill Convertible Notes; (ii) the proposed issue of Underwritten Convertible Notes; and (iii) the proposed issue of Guaranteed Convertible Notes. Upon the Capital Reorganisation becoming effective, the conversion prices of the Peakhill Convertible Notes, Underwritten Convertible Notes and Guaranteed Convertible Notes will be adjusted as follows:

	Original conversion	New exercise price per
	price per Share and	New Share and number of
	number of Shares to be	New Shares to be
	converted upon exercise	converted upon exercise
	in full the rights attaching	in full the rights attaching
	to the following	to the following
	convertible notes	convertible notes
Peakhill Convertible Notes	1,080,000,000 Shares	54,000,000 New Shares
	exercisable at HK$0.03	exercisable at HK$0.60
	per Share	per New Share
Underwritten Convertible Notes	1,040,000,000 Shares	52,000,000 New Shares
	exercisable at HK$0.03	exercisable at HK$0.60
	per Share	per New Share
Guaranteed Convertible Notes	2,600,000,000 Shares	130,000,000 New Shares
	exercisable at HK$0.03	exercisable at HK$0.60
	per Share	per New Share

The adjustments in relation to the conversion prices of Peakhill Convertible Notes and Underwritten Convertible Notes has been certified by the Company’s auditors.

LISTING AND DEALINGS

Application has been made to the Listing Committee of the Stock Exchange for the granting of the listing of, and permission to deal in, the New Shares arising from the Capital Reorganisation.

Subject to the granting of the listing of, and permission to deal in, the New Shares on the Stock Exchange, the New Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of commencement of dealings in the New Shares on the Stock Exchange or such other date as determined by HKSCC. 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.

– 10 –

LETTER FROM THE BOARD

For those persons whose interests in the Company are currently held through CCASS, dealings in the New Shares are expected to be capable of settlement through CCASS with effect from the date of commencement of dealings in the New Shares on the Stock Exchange and without any need on the part of such persons to deposit the new share certificates in respect of the New Shares with HKSCC.

Dealings in the New Shares may be settled through CCASS. You should seek the advice of your licensed securities dealer or other professional adviser for details of those settlement arrangement and how such arrangement will affect your rights and interests.

SPECIAL GENERAL MEETING

A notice convening the SGM to be held at Room B, 1/F, Harbour View International House, 4 Harbour Road, Wanchai, Hong Kong on Wednesday, 6 April 2005 at 9:00 a.m. is set out on pages 13 to 14 of this circular.

A form of proxy for use at the SGM is enclosed. If you do not intend to attend the SGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof to the Registrar. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjourned meeting should you so wish. No Shareholder is required to abstain from voting at the SGM.

PROCEDURE BY WHICH A POLL MAY BE DEMANDED

Pursuant to bye-law 66 of the bye-laws of the Company, at any general meeting a resolution put to vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded by:

• (i) the chairman of such meeting; or

• (ii) at least three members present in person or by proxy for the time being entitled to vote at the meeting; or

• (iii) a member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all members having the right to vote at the meeting; or

• (iv) a member or members present in person or by proxy and holding Shares conferring a right to vote at the meeting being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the Shares conferring that right.

– 11 –

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the Capital Reorganisation is in the interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders vote in favour of the resolution relating thereto as set out in the notice of SGM. The Directors intend to do so in respect of their own beneficial holdings.

By order of the Board Premium Land Limited Dong Bo, Frederic Director

– 12 –

NOTICE OF SPECIAL GENERAL MEETING

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PREMIUM LAND LIMITED （上海策略置地有限公司）[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 164)

NOTICE IS HEREBY GIVEN that a special general meeting of Premium Land Limited (“Company”) will be held at Room B, 1/F, Harbour View International House, 4 Harbour Road, Wanchai, Hong Kong on Wednesday, 6 April 2005 at 9:00 a.m. for the purpose of considering and, if thought fit, with or without modification, passing the following special resolution:

SPECIAL RESOLUTION

1. “ THAT , conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, shares of HK$0.01 each in the issued share capital of the Company upon the Capital Reorganisation (as defined below) becoming effective, with effect from 9:30 a.m. on the next business day in Hong Kong (other than a Saturday) immediately after the day on which this resolution is passed (the “Effective Date”):

2. (a) every twenty (20) issued shares of HK$0.01 each in the share capital of the Company be consolidated into one (1) issued share of HK$0.20 each (the “Consolidated Share”) in the share capital of the Company (the “Share Consolidation”) and the directors of the Company (“Directors”) be and are hereby authorised to aggregate and sell any fractions of Consolidated Shares arising for the benefit of the Company;

3. (b) the issued share capital of the Company be reduced by canceling paid-up capital to the extent of HK$0.19 on each Consolidated Share (the “Capital Reduction”) in issue on the Effective Date so that each Consolidated Share shall be treated as one fully-paid up share of HK$0.01 each in the capital of the Company (the “Reduced Share”) and any liability of the holders of Reduced Shares to make any further contribution to the capital of the Company on each such Reduced Share shall be treated as satisfied;

4. (c) the entire credit amount (the “Credit Amount”) arising from the Capital Reduction be applied to the contributed surplus account of the Company where it shall be utilised in accordance with the bye-laws of the Company and all applicable laws, including to set off the accumulated losses account of the Company as at the Effective Date (the “Application of Credit”); and

* for identification purposes only

– 13 –

NOTICE OF SPECIAL GENERAL MEETING

• (d) the Directors be and are hereby authorised generally to do all such acts, deeds and things as they may consider necessary or appropriate to effect and implement the Share Consolidation, the Capital Reduction and the Application of Credit (collectively the “Capital Reorganisation”).”

By order of the Board Premium Land Limited Dong Bo, Frederic Director

Hong Kong, 14 March 2005

Registered office: Principal place of business in Hong Kong: Clarendon House Room 2906-8 Church Street Shui On Centre Hamilton HM 11 6-8 Harbour Road Bermuda Wanchai Hong Kong

As at the date hereof, the executive Directors are Mr. Dong Bo, Frederic and Mr. Lau Man Tak. The independent non-executive Directors are Mr. Kan Kwok Shu, Mr. Shum Ka Hei, Mr. Pang Haiou and Mr. Zuo Guang.

Notes:

1. Any member of the Company entitled to attend and to vote at the meeting is entitled to appoint one or more proxies, if holding two or more shares, to attend and to vote in his stead. A proxy need not be a member of the Company.

2. A form of proxy for use at the meeting is enclosed. To be valid, the proxy form duly completed and signed in accordance with the instructions printed thereon, together with any power of attorney or other authority (if any) under which it is signed, or a certified copy of that power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Secretaries Limited, at G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible and in any event, not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

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