WH Group Limited — Proxy Solicitation & Information Statement 2007

Dec 13, 2007

PREMIUM LAND LIMITED （上海策略置地有限公司）[*]

(incorporated in Bermuda with limited liability)

(Stock Code: 164)

NOTICE OF SPECIAL GENERAL MEETING

Notice is hereby given that a special general meeting (the “ SGM ”) of Premium Land Limited (the “ Company ”) will be held at Unit 3411, 34/F, COSCO Tower, Grand Millennium Plaza, 183 Queen’s Road Central, Hong Kong at 10:00 a.m. on Monday, 31 December 2007 for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

• (a) the acquisition agreement (the “ Acquisition Agreement ”) dated 24 October 2007 and entered into between Silver Wind International Limited as purchaser and Stronway Development Limited as vendor (a copy of which has been produced at the SGM and marked “A” and signed by the chairman of the SGM for the purposes of identification) relating to, among other matters, the acquisition contemplated under the Acquisition Agreement (the “ Acquisition ”) and the transactions contemplated therein be and are hereby approved, ratified and confirmed; and

• For identification purposes only

• (b) any one or more of the directors (the “ Directors ”) of the Company be and is/are hereby authorized to do all such acts and things and execute all such documents which he/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Acquisition Agreement and the transactions contemplated thereunder.”

By Order of the Board of PREMIUM LAND LIMITED HO, Chi Ho Executive Director

Hong Kong, 14 December 2007

Notes:

• (1) A member entitled to attend and vote at the meeting is entitled to appoint one or more proxy, if holding two or more shares, to attend and vote instead of him. A proxy need not be a member of the Company.

• (2) In order to be valid, the form of proxy must be deposited with the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited, at 26/F Tesbury Centre, 28 Queen’s Road East, Hong Kong together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of that power or authority, not less than 48 hours before the time appointed for holding the meeting or adjournment thereof.

• (3) The directors of the Company as at the date of this notice are:

Executive Directors:

Mr Ma Kwok Hung, Warren

Mr Ho Chi Ho

Non-executive Director:

Mr Chow Siu Ngor

Independent Non-executive Directors:

Mr Wong Hoi Kuen, Edmund Mr Chan Chi Yuen Mr Tsang Kwong Chiu, Kevin