WH Group Limited — Share Issue/Capital Change 2001

Jul 30, 2001

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

PREMIUM LAND LIMITED

(Incorporated in Bermuda with limited liability)
(formerly known as Sing Pao Media Group Limited)

PLACING OF NEW SHARES

Placing Agents

Business Securities Limited,

Kingsway SW Securities Limited

and CU Securities Limited

On 27 July, 2001, the Placing Agents have agreed to place, on a several and underwritten basis, 62 million new Shares at a price of HK$1.10 per Share. The 62 million new Shares represent approximately 19.81% of the existing issued share capital of the Company and approximately 16.54% of the issued share capital of the Company enlarged by the Placing.

The Placing Shares will be placed by the Placing Agents to more than six independent professional, institutional and/or individual investors.

The Company intends to use the estimated net proceeds of the Placing of approximately HK$66.5 million for the Company's working capital for future expansion in property investment and development and in securities trading and investment.

PLACING AGREEMENT DATED 27 JULY 2001

Issuer:

The Company.

Placing agents:

Business Securities Limited, Kingsway SW Securities Limited and CU Securities Limited.

The Placing is arranged by the Placing Agents. In consideration of the services of the Placing Agents in relation to the Placing and provided that completion of the Placing takes place in accordance to the Placing Agreement, the Company shall pay to the Placing Agents commission of 1 per cent. of the amount equal to Placing Price multiplied by the number of Placing Shares.

Number of Shares to be placed:

62 million new Shares, representing approximately 19.81% of the existing issued share capital of the Company and approximately 16.54% of the issued share capital of the Company as enlarged by the Placing.

Placement to:

More than six independent professional, institutional and/or individual investors to be procured by the Placing Agents.

Placing price:

HK$1.10 per Share, representing a premium of approximately 0.9% to the closing price of HK$1.09 of the Shares as quoted on the Stock Exchange on the date of this announcement and also representing a premium of approximately 0.9% to the average closing price of HK$1.09 of the Shares as quoted on the Stock Exchange for the last 10 trading days up to and including the date of this announcement. The Placing Price is determined after arm's length negotiation between the Company and the Placing Agents and the Board considers that the Placing Price is fair and reasonable.

Rights:

The Placing Shares are sold free from any lien, charge, encumbrance or third-party right and will receive all rights, dividends and distributions declared, paid or made in respect thereof on or after the date of completion of the Placing Agreement. The Placing Shares shall rank equally in all respects with all other Shares in issue.

Independence of the Placing Agents and the placees:

The Placing Agents (other than Kingsway SW Securities Limited) and the placees to be procured by them are independent of and not acting in concert (as defined under the Code) with Capital Strategic Investment Limited, Upland Profits Limited, the offeror in respect of the Offer or any parties acting in concert with any of them. They are also independent of and not connected with the directors, chief executive or substantial shareholders of the Company or its subsidiaries or any of their respective associates (as defined in the Listing Rules). Kingsway SW Securities Limited has made the Offer on behalf of Upland Profits Limited to acquire all the issued Shares (other than those already owned by Upland Profits Limited or parties acting in concert with it). The placees are independent professional, institutional and/or individual investors.

Conditions of the Placing:

Completion of the Placing is conditional upon:

(1) close of the Offer;

(2) the Listing Committee of the Stock Exchange granting or agreeing to grant the listing of and permission to deal in the Placing Shares;

(3) (if necessary) the Bermuda Monetary Authority consenting to the issue of the Placing Shares; and

(4) (if necessary) the Company obtaining all consents required to be obtained by any regulatory authority in connection with the Placing.

If the conditions cannot be fulfilled on or before 30 September 2001, the Placing Agreement shall terminate.

Completion of the Placing:

On a date within 14 business days following the satisfaction of all conditions or such other date as the Company and the Placing Agents may agree in writing.

Mandate to issue the new Shares:

The Placing Shares are to be issued under the general mandate granted to the directors of the Company pursuant to the resolution of the shareholders passed at the special general meeting of the Company held on 2 April 2001.

The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Placing Shares.

Consent from Upland Profits Limited:

As Upland Profits Limited has given the Company its consent to the Placing, the Placing should not constitute a frustrating action under the Code.

Changes to the shareholding as a result of the Placing:

The shareholding structure of the Company, after close of the Offer and the Placing, will be approximately as follows (assuming no person accepts the Offer):

	Immediately before close of the Offer and the Placing	Immediately after close of the Offer and the Placing
Upland Profits Limited	60% being 187,768,316 Shares	50.08% being 187,768,316 Shares
Public	40% being 125,178,878 Shares	49.92% being 187,178,878 Shares

PRINCIPAL ACTIVITIES

The Group are principally engaged in properties investment and development and securities trading and investment.

REASON FOR THE PLACING AND USE OF PROCEEDS OF THE SUBSCRIPTION

The Board considers the Placing represents an opportunity to raise capital for the Company and broadens the shareholder base and the capital base of the Company. The Company intends to use the estimated net proceeds of the Placing of approximately HK$66.5 million for future expansion in its main business of properties investment and development and in securities trading and investment. The Board believes that the Asian economies are on a sustainable recovery trend and there are renewed interests in the property markets across Asia. The Board also believes that the Placing will strongly strengthen the cash resources of the Group thereby enabling the Group to deploy sufficient resources for projects with high strategic value and effective return to the Group as a whole. Presently, the Group has not yet identified any of such investments. The Group will comply with the applicable listing rules if such opportunities arise.

DEFINITIONS

As used in this announcement, the following words and phrases have the same meanings assigned:

“Board”	the board of directors of the Company
“Code”	the Hong Kong Code on Takeovers and Mergers
“Company”	Premium Land Limited, a company incorporated in Bermuda with limited liability and the securities of which are listed on the Stock Exchange
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“Offer”	the unconditional cash offer by Kingsway SW Securities Limited on behalf of Upland Profits Limited to acquire all the issued Shares (other than those already owned by Upland Profits Limited or parties acting in concert with it) subject to the terms of the offer document issued by Upland Profits Limited dated 11 July 2001
“Placing”	the placement of the Placing Shares to more than six independent investors at the Placing Price
“Placing Agents”	Business Securities Limited, Kingsway SW Securities Limited and CU Securities Limited.
“Placing Agreement”	the placing agreement dated 27 July 2001 between the Company and the Placing Agents in respect of the Placing
“Placing Price”	the placing price of HK$1.10 per Placing Share
“Placing Shares”	62 million new Shares
“PRC”	the People's Republic of China
“Shares”	ordinary shares of HK$0.05 each in the share capital of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollars

By Order of the Board
Premium Land Limited
Ma Wai Man, CatherineExecutive DirectorHong Kong, 27 July 2001

The directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge and belief, opinions expressed in this announcement have been arrived at after due and careful consideration and that there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.