WH Group Limited — Share Issue/Capital Change 2002

Apr 3, 2002

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)

PROPOSED CHANGE IN BOARD LOT SIZE AND

SUB-DIVISION OF EXISTING SHARES

The Directors of the Company wish to announce the trading arrangement in relation to the proposed sub-division of shares in the Company and the change in board lot size for trading in the sub-divided shares to 10,000 shares following the proposed sub-division.

The directors (the "Directors") of Premium Land Limited (the "Company") refer to the announcement of the Company dated 21st March 2002 (the "Announcement"). Terms used in this announcement have the same meanings as defined in the Announcement unless the context otherwise requires.

PROPOSED CHANGE IN BOARD LOT SIZE

The Directors wish to announce that, after due consideration to the interest of the investors of the Company, the board lot size for trading in the Sub-Divided Shares of the Company following the Sub-division will be changed from 2,000 Shares to 10,000 Sub-divided Shares. Despite the increase in board lot size, the Directors believe that with a lower price per share following the Sub-division, the market circulation of the shares of the Company will still be enhanced.

EXPECTED TIMETABLE

Further to the Announcement, the Directors wish to announce that the expected timetable for the proposed Sub-division is as follows :

2002

Latest time for return of form of proxy in respect

of the special general meeting 9:00 a.m. on 22nd April

Special general meeting 9:00 a.m. on 24th April

Dealings in Sub-divided Shares commence 10:00 a.m. on 25th April

Original counter for trading in existing Shares

in board lots of 2,000 Shares temporarily closes 10:00 a.m. on 25th April

Temporary counter for trading in board lots of 10,000

Sub-divided Shares (in the form of existing Share certificates)

opens 10:00 a.m. on 25th April

First day of free exchange of existing Share certificates

for new certificates for the Sub-divided Shares 25th April

Original counter for trading in new board lots of 10,000

Sub-divided Shares (in the form of new share certificates) reopens 10:00 a.m. on 10th May

Parallel trading in Sub-divided Shares (in the form of new certificates

for Sub-divided Shares and existing Share certificates) commences 10:00 a.m. on 10th May

Parallel trading in Sub-divided Shares (in the form of new certificates

for Sub-divided Shares and existing Share certificates) ends 4:00 p.m. on 3rd June

Temporary counter for trading in board lots of 10,000

Sub-divided Shares (in the form of existing Share certificates) closes 4:00 p.m. on 3rd June

Last day for free exchange of existing Share certificates

for new certificates for the Sub-divided Shares 4:00 p.m. on 6th June

SHARE CERTIFICATES

Pursuant to the Sub-division, each existing share certificate (which is printed in pink colour) for any number of Shares in issue immediately before the Sub-division becoming effective will upon the Sub-division becoming effective be deemed to be a share certificate, and be effective as document of title, for 5 times of that number of Sub-divided Shares.

Subject to the approval of the Sub-division by the Company's shareholders at the special general meeting, existing share certificates may be lodged with the Company' branch registrar in Hong Kong, Secretaries Limited at 5th Floor, Wing On Centre, 111 Connaught Road, Central, Hong Kong (the "Registrar") in exchange for new share certificates for the Sub-divided Shares at any time on or after 25th April 2002. Shareholders of the Company should note that unless the relevant existing share certificate are lodged with the Registrar by 4:00 p.m. on Thursday, 6th June, a charge of HK$2.50 times the higher of the number of new share certificates issued for the Sub-divided Shares or the number of share certificates cancelled for the existing Shares will be made. New share certificate for the Sub-divided Shares will be issued in the colour of yellow to distinguish from the existing share certificate for the Shares which is in the colour of pink.

GENERAL

A circular containing, among other things, details of the trading arrangements in relation to the Sub-divided Shares and a notice convening the special general meeting to approve, among other things, the Sub-division will be despatched to the shareholders of the Company on or before 8th April 2002.

An application has been made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Sub-divided Shares in issue upon the Sub-division becoming effective, any Sub-divided Shares which may fall to be issued pursuant to the exercise of options granted or to be granted under the existing share option scheme and the proposed new share option scheme.

By Order of the Board

Premium Land Limited

Dong Bo, Frederic

Chairman

Hong Kong, 3rd April 2002

"Please also refer to the published version of this announcement in the i-Mail"