WH Group Limited — Share Issue/Capital Change 2002

Mar 20, 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)

Change of CHINESE NAME OF THE company

and proposal for THE sub-division of shares

and adoption of new share option scheme

The Company has on 20th March, 2002 changed its Chinese name from "策略置地有限公司" to "上海策略置地有限公司" with effect from 20th March, 2002. The Chinese name of the Company will be used for identification purposes only. Trading of the shares in the Company on the Stock Exchange of Hong Kong Limited under the new Chinese stock short name of "上海策略置地" will become effective from 10:00 a.m. on Friday, 22nd March, 2002 whereas the English stock short name will remain unchanged.

The Company is proposing to sub-divide its shares of nominal value HK$0.05 each into shares of HK$0.01 each and to adopt a new share option scheme. Further announcement will be made to inform the shareholders of the Company and the public of the proposed timetable for the trading arrangement in relation to the share sub-division.

A circular containing the details of the proposed share sub-division and adoption of the new share option scheme will be despatched to the shareholders of the Company as soon as possible.

Change of Chinese name of the Company

The directors (the "Directors") of Premium Land Limited (the "Company") wish to announce that, in order to better reflect the geographic orientation of the business of the Company following the completion of the sale and purchase agreement dated 4th January, 2002 entered into by Super Target Limited (a wholly-owned subsidiary of the Company), the name of the Company has been changed from "Premium Land Limited (策略置地有限公司)" to "Premium Land Limited (上海策略置地有限公司)" with effect from 20th March, 2002. The Chinese name of the Company will be used for identification purposes only.

Trading of the shares in the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") under the new Chinese stock short name of "上海策略置地" will become effective from 10:00 a.m. on Friday, 22nd March, 2002 whereas the English stock short name will remain unchanged.

Proposed Share sub-division

Reason for the Sub-division

The Directors also wish to announce that, in order to enhance the market circulation of the shares of the Company, a proposal has been put forward by the Directors to sub-divide each of the existing issued and unissued shares of nominal value HK$0.05 each in the share capital of the Company (the "Shares") into five shares of HK$0.01 each (the "Sub-division"). The Sub-division is subject to approval by shareholders of the Company at a special general meeting of the Company.

As at the date of this announcement, the authorised share capital of the Company is HK$150,000,000 divided into 3,000,000,000 Shares, of which 449,927,194 Shares are in issue. Immediately upon the completion of the Sub-division, 2,249,635,970 shares of HK$0.01 each (the "Sub-divided Shares") will be in issue, and the authorised share capital of the Company shall be HK$150,000,000 divided into 15,000,000,000 shares.

The Sub-divided Shares will be traded in board lots of 2,000 Sub-divided Shares, which is the same as the size of the present board lots. The Sub-divided Shares will rank equally in all respects with each other and the Sub-division will not result in any change in the relative rights of the shareholders of the Company. Further announcement will be made to inform the shareholders of the Company and the public of the proposed timetable for the trading arrangement in relation to the Sub-division.

Conditions for the Sub-division

The Sub-division will be conditional upon the following conditions being fulfilled:-

(i) the passing of an ordinary resolution by the shareholders of the Company at a special general meeting approving the Sub-division; and

(ii) the Listing Committee of the Stock Exchange granting or agreeing to grant listing of and permission to deal in the Sub-divided Shares.

Application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Sub-divided Shares.

Effect of the Sub-division

The implementation of the Sub-division will not, of itself, alter the underlying assets, business operations, management or financial position of the Company. The Directors believe that the Sub-division will not have a material adverse effect on the financial and trading position of the Company and its subsidiaries.

Proposed Adoption of new share option scheme

The Company also proposes to adopt a new share option scheme, which will comply with the new provisions of Chapter 17 of the Rules Governing the Listing of Securities on the Stock Exchange, to replace the existing shares option scheme of the Company, which was adopted on 9th April, 2001.

The adoption of the new share option scheme will be conditional upon the following conditions being fulfilled:-

(i) the passing of an ordinary resolution by the shareholders of the Company at a special general meeting approving the adoption of the new share option scheme; and

(ii) the Listing Committee of the Stock Exchange approving the listing of and permission to deal in any shares of the Company which may fall to be issued upon exercise of any options granted under the new share option scheme.

General

The Company and its subsidiaries are principally engaged in the business of property development, property rental, and securities trading and investment business.

A circular setting out details of the Sub-division (including details regarding the arrangements for the trading and exchange of the certificates for the Shares and the Sub-divided Shares upon and following the date on which the Sub-division takes effect) and the adoption of the new share option scheme, and a notice convening a special general meeting of the Company to approve the same, will be despatched to shareholders of the Company as soon as practicable.

By Order of the Board

Premium Land Limited

Dong Bo

Chairman

Hong Kong, 20th March, 2002

"Please also refer to the published version of this announcement in the Hong Kong i-mail"