10:22     TIAN AN<00028> - Announcement (4)                                   

    LISTING RULES IMPLICATIONS OF THE SALE AND PURCHASE AGREEMENTS            
                                                                              
    The principal business of SHKI is investment holding. Since SHKI is a     
    direct wholly-owned subsidiary of SHK, a Substantial Shareholder which    
    holds an aggregate interest of approximately 48.6% directly and           
    indirectly in the issued share capital of the Company, it is a            
    connected person of the Company. As a result, the Sale and Purchase       
    Agreements constitute connected transactions of the Company.              
                                                                              
    Since the parties did not contemplate the SH Sale and Purchase            
    Agreement when the HY Sale and Purchase Agreement was entered into, the   
    Directors did not intend that the HY Sale and Purchase Agreement will     
    be subject to the independent Shareholders' approval requirements under   
    the Listing Rules. As a result, there is no condition in the HY Sale      
    and Purchase Agreement that it is subject to the independent              
    Shareholders' approval requirement.                                       
                                                                              
    In view of the foregoing and as a matter of commercial decision of the    
    Company, the Company will sell the 1st PRC Property irrespective of the   
    outcome of the Shareholders' meeting in relation to the 2nd PRC           
    Property.                                                                 
                                                                              
    As the applicable percentage ratios of the HY Sale and Purchase           
    Agreement are more than 0.1% but less than 2.5%, under Rule 14A.32(1)     
    of the Listing Rules, it is only subject to reporting and announcement    
    requirements and is exempt from the independent shareholders' approval    
    requirement. Details of the HY Sale and Purchase Agreement will be        
    included in the Company's next published annual report and accounts in    
    accordance with Rule 14A.45 of the Listing Rules.                         
                                                                              
    When the considerations receivable by the Company under the HY Sale and   
    Purchase Agreement and the SH Sale and Purchase Agreement are being       
    aggregated under Rules 14A.25 and 14A.26 of the Listing Rules, the        
    entering of the SH Sale and Purchase Agreement is subject to the          
    reporting, announcement and independent Shareholders' approval            
    requirements under the Listing Rules.                                     
                                                                              
    Apart from SHK and its associates, no other Shareholder is interested     
    in the Sale and Purchase Agreements and is required to refrain from       
    voting in Shareholders' meeting accordingly                               
                                                                              
    The Company has formed an independent board committee comprising all      
    the Independent Non-Executive Directors to advise the independent         
    Shareholders on whether the SH Sale and Purchase Agreement is fair and    
    reasonable. An independent financial adviser will be appointed to         
    advise the independent board committee and the independent Shareholders   
    on the terms of the SH Sale and Purchase Agreement.                       
                                                                              
    A circular containing, among other things, details of the Sale and        
    Purchase Agreements, the recommendation from the independent board        
    committee in relation to the SH Sale and Purchase Agreement and the       
    opinion from the independent financial adviser would be despatched to     
    the Shareholders within 21 days after the publication of this             
    announcement. A notice to hold an extraordinary general meeting for       
    approval of the SH Sale and Purchase Agreement will be despatched to      
    the Shareholders together with the circular as soon as possible.          
                                                                              
    REASON FOR THE CONNECTED TRANSACTIONS                                     
                                                                              
    The principal business of the Group includes the marketing and sale of    
    properties in the PRC. The Directors consider that the sale of Hing Yip   
    and Sing Hing and hence the 1st PRC Property and 2nd PRC Property         
    respectively by Shine Star at the given considerations will provide a     
    reasonable return on investment to the Group.                             
                                                                              
    The Directors consider that the terms and conditions of the HY Sale and   
    Purchase Agreement are fair, reasonable and on normal commercial terms    
    and are in the interests of the Group and the Shareholders as a whole.    
    The Directors (excluding the Independent Non-Executive Directors and      
    the independent board committee who will obtain advice from the           
    independent financial adviser to be appointed) consider that the terms    
    and conditions of the SH Sale and Purchase Agreement are fair,            
    reasonable and on normal commercial terms and are in the interests of     
    the Group and the Shareholders as a whole.                                
                                                                              
    GENERAL INFORMATION                                                       
                                                                              
    The Group is principally engaged in property development and              
    investment, hotel operation, the provision of hotel and property          
    management and agency services, investment holding and the sale of        
    construction materials. The principal business of SHKI is investment      
    holding.