10:23 TIAN AN<00028> - Announcement (5) As at the date of this announcement, the Board comprises Mr. Patrick Lee Seng Wei (Chairman), Mr. Ng Qing Hai (Managing Director), Mr. Ma Sun, Mr. Edwin Lo King Yau and Mr. Li Chi Kong being the Executive Directors, Mr. Moses Cheng Mo Chi and Miss Lisa Yang Lai Sum being the Non-Executive Directors, and Mr. Francis J. Chang Chu Fai, Mr. Goodwin Gaw, Mr. Ngai Wah Sang and Mr. Xu Su Jing being the Independent Non-Executive Directors. DEFINITIONS "Board" the board of Directors "Building" the building named Tian An Centre (*) situated at No. 338 Nanjing Road West, Shanghai, PRC where the 1st PRC Property and the 2nd PRC Property are situated "Company" Tian An China Investments Company Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Stock Exchange (Stock Code: 28) "Directors" the directors of the Company "Encumbrance" any mortgage, charge, pledge, lien, hypothecation, equities, adverse claims, restrictions, pre-emption rights or other encumbrance, priority or security interest or other rights of whatsoever nature or interest or any agreement for any of the same "Group" the Company and its subsidiaries "Hing Yip" Hing Yip Holdings Limited, a company incorporated in the British Virgin Islands with limited liability and is an indirect wholly-owned subsidiary of the Company "Hong Kong" the Hong Kong Special Administrative Region of the PRC "HY Sale and Purchase Agreement" the sale and purchase agreement dated 30th December, 2004 entered into between Shine Star as the vendor, SHKI as the purchaser and Hing Yip as the subject company "HY Shareholder's Loan" an aggregate amount in the sum of HK$10,172,709 due from Hing Yip to Shine Star as at 23rd December, 2004 which is outstanding on an unsecured interest-free loan account repayable on demand and free from all Encumbrance "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "percentage ratios" has the meaning as ascribed to it under the Listing Rules "PRC" People's Republic of China "PRC JV Partner" an independent PRC joint venture partner of the Company in the development of the Building, who owns 2% interest in Shanghai Tian An "1st PRC Property" Rooms 1901-1903 on the 19th Floor of the Building with total gross floor areas of approximately 513.48 square metres "2nd PRC Property" Rooms 1101-1109 on the 11th Floor of the Building with total gross floor areas of approximately 1,359.54 square metres "Sale and Purchase Agreements" the HY Sale and Purchase Agreement and the SH Sale and Purchase Agreement "Shanghai Tian An" Shanghai Tian An Centre Building Co., Ltd. (*), a sino-foreign equity joint venture established under the laws of the PRC and principally engaged in property development in the PRC for which, together with the PRC JV Partner, the developer of the Building, and a 98% indirect non wholly-owned subsidiary of the Company "SH Sale and Purchase Agreement" the sale and purchase agreement dated 19th January, 2005 entered into between Shine Star as the vendor, SHKI as the purchaser and Sing Hing as the subject company "SH Shareholder's Loan" an aggregate amount in the sum of HK$26,934,275 due from Sing Hing to Shine Star as at 18th January, 2005 which is outstanding on an unsecured interest-free loan account repayable on demand and free from all Encumbrance "Shareholders" the shareholders of the Company "Shine Star" Shine Star Properties Limited, a company incorporated in