09:32     TIAN AN<00028> - Announcement (1)                                   

    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.                   
                                                                              
    TIAN AN CHINA INVESTMENTS COMPANY LIMITED                                 
    (Incorporated in Hong Kong with limited liability)                        
    (Stock Code: 28)                                                          
                                                                              
    ANNOUNCEMENT                                                              
    CONNECTED TRANSACTIONS                                                    
                                                                              
    On 22nd February, 2005, TA Shanghai entered into two acquisition          
    agreements respectively with Changfa and Jianye, pursuant to which each   
    of Changfa and Jianye agreed to sell and TA Shanghai agreed to purchase   
    from each of them a 20% interest in the registered capital of Tiandu at   
    the considerations of RMB10,209,600 (equivalent to approximately          
    HK$9,631,700) and RMB10,209,600 (equivalent to approximately              
    HK$9,631,700) payable to Changfa and Jianye respectively.                 
                                                                              
    Tiandu is a sino-foreign equity joint venture established in the PRC      
    principally engaging in property development and investment. Currently,   
    Tiandu is owned as to 60%, 20% and 20% by TA Shanghai, Changfa and        
    Jianye respectively. Upon completion of the acquisitions contemplated     
    under the Acquisition Agreements, Tiandu shall become a wholly owned      
    subsidiary of the Company.                                                
                                                                              
    Since Changfa and Jianye, each holding a 20% interest in the registered   
    capital of Tiandu, are Substantial Shareholders of Tiandu, Changfa and    
    Jianye are connected persons of the Company. As a result, the             
    acquisitions under the Acquisition Agreements constitute connected        
    transactions of the Company under the Listing Rules and are therefore     
    subject to Shareholders' approval under Rule 14A.18 of the Listing        
    Rules. A circular containing details of the Acquisition Agreements, the   
    letter of advice from the independent financial adviser, the              
    recommendation of the Independent Board Committee to the Shareholders,    
    together with a notice to convene the EGM, will be despatched to the      
    Shareholders, as soon as possible.                                        
                                                                              
                                                                              
    THE CHANGFA ACQUISITION AGREEMENT DATED 22nd February, 2005               
                                                                              
    On 22nd February, 2005, an agreement was entered into between Changfa     
    and TA Shanghai, pursuant to which Changfa agreed to sell and TA          
    Shanghai agreed to purchase a 20% interest in the registered capital of   
    Tiandu at a total consideration of RMB10,209,600 (equivalent to           
    approximately HK$9,631,700).                                              
                                                                              
    1.  Parties to the Changfa Acquisition Agreement                          
                                                                              
    (a)  the vendor:   Changfa                                                
                                                                              
    (b)  the purchaser:   TA Shanghai                                         
                                                                              
    2.  Consideration and payment terms                                       
                                                                              
    The total consideration payable by TA Shanghai under the Changfa          
    Acquisition Agreement is RMB10,209,600 (equivalent to approximately       
    HK$9,631,700) which will be satisfied in the following manner:            
                                                                              
    (a)  as to RMB1,020,000 (equivalent to approximately HK$962,300)          
    payable by TA Shanghai in cash to Changfa within 10 days after the        
    signing of the Changfa Acquisition Agreement; and                         
                                                                              
    (b)  as to the remaining RMB9,189,600 (equivalent to approximately        
    HK$8,669,400) payable by TA Shanghai in cash to Changfa upon completion   
    of the Changfa Acquisition Agreement.                                     
                                                                              
    The total consideration of RMB10,209,600 (equivalent to approximately     
    HK$9,631,700) for the acquisition under the Changfa Acquisition           
    Agreement has been arrived at after arm's length negotiation between      
    the parties to the Changfa Acquisition Agreement and with reference to    
    the initial subscription cost incurred by Changfa. According to the net   
    asset value as stated in the management accounts of Tiandu as at 31st     
    December, 2004, the 20% interest of Changfa in Tiandu is equivalent to    
    RMB32,466,400 (equivalent to HK$30,628,700). The total consideration of   
    RMB10,209,600 payable by the Group to Changfa under the Changfa           
    Acquisition Agreement represent 100% of the portion of registered         
    capital (RMB10,209,600 (equivalent to approximately HK$9,631,700))        
    contributed by Changfa into Tiandu representing its 20% interest in       
    Tiandu and approximately 31% of the net asset value shared by Changfa     
    (as at 31st December, 2004). The acquisition under the Changfa            
    Acquisition Agreement will be financed by the internally generated