09:33     TIAN AN<00028> - Announcement (2)                                   

    funds of the Group.                                                       
                                                                              
    3.  Completion                                                            
                                                                              
    Completion is conditional upon, among others, Shareholders' approval of   
    the Changfa Acquisition Agreement at the EGM. The relevant registration   
    procedures of the share transfer and change of shareholder particulars    
    of Tiandu with the relevant PRC authorities shall commence immediately    
    after the signing of the Changfa Acquisition Agreement. Completion of     
    the acquisition under the Changfa Acquisition Agreement will take place   
    within one week after (i) the conditions set out in the Changfa           
    Acquisition Agreement are fulfilled or waived or (ii) the issuance of     
    the notice of acceptance of registration in respect of the transfer by    
    the Administration of Industry and Commerce in the PRC; whichever is      
    later. The Changfa Acquisition Agreement does not specify any long stop   
    dates for the fulfilment of the conditions.                               
                                                                              
    THE JIANYE ACQUISITION AGREEMENT DATED 22nd February, 2005                
                                                                              
    On 22nd February, 2005, an agreement was entered into between Jianye      
    and TA Shanghai, pursuant to which Jianye 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 Jianye Acquisition Agreement                          
                                                                              
    (a)  the vendor:   Jianye                                                 
                                                                              
    (b)   the purchaser:   TA Shanghai                                        
                                                                              
    2.   Consideration and payment terms                                      
                                                                              
    The total consideration payable by TA Shanghai under the Jianye           
    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 Jianye within 10 days after the         
    signing of the Jianye 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 Jianye upon completion    
    of the Jianye Acquisition Agreement.                                      
                                                                              
    The total consideration of RMB10,209,600 (equivalent to approximately     
    HK$9,631,700) for the acquisition under the Jianye Acquisition            
    Agreement has been arrived at after arm's length negotiation between      
    the parties to the Jianye Acquisition Agreement and with reference to     
    the initial subscription cost incurred by Jianye. According to the net    
    asset value as stated in the management accounts of Tiandu as at 31st     
    December, 2004, the 20% interest of Jianye 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 Jianye under the Jianye             
    Acquisition Agreement represent 100% of the portion of registered         
    capital (RMB10,209,600 (equivalent to approximately HK$9,631,700))        
    contributed by Jianye into Tiandu representing its 20% interest in        
    Tiandu and approximately 31% of the net asset value shared by Jianye      
    (as at 31st December, 2004). The acquisition under the Jianye             
    Acquisition Agreement will be financed by the internally generated        
    funds of the Group.                                                       
                                                                              
    3.   Completion                                                           
                                                                              
    Completion is conditional upon, among others, Shareholders' approval of   
    the Jianye Acquisition Agreement at the EGM. The relevant registration    
    procedures of the share transfer and change of shareholder particulars    
    of Tiandu with the relevant PRC authorities shall commence immediately    
    after the signing of the Jianye Acquisition Agreement. Completion of      
    the acquisition under the Jianye Acquisition Agreement will take place    
    within one week after (i) the conditions set out in the Jianye            
    Acquisition Agreement are fulfilled or waived or (ii) the issuance of     
    the notice of acceptance of registration in respect of the transfer by    
    the Administration of Industry and Commerce in the PRC; whichever is      
    later. The Jianye Acquisition Agreement does not specify any long stop    
    dates for the fulfilment of the conditions.                               
                                                                              
    INFORMATION ON TIANDU                                                     
                                                                              
    Tiandu is a sino-foreign equity joint venture established in the PRC      
    with limited liability on 2nd July, 1992 with fully paid-up registered    
    capital of US$7,500,000 (equivalent to approximately HK$58,500,000).      
    Prior to the completion of the acquisitions contemplated under the        
    Acquisition Agreements, the Company has an indirect interest in 60% of