09:37     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                                                              
    DISCLOSEABLE AND CONTINUING CONNECTED TRANSACTIONS                        
                                                                              
    On 2nd March, 2005, Join View entered into a Loan Agreement with          
    Ranbridge and the Company, pursuant to which Ranbridge agreed to make     
    available to Join View the Loan Facility up to HK$100,000,000.00 for      
    its general working capital and the Company agreed to guarantee the       
    repayment of the loan under the Loan Facility. The Loan Agreement is      
    conditional upon, among other things, the obtaining of approval by        
    independent Shareholders at general meeting of the Company.               
                                                                              
    Ranbridge is a direct wholly owned subsidiary of SHK, the Substantial     
    Shareholder of the Company which holds an aggregate interest of           
    approximately 48.6% directly and indirectly in the issued share capital   
    of the Company. Ranbridge is principally engaged in the money lending     
    business and holds a money lenders licence under the Money Lenders        
    Ordinance .                                                               
                                                                              
    Join View is an indirect wholly owned subsidiary of the Company and is    
    principally engaged in the money lending business and holds a money       
    lenders licence under the Money Lenders Ordinance.                        
                                                                              
    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 Loan Agreement constitutes discloseable and Continuing Connected      
    Transactions for the Company which transactions are subject to the        
    reporting, announcement and independent Shareholders' approval            
    requirements of the Listing Rules.                                        
                                                                              
    Apart from SHK and its associates, no other Shareholder is interested     
    in the Loan Agreement 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 terms of the Loan Agreement and the           
    relevant Cap under the Continuing Connected Transaction are 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 Loan Agreement and the relevant Cap under the         
    Continuing Connected Transaction.                                         
                                                                              
    A circular containing, among other things, details of the Loan            
    Agreement, the recommendation from the independent board committee in     
    relation to the terms of the Loan Agreement and the relevant Cap under    
    the Continuing Connected Transaction 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 of the Company for approval of      
    the Loan Agreement will be despatched to the Shareholders together with   
    the circular as soon as possible.                                         
                                                                              
    THE LOAN AGREEMENT DATED 2nd March, 2005                                  
                                                                              
    Parties                                                                   
                                                                              
    Lender  Ranbridge                                                         
                                                                              
    Borrower  Join View                                                       
                                                                              
    Guarantor  the Company                                                    
                                                                              
    Loan Facility  a revolving credit facility up to HK$100,000,000.00 (the   
    "Loan Facility") subject to and in accordance with the terms and          
    conditions of a loan agreement dated 2nd March, 2005 made between Join    
    View, Ranbridge and the Company (the "Loan Agreement")                    
                                                                              
    Purpose of the Loan Facility  for Join View's general working capital     
                                                                              
    Terms of the Loan Facility  the Loan Facility will be available to the    
    Borrower for the term of 36 months from the date of the Loan Agreement.