10:04 TIAN AN<00028> - Announcement (8) "Board" the board of Directors "Changzhou Changjiang" *(Changzhou Changjiang Economic Technology Development Company Limited), a company incorporated under the laws of the PRC and is principally engaged in property development and trading "Company" Tian An China Investments Company Limited, a company incorporated in Hong Kong with limited liability and the shares of which are listed on the Stock Exchange (Stock Code : 28) "CZTA City Development" *(Changzhou Tian An City Development Co., Ltd.), a sino-foreign equity joint venture established under the laws of the PRC and principally engaged in property development "CZTA City Development Acquisition Agreement" an agreement dated 3rd February, 2005 entered into between Changzhou Changjiang as vendor and TA Shanghai as purchaser in relation to the acquisition of 10% interest in the registered capital of CZTA City Development subject to the terms and conditions contained therein * (Changzhou Tianan Real Estate Development Co., Ltd.), a sino-foreign equity joint venture established under the laws of the PRC and is principally engaged in property development "CZTA Real Estate Disposal Agreement" an agreement dated 3rd February, 2005 entered into between TA Investment as vendor and Changzhou Changjiang as purchaser in relation to the disposal of 51% interest in the registered capital of CZTA Real Estate subject to the terms and conditions contained therein "CZTA Yuan Cheng" *(Changzhou Tian An Yuan Cheng Real Estate Development Company Limited), a sino-foreign equity joint venture established under the laws of the PRC and is principally engaged in property development "CZTA Yuan Cheng Acquisition Agreement" an agreement dated 3rd February, 2005 entered into between Changzhou Changjiang and TA Shanghai in relation to the acquisition of 10% interest in the registered capital of CZTA Yuan Cheng subject to the terms and conditions contained therein "Directors" the directors of the Company "Disposal" the disposal of interest in CZTA Real Estate contemplated under the CZTA Real Estate Disposal Agreement "EGM" an extraordinary general meeting of the Company to be convened for the purpose of considering and approving the Agreements and the transactions contemplated thereunder "Group" the Company and its subsidiaries "Hong Kong" the Hong Kong Special Administrative Region of the PRC "Independent Board Committee" an independent committee of the Board comprising all the Independent Non-Executive Directors of the Company formed for the purpose of advising the independent Shareholders on the transactions under the Acquisitions and the Disposal "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 "Shareholders" the shareholders of the Company "Stock Exchange" The Stock Exchange of Hong Kong Limited "Substantial Shareholder" has the meaning as defined in the Listing Rules "TA Investment" Tian An Investment Company Limited (*), a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of the Company "TA Shanghai" *(Tian An (Shanghai) Investments Co., Ltd.), a foreign owned enterprise established in the PRC and a wholly-owned