09:28     TIANJIN DEV<00882> - Announcement (3)                               

    The Landlord is a wholly-owned subsidiary of Tsinlien Group               
    Company Limited (``Tsinlien'') whereas Tsinlien indirectly holds          
    approximately 64.05 per cent. equity interest of the Company and          
    is the ultimate holding company of the Company.  The Landlord is          
    therefore a connected person of the Company and the Tenancy               
    Agreement constitutes a connected transaction under Chapter 14A           
    of the Rules Governing the Listing of Securities on The Stock             
    Exchange of Hong Kong Limited (``the Listing Rules'').  The annual        
    rental under the Tenancy Agreement is HK$4,440,000.  Each of the          
    applicable percentage ratios (as defined in the Listing Rules) for        
    the aggregate rental under the Tenancy Agreement on an annual basis       
    will be less than 2.5%. Accordingly, the Tenancy Agreement is only        
    subject to reporting and announcement requirements and is exempted        
    from the independent shareholders' approval requirements pursuant         
    to Rule 14A.34 of the Listing Rules.  Details of the Tenancy              
    Agreement will be included in the next published annual reports           
    and accounts of the Company.  The directors (including                    
    independent non-executive directors) of the Company consider that         
    the terms of the Tenancy Agreement are fair and reasonable and in         
    the interests of the shareholders of the Company as a whole and           
    the Tenancy Agreement was negotiated on an arm's length basis and         
    was entered into on normal commercial terms.                              
                                                                              
    The principal activity of the Company is investment holding. The          
    principal activities of its subsidiaries and associated companies         
    are (i) infrastructure operations including toll road operations          
    and port operations; (ii) utility operations including water              
    supply and electricity supply; (iii) production, distribution and         
    sale of consumer products including winery and dairy productions;         
    (iv) property development; (v) production, distribution and sale          
    of industrial machinery; and (vi) other strategic investments.            
                                                                              
    As at the date of this announcement, the board of Directors               
    consists of Mr. Wang Guanghao, Dr. Ren Xuefeng, Mr. Yu Rumin,             
    Dr. Zhang Hongru, Mr. Nie Jiansheng, Dr. Wang Jiandong,                   
    Mr. He Xiuheng, Mr. Yang Liheng, Mr. Sun Zengyin and                      
    Dr. Pang Jinhua as executive directors, Mr. Ye Disheng and                
    Mr. Cheung Wing Yui as non-executive directors and                        
    Mr. Kwong Che Keung, Gordon, Mr. Lau Wai Kit and                          
    Dr. Cheng Hon Kwan as independent non-executive directors.                
                                                                              
                                                                              
    By Order of the Board                                                     
    Wang Guanghao                                                             
    Chairman                                                                  
                                                                              
    Hong Kong SAR, 21st April, 2005