Great Eagle Holdings Limited — M&A Activity 1999

Nov 26, 1999

Listed Company Information

TIAN AN<0028> - Announcement & Resumption of Trading 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) ANNOUNCEMENT The Board of Directors ("Board") of Tian An China Investments Company Limited ("Company") announces that the Company has been informed by its controlling shareholder, Sun Hung Kai & Co. Limited ("SHK"), that SHK has on 24 November 1999 entered into a conditional agreement to dispose of 770,000,000 shares of HK$0.20 each in the Company ("Shares") to a party who is not a connected person of the Company or its subsidiaries. The Board announces that the Company has been informed by its controlling shareholder, SHK, which together with its subsidiary is currently interested in 2,169,116,794 Shares representing approximately 55.75% of the issued share capital of the Company, that SHK has on 24 November 1999 entered into a conditional agreement ("Agreement") with Millennium Touch Limited ("Purchaser") who is independent third parties not connected with the directors, chief executive or substantial shareholders of the Company or any of its subsidiaries or their respective associates (within the meaning of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules")) for a sale to the Purchaser of 770,000,000 Shares, representing approximately 19.79% of the Company's issued share capital, at a price of HK$0.55 per Share. Upon completion of the Agreement, the Company will no longer be a subsidiary of SHK and will become its associated company. The Company's principal activities are property development and investments in The People's Republic of China ("PRC"). The Purchaser is a company controlled by Messrs. Jiansheng Wang, Hailin Xie and Bing Zhao, all of whom are independent third parties not connected with the directors, chief executive or substantial shareholders of the Company or any of its subsidiaries or their respective associates within the meaning of the Listing Rules. The Purchaser is principally engaged in the business of venture capital investment in information technology and related sectors, and property investment and management in PRC. The Purchaser has indicated to the Board that it will be able to assist the Company in its businesses in the PRC by introducing, where suitable, new opportunities to the Company, particularly in the technology sector in the PRC, to assist in its future development. The Board has been informed by the Purchaser that it has no present intention to appoint any nominee to the board of directors of the Company. In addition, the Board does not consider that the sale of the 770,000,000 Shares by SHK to the Purchaser would have any material adverse effect on the Company. This announcement is being made by the Company to keep the market and its shareholders appraised of the Company's developments pursuant to paragraph 2 of the Listing Agreement. Trading of Shares was suspended with effect from 10:00 a.m. on 25 November 1999 and the Company has requested for resumption of trading of its shares with effect from 10:00 a.m. on 26 November 1999. By order of the Board Edwin Lo King Yau Executive Director Hong Kong, 25 November 1999.