Great Eagle Holdings Limited — M&A Activity 2001

Mar 6, 2001

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.

Yaohan International Holdings Limited

(Incorporated in Hong Kong with limited liability) (In liquidation)

(Incorporated in Bermuda with limited liability)

JOINT ANNOUNCEMENT

TERMINATION OF AGREEMENT FOR THE

RESTRUCTURING PROPOSAL FOR

YAOHAN INTERNATIONAL HOLDINGS LIMITED

(In liquidation)

by way of a scheme of arrangement

under section 99 of the Companies Act

INVOLVING A POSSIBLE SPIN-OFF OF A SUBSIDIARY OF

TIAN AN CHINA INVESTMENTS COMPANY LIMITED AND

A POSSIBLE SECURITIES EXCHANGE OFFER WITH YAOHAN SHAREHOLDERS

The Agreement (as defined below) has been terminated by the parties to the Agreement. Further announcement will be made by Yaohan in respect of any material development concerning the restructuring of Yaohan, if and when appropriate.

Reference is made to the joint announcement of Tian An China Investments Company Limited ("Tian An") and Yaohan International Holdings Limited ("Yaohan") dated 1st February, 2001 in relation to a restructuring proposal for Yaohan.

The agreement for the implementation of a restructuring proposal of Yaohan (the "Agreement") dated 23rd January, 2001 entered into between (1) Yaohan; (2) Mr. Gabriel C.K. Tam and Mr. Alan C.W. Tang as the joint and several liquidators of Yaohan appointed by the High Court of Hong Kong (the "Liquidators"); (3) Mr. Malcolm L. Butterfield and the Liquidators as the joint and several liquidators appointed by the Supreme Court of Bermuda (the "Bermudian Liquidators"); (4) Tian An; (5) Shine Star Properties Limited ("Shine Star"); and (6) Dazzling Success Group Limited ("Dazzling Success") has been terminated by the parties to the Agreement and the restructuring proposal for the reorganisation of Yaohan contemplated by the Agreement will not be proceeded further by the parties. No formal termination agreement has been signed by the parties and Yaohan, the Liquidators, Tian An, Shine Star and Dazzling Success reserve all their respective rights arising out of or in connection with the Agreement and its termination.

The Liquidators are seeking appropriate resumption proposal(s) from other prospective persons for Yaohan. If a viable resumption proposal for Yaohan is not submitted to The Stock Exchange of Hong Kong Limited ("Stock Exchange") by 14th March, 2001, the Stock Exchange will cancel the listing status of Yaohan.

Further announcement will be made by Yaohan in respect of any material development concerning the restructuring of Yaohan, if and when appropriate.

By order of the Board For and on behalf of

Tian An China Investments Company Limited Yaohan International Holdings Limited

Edwin Lo (In liquidation)

Executive Director Gabriel C.K. Tam

Joint and Several Liquidator

Hong Kong, 5th March, 2001

The directors of Tian An jointly and severally accept full responsibility for the accuracy of the information contained in this announcement other than those relating to Yaohan, the Liquidators and the Bermudian Liquidators and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, opinions expressed in this announcement other than those relating to Yaohan, the Liquidators and the Bermudian Liquidators have been arrived at after due and careful consideration and that there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement other than those relating to Yaohan, the Liquidators and the Bermudian Liquidators misleading.

The Liquidators and the Bermudian Liquidators jointly and severally accept full responsibility for the accuracy of the information contained in this announcement other than those relating to Tian An, Shine Star and Dazzling Success and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, opinions expressed in this announcement other than those relating to Tian An, Shine Star and Dazzling Success have been arrived at after due and careful consideration and that there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement other than those relating to Tian An, Shine Star and Dazzling Success misleading.

"Please also refer to the published version of this announcement in the Hong Kong i-mail"