Great Eagle Holdings Limited — Proxy Solicitation & Information Statement 2004

Apr 14, 2004

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Tian An China Investments Company Limited (“Company”), you should at once hand this circular with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, 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 circular.

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(Incorporated in Hong Kong with limited liability)

(Stock Code: 28)

PROPOSALS FOR RE-ELECTION OF DIRECTORS,

GENERAL MANDATES TO ISSUE AND REPURCHASE SECURITIES

AND

ADOPTION OF NEW ARTICLES OF ASSOCIATION

The notice convening the annual general meeting of the Company (“AGM”) is set out on pages 40 to 45 of the 2003 Annual Report of the Company, a copy of which is despatched to the shareholders of the Company together with this circular. A form of proxy for the AGM is also enclosed with the 2003 Annual Report of the Company. Whether or not you are able to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the office of the registrar of the Company, Secretaries Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so desire.

13th April, 2004

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General mandates to issue and repurchase securities . . . . . . . . . . . . . . . . . . . . . . . .	5
Amendments to the Existing Articles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I – Re-election of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix II – Explanatory statement for general mandate to
repurchase securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix III – Major proposed amendments to the Existing Articles. . . . . . . .	13

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

“AGM”	the annual general meeting of the Company to be held at
	Plaza V, Lower Lobby, Novotel Century Hong Kong,
	238 Jaffe Road, Wanchai, Hong Kong on 19th May, 2004
	at 10:00 a.m.
“AGM Notice”	the notice convening the AGM as set out on pages 40 to
	45 of the 2003 Annual Report of the Company, a copy
	of which is despatched together with this circular
“Board”	board of Directors
“Capital Reduction”	the meaning as defined in the Company’s circular dated
	20th January, 2004
“Company”	Tian An China Investments Company Limited, a company
	incorporated in Hong Kong with limited liability, the
	securities of which are listed on the main board of the
	Stock Exchange
“Corporate Communication”	any document issued or to be issued by the Company for
	the information or action of the Shareholders as defined
	and described in the Listing Rules and including but not
	limited to:

(1)	the Directors’ report, its annual accounts together
	with a copy of the auditors’ report;
(2)	the interim report;
(3)	the summary financial report;

• (4) notice of general meetings;

• (5) listing documents; and (6) any circular or other documents required by the Listing Rules to be sent to the Shareholders

“Director(s)” the director(s) of the Company

“Existing Articles” the existing articles of association of the Company adopted by special resolution dated 6th March, 1987, as amended by special resolutions dated 22nd June, 1990 and 21st June, 1996 respectively

– 1 –

DEFINITIONS

“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Latest Practicable Date”	7th April, 2004, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information contained herein
“Listing Rules”	Rules Governing the Listing of Securities on the Stock
	Exchange
“New Articles”	the new articles of association of the Company proposed
	to be adopted by special resolution under Resolution 5
	as set out in the AGM Notice
“Share(s)”	share(s) of HK$0.20 each in the capital of the Company
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	Hong Kong Code on Takeovers and Mergers
“Warrants”	the warrants of the Company conferring rights to
	subscribe for the Shares in cash at an adjusted
	subscription price of HK$2.00 per Share (subject to
	adjustments) at any time on or before 3rd December,
	2004
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent

– 2 –

LETTER FROM THE BOARD

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(Incorporated in Hong Kong with limited liability)

Executive Directors: Patrick Lee Seng Wei (Chairman) Ng Qing Hai (Managing Director) Ma Sun Edwin Lo King Yau Li Chi Kong

Registered Office: 27th Floor, China Online Centre 333 Lockhart Road Wanchai Hong Kong

Non-Executive Director:

David Hui Yip Wing

Independent Non-Executive Directors: Moses Cheng Mo Chi Lisa Yang Lai Sum

13th April, 2004

To the Shareholders and, for information only, holders of Warrants

Dear Sir or Madam,

PROPOSALS FOR RE-ELECTION OF DIRECTORS,

GENERAL MANDATES TO ISSUE AND REPURCHASE SECURITIES

AND

ADOPTION OF NEW ARTICLES OF ASSOCIATION

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the AGM relating to (i) the re-election of Directors; (ii) the granting to the Directors of general mandates for the issue and the repurchase of the Company’s securities up to 20% and 10% respectively of the aggregate nominal amount of the Company’s issued share capital as at the date of the passing of such resolutions; and (iii) the proposed adoption of the New Articles.

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LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

The Board currently consists of eight Directors, namely Mr. Patrick Lee Seng Wei, Mr. Ng Qing Hai, Mr. Ma Sun, Mr. Edwin Lo King Yau, Mr. Li Chi Kong, Mr. David Hui Yip Wing, Mr. Moses Cheng Mo Chi and Miss Lisa Yang Lai Sum.

According to Article 103(A) of the Existing Articles, at each annual general meeting, one third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest one-third, shall retire from office. The Directors to retire in every year shall be those who have been longest in office since their last election but as between persons who became Directors on the same day those to retire shall (unless they otherwise agree between themselves) be determined by lot. The retiring Directors shall be eligible for re-election. Pursuant to Article 94 of the Existing Articles, the Board shall have power from time to time and at any time to appoint any person as a Director either to fill a causal vacancy or as an addition to the Board. Any Director so appointed shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election, but shall not be taken into account in determining the Directors who are to retire by rotation at such meeting.

Pursuant to Article 103(A) of the Existing Articles, Mr. Moses Cheng Mo Chi, Miss Lisa Yang Lai Sum and Mr. Edwin Lo King Yau shall retire at the AGM. In addition, Mr. Li Chi Kong, being a Director appointed by the Board after the Company’s annual general meeting held on 15th May, 2003, will hold office only until the AGM pursuant to Article 94 of the Existing Articles. All the retiring Directors are eligible for re-election.

Article 107 of the Existing Articles provides that no person, other than a retiring Director, shall, unless recommended by the Board for election, be eligible for election to the office of Director at any general meeting, unless notice in writing of the intention to propose that person for election as a Director and notice in writing by that person of his willingness to be elected shall have been given to the Company at least seven days before the date of the general meeting.

Accordingly, if a Shareholder wishes to nominate a person to stand for election as a Director at the AGM, notice of his intention to propose such person for election as a Director and the notice executed by the nominee of his willingness to be elected must be validly served at the registered office of the Company at 27th Floor, China Online Centre, 333 Lockhart Road, Wanchai, Hong Kong on or before 12th May, 2004.

A brief biographical details of the retiring Directors are set out in Appendix I of this circular. If a valid notice from a Shareholder to propose a person to stand for election as a Director at the AGM is received after the printing of this circular, the Company will issue a supplementary circular to inform Shareholders of the details of the additional candidate proposed.

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LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE AND REPURCHASE SECURITIES

At the extraordinary general meeting of the Company held on 16th February, 2004, ordinary resolutions were passed granting a general mandate authorising the Directors to allot, issue and deal with securities of the Company not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company at the date when the Capital Reduction becomes effective (“ Existing Issue Mandate ”), and a general mandate authorising the Directors to repurchase securities of the Company not exceeding 10% of the issued share capital, or the relevant class of securities, of the Company at the date when the Capital Reduction becomes effective (“ Existing Repurchase Mandate ”).

The Existing Issue Mandate and the Existing Repurchase Mandate will expire upon the conclusion of the AGM.

New general mandates to allot, issue and deal with securities of the Company up to 20% and to repurchase securities up to 10% respectively of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the resolutions as set out in Resolutions 4(A) and 4(B) respectively of the AGM Notice will be proposed at the AGM. Resolution authorising the extension of the general mandate to the Directors to issue securities to include the aggregate nominal amount of such securities (if any) repurchased under the repurchase mandate as set out in Resolution 4(C) of the AGM Notice will be proposed at the AGM.

With reference to the proposed new general mandates, the Directors wish to state that they have no immediate plans to issue or repurchase any securities pursuant to the relevant mandates.

An explanatory statement containing the particulars required by the Listing Rules to enable the Shareholders to make an informed view on whether to vote for or against Resolutions 4(A), 4(B) and 4(C) to be proposed at the AGM in relation to the proposed general mandates to issue and repurchase securities are set out in the Appendix II to this circular.

AMENDMENTS TO THE EXISTING ARTICLES

Since the Company adopted the Existing Articles, a number of amendments were made to (i) the Listing Rules, including among others, amendments relating to corporate governance issues, initial listing criteria and continuing listing obligations, most of which has come into effect on 31st March, 2004; (ii) the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) which has become effective since 1st April, 2003; and (iii) the Companies Ordinance (Chapter 32 of the Laws of Hong Kong). In compliance with the new Securities and Futures Ordinance and to take advantage of certain amendments to the Listing Rules and

– 5 –

LETTER FROM THE BOARD

the Companies Ordinance, as announced by the Company on 30th March, 2004, the Board considers that it is in the interest of the Company to adopt the New Articles in substitution for the Existing Articles. Several other amendments are also introduced in the New Articles for more efficient administration and management.

Under the Existing Articles, the Company may by special resolution in general meeting at any time alter or amend its memorandum and articles of association in whole or in part. The Directors consider that in view of the amount of amendments involved, it is in the interest of the Shareholders to have the New Articles adopted in substitution for the Existing Articles. Major proposed amendments to the Existing Articles are set out in Appendix III to this circular.

A copy of the draft New Articles is available for inspection during normal business hours at the registered office of the Company at 27th Floor, China Online Centre, 333 Lockhart Road, Wanchai, Hong Kong from the date of this circular up to and including the date of the AGM and at the AGM.

AGM

The notice convening the AGM is set out on pages 40 to 45 of the 2003 Annual Report of the Company, a copy of which is despatched to Shareholders together with this circular. Ordinary resolutions in respect of the general mandates to issue and repurchase securities and a special resolution in respect of the adoption of the New Articles will be proposed at the AGM.

A form of proxy for the AGM is also enclosed with the 2003 Annual Report of the Company. Whether or not you are able to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the office of the registrar of the Company, Secretaries Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so desire.

Pursuant to the Existing Articles of the Company, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) demanded (i) by the Chairman of the meeting; or (ii) by at least three Shareholders present in person or by proxy for the time being entitled to vote at the meeting; or (iii) by any Shareholder or Shareholders present in person or by proxy and representing not less than one-tenth of the total voting rights of all the Shareholders having the right to vote at the meeting; or (iv) by a Shareholder or Shareholders present in person or by proxy and holding Shares in the Company conferring a right to vote at the meeting being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

– 6 –

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the re-election of Directors, the grant of general mandates to issue and repurchase securities, and to add the aggregate nominal amount of securities that may be repurchased to the aggregate nominal amount of securities that may be allotted pursuant to the general mandate to issue securities, and the adoption of the New Articles are each in the best interests of the Company and the Shareholders as a whole, and accordingly, recommend all Shareholders to vote in favour of the resolutions to be proposed at the AGM.

Yours faithfully,

On behalf of the Board

Tian An China Investments Company Limited Patrick Lee Seng Wei Chairman

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RE-ELECTION OF DIRECTORS

APPENDIX I

The biographical details of the Directors eligible for re-election at the AGM are set out below in alphabetical order.

Moses Cheng Mo Chi , aged 54, was appointed an Independent Non-Executive Director of the Company in May 1997. Mr. Cheng is a senior partner of P. C. Woo & Co., a firm of solicitors and notaries in Hong Kong and one of the legal advisors of the Company. Mr. Cheng was a member of the Legislative Council of Hong Kong between 1991 and 1995. He is the Founder Chairman of the Hong Kong Institute of Directors of which he is now the Honorary President and Chairman Emeritus. He also serves on the boards of various listed companies as an independent non-executive director.

Mr. Cheng does not have any interests in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance (“SFO”). In addition, there is no service agreement between the Company and Mr. Cheng. His emoluments as a Director are determined by the Board and such emoluments are subject to approval by the Shareholders. Saved as disclosed above, Mr. Cheng does not have any relationship with any other Director, senior management, substantial shareholder or controlling shareholder of the Company.

Li Chi Kong , aged 50, a member of the Institute of Chartered Accountants of Scotland and a fellow of the Hong Kong Society of Accountants, was appointed an Executive Director of the Company in February 2004. He has broad experience in the finance and accounting field, having worked in two major audit firms and as group financial controller for several sizeable listed companies in Hong Kong. He is also an executive director of Allied Properties (H.K.) Limited, a substantial shareholder of the Company within the meaning of Part XV of the SFO, and Shanghai Allied Cement Limited (“SAC”), an indirect non-wholly owned subsidiary of the Company, and the group financial controller of Allied Group Limited, another substantial shareholder of the Company within the meaning of Part XV of the SFO. Mr. Li also holds directorships in certain companies controlled by certain substantial shareholders of the Company.

As at the Latest Practicable Date, Mr. Li has a personal interest in 600,000 underlying shares in SAC pursuant to the share options granted to him on 28th July, 2003 under the share option scheme of SAC adopted on 22nd May, 2002, which enabled the grantee to exercise the rights to subscribe for shares of SAC within the exercisable period from 28th January, 2004 to 27th July, 2013 at the exercise price of HK$0.70 per share.

There is no service agreement between the Company and Mr. Li. His emoluments as a Director are determined by the Board and such emoluments are subject to approval by the Shareholders. Saved as disclosed above, Mr. Li does not have any relationship with any other Director, senior management, substantial shareholder or controlling shareholder of the Company.

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APPENDIX I

RE-ELECTION OF DIRECTORS

Edwin Lo King Yau , aged 43, a chartered company secretary and holder of a Master’s Degree in Applied Finance from Macquarie University, Australia, was appointed an Executive Director of the Company in August 1999. He had served in various executive roles in several companies in Hong Kong including company secretary for publicly listed companies. He is currently an executive director of Allied Group Limited, a substantial shareholder of the Company within the meaning of Part XV of the SFO. Mr. Lo also holds directorships in certain companies controlled by Allied Group Limited.

Mr. Lo does not have any interests in the securities of the Company within the meaning of Part XV of the SFO. In addition, there is no service agreement between the Company and Mr. Lo. His emoluments as a Director are determined by the Board and such emoluments are subject to approval by the Shareholders. Saved as disclosed above, Mr. Lo does not have any relationship with any other Director, senior management, substantial shareholder or controlling shareholder of the Company.

Lisa Yang Lai Sum , aged 37, was appointed an Independent Non-Executive Director of the Company in November 1999. She is a practising solicitor in Hong Kong and is a consultant of Maurice Lee, Tsang, Ng-Quinn & Tang. She graduated from the University of Sydney with a Bachelor’s Degree in Law and Economics and is also qualified as a solicitor in Australia and England.

Miss Yang does not have any interests in the securities of the Company within the meaning of Part XV of the SFO. In addition, there is no service agreement between the Company and Miss Yang. Her emoluments as a Director are determined by the Board and such emoluments are subject to approval by the Shareholders. Saved as disclosed above, Miss Yang does not have any relationship with any other Director, senior management, substantial shareholder or controlling shareholder of the Company.

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EXPLANATORY STATEMENT FOR GENERAL MANDATE TO REPURCHASE SECURITIES

APPENDIX II

This Appendix contains the particulars that are required by the Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed view on whether to vote for or against the resolution to be proposed at the AGM in relation to the proposed repurchase mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the issued capital of the Company was HK$157,522,048.00, consisting of 787,610,240 fully paid Shares, with outstanding Warrants carrying the rights to subscribe up to HK$331,874,028.20 for 165,937,014 Shares at the subscription price of HK$2.00 per Share. Subject to the passing of the resolution granting the proposed mandate to repurchase securities and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed to repurchase a maximum of 78,761,024 Shares and Warrants carrying the right to subscribe for up to HK$33,187,402.82 for 16,593,701 new Shares during the period ending on the earlier of the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required to be held by the articles of association of the Company or any applicable laws or the date upon which such authority is revoked or varied by a resolution of the Shareholders in general meeting.

REASONS FOR REPURCHASES

The Board believes that it is in the best interests of the Company and the Shareholders as a whole for the Directors to have a general authority from the Shareholders to enable the Company to repurchase its securities in the market. Any repurchase of securities of the Company may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value or earnings per Share or both and will only be made when the Board believes that a repurchase of securities will benefit the Company and the Shareholders.

FUNDING OF REPURCHASES

Any repurchase of securities of the Company would be funded entirely from the cash flow or working capital facilities available to the Company, and will, in any event be made out of funds legally available for the purpose in accordance with the memorandum and articles of association of the Company and the applicable laws of Hong Kong and the Listing Rules. Such funds include, but are not limited to, profits available for distribution.

The Directors have no present intention to repurchase any securities of the Company and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and in circumstances where they consider that the securities of the Company can be repurchased on terms favourable to the Company. The Directors anticipate that if the general mandate to repurchase securities of the Company were to be exercised in full at the currently prevailing market value, it may have an adverse impact on the working capital and gearing level of the Company. The Directors do

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EXPLANATORY STATEMENT FOR GENERAL MANDATE TO REPURCHASE SECURITIES

APPENDIX II

not propose to exercise the mandate to repurchase securities of the Company to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

SHARE PRICE

The following table shows the highest and lowest prices at which the securities have been traded on the Stock Exchange in each of the last twelve months:

		Shares		Warrants
	Highest		Lowest	Highest	Lowest
	(HK$)		(HK$)	(HK$)	(HK$)
2003
April	1.230		1.100	0.014	0.011
May	1.320		1.170	0.017	0.011
June	1.490		1.190	0.029	0.013
July	1.420		1.250	0.027	0.019
August	1.620		1.260	0.040	0.019
September	1.680		1.450	0.048	0.029
October	1.850		1.540	0.050	0.031
November	1.950		1.680	0.049	0.032
December	1.950		1.740	0.048	0.027
2004
January	3.100		1.780	0.098	0.029
February	3.400		2.800	0.114	0.084
March	3.000		2.500	0.097	0.064

Note: The highest and lowest prices of the Shares for the months from April 2003 to March 2004 were adjusted by taking into account the share consolidation made by the Company in March 2004.

GENERAL

None of the Directors, to the best of their knowledge, and having made all reasonable enquiries, nor any of their associates (as defined in the Listing Rules) have any present intention to sell any securities of the Company to the Company or its subsidiaries. The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the proposed mandate to repurchase securities of the Company in accordance with the Listing Rules and applicable laws of Hong Kong.

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EXPLANATORY STATEMENT FOR GENERAL MANDATE TO REPURCHASE SECURITIES

APPENDIX II

No connected persons (as defined in the Listing Rules) of the Company, have notified the Company that they have a present intention to sell any securities of the Company held by them to the Company, or have undertaken not to sell any of the securities of the Company to the Company in the event that the Company is authorised to make repurchases of its securities.

If as a result of a repurchase of securities of the Company, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Sun Hung Kai & Co. Limited (“SHK”) was directly and indirectly interested in an aggregate of 379,407,936 Shares, representing approximately 48.17% of the issued share capital of the Company. Based on such interests and assuming that no further Shares are issued (whether pursuant to the exercise of the Warrants or otherwise) or repurchased prior to the AGM and in the event that the Directors exercise in full the power to repurchase securities of the Company under the proposed repurchase mandate, the interests of SHK will be increased to approximately 53.52% of the issued share capital of the Company. To the best of the knowledge and belief of the Directors, the increase in the interests of SHK will give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no present intention to repurchase securities of the Company to the extent that it will trigger the obligations under the Takeovers Code to make a mandatory offer.

In the event that the repurchase mandate is exercised in full, the number of the relevant class of securities of the Company held by the public will not fall below 25% of the total number of that class of securities then in issue.

In the six months preceding the Latest Practicable Date, the Company has not repurchased any Shares on the Stock Exchange or otherwise.

– 12 –

MAJOR PROPOSED AMENDMENTS TO THE EXISTING ARTICLES

APPENDIX III

The following is a summary of the major proposed amendments to the Existing Articles:

1. CHANGES INTRODUCED FOR COMPLIANCE WITH THE NEW SECURITIES AND FUTURES ORDINANCE

• (a) new definition of “recognised clearing house” and certain provisions regarding rights of a recognised clearing house qua Shareholder are introduced.

2. CHANGES INTRODUCED TO REFLECT CERTAIN AMENDMENTS TO THE LISTING RULES

• (a) authorised corporate representatives of a recognised clearing house are entitled to exercise the same powers on behalf of the recognised clearing house (or its nominee) as that clearing house (or its nominee) could exercise as if it were an individual Shareholder;

• (b) Corporate Communication by way of electronic means is introduced as a new means of communication by the Company to the Shareholders subject to the Listing Rules and where appropriate, prior express positive confirmation in writing given by such Shareholder;

• (c) the Company may, instead of sending a full set of income statement, balance sheet, Directors’ report and Auditors’ report to a Shareholder not less than twentyone days before an annual general meeting, send a summary financial statement derived therefrom to such Shareholder if he has elected to receive the same;

• (d) any notice or document may be served by the Company in English language only or Chinese language only subject to prior express positive confirmation in writing given by such Shareholder;

• (e) the minimum seven-day period for lodgment by Shareholders of the notice to nominate a Director shall commence no earlier than the day after the despatch of the notice of the meeting appointed for such election and end no later than seven days prior to the date of such meeting;

• (f) Directors shall abstain from voting at the board meetings on any matter in which any of their associates has a material interest and are not to be counted towards the quorum of the relevant board meetings and the definition of “associates” is proposed to be amended to reflect the new definition of the Listing Rules; and

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MAJOR PROPOSED AMENDMENTS TO THE EXISTING ARTICLES

APPENDIX III

• (g) a new article will be inserted to provide that where any Shareholder is, under the Listing Rules, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such Shareholder in contravention of such requirement or restriction shall not be counted.

3. CHANGES INTRODUCED TO REFLECT AMENDMENTS TO THE COMPANIES ORDINANCE

• (a) a Director who has appointed an alternate Director shall not be vicariously liable for any tort committed by the alternate Director;

• (b) the Company may by ordinary resolution remove any Director before the expiration of his period of office;

• (c) special notice is required for a resolution to remove a Director or to appoint a person in place of a Director so removed; and

• (d) the Company shall, within ten business days after the date on which a transfer of any of its Shares, debentures or debenture stock is lodged with the Company, complete and have ready for delivery the certificates of all Shares, the debentures and the certificates of all debenture stock so transferred, unless the conditions of issue of the Shares, debentures or debenture stock otherwise provide.

4. CHANGES INTRODUCED FOR BETTER ADMINISTRATION AND MANAGEMENT

• (a) as regards untraceable Shareholders, the Company may sell the Shares to which a Shareholder is entitled if during a twelve year period, at least three dividends in respect of the Shares in question have become payable and no dividend during that period has been claimed by such Shareholder;

• (b) quorum for a general meeting be changed from three Shareholders to two Shareholders;

• (c) if an alternate Director is an alternate for more than one Director, he shall for quorum purposes be counted separately in respect of himself (if he is a Director) and in respect of each Director for whom he is an alternate;

• (d) no Director shall be required to vacate office or be ineligible for re-election and no person shall be ineligible for appointment as a Director by reason only of his attaining a particular age;

– 14 –

MAJOR PROPOSED AMENDMENTS TO THE EXISTING ARTICLES

APPENDIX III

• (e) every instrument to which the seal of the Company shall be affixed shall be signed by one Director or some other person(s) appointed by the Board;

• (f) power is given to the Company to cease sending cheques, warrants or orders for dividend if such cheques, warrants or orders have been left uncashed on two consecutive occasions or on one occasion on which such cheques, warrants or orders is returned undelivered; and

• (g) power is given to the Company to purchase and maintain for any Director, Secretary, officer and Auditors of the Company insurance against any liability to the Company or a related company and insurance against any liability when defending proceedings in relation to the Company or a related company.

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(Incorporated in Hong Kong with limited liability)

(Stock Code: 28)

ANNUAL GENERAL MEETING FORM OF PROXY

I/We (Note 1)

of

being the registered holder(s) of (Note 2)

shares of HK$0.20 each in

the capital of TIAN AN CHINA INVESTMENTS COMPANY LIMITED (the “Company”), HEREBY APPOINT (Note 3)

of

or failing him, the Chairman of the meeting as my/our proxy to act for me/us at the Annual General Meeting (or at any adjournment thereof) of the Company to be held at Plaza V, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Wednesday, 19th May, 2004 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the resolutions (with or without modifications) as set out in the notice convening the said meeting (the “Notice”) and at such meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the said resolutions as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

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RESOLUTIONS FOR (Note 4) AGAINST (Note 4)
1. To receive and adopt the Audited Financial Statements and the Reports
of the Directors and Auditors for the year ended 31st December, 2003.
2. (a) To re-elect Mr. Moses Cheng Mo Chi as a Director.
(b) To re-elect Miss Lisa Yang Lai Sum as a Director.
(c) To re-elect Mr. Edwin Lo King Yau as a Director.
(d) To re-elect Mr. Li Chi Kong as a Director.
(e) To fix the remuneration of the Directors.
3. To re-appoint Messrs. Deloitte Touche Tohmatsu as Auditors and to
authorise the Board of Directors to fix their remuneration.
4. (a) To grant a general mandate to the Directors to issue securities
(Ordinary Resolution 4(A) of the Notice).
(b) To grant a general mandate to the Directors to repurchase securities
(Ordinary Resolution 4(B) of the Notice).
(c) To extend the general mandate to the Directors to issue securities
(Ordinary Resolution 4(C) of the Notice).
5. To adopt a new Articles of Association of the Company (Special
Resolution 5 of the Notice).
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Signature (Note 5) :

Dated this day of 2004

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares of HK$0.20 each registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK IN THE BOX MARKED “AGAINST” . Failure to complete the boxes will entitle your proxy to cast his vote at his discretion.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be executed either under its common seal or under the hand of an officer or attorney duly authorised.

6. In case of joint holders, any one of such holders may attend and vote at the meeting either personally or by proxy, but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of the joint holding shall alone be entitled to vote in respect thereof.

7. To be valid, this form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s registrar, Secretaries Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

8. The proxy need not be a member of the Company.

9. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .