Great Eagle Holdings Limited — Proxy Solicitation & Information Statement 2007

Apr 24, 2007

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, you should at once hand this circular 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)

DISCLOSEABLE TRANSACTION

ACQUISITION OF INTERESTS IN SKY TALENT HOLDINGS LIMITED AND ACE RESULT LIMITED

23rd April, 2007

CONTENTS

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	The Acquisition Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	Reasons for and the Benefits of the Acquisitions . . . . . . . . . . . . . . . . . . . .	8
4.	Information on Benjamin Resources and the Group . . . . . . . . . . . . . . . . .	9
5.	Information on Sky Talent, Elegant Tone and Ace Result . . . . . . . . . . . . .	9
6.	Information on Jack Rock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
7.	General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
8.	Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Appendix	– General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

– i –

DEFINITIONS

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

“Ace Result”	Ace Result Limited, a company incorporated in the
	British Virgin Islands with limited liability
“Ace Result Agreement”	the sale and purchase agreement dated 2nd April, 2007
	entered into between Elegant Tone as vendor and
	Benjamin Resources as purchaser in respect of the
	acquisition of the Ace Result Share
“Ace Result Completion”	completion of the Ace Result Agreement
“Ace Result Share”	existing one (1) ordinary share of US$1.00, constituting
	the entire issued share capital of Ace Result
“Acquisitions”	the acquisitions of the Sky Talent Shares and the Ace
	Result Share by Benjamin Resources pursuant to the
	terms and conditions of the Sky Talent Agreement and the
	Ace Result Agreement respectively
“Acquisition Agreements”	Sky Talent Agreement and Ace Result Agreement
“associate(s)”	has the meaning ascribed to it under the Listing Rules
“Benjamin Resources”	Benjamin Resources Limited, a company incorporated in
	the British Virgin Islands with limited liability and is an
	indirect wholly-owned subsidiary of the Company
“Board”	the board of Directors
“Business Day”	a day on which licensed banks in Hong Kong are open for
	business, other than:
	(i) a Saturday;
	(ii) a Sunday; or
	(iii) a day on which a tropical cyclone warning signal
	no. 8 or above or a black rainstorm warning signal
	is hoisted in Hong Kong at any time between 9:00
	a.m. and 5:00 p.m.
“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)

– 1 –

DEFINITIONS

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||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
|“Directors”|the|directors|of|the|Company|
|“Elegant|Tone”|Elegant Tone Consultants Limited (|), a|
|company|incorporated|in|Hong|Kong|with|limited|
|liability|and|the|sole|shareholder|of|Ace|Result|
|“Group”|the|Company|and|its|subsidiaries|
|“Hong|Kong”|the|Hong|Kong|Special|Administrative|Region|of|the|
|PRC|
|“Independent|Third|Parties”|persons not connected with the directors, chief executives|
|or|substantial|shareholders|of|the|Company|or|its|
|subsidiaries|or|any|of|their|respective|associates|
|“Jack|Rock”|Jack|Rock|Development|Limited|(|),|a|
|company|incorporated|in|Hong|Kong|with|limited|
|liability|with|114,000,000|ordinary|“A”|shares|of|
|HK$1.00|each|and|1,166,448,000|ordinary|“B”|shares|of|
|HK$0.10|each|in|its|issued|share|capital|
|“Jack|Rock|Shares”|7,995,547|Ordinary|“A”|Shares|and|65,200,000|Ordinary|
|“B” Shares owned by Sky Talent representing approximately|
|5.72%|of|voting|rights|in|Jack|Rock|and|2,850,000|
|Ordinary|“A”|Shares|and|29,161,200|Ordinary|“B”|
|Shares|owned|by|Ace|Result|representing|2.50%|of|
|voting|rights|in|Jack|Rock|
|“Latest|Practicable|Date”|19th April, 2007, being the latest practicable date prior to|
|the|printing|of|this|circular|for|ascertaining|certain|
|information|contained|in|this|circular|
|“Listing|Rules”|the|Rules|Governing|the|Listing|of|Securities|on|the|
|Stock|Exchange|
|“Mr.|Cheng”|Mr.|Cheng|Ming-Chi|(|),|the|sole|shareholder|of|
|Sky|Talent|
|“Ordinary|“A”|Shares”|ordinary|“A”|shares|of|HK$1.00|each|in|the|share|capital|
|of|Jack|Rock|
|“Ordinary|“B”|Shares”|ordinary|“B”|shares|of|HK$0.10|each|in|the|share|capital|
|of|Jack|Rock|

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– 2 –

DEFINITIONS

“PRC”	People’s Republic of China
“SFO”	Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“Share(s)”	existing ordinary share(s) of HK$0.20 each in the capital
	of the Company
“Shareholder(s)”	the registered holder(s) of the Share(s)
“Sky Talent”	Sky Talent Holdings Limited, a company incorporated in
	the British Virgin Islands with limited liability
“Sky Talent Agreement”	the sale and purchase agreement dated 2nd April, 2007
	entered into between Mr. Cheng as vendor and Benjamin
	Resources as purchaser in respect of the acquisition of
	the Sky Talent Shares
“Sky Talent Completion”	completion of the Sky Talent Agreement
“Sky Talent Shares”	existing ten (10) ordinary shares of US$1.00 each,
	constituting the entire issued share capital of Sky Talent
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Valuation Report”	a valuation report prepared by Messrs. Norton Appraisals
	Limited in respect of valuating the assets held by Jack
	Rock as at 28th February, 2007
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

– 3 –

LETTER FROM THE BOARD

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(Incorporated in Hong Kong with limited liability) (Stock Code: 28)

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

Registered Office:

22nd Floor, Allied Kajima Building 138 Gloucester Road Wanchai Hong Kong

Non-Executive Directors:

Lee Seng Hui (Chairman) Moses Cheng Mo Chi Lisa Yang Lai Sum Yuki Oshima

Independent Non-Executive Directors:

Francis J. Chang Chu Fai Goodwin Gaw Ngai Wah Sang Xu Su Jing

23rd April, 2007

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION

ACQUISITION OF INTERESTS IN SKY TALENT HOLDINGS LIMITED AND ACE RESULT LIMITED

1. INTRODUCTION

On 4th April, 2007, the Company announced that Benjamin Resources had on 2nd April, 2007 entered into (i) the Sky Talent Agreement and (ii) the Ace Result Agreement with respect to the Acquisitions.

– 4 –

LETTER FROM THE BOARD

The Acquisitions constitute a discloseable transaction of the Company under the Listing Rules on the basis that the calculation of the asset ratio for the Company is within the range of 5% and 25%.

The purpose of this circular is to provide the Shareholders with further information on the Acquisitions and other information in relation to the Company in accordance with the requirements of the Listing Rules.

2. THE ACQUISITION AGREEMENTS

(i) The Sky Talent Agreement

On 2nd April, 2007, Benjamin Resources entered into the Sky Talent Agreement with Mr. Cheng pursuant to which Mr. Cheng agreed to sell and Benjamin Resources agreed to purchase the entire issued share capital of Sky Talent and the shareholder’s loan given by Mr. Cheng to Sky Talent for the purpose of financing its investment activity at an aggregate consideration of HK$24,270,000.00. Details of the Sky Talent Agreement are as follows:

Date of Sky Talent Agreement

2nd April, 2007

Parties

Vendor : Mr. Cheng Purchaser : Benjamin Resources

Interests to be acquired

Upon the Sky Talent Completion, Mr. Cheng shall transfer his 100% interests in the entire issued share capital of Sky Talent to Benjamin Resources, which will then own beneficially the entire issued share capital of Sky Talent. Accordingly, the accounts of Sky Talent will be consolidated into the Group’s accounts as an indirect wholly-owned subsidiary of the Company upon the Sky Talent Completion.

Sky Talent is the legal and beneficial owner of 7,995,547 Ordinary “A” Shares and 65,200,000 Ordinary “B” Shares in Jack Rock, representing approximately 5.72% of voting rights in Jack Rock as at the Latest Practicable Date.

– 5 –

LETTER FROM THE BOARD

(ii) The Ace Result Agreement

On 2nd April, 2007, Benjamin Resources entered into the Ace Result Agreement with Elegant Tone pursuant to which Elegant Tone agreed to sell and Benjamin Resources agreed to purchase the entire issued share capital of Ace Result and the shareholder’s loan given by Elegant Tone to Ace Result for the purpose of financing its investment activity at an aggregate consideration of HK$10,940,000.00. Details of the Ace Result Agreement are as follows:

Date of Ace Result Agreement

2nd April, 2007

Parties

Vendor : Elegant Tone Purchaser : Benjamin Resources

Interests to be acquired

Upon the Ace Result Completion, Elegant Tone shall transfer its 100% interests in the entire issued share capital of Ace Result to Benjamin Resources, which will then own beneficially the entire issued share capital of Ace Result. Accordingly, the accounts of Ace Result will be consolidated into the Group’s accounts as an indirect wholly-owned subsidiary of the Company upon the Ace Result Completion.

Ace Result is the legal and beneficial owner of 2,850,000 Ordinary “A” Shares and 29,161,200 Ordinary “B” Shares in Jack Rock, representing 2.50% of voting rights in Jack Rock as at the Latest Practicable Date.

Consideration and payment terms

(i) The Sky Talent Agreement

The aggregate consideration payable to Mr. Cheng under the Sky Talent Agreement shall be HK$24,270,000.00, comprising the sum of HK$6,474,453.00 being the amount payable for the Sky Talent Shares and the sum of HK$17,795,547.00 being the amount payable for the assignment of the shareholder’s loan as at the Sky Talent Completion. The Sky Talent Agreement is on normal commercial terms and the terms thereof including the consideration are negotiated at arm’s length and are fair and reasonable. The sum of HK$14,312,000.00 has been paid to Mr. Cheng as deposit upon signing of the Sky Talent Agreement and the balance in the sum of HK$9,958,000.00 shall be payable to Mr. Cheng at the earlier of the expiry of five (5) Business Days after the Company has fulfilled the conditions under the Sky Talent Agreement and three months from the date of signing the Sky Talent Agreement (i.e. 3rd July, 2007), provided that an extension for a further period may be agreed by Benjamin Resources and Mr. Cheng.

– 6 –

LETTER FROM THE BOARD

(ii) The Ace Result Agreement

The aggregate consideration payable to Elegant Tone under the Ace Result Agreement shall be HK$10,940,000.00, comprising the sum of HK$304,832.33 being the amount payable for the Ace Result Share and the sum of HK$10,635,167.67 being the amount payable for the assignment of the shareholder’s loan as at the Ace Result Completion. The Ace Result Agreement is on normal commercial terms and the terms thereof including the consideration are negotiated at arm’s length and are fair and reasonable. The sum of HK$10,940,000.00 shall be payable to Elegant Tone or as it may direct at the earlier of the expiry of five (5) Business Days after the Company has fulfilled the conditions under the Ace Result Agreement and three months from the date of signing the Ace Result Agreement (i.e. 3rd July, 2007), provided that an extension for a further period may be agreed by Benjamin Resources and Elegant Tone.

The consideration of the Acquisitions takes into account the assignment by Mr. Cheng and Elegant Tone of the respective shareholder’s loans which are fixed and will be funded by the internal resources of the Group.

Basis of consideration

The aggregate consideration of the Acquisitions in the sum of HK$35,210,000.00 was arrived at after arm’s length negotiations amongst the relevant parties and with reference to the fair value of net asset of Jack Rock as at 31st December, 2006 of approximately HK$533,500,000.00 after taking into account the Valuation Report and the benefits that are expected to accrue to the Company in terms of additional control over Jack Rock. According to the Valuation Report, in valuating the property interest held by Jack Rock, the direct comparison approach is adopted, assuming such property interest is capable of being sold in its existing state on a strata-titled basis with the benefit of vacant possession and by making reference to comparable sales, listing or offerings of similar or substitute properties and related market data as available in the relevant markets.

Given that Mr. Cheng and Elegant Tone as the vendors holding shareholding interest indirectly in Jack Rock have the obligations to support Jack Rock with substantial contribution towards paying the construction costs for the future development of the piece of land held by Jack Rock after the Acquisitions, Mr. Cheng and Elegant Tone as the vendors would therefore like to dispose of their indirect interests in the Jack Rock Shares respectively. On the other hand, in light of the outstanding construction costs for future development of the land as aforesaid, Benjamin Resources as purchaser is only willing to purchase the Jack Rock Shares through Sky Talent and Ace Result at a discount. Since further development of the land is still at the planning stage, no contingent liabilities will arise as a result of the Acquisitions.

The primary assets held by Jack Rock are properties located in the PRC. According to the Valuation Report, such assets are valued at HK$1,418,000,000.00.

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LETTER FROM THE BOARD

Completion

Subject to the satisfaction, or waiver (as the case may be), of the respective conditions to the Sky Talent Agreement and the Ace Result Agreement in full, the Sky Talent Completion and the Ace Result Completion shall take place at the earlier of the expiry of five (5) Business Days after the Company has fulfilled the conditions under the Acquisition Agreements respectively and three months from the date of signing the Acquisition Agreements (i.e. 3rd July, 2007) (or such earlier or later date as may be agreed by the respective parties under the Acquisition Agreements).

Conditions

Each of the Sky Talent Completion and the Ace Result Completion is conditional upon, inter alia, the Company having complied with all the necessary requirements under the Listing Rules in respect of the transactions contemplated under the Acquisition Agreements respectively.

In the event that the aforesaid condition is not fulfilled (which cannot be waived) on or before three months from the date of signing the Acquisition Agreements (i.e. 3rd July, 2007) (or such earlier or later date as may be agreed by the respective parties under the Acquisition Agreements), neither party under the Acquisition Agreements shall be obliged to proceed to the Sky Talent Completion or the Ace Result Completion (as the case may be) and the deposit made by Benjamin Resources under the Sky Talent Agreement shall be refunded to Benjamin Resources (without interest) forthwith, and neither party under the Acquisition Agreements shall have any claim against the other except in respect of any antecedent breach under the respective Acquisition Agreements.

The Sky Talent Agreement and the Ace Result Agreement are not inter-conditional.

3. REASONS FOR AND THE BENEFITS OF THE ACQUISITIONS

As at the Latest Practicable Date, Benjamin Resources held 29,782,500 Ordinary “A” Shares and 304,734,540 Ordinary “B” Shares in Jack Rock, representing approximately 26.13% of voting rights in Jack Rock. After the Sky Talent Completion and the Ace Result Completion, Benjamin Resources will hold an aggregate of 40,628,047 Ordinary “A” Shares and 399,095,740 Ordinary “B” Shares in Jack Rock, representing approximately 34.34% of voting rights in Jack Rock.

As at the Latest Practicable Date, the Company and parties acting in concert with it hold approximately 48.81% of voting rights in Jack Rock, including the interests of Benjamin Resources in Jack Rock. Upon the Sky Talent Completion and the Ace Result Completion, the Company and parties acting in concert with it will be holding approximately 57.03% of voting rights in Jack Rock. As a result, Jack Rock will become a subsidiary of the Company.

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LETTER FROM THE BOARD

The Directors consider the making of the Acquisitions represents a good opportunity for the Company to increase significantly its investment in and the taking of additional control over Jack Rock. Notwithstanding the recent losses of Jack Rock, the Directors believe that with the Company’s additional control, the investment in Jack Rock has profit potential in the future. Having regard to the financial position and business operation of Jack Rock and the Valuation Report, the Directors believe that the terms of the Acquisition Agreements are fair and reasonable and in the interests of the Company and the Shareholders as a whole to proceed with the transactions contemplated under the Acquisition Agreements.

Upon completion of the Acquisitions, there will be an increase in the total assets and an increase in the total liabilities of the Group due to consolidation of financial statements of Jack Rock by the Group. As the additional interest in Jack Rock to be indirectly acquired by the Group upon completion of the Acquisitions is limited, the impact on the net assets of the Group will not be significant. Given that the development of the vacant site in the piece of land owned by Jack Rock has yet to proceed after Completion of the Acquisitions, it is not expected that the Acquisitions will have any immediate material effect on the Group’s earnings until such development as aforesaid has been substantially completed.

4. INFORMATION ON BENJAMIN RESOURCES AND THE GROUP

The principal business of Benjamin Resources is investment holding, with sole investment in Jack Rock.

The Company acts as an investment holding company. The Group is engaged principally in the development of high-end apartments, villas, office buildings and commercial properties, property investment, property management and hotel and leisure operations, as well as the manufacture and sale of construction materials in the PRC.

5. INFORMATION ON SKY TALENT, ELEGANT TONE AND ACE RESULT

The principal business of Sky Talent is investment holding, with sole investment in Jack Rock.

The principal business of Elegant Tone is investment holding, owning the entire issued share capital of Ace Result whose sole investment is in Jack Rock.

The principal business of Ace Result is investment holding, with sole investment in Jack Rock.

Regarding Sky Talent, the loss for the period from 18th November, 2005 (date of incorporation) to 31st December, 2006 is HK$5,000.00 and net liabilities are HK$4,922.00 (after deduction of the shareholder’s loan of HK$17,795,547.00) as at 31st December, 2006. Since Sky Talent was incorporated on 18th November, 2005, there is no financial statement for the year ended 31st December, 2005.

Regarding Ace Result, the losses for the two years ended 31st December, 2005 and 31st December, 2006 are HK$543,932.00 and HK$699,758.00 respectively; the net liabilities for the two years ended 31st December, 2005 and 31st December, 2006 are HK$1,460,529.00 and HK$2,160,287.00 respectively.

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LETTER FROM THE BOARD

6. INFORMATION ON JACK ROCK

The principal business of Jack Rock is investment holding and property trading. The underlying asset of Jack Rock is a piece of land located in the PRC which comprises a vacant site and a golf playing club and resort operated by its subsidiaries.

The piece of land held by Jack Rock is situated at No. 388 Dengyun Road, Jinan District, Fuzhou with an area of approximately 2,533,333 square metres, on which the Summit Golf Country Club and Dengyun Resort being a large-scale self-contained resort development is planned to be built. The Summit Golf Country Club, occupying a site of approximately 491,927.90 square metres, and comprising an 18-hole golf course, a driving range and a clubhouse, is currently in operation. The remaining site of the Dengyun Resort is currently vacant.

The unaudited financial information of Jack Rock for the two years ended 31st December, 2005 and 31st December, 2006 are as follows:

			Year ended	Year ended
			31st December, 2006	31st December, 2005
			(unaudited)	(unaudited)
			HK$’000	HK$’000
Consolidated	net	assets value	92,814	97,415
Consolidated	loss	before taxation	(6,715)	(18,068)
Consolidated	loss	after taxation	(6,529)	(18,068)

Upon completion of the Acquisitions, Sky Talent and Ace Result will become indirect wholly-owned subsidiaries of the Company. The Company will therefore be entitled, through the respective shareholdings in Jack Rock of Sky Talent and Ace Result, to any benefits and risks on the assets held by Jack Rock.

7. GENERAL

The Acquisitions have a total assets ratio (as defined in the Listing Rules) which is more than 5% but less than 25% and thus constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules. The transaction is therefore subject to the reporting, announcement and circular requirements under the Listing Rules. In any case, the Company will comply with the relevant disclosure requirements under the Listing Rules whenever and wherever disclosure of relevant transactions effected by the Company is so required thereunder.

To the best of the Directors’ knowledge, information and belief and the Directors having made all reasonable enquiries, Mr. Cheng, Elegant Tone and its ultimate beneficial owner are Independent Third Parties.

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LETTER FROM THE BOARD

8. ADDITIONAL INFORMATION

Your attention is also drawn to the general information of the Company set out in the appendix to this circular.

Yours faithfully,

On behalf of the Board

Tian An China Investments Company Limited Edwin Lo King Yau

Executive Director

– 11 –

GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquires, that to the best of their knowledge and belief, there are no other facts not contained in this circular the omission of which would make any statement herein misleading.

2. DIRECTORS’ INTERESTS

Save as disclosed below, as at the Latest Practicable Date, none of the Directors and chief executive of the Company has any interests and short position in the Shares, underlying shares and debentures of the Company or any of its associated corporation (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they are taken or deemed to have under such provisions of SFO); or were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein; or were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers of the Listing Rules, to be notified to the Company and the Stock Exchange:

(a) The Company

			Percentage to
Name of		Number of	the issued
Directors	Nature of interests	Shares held	share capital
Lee Seng Hui	Other interests	447,045,603	39.58%
		(Note)
Ma Sun	Personal interests	52,125	0.005%
	(held as beneficial owner)

Note: Mr. Lee Seng Hui together with Ms. Lee Su Hwei and Mr. Lee Seng Huang are the trustees of the Lee and Lee Trust (“LL Trust”), being a discretionary trust. They together owned approximately 41.75% interest in the issued share capital of Allied Group Limited (“AGL”) and were therefore deemed to have an interest in the Shares in which AGL was interested.

(b) Associated Corporation – Shanghai Allied Cement Limited (“SAC”)

			Percentage to
Name of		Number of	the issued
Directors	Nature of interests	shares held	share capital
Lee Seng Hui	Other interests	543,485,640	74.51%
		(Note)
Ma Sun	Personal interests	100,000	0.01%
	(held as beneficial owner)

Note: These refer to the same interests held indirectly by the Company in its listed associated corporation, i.e. SAC.

All the interests stated above represent long positions. As at the Latest Practicable Date, no short positions were recorded in the register required to be kept under section 352 of the SFO.

– 12 –

GENERAL INFORMATION

APPENDIX

3. INTERESTS OF SUBSTANTIAL SHAREHOLDERS AND OTHER PERSONS

Save as disclosed below, as at the Latest Practicable Date and so far as was known to the Directors and chief executive of the Company, there were no other persons other than the Directors or chief executive of the Company, who has an interest or short position in the Shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group.

(a) Interests in Shares of the Company as recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO

Number of Shares held

					Percentage
	Personal	Corporate	Other		of total
	interests	interests	interests		interests to
	(held as	(interest of	(held as		the relevant
	beneficial	controlled	investment	Total	issued
Name of Shareholders	owner)	corporation)	manager)	interests	share capital
Sun Hung Kai & Co.	447,045,603	–	–	447,045,603	39.58%
Limited (“SHK”)
Allied Properties (H.K.)	–	447,045,603	–	447,045,603	39.58%
Limited (“APL”)		(Note 1)		(Note 2)
AGL	–	447,045,603	–	447,045,603	39.58%
		(Note 3)		(Note 2)
LL Trust	–	447,045,603	–	447,045,603	39.58%
		(Note 4)		(Note 2)
Penta Investment Advisers	–	–	204,724,000	204,724,000	18.13%
Limited (“Penta”)
John Zwaanstra	–	204,724,000	–	204,724,000	18.13%
		(Note 5)		(Note 6)
ORIX Corporation	87,500,000	–	–	87,500,000	7.75%
Mercury Real Estate	–	–	56,480,000	56,480,000	5.00%
Advisors, LLC
(“Mercury”)
David R. Jarvis	–	56,480,000	–	56,480,000	5.00%
		(Note 7)		(Note 8)
Malcolm F. MacLean	–	56,480,000	–	56,480,000	5.00%
		(Note 9)		(Note 8)

– 13 –

GENERAL INFORMATION

APPENDIX

Notes:

1. Through AP Jade Limited and AP Emerald Limited, direct and indirect wholly owned subsidiaries of APL respectively, APL owned approximately 65.18% interest in the issued share capital of SHK and was therefore deemed to have an interest in the Shares in which SHK was interested.

2. The figure refers to the same interest of SHK in 447,045,603 Shares.

3. AGL owned approximately 74.93% interest in the issued share capital of APL and was therefore deemed to have an interest in the Shares in which APL was interested.

4. Mr. Lee Seng Hui, a Director, together with Ms. Lee Su Hwei and Mr. Lee Seng Huang are the trustees of the LL Trust, being a discretionary trust. They together owned approximately 41.25% interest in the issued share capital of AGL and were therefore deemed to have an interest in the Shares in which AGL was interested.

5. Mr. John Zwaanstra was deemed to be interested in the Shares through his 100% interest in Penta.

6. The figure refers to the same interest of Penta in 204,724,000 Shares.

7. Mr. David R. Jarvis was deemed to be interested in the Shares through his 57.50% interest in Mercury.

8. The figure refers to the same interest of Mercury in 56,480,000 Shares.

9. Mr. Malcolm F. MacLean was deemed to be interested in the Shares through his 42.50% interest in Mercury.

All the interests stated above represent long positions. As at the Latest Practicable Date, no short positions were recorded in the register required to be kept under section 336 of the SFO.

– 14 –

GENERAL INFORMATION

APPENDIX

(b) Interests in other members of the Group

Companies incorporated in Hong Kong

Name of non-wholly
owned subsidiaries	Name of Substantial	No. of
of the Company	Shareholders	shares	Percentage
CBI Investment Limited	Eastern Beauty	102,950,000	13.16%
	Consultants Limited
Tian An (Guangzhou)	China Century Oriental	3,500	35%
Investment Company	Hotel & Tourism
Limited	Holdings (BVI) Co. Ltd.
World Market Limited	E-Uphold Management	10	10%
	Limited

Companies incorporated in the British Virgin Islands

Name of non-wholly
owned subsidiaries	Name of Substantial	No. of
of the Company	Shareholders	shares	Percentage
All – Shanghai Inc.	Aso Corporation	2,562,750	16.7%
Strait Investments	Fabulous Assets Limited	1,985	19.85%
(Shanghai) Limited

Company incorporated in Bermuda

Name of non-wholly
owned subsidiary	Name of Substantial	No. of
of the Company	Shareholder	shares	Percentage
SAC	Ng Siu Chun	144,000,000	19.74%

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GENERAL INFORMATION

APPENDIX

Companies incorporated in the PRC

Name of non-wholly owned subsidiaries of the Company Name of Substantial Shareholders No. of shares Percentage	Name of non-wholly owned subsidiaries of the Company Name of Substantial Shareholders No. of shares Percentage	Name of non-wholly owned subsidiaries of the Company Name of Substantial Shareholders No. of shares Percentage	Name of non-wholly owned subsidiaries of the Company Name of Substantial Shareholders No. of shares Percentage	Name of non-wholly owned subsidiaries of the Company Name of Substantial Shareholders No. of shares Percentage	Name of non-wholly owned subsidiaries of the Company Name of Substantial Shareholders No. of shares Percentage	Name of non-wholly owned subsidiaries of the Company Name of Substantial Shareholders No. of shares Percentage	Name of non-wholly owned subsidiaries of the Company Name of Substantial Shareholders No. of shares Percentage
Dalian Tian An Property Development Co., Ltd. Guangzhou Tian Sui Realty Development Co., Ltd. Jianmen City Tian An Property Development Co., Ltd. Shanghai Tianyang Real Estate Co., Ltd. Wuhan Changfu Property Development Co., Ltd. Zhao Qing Golf and Development Co., Ltd. Shanghai Allied Cement Co., Ltd.							N/A 40% N/A 10% N/A 40% N/A 20% N/A 10% N/A 12% N/A 40% N/A 20%

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GENERAL INFORMATION

APPENDIX

4. SERVICE CONTRACTS OF THE DIRECTORS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any member of the Group which does not expire or is not determinable by such member of the Group within one year without payment of compensation (other than statutory compensation).

5. DIRECTORS’ INTERESTS IN COMPETING BUSINESSES

Save as disclosed below, as at the Latest Practicable Date, none of the Directors (not being the Independent Non-Executive Directors) or their respective associates (as defined in the Listing Rules) was considered to have interests in any competing businesses of the Group pursuant to the Listing Rules:

1. Mr. Patrick Lee Seng Wei is a director of SHK which, through certain of its subsidiaries, is partly engaged in the business of money lending;

2. Messrs. Patrick Lee Seng Wei and Li Chi Kong are directors of APL which, through a subsidiary, is partly engaged in the business of money lending;

3. Messrs. Edwin Lo King Yau and Lee Seng Hui are directors of AGL which, through certain of its subsidiaries, is partly engaged in the business of money lending. Both Messrs. Edwin Lo King Yau and Li Chi Kong are directors of AG Capital Limited, a subsidiary of AGL, which is partly engaged in the business of money lending; and

4. Mr. Lee Seng Hui is one of the trustees of the LL Trust which is a deemed substantial shareholder of each of AGL, APL and SHK which, through their subsidiaries, are partly engaged in the business of money lending.

As the Board is independent from the boards of the abovementioned companies and none of the above Directors can control the Board, the Group is capable of carrying on its businesses independently of, and at arm’s length from, the businesses of such companies.

6. LITIGATION

So far as the Directors are aware, neither the Company nor any of its subsidiaries was engaged in any litigation or arbitration of material importance and no litigation or arbitration of material importance was pending or threatened against the Company or any of its subsidiaries as at the Latest Practicable Date.

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GENERAL INFORMATION

APPENDIX

7. MISCELLANEOUS

• (a) The registered office of the Company is 22nd Floor, Allied Kajima Building, 138 Gloucester Road, Wanchai, Hong Kong.

• (b) The registrar of the Company is Secretaries Limited of 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong.

• (c) The company secretary of the Company is Miss Cindy Yung Yee Mei, who is an associate member of The Hong Kong Institute of Company Secretaries and The Institute of Chartered Secretaries and Administrators.

• (d) The qualified accountant of the Company appointed pursuant to Rule 3.24 of the Listing Rules is Mr. Sunny Tao Tsan Sang, who is an associate of the Hong Kong Institute of Certified Public Accountants and The Chartered Institute of Management Accountants.

• (e) The English text of this circular shall prevail over the Chinese text in the event of inconsistency.

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