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Great Eagle Holdings Limited Proxy Solicitation & Information Statement 2011

May 9, 2011

48897_rns_2011-05-09_74ec8388-5b0a-4b44-a0bb-6a139adfd442.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (‘‘Meeting’’) of Tian An China Investments Company Limited (天安中國投資有限公司) (‘‘Company’’) will be held at Plaza 4, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Monday, 30th May, 2011 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolution, with or without amendments, as an ordinary resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT the rules of the share option scheme of a subsidiary of the Company, Allied Cement Holdings Limited (‘‘Allied Cement Share Option Scheme’’), a copy of which is marked ‘‘A’’ and a summary of which is set out in a circular of the Company dated 11th May, 2011 and despatched to the shareholders of the Company of which the notice convening this Meeting forms part marked ‘‘B’’ and both produced to the Meeting and for the purpose of identification signed by a director of the Company, be and is hereby approved and adopted to be the share option scheme of Allied Cement Holdings Limited and the directors of the Company be and are hereby authorised to do all such acts and enter into all such transactions and arrangement as may be necessary or expedient in order to give effect to the Allied Cement Share Option Scheme.’’

By Order of the Board Tian An China Investments Company Limited Cindy Yung Yee Mei

Company Secretary

Hong Kong, 11th May, 2011

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Registered Office: 22nd Floor Allied Kajima Building 138 Gloucester Road

Wanchai Hong Kong

Notes:

  1. A member of the Company entitled to attend and vote at the Meeting will be entitled to appoint one or more proxies to attend and, on a poll, vote in his or her stead. A proxy need not be a member of the Company.

  2. Whether or not you intend to attend the Meeting in person, you are urged to complete and return the form of proxy in accordance with the instructions printed thereon. Completion and return of the form of proxy will not preclude you from attending the Meeting and voting in person if you so wish. In the event that you attend the Meeting after having lodged the form of proxy, it will be deemed to have been revoked.

  3. To be valid, the form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority, must be deposited at the Company’s share registrar, Tricor Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, not less than 48 hours before the time fixed for the Meeting or any adjournment thereof.

  4. Where there are joint holders of any shares of the Company, any one of such joint holders may vote at the Meeting, either personally or by proxy in respect of such shares as if he or she was solely entitled thereto, but if more than one of such joint holders are present at the Meeting personally or by proxy, that one of such joint holders so present whose name stands first on the register of members of the Company shall alone be entitled to vote in respect of such shares.

As at the date of this announcement, the board of directors of the Company comprises Mr. Hu Aimin (Deputy Chairman), Mr. Song Zengbin (Deputy Chairman), Mr. Patrick Lee Seng Wei (Managing Director), Mr. Ng Qing Hai (Deputy Managing Director), Mr. Ma Sun (Deputy Managing Director), Mr. Edwin Lo King Yau and Mr. Tao Tsan Sang being the Executive Directors; Mr. Lee Seng Hui (Chairman), Dr. Moses Cheng Mo Chi and Mr. Lee Shu Yin being the NonExecutive Directors; and Mr. Francis J. Chang Chu Fai, Mr. Jin Hui Zhi, Mr. Ngai Wah Sang and Ms. Lisa Yang Lai Sum being the Independent Non-Executive Directors.

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