Restoration of Public Float (in PDF)

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.

RESTORATION OF PUBLIC FLOAT

The Board wishes to announce that Penta, a substantial shareholder of Tian An, has filed the DI Notices to Tian An and the Stock Exchange on 26th January, 2012. Tian An noticed from the DI Notices that Penta's interest in Tian An Shares has reduced to 423,837,476 Tian An Shares, representing approximately 28.13% of the entire issued share capital of Tian An. Immediately after the Reduction, a total of 376,914,974 Tian An Shares, representing approximately 25.02% of the entire issued share capital of Tian An, are held by public Tian An Shareholders. As such, no action is necessary to be taken by the Offeror and parties acting in concert with it in respect of the public float of Tian An.

INTRODUCTION

References are made to the joint announcement issued by Allied Group Limited, Allied Properties (H.K.) Limited (''APL'') and Tian An China Investments Company Limited (''Tian An'') dated 14th September, 2011 in relation to, among other things, the Partial Share Exchange Offer, the composite document (the ''Composite Document'') dated 18th November, 2011, the joint announcements dated 9th December, 2011 and 23rd December, 2011 which were jointly issued by APL and Tian An in relation to the Partial Share Exchange Offer and the announcement issued by Tian An dated 17th January, 2012 in respect of the public float of Tian An. Unless otherwise defined, terms used herein shall have the same meanings as those defined in the Composite Document.

RESTORATION OF PUBLIC FLOAT

The board of directors of Tian An (the ''Board'') wishes to announce that Penta Investment Advisers Limited (''Penta''), a substantial shareholder of Tian An, has filed the Disclosure of Interests Notices (''DI Notices'') to Tian An and the Stock Exchange on 26th January, 2012. Tian An noticed from the DI Notices that Penta's interest in Tian An Shares has reduced to 423,837,476 Tian An Shares (the

''Reduction''), representing approximately 28.13% of the entire issued share capital of Tian An.

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Immediately after the completion of the Partial Share Exchange Offer, 376,470,974 Tian An Shares were held by public Tian An Shareholders, representing approximately 24.99% of the entire issued share capital of Tian An. Tian An has applied for and the Stock Exchange has granted a waiver for strict compliance with Rule 8.08(1)(a) of the Listing Rules (the "Waiver") for the period from 23rd December, 2011 to 17th January, 2012 to restore the public float of Tian An. Tian An has further applied for an extension of the Waiver for the period from 18th January, 2012 to 31st January, 2012. Immediately after the Reduction, a total of 376,914,974 Tian An Shares, representing approximately
25.02% of the entire issued share capital of Tian An, are held by public Tian An Shareholders. As such, no action is necessary to be taken by the Offeror and parties acting in concert with it in respect of the public float of Tian An.
The table below sets out the shareholding structure of Tian An (i) immediately after the completion of the Partial Share Exchange Offer; and (ii) immediately after the Reduction:

Shareholders of Tian An

Immediately after the

completion of the Partial Share

Exchange Offer

Immediately after the

Reduction

Number of

Tian An Shares

Approximate

%

Number of

Tian An Shares

Approximate

%

The Offeror and parties acting

in concert with it1	705,969,096		46.85		705,969,096		46.85
Penta2	424,281,476		28.16		423,837,476		28.13
Mr. Ma Sun3	47,945		0.00		47,945		0.00
Public Tian An Shareholders	376 ,470 ,974		2 4 .99		376 ,914 ,974		2 5 .02
Total	1,506,769,491		100.00		1,506,769,491		100.00
Notes:

1. As at the date of this announcement, the Offeror is an indirect wholly-owned subsidiary of APL, which was owned as to approximately 71.10% by AGL, which in turn was owned as to approximately 57.00% by Lee and Lee Trust.

2. Pursuant to the DI Notices filed by Penta to Tian An and the Stock Exchange on 26th January, 2012, as at the date of this announcement, Penta has a long position interest in (i) 423,837,476 Tian An Shares; and (ii) unlisted cash settled derivatives equivalent to 24,865,000 underlying Tian An Shares. However such derivatives were not issued by Tian An and none of Tian An Directors have any information on the convertibility of such derivatives into Tian An Shares or any terms and conditions thereof. As such, no assumption was made regarding the conversion of such derivatives into Tian An Shares in the above shareholding structure. Penta is an Independent Tian An Shareholder in respect of the Partial Share Exchange Offer but not regarded as part of the public float of Tian An pursuant to Rule 8.24 of the Listing Rules.

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3. Mr. Ma Sun is an executive Tian An Director. Mr. Ma Sun is an Independent Tian An Shareholder in respect of the

Partial Share Exchange Offer but not regarded as part of the public float of Tian An.

On behalf of the Board

Tian An China Investments Company Limited

Edwin Lo King Yau

Executive Director
Hong Kong, 27th January, 2012

As at the date of this announcement, the Board comprises Mr. Hu Aimin (Deputy Chairman), Mr. Song Zengbin (Deputy Chairman), Mr. Patrick Lee Seng Wei (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), Mr. Ng Qing Hai, Dr. Moses Cheng Mo Chi and Mr. Lee Shu Yin being the Non-Executive 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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