Tiens Biotech Group (NYSE AMEX:TBV)

New Tiens is a newly formed Delaware corporation created by the Filing Persons for the purpose of causing a merger with TBG. Upon the contribution by TIH of its shares of TBG common stock to New Tiens, New Tiens will hold approximately 95.1% of the outstanding shares of TBG. At any time beginning at least 20 days following the date of the mailing of this Schedule 13E-3, or such later time as may be required to comply with Rule 13e-3 under the Securities Exchange Act, and all other applicable laws, the Filing Persons will cause New Tiens to merge with TBG in a “short form” merger under Section 253 of the Delaware General Corporation Law, referred to herein as the “DGCL”. Under the DGCL, no action is required by the board of directors of TBG or the stockholders of TBG (other than New Tiens) for the merger to become effective. TIH and New Tiens do not intend, nor are they required to under the DGCL, to enter into a merger agreement with TBG or to seek the approval of the board of directors of TBG for the merger. Holders of TBG common stock will not be entitled to vote their shares of TBG common stock with respect to the merger, but will be entitled to appraisal rights under and in accordance with the DGCL. Common stock of TBG constitutes the only class of capital stock of TBG that, in the absence of Section 253 of the DGCL, would be entitled to vote on the merger. New Tiens will be the surviving corporation in the merger.

Merger Consideration:

Upon the effective date of the merger, each share of TBG common stock (other than shares held by New Tiens, shares held in treasury and shares with respect to which appraisal rights have been properly exercised and not withdrawn or lost) will be cancelled and automatically converted into the right to receive $1.72 in cash, without interest.