Television Broadcasts Limited — AGM Information 2004

Jul 30, 2004

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in China Conservational Power Holdings Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser(s) or transferee(s), or to the banker, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 290)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS

AND

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

A notice convening an annual general meeting (the “AGM”) of China Conservational Power Holdings Limited (the “Company”) to be held at Unit 3616, 36th Floor, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Sheung Wan, Hong Kong on Friday, 27 August 2004 at 11:30 a.m. is set out on pages 14 to 28 of this circular.

A form of proxy for the AGM is enclosed herewith. Whether or not you are able to attend the AGM, please complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch registrar and transfer office in Hong Kong, Hong Kong Registrars Limited at Rooms 1901-5, 19th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be). Completion and return of proxy form will not preclude you from attending and voting at the AGM should you so desire.

30 July 2004

CONTENTS

	Pages
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed grant of general mandates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Amendments to the Articles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
The AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Document for inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I – EXPLANATORY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX II – BIOGRAPHY OF THE DIRECTORS
PROPOSED FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . .	11
NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

DEFINITIONS

In this circular, unless otherwise defined, terms used herein shall have the following meaning:

“AGM”	the annual general meeting of the Company to be held
	at Unit 3616, 36th Floor, China Merchants Tower, Shun
	Tak Centre, 168-200 Connaught Road Central, Sheung
	Wan, Hong Kong on Friday, 27 August 2004 at
	11:30 a.m., a copy of the notice is set out on pages 14
	to 28 of this circular;
“AGM Notice”	the notice of the AGM as set out on pages 14 to 28 of
	this circular;
“Articles”	the articles of association of the Company;
“associates”	has the meaning ascribed thereto in the Listing Rules;
“Board”	the board of Directors;
“Company”	China Conservational Power Holdings Limited, a
	company incorporated in the Cayman Islands with
	limited liability, the shares of which are listed on the
	Stock Exchange;
“connected person”	has the meaning ascribed thereto in the Listing Rules;
“Directors”	the directors of the Company;
“Group”	the Company and its subsidiaries;
“Hong Kong”	The Hong Kong Special Administrative Region of the
	PRC;
“Issued Share Capital”	the issued share capital of the Company comprising
	322,272,000 Shares as at the Latest Practicable Date;
“Issue Mandate”	the general and unconditional mandate to be granted
	to the Directors at the AGM to allot, issue and
	otherwise deal with new Shares not exceeding 20% of
	the aggregate nominal amount of the share capital of
	the Company in issue as at the date of the passing of
	the resolution approving such mandate;
“Latest Practicable Date”	22 July 2004, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information for inclusion in this circular;

– 1 –

DEFINITIONS

“Listing Rules”	The Rules Governing the Listing of Securities on the
	Stock Exchange;
“Repurchase Mandate”	the general and unconditional mandate to be granted
	to the Directors at the AGM to repurchase securities
	of the company on the Stock Exchange up to 10% of
	the aggregate nominal amount of the share capital of
	the Company in issue as at the date of the passing of
	the resolution approving such mandate;
“SFO”	Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong);
“Share(s)”	ordinary share(s) of HK$0.10 each in the share capital
	of the Company;
“Shareholder(s)”	holder(s) of Shares;
“Special Resolution”	the special resolution to be proposed at the AGM in
	order to consider and approve the proposed
	amendments to be made to the Articles as set out in
	resolution number 5 of the AGM Notice;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Takeovers Code”	The Hong Kong Code on Takeovers and Mergers;
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong;
	and
“%”	per cent.

– 2 –

LETTER FROM THE BOARD

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 290)

Executive Directors: Mr. Hon Ming Kong (Chairman) Mr. Hon Yik Kwong Mr. Lee Yu Leung Mr. Ting Pascal Mr. Chen Jun Nong

Non Executive Director: Mr. Li Yong, Alfa

Registered Office: P.O. Box 309 Ugland House South Church Street George Town Grand Cayman Cayman Islands British West Indies

Independent Non-executive Directors: Mr. Fork Siu Lun, Tommy Mr. Tsoi Wai Kwong

Head Office and Principal Place of Business in Hong Kong: Unit 3616, 36th Floor China Merchants Tower Shun Tak Centre 168-200 Connaught Road Central Sheung Wan Hong Kong

30 July 2004

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the AGM relating to (i) the Issue Mandate and the Repurchase Mandate; (ii) the re-election of Directors; and (iii) the proposed amendments to the Articles.

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LETTER FROM THE BOARD

PROPOSED GRANT OF GENERAL MANDATES

At the annual general meeting of the Company held on Friday, 29 August 2003, ordinary resolutions were passed to, among other things, grant the general mandates to the Directors to repurchase Shares and to issue, allot and otherwise deal with Shares. These general mandates will lapse at the conclusion of the AGM.

ISSUE MANDATE

At the AGM, ordinary resolutions will be proposed for the approval to grant a general mandate to the Directors to issue Shares equal to an aggregate of up to 20% of the issued share capital of the Company as at the date of passing the relevant resolution (ie. 64,454,400 Shares, assuming there is no change in the Issued Share Capital as at the date of the AGM) and any Shares repurchased pursuant to the Repurchase Mandate.

REPURCHASE MANDATE

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their own securities, subject to restrictions, on the Stock Exchange. At the AGM of the Company, an ordinary resolution will be proposed to grant to the Directors of the Company a general mandate to, inter alia, repurchase up to 10% of the issued share capital of the Company as at the date of the relevant resolution (ie. 32,227,200 Shares, assuming there is no change in the Issued Share Capital as at the date of the AGM). The Company is required under the Listing Rules to send to Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the Repurchase Mandate, which is set out in Appendix I to this circular.

PROPOSED AMENDMENTS TO THE ARTICLES

On 30 January 2004, the Stock Exchange announced certain amendments to the Listing Rules which has come into effect on 31 March 2004.

The Board proposes to amend the Articles to reflect the revised Listing Rules, which would include:

• (a) the minimum period for lodgement by shareholders of notice to nominate a director shall be seven days, commencing no earlier than the day after the despatch of the notice of the meeting appointed for such election and ending no later than seven days before the date of such meeting;

• (b) directors shall abstain from voting at the board meeting on any matter in which any of his associates has a material interest and are not to be counted towards the quorum of the relevant board meeting; and

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LETTER FROM THE BOARD

• (c) where any shareholder is, under the Listing Rules, required to abstain from voting on any particular resolution or restricted to vote only for or only against any particular resolution, any votes cast by or on behalf of such shareholder in contravention of such requirements or restriction shall not be counted.

In addition, on 17 February 2002, the Stock Exchange has announced amendments to the Listing Rules to permit listed companies to distribute summary information and particulars of a complete annual report and accounts in place of complete annual report and accounts, provided that they ascertain the wishes of the shareholders and comply with the relevant legal requirements of their place of incorporation and provisions of their constitutional documents. The rules amendments were effective for annual reports in respect of accounting periods ending on or after 31 October 2001. On 5 February 2002, amendments were also made to the Listing Rules which has come into effect on 15 February 2002 permitting listed companies to send or otherwise make available corporate communications to shareholders using electronic means with their prior approval if this is permissible under the applicable laws and regulations and the listed companies’ own constitutional documents. The Board propose to take this opportunity to amend the Articles to reflect the various amendments to the Listing Rules in 2002.

Full details of the proposed amendments to the Articles to be approved by the Shareholders by way of a Special Resolution are set out in resolution number 5 of the AGM Notice set out on pages 17 to 28 of this circular.

PROPOSED RE-ELECTION OF DIRECTORS

Under article 116 of the Articles, at each annual general meeting, one-third of the Directors (other than the Managing Director or Joint Managing Director) for the time being, or, if their number is not three or a multiple of three, then the number nearest to, but not exceeding, one-third, shall retire from office by rotation. It is also provided in article 116 that 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. Article 99 of the Articles provides that any Director appointed by the Board to fill a casual vacancy or as an addition to the Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for reelection at that meeting provided that any Director who so retires shall not be taken into account in determining the number of Directors who are to retire at such meeting by rotation.

Mr. Tsoi Wai Kwong, Mr. Ting Pascal, Mr. Chen Jun Nong and Mr. Li Yong, Alfa who are appointed by the Board shall retire at the AGM. Mr. Lee Yu Leung, being the Director who has been longest in office since his last election shall retire at the AGM pursuant to article 116 of the Articles. All of Mr. Tsoi Wai Kwong, Mr. Ting Pascal, Mr. Chen Jun Nong, Mr. Li Yong, Alfa and Mr. Lee Yu Leung are eligible for re-election at the AGM and have agreed to offer themselves for re-election.

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LETTER FROM THE BOARD

The biography of each of Mr. Tsoi Wai Kwong, Mr. Ting Pascal, Mr. Chen Jun Nong, Mr. Li Yong, Alfa and Mr. Lee Yu Leung are set out in Appendix II to this circular. A resolution will be put forward at the AGM to consider the re-election of Mr. Tsoi Wai Kwong, Mr. Ting Pascal, Mr. Chen Jun Nong, Mr. Li Yong, Alfa and Mr. Lee Yu Leung as Directors.

THE AGM

The AGM Notice setting out the ordinary resolutions and the Special Resolutions which will be proposed to approve, inter alia, the Issue Mandate and the Repurchase Mandate, the re-election of Directors, and the proposal for amending the Articles.

A proxy form for use at the AGM is enclosed herewith. Whether or not you intend to attend the AGM, you are requested to complete the proxy form and return it to the Company’s branch registrar and transfer office in Hong Kong, Hong Kong Registrars Limited at Rooms 1901-5, 19th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the AGM if they so wish.

Pursuant to article 80 of the Articles, all resolutions to be proposed at the AGM will be put to the vote of the Shareholders on a show of hands. It is further provided in article 80 that a poll may be demanded before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll, by:

• (a) the chairman of the meeting; or

• (b) at least five Shareholders present in person or by proxy and entitled to vote; or

• (c) any Shareholder or Shareholders present in person or by proxy and representing in the aggregate not less than one-tenth of the total voting rights of all Shareholders having the right to attend and vote at the meeting; or

• (d) any Shareholder or Shareholders present in person or by proxy and holding Shares conferring a right to attend and vote at the meeting on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all Shares conferring that right.

RECOMMENDATIONS

The Directors believe that the Issue Mandate and the Repurchase Mandate, the reelection of Directors, and the proposed amendments to the Articles, are in the best interests of the Company and its Shareholders. Accordingly, the Directors recommend that all Shareholders should vote in favour of the resolutions set out in the AGM Notice.

– 6 –

LETTER FROM THE BOARD

DOCUMENT AVAILABLE FOR INSPECTION

A copy of the Articles (inclusive of the proposed amendments thereto as set out in the AGM Notice) is available for inspection at the principal place of business of the Company in Hong Kong at Unit 3616, 36th Floor, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Sheung Wan, Hong Kong during normal business hours for a 14-days period immediately preceding the AGM to be held on 27 August 2004 and at the AGM.

By Order of the Board China Conservational Power Holdings Limited Hon Ming Kong Chairman

– 7 –

APPENDIX I

EXPLANATORY STATEMENT

This is the explanatory statement to provide requisite information to the Shareholders of the Company for their consideration of the Repurchase Mandate, as required by Listing Rules.

1. SHARE CAPITAL

As at the Latest Practicable Date, the number of Shares in issue were 322,272,000.

Subject to the passing of the resolution number 5(B) set out in the AGM Notice, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 32,227,200 Shares, representing 10% of the Issued Share Capital (assuming there will be no change in the Issued Share Capital of the Company between the Latest Practicable Date and the AGM and the outstanding options to subscribe for 24,930,000 Shares as at the Latest Practicable Date are not exercised before the AGM).

2. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets of the Company and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and its Shareholders.

3. FUNDING OF REPURCHASE

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Memorandum and Articles and the applicable laws of the Cayman Islands. The Directors have no intention to repurchase any Shares of the Company but propose that such purchases would be appropriately financed by the Company’s internal resources and/or proceeds of an issue of new Shares and/or available banking facilities.

There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited consolidated accounts contained in the annual report for the year ended 31 March 2004 (a copy of the annual report containing the audited consolidated accounts for the year ended 31 March 2004 is sent to the Shareholders together with this circular) in the event that the proposed shares repurchase was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extend 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.

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APPENDIX I

EXPLANATORY STATEMENT

4. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous 12 months before the Latest Practicable Date were as follows:

		Shares
	Highest		Lowest
	HK$		HK$
2003
July	1.600		0.500
August	1.590		1.170
September	2.875		1.520
October	1.750		1.500
November	1.480		1.000
December	1.450		1.000
2004
January	1.250		0.700
February	0.860		0.690
March	0.750		0.540
April	1.330		0.700
May	0.900		0.600
June	0.970		0.650
July (up to the Latest Practicable Date)	0.680		0.470

5. UNDERTAKING

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates, have any present intention to sell any Shares to the Company under the Repurchase Mandate if such is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate and in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

No other connected persons have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

6. TAKEOVERS CODE

If on exercise of the powers of repurchase Shares pursuant to the Repurchase Mandate, 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 Rule 32 of the

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APPENDIX I

EXPLANATORY STATEMENT

Takeovers Code. As a result, a shareholder or group of shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, so far as the Directors were aware, the substantial shareholders of the Company (within the meaning of the Listing Rules) are Highworth Venture Limited and YSH Investments Limited, interested in 17.04% and 15.83% of the Issued Share Capital of the Company. Highworth Venture Limited is wholly owned by Mr. Hon Ming Kong, the present Chairman and an Executive Director. YSH Investments Limited is beneficially owned as to 90.4% by Mr. Lai Sai Sang, the former Chairman of the Company. In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate (on the basis of 322,272,000 Shares in issued before the exercise of the Repurchase Mandate), the attributable shareholdings of (1) Highworth Venture Limited and parties acting in concert with it would be increased to approximately 18.93% of the Issued Share Capital; and (2) YSH Investments Limited and parties acting in concert with it would be increased to approximately 17.59% of the Issued Share Capital. Such increases would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

7. SHARE PURCHASE MADE BY THE COMPANY

The Company has not purchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the date of this circular.

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APPENDIX II

BIOGRAPHY OF THE DIRECTORS PROPOSED FOR RE-ELECTION

The following are the biographies of the Directors proposed to be re-elected at the AGM.

Mr. Lee Yu Leung

Mr. Lee Yu Leung, aged 46, was appointed as an Executive Director on 1 February 2002. Mr. Lee is responsible for the overall business development, finance and corporate governance of the Group. Mr. Lee has more than 24 years of experience in investment services business. Mr. Lee was formerly a member of the Listing Committee and a council member of the Stock Exchange. During the past three years, he has been director of Asia Financial (Securities) Limited, AFH Credit Limited, Asia Financial (Futures) Limited, Asia Financial (Nominees) Limited, Asia Financial Pacific (Securities) Limited, A-Trade.Com (HK) Ltd. and FAT Trade.Com Ltd. He was appointed as an independent non-executive director of Oriental Union Holdings Limited (now known as Foundation Group Limited), a company listed on the Main Board of the Stock Exchange, during the period from July 1998 to August 2002. And currently, he is an independent non-executive director of Central China Enterprises Limited, which is also a company listed on the Stock Exchange.

As at the Latest Practicable Date, Mr. Lee holds directorships in MindGenius Secretarial Services Limited, China Legend International Limited, China Sciences Conservational Power Limited, Country Super Limited, Ever Ace Investment Limited, General Win International Limited, Hong Tong Hai Capital Limited, Hong Tong Hai Consultants Limited, Hong Tong Hai Investments Limited, Skywell Asia Limited, Topeast Engineering Limited, Tribest Investments Limited, Yew Sang Hong Investment Services Limited and Oriental Overseas Group Limited, all of which are subsidiaries of the Company.

Pursuant to a service agreement entered into between Mr. Lee and the Company dated 1 February 2002, Mr. Lee was appointed as an Executive Director for a term of one year commencing from 1 February 2002 and shall continue thereafter until terminated by either party giving not less than three months’ notice in writing expiring no earlier than the end of the one year initial fixed term. As at the Latest Practicable Date, no notice of termination has been served by either the Company or Mr. Lee and the service agreement remain in full force and defect. Mr. Lee is currently entitled to a remuneration of HK$60,000.00 per month for 13 months per annum (subject to review at the discretion of the Board after the completion of each 12 months of service). The remuneration of Mr. Lee is determined by the Board taking into account his previous experience and responsibilities in the Group. As at the Latest Practicable Date, Mr. Lee has options to subscribe for 4,000,000 Shares pursuant to the share option schemes of the Company adopted on 3 April 2001 and 12 February 2003, respectively. Save as disclosed, Mr. Lee does not have interest in any shares of the Company within the meaning of Part XV of the SFO. Other than his directorships with the Company and the subsidiaries of the Company mentioned herein, Mr. Lee does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

– 11 –

APPENDIX II

BIOGRAPHY OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Ting Pascal

Mr. Ting Pascal, aged 36, was appointed as an Executive Director on 17 March 2004. Mr. Ting grew up in France and obtained most of his professional training in information technology in the United States of America, after obtaining his college degree in Switzerland. He has extensive experience in building and managing “brand name” chain stores in the United States of America. Mr. Ting has not hold any directorship in any other listed companies for the past three years and does not hold any position in other members of the Group.

Pursuant to a service agreement entered into between Mr. Ting and the Company dated 17 March 2004, Mr. Ting was appointed as an Executive Director for a term of one year commencing from 17 March 2004 and shall continue thereafter until terminated by either party giving not less than three months’ notice in writing expiring no earlier than the end of the one year initial fixed term. Mr. Ting is currently entitled to a remuneration of HK$75,000 per month for 13 months per annum (subject to review at the discretion of the Board after the completion of each 12 months of service). The remuneration of Mr. Ting is determined by the Board taking into account his previous experience and responsibilities in the Group. As at the Latest Practicable Date, Mr. Ting does not have any interests in Shares of the Company within the meaning of Part XV of the SFO. Other than his directorship with the Company, Mr. Ting does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

Mr. Chen Jun Nong

Mr. Chen Jun Nong, aged 36, was appointed as an Executive Director on 17 March 2004. Mr. Chen received a Computer Science degree from the University of Maryland, the United States of America. As a specialist in information technology, he will be responsible for all information technology issues in relation to projects the Group engages in. He has no directorship with other listed companies for the past three years.

Pursuant to a service agreement entered into between Mr. Chen and the Company dated 17 March 2004, Mr. Chen was appointed as an Executive Director for a term of one year commencing from 17 March 2004 and shall continue thereafter until terminated by either party giving not less than three months’ notice in writing expiring no earlier than the end of the one year initial fixed term. Mr. Chen is currently entitled to a remuneration of HK$65,000 per month for 13 months per annum (subject to review at the discretion of the Board after the completion of each 12 months of service). The remuneration of Mr. Chen is determined by the Board taking into account his previous experience and responsibilities in the Group. As at the Latest Practicable Date, Mr. Chen is interested in 120,000 Shares and has no option to subscribe for shares. Save as disclosed, Mr. Chen does not have interest in any shares of the Company within the meaning of Part XV of the SFO. Other than his directorship with the Company, Mr. Chen does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

– 12 –

APPENDIX II

BIOGRAPHY OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Li Yong, Alfa

Mr. Li Yong, Alfa, aged 31 was appointed as an Non-Executive Director on 13 May 2004. Mr. Lee has 10 years’ experience in marketing and business consulting, with an excellent marketing and organization skills, he has extensive knowledge of an up-to-date high tech business. He founded bekoo.com and mycall.net in 2000 and quickly guided them to become two of the most popular communication portals in North America. Mr. Li was award the proclamation for “Being an outstanding Internet Expert and doing business” from City of Cerritos, California, the United States of America in 2000. During the past three years, Mr. Li has not held any directorship in publicly listed companies. Apart from his directorship with the Company, Mr. Li does not hold any position in other members of the Group.

Pursuant to a letter of appointment dated 13 May 2004, Mr. Li was appointed as an Non-Executive Director for a term of one year commencing from 13 May 2004 and shall continue thereafter until terminated by either party giving not less than three months' notice in writing expiring no earlier than the end of the one year initial fixed term. Mr. Li is currently entitled to an annual remuneration of HK$884,000 (subject to review at the discretion of the Board after the completion of each 12 months of service). The remuneration of Mr. Li is determined by the Board taking into account his previous experience and responsibilities in the Group. As at the Latest Practicable Date, Mr. Li does not have interest in any shares of the Company within the meaning of Part XV of the SFO. Mr. Li does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

Mr. Tsoi Wai Kwong

Mr. Tsoi Wai Kwong, aged 40, was appointed as an independent Non-Executive Director on 22 September 2003. Mr. Tsoi has more than 10 years of experience in business management and international shipping operations. He is a member of the Institute of Linguists in the United Kingdom. He was an executive director of Oriental Union Holdings Limited (now known as Foundation Group Limited), a company listed on the Main Board of the Stock Exchange, during the period from March 1998 to May 2002. Currently, he is an executive director of Shougang Concord International Enterprises Company Limited which is also a company listed on the Main Board of the Stock Exchange.

Pursuant to a letter of appointment dated 16 October 2003, Mr. Tsoi was appointed as an Independent Non-Executive Director for a term of one year commencing from 22 September 2003 and shall continue thereafter until terminated by either party giving not less than two months’ notice in writing expiring no earlier than the end of the one year initial fixed term. Mr. Tsoi is currently entitled to an annual remuneration of HK$80,000. The remuneration of Mr. Tsoi is determined by the Board by reference to the prevailing remuneration payable to independent non-executive directors in the market. As at the Latest Practicable Date, Mr. Tsoi is interested in 174,000 Shares representing approximately 0.05% of the Issue Share Capital. Save as disclosed, Mr. Tsoi does not have interest in any shares of the Company within the meaning of Part XV of the SFO. Other than his directorship with the Company, Mr. Tsoi does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

– 13 –

NOTICE OF AGM

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 290)

NOTICE IS HEREBY GIVEN that the annual general meeting of China Conservational Power Holdings Limited (the “Company”) will be held at Unit 3616, 36th Floor, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Sheung Wan, Hong Kong on Friday, 27 August 2004 at 11:30 a.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements and the reports of the directors of the Company and the auditors for the year ended 31 March 2004.

2. To re-elect directors and to authorise the board of directors to fix their remuneration.

3. To appoint auditors and to authorise the board of directors to fix their remuneration.

4. To consider, as special business and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

5. (A) “ THAT the directors of the Company be and are hereby granted an unconditional general mandate to repurchase issued shares in the capital of the Company in accordance with all applicable laws and subject to the following conditions:

   • (a) such mandate shall not extend beyond the Relevant Period (as defined in sub-paragraph (c) below);

   • (b) the aggregate nominal amount of the shares of the Company to be repurchased or agreed conditionally or unconditionally to be repurchased by the directors of the Company pursuant to this resolution shall not exceed 10% of the aggregate nominal amount of the shares of the Company in issue at the date of passing of this resolution; and

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• (c) for the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

  - (i) the conclusion of the next annual general meeting of the Company;

  - (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

  - (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in a general meeting.”

• (B) “ THAT the directors of the Company be and are hereby granted an unconditional general mandate to issue, and allot and deal with additional shares in the capital of the Company or securities convertible into shares, and to make or grant offers, agreements and options in respect thereof, subject to the following conditions:

• (a) such mandate shall not extend beyond the Relevant Period (as defined in sub-paragraph (c) below) save that the directors may during the Relevant Period make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

• (b) the aggregate nominal amount of the shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors, otherwise than pursuant to a Rights Issue (as defined in sub-paragraph (c) below) or pursuant to the grant or exercise of options issued under any share option scheme adopted by the Company for the grant or issue to employees of the Company and/or any of its subsidiaries and/or associated companies of options to subscribe for or rights to acquire shares of the Company, or pursuant to any scrip dividend or other similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company pursuant to the articles of association of the Company or with the consent of the Company in general meeting, shall not exceed 20% of the aggregate nominal amount of the shares of the Company in issue at the date of passing of this resolution; and

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• (c) for the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in a general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the directors of the Company to holders of shares of the Company or any class thereof of members on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of , or the requirements of any recognized regulatory body or any stock exchange in, any territory outside Hong Kong).”

• (C) “ THAT the general mandate granted to the directors of the Company to issue and dispose of additional shares pursuant to Ordinary Resolution 4(B) set out in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to Ordinary Resolution 4(A) set out in the notice convening this meeting, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution.”

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1. To consider, as special business and, if thought fit, pass with or without amendments, the following resolutions as special resolution:

2. “ THAT the Articles of Association of the Company be amended as follows:

3. (a) by adding the new definitions to article 2 in the alphabetical order as appeared herein:

   • “ Associates

4. “Associate” shall mean, in relation to any Director:

5. (i) his spouse and any of his or his spouse’s children or step-children, natural or adopted, under the age of 18 (“family interests”);

6. (ii) the trustees, acting in their capacity as such trustees, of any trust of which he or nay of his family interests is a beneficiary or, in the case of a discretion trust, is (to his knowledge) a discretionary object and any company (a “trustee-controlled company”) in the equity capital of which the trustees, acting in their capacity as such trustees, are directly or indirectly interested so as to exercise 30 per cent. (or such other amount as from time to time be specified in the HK Code on Takeovers and Mergers as being the level for triggering a mandatory general offer) or more of the voting power at general meetings, or to control the composition of a majority of the board of directors of the other company which is its subsidiaries (together the “trustee interests”);

7. (iii) a holding company of a trustee-controlled company or a subsidiary of any such holding company;

8. (iv) any company in the equity capital of which he, his family interests, any referred to in paragraph (ii) above, acting in their capacity as trustees, and/or any trustee interests taken together are directly or indirectly interested (other than through their respective interests in the capital of the Company) so as to exercise or control the exercise of 30 per cent. (or such other amount as may from time to time be specified in the HK Code on

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     - Takeovers and Mergers as being the level for triggering a mandatory general offer) or more of the voting power at general meetings, or to control the composition of a majority of the board and any other company which is its subsidiary or holding company or a fellow subsidiary of any such holding company; and

  - (v) any other person who would be deemed to an “Associate” of the Director under the Listing Rules;

• the Company “the Company” or “this Company” shall mean China Conservational Power Holdings Limited;

• the Company’s “the Company’s Website” shall mean the website Website of the Company;

• electronic “electronic” shall have the meaning given to it in the Electronic Transactions Law 2000 of the Cayman Islands and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefore;

• Electronic “Electronic Signature” shall mean an electronic Signature symbol or process attached to or logically associated with an electronic communication and executed or adopted by a person with the intent to sign the electronic communication;”;

• (b) by deleting the existing definition of “recognised clearing house” in article 2 and substituting therefor the following new definition:

• ““ recognised means a recognised clearing house within the clearing house ” meaning of Part I of Schedule 1 to the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and any amendments thereto or reenactments thereof for the time being its free and includes other law incorporated therewith or substituted therefor;”;

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• (c) by deleting the existing definition of “subsidiary and holding company” in article 2 of and substituting therefor the following new definitions:

• “subsidiary and “subsidiary” and “holding company” shall have the holding meanings attributed to such terms in the Company company Ordinance, but interpreting the term “subsidiary” in accordance with the definition of “subsidiary” under the Listing Rules;”;

• (d) by inserting the following in the words “in a legible and non-transitory form” in the definition of writing/printing in article 2:

“and only where used in connection with a notice served by the Company on members or other persons entitled to received notices hereunder, shall also include a record maintained in an electronic medium which is accessible in visible form so as to be useable for subsequent references;”

• (e) by inserting the following after the words “The registrar may, on 14 days’; notice being given by advertisement published in the newspaper” in article 15(c):

“or, subject to the Listing Rules, by electronic communication in the manner in which notices may be served by the Company by electronic means as herein provided,”;

• (f) by replacing the references to the amount of HK$1.00 in article 15(d) with the amount HK$2.50;

• (g) by deleting “.”at the end of article 16 and by adding the following after the last sentence in article 16:

“All certificates for shares shall be delivered personally or sent through the post addressed to the member entitled thereto at his registered address as appearing in the register”;

• (h) by deleting “.” At the end of article 28 and by adding the following after the last sentence in article 28:

“or, subject to the Listing Rules, by electronic communication in the manner in which notices may be served by the Company by electronic means as herein provided.”;

• (i) by inserting the following after the words “The registration of transfers may, on 14 days’ notice being given by advertisement published in newspapers,” in article 44:

“or, subject to the Listing Rules, by electronic communication in the manner in which notices may be served by the Company by electronic means as herein provided,”;

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• (j) by deleting the existing article 77 and substituting therefor the following article:

• “ When if quorum 77. If within 15 minutes from the time appointed not present for the meeting a quorum is not present, the meeting to be meeting, if convened upon the requisition of dissolved and members, shall be dissolved, but in any other when to be case it shall stand adjourned to the same day adjourned in the next week and at such time and place as shall be decided by the Board, and if at such adjourned meeting a quorum is not present within 15 minutes from the time appointed for holding the meeting, the member or members present in person or in the case of a corporation, by its duly authorised representative or by proxy shall be a quorum and may transact business for which the meeting was called.”;

• (k) by deleting the existing article 80 and substituting therefor the following article:

• “80. 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 required under the Listing Rules or duly demanded (before or after the declaration of the results of the show of hands or on the withdrawal of any other demand for a poll). A poll may be demanded by:

  • (a) the Chairman of the meeting; or

  • (b) at least five members present in person or in case of a corporation, by its duly authorised corporate representative or by proxy for the time being entitled to vote at the meeting; or

  • (c) any member or members present in person or in case of a corporation, by its duly authorised corporate representative or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to attend and vote at the meeting; or

  • (d) any member or members present in person or by a duly authorised corporate representative or by proxy holding shares conferring a right to attend and vote at the meeting on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

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Unless a poll be so required or demanded and, in the later case, the demand is not withdrawn, a declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.”;

• (l) by deleting the existing article 81(a) and substituting therefor the following article:

• “ Poll 81(a) If a poll is required or demanded as aforesaid, it shall (subject to article 82) be taken in such manner (including the use of ballot or voting papers or tickets) and at such time and place, not being more than 30 days from the date of the meeting or adjourned meeting at which the poll was required or demanded as the Chairman directs. No notice need be given of a poll not taken immediately. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was required or demanded. The demand for a poll may be withdrawn, with the consent of the Chairman, at any time before the close of the meeting at which the poll was demanded or the taking of the poll, whichever is earlier.”;

• (m) by deleting the existing article 83 in its entirety;

• (n) by deleting the existing article 85 and substituting therefor the following article:

• “85. (a) Subject to any special rights, privileges or restrictions as to voting for the time being attached to any class or classes of shares, at any general meeting on a show of hands every member who is present in person or by a duly authorised corporate representative shall have one vote, and on a poll every member present in person or by a duly authorised corporate representative or by proxy, shall have one vote for every share of which he is the holder which is fully paid up or credited as fully paid up (but so that no amount paid up or credited as paid up on a share in advance of calls or instalments shall be treated for the purposes of this article as paid up on a share). Notwithstanding anything contained in these Articles, where more than one proxy is appointed by a recognized clearing house (or its nominee(s)), each such

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proxy shall have one vote on a show of hands. On a poll a member entitled to more than one vote need not use all his votes or cast his votes in the same way.

  - (b) Where any member is, under the Listing Rules, required to abstain from voting on any particular resolution or restricted to voting for or 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.”;

• (o) by deleting the existing article 107(c) and substituting therefor the following article:

• “107.(c) A Director shall not be entitled to vote (nor be counted in the quorum) on any resolution of the Board in respect of any contract or arrangement or any other proposal in which he or any of his Associates has any material interest, and if he shall do so, his vote shall not be counted (nor is he to be counted in the quorum for the resolution), but this prohibition shall not apply to any of the following matters namely:

   - (i) the giving of any security or indemnity either:
  
      - (aa) to the Director or any of his Associate(s) in respect of money lent or obligations incurred or undertaken by him or any of them at the request of or for the benefit of the Company or any of its subsidiaries; or
  
      - (bb) to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or any of his Associate(s) has himself/ themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;
  
   - (ii) any proposal concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase where the Director or any of his Associate(s) is/are or is/are to be interested as a participant in the underwriting or subunderwriting of the offer;
  

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  - (iii) any proposal concerning any other company in which the Director or any of his Associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or member or in which the Director or his associate(s) is/are beneficially interested in shares of that company provided that the Director and any of his Associates is/are not in aggregate beneficially interested in 5 per cent or more of the issued shares of any class of such company (or of any third company through which his interest or that of his Associate(s) is derived) or of the voting rights;

  - (iv) any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including:

     - (aa) the adoption, modification or operation of any employees’ share scheme or any share incentive or share option scheme under which the Director or any of his Associate(s) may benefit; or

     - (bb) the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to Directors, their associates and employees of the Company or any of its subsidiaries and does not provide in respect of any Director or any of his Associate(s), as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates; and

  - (v) any contract or arrangement in which the Director or any of his Associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company.”;

• (p) by deleting the existing article 107(d) and substituting therefor the following article:

• “107.(d) Where proposals are under consideration concerning the appointment (including fixing or varying the terms of or terminating the appointment) of two or more Directors to offices or employments with the Company or any company in which the Company is interested, such proposals shall be divided and considered in relation to each Director separately and in such case each of the Directors (if not prohibited from voting under

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article 107(c)) shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.”;

• (q) by deleting the existing article 107(e) and substituting therefor the following article:

• “107.(e) If any question shall arise at any meeting of the Board as to the materiality of the interest of a Director (other than the Chairman) or any of his Associates or as to the entitlement of any Director (other than such Chairman) to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the Chairman and his ruling in relation to such other Director shall be final and conclusive except in a case where the nature or extent of the interest of the Director or any of his Associates as known to such Director has not been fairly disclosed to the Board. If any question as aforesaid shall arise in respect of the Chairman or any of his Associates such question shall be decided by a resolution of the Board (for which purpose such Chairman shall not be counted in the quorum and shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of such Chairman or any of his Associates as known to such Chairman has not been fairly disclosed to the Board.”;

• (r) by deleting the existing article 107(f);

• (s) by deleting the existing article 120 and substituting therefor the following article:

• “120. 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, signed by a shareholder (other than the person to be proposed for election as a Director) duly qualified to attend and vote at the meeting for which such notice is given, and a notice in writing signed by that person of his willingness to be elected shall have been lodged at the registration office. The minimum length of the period during which such notices are given shall be at least seven days, commencing no earlier than the day after the despatch of the notice of the general meeting appointed for such election and ending no later than seven days prior to the date of such general meeting.”;

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• (t) by adding the following words after the words “upon expiry of the 12-year period, the Company has caused an advertisement to be published in the newspaper” in article 157(a)(iv):

“or, subject to the Listing Rules, by electronic communication in the manner in which notices may be served by the Company by electronic means as herein provided,”;

• (u) by deleting the existing article 163(b) and substituting therefor the following article:

• “(b) Copies of those documents to be laid before the members of the Company at an annual general meeting shall not less than 21 days before the date of the meeting be sent in the manner in which notice may be served by the Company as provided herein to every member of the Company and every holder of debentures of the Company, provided that the Company shall not be required to send copies of those documents to any person of whose address the Company is not aware or more than one of the joint holders of any shares or debentures.”;

• (v) by adding the following as a new article 163(c):

“To the extend permitted by and subject to due compliance with these Articles, the Law and all applicable rules and regulations, including, without limitation, the rules of the Exchange and to obtaining all necessary consents, if any, required thereunder, the requirements of Article 156(b) shall be deemed satisfied in relation to any member or any holder of debentures of the Company by sending to such person instead of such copies, not less than 21 days before the date of the annual general meeting, in any manner not prohibited by these Articles and the Law, a summary financial statement derived from the Company’s annual accounts, together with the Directors’ report and the Auditors’ report on such accounts, which shall be in the form and containing the information required by these Articles, the Law and all applicable laws and regulations, provided that any person who is otherwise entitled to the annual accounts of the Company, together with the Director’s report and the Auditor’s report thereon may, if he so requires, by notice in writing served on the Company demand the Company sends to him, in addition to the summary financial statement, a complete printed copy of the Company’s annual accounts, together with the Directors’ report and the Auditor’s report thereon.”;

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• (w) by deleting the existing article 167(a) and substituting therefor the following article:

• “167 (a) Except as otherwise provided in these Articles, any notice or document may be served by the Company and any notices may be served by the Board on any member either personally or by sending it through post in a prepaid letter addressed to such member at his registered address as appearing in the register or, to the extent permitted by the Listing Rules and all applicable laws and regulations, by electronic means by transmitting it to any electronic number or address or website supplied by the member to the Company or by placing it on the Company’s Website provided that the Company has obtained the member’s prior express positive confirmation in writing to receive or otherwise have made available to him notices and documents to be given or issued to him by the Company by such electronic means or (in the case of notice) by advertisement published in the newspapers. In the case of joint holders of a share, all notices shall be given to that holder for the time being whose name stands first in the register and notice so given shall be sufficient notice to all the joint holders.”;

• (x) by deleting the existing article 168 and substituting therefor the following article:

• “168. A member shall be entitled to have notice served on him at any address within Hong Kong. Any member who has not given an express positive confirmation in witting to the Company to receive or otherwise have made available to him notices and documents to be given or issued to him by the Company by electronic means and whose registered address is outside Hong Kong may notify the Company in writing of an address in Hong Kong which for the purpose of services of notices shall be deemed to be his registered address. A member who has no registered address in Hong Kong shall be deemed to have received any notice which shall have been displayed at the transfer office and shall have remained there for a period of 24 hours and such notices shall be deemed to have been received by such member on the day following that on which it shall have been first so displayed, provided that, without prejudice to the other provisions of these Articles, nothing in this Article 168 shall be construed as prohibiting from sending, or entitling the Company not to send, notices or other documents of the Company to any member whose registered address is outside Hong Kong.”;

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• (y) by deleting the existing article 169 and substituting therefor the following article:

“ When notice 169(a) Any notice or document sent by post shall deemed to be deemed to have been served on the day be served following that on which it is put into a post office situated within Hong Kong and in proving such service it shall be sufficient to prove that the envelope or wrapper containing the notice or document containing the notice or document was properly prepaid, addressed and put into such post office and a certificate in writing signed by the Secretary or other person appointed by the Board that the envelope or wrapper containing the notice or document was so addressed and put into such post office shall be conclusive evidence thereof.

• (b) Any notice or other document delivered or left at a registered address otherwise than by post shall be deemed to have been served or delivered on the day it was so delivered or left.

• (c) Any notice served by advertisement shall be deemed to have been served on the day of issue of the official publication and/or newspaper(s) in which the advertisement is published (or on the last day of issue if the publication and/or newspaper(s) are published on different dates).

• (d) Any notice given by electronic means as provided herein shall be deemed to have been served and delivered on the day following that on which it is successfully transmitted or at such later time as may be prescribed by the Listing Rules or any applicable laws or regulations.”;

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• (z) by deleting the words “by post or left at the registered address of” in article 172 and by adding the word “to” after the word “sent” in the 1st line of article 172;

• (aa) by deleting the “.” at the end of article 173 and by adding the words “or, where relevant, by Electronic Signature.” after the last sentence of article 173.”

By Order of the Board Ada Chow Company Secretary

Hong Kong, 30 July 2004

Registered Office: P.O. Box 309 Ugland House South Church Street George Town Grand Cayman Cayman Islands British West Indies

Head Office and Principal Place of Business in Hong Kong: Unit 3616, 36th Floor China Merchants Tower Shun Tak Centre 168-200 Connaught Road Central Sheung Wan Hong Kong

Notes:

• (1) A member entitled to attend and vote at the annual general meeting may appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company.

• (2) A form of proxy for use at the annual general meeting is enclosed.

• (3) In order to be valid, a form of proxy, together with the 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 branch registrar and transfer office in Hong Kong, Hong Kong Registrars Limited at Rooms 1901-5, 19th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof (as the case may be). Delivery of the instrument appointing the proxy shall not preclude a member from attending and voting in person at the meeting and, in such event, the instrument appointing the proxy shall be deemed to be revoked.

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