Television Broadcasts Limited — AGM Information 2005

Jul 29, 2005

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.

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 290)

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

A notice convening an annual general meeting (the “AGM”) of China Conservational Power Holdings Limited (the “Company”) to be held at Unit 3606, 36th Floor, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Sheung Wan, Hong Kong on Friday, 26 August 2005 at 11:30 a.m. is set out on pages 17 to 20 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 46th 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.

29 July 2005

CONTENTS

	Pages
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed grant of general mandates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
The AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I – EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II – BIOGRAPHY OF THE DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
PROPOSED FOR RE-ELECTION
NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

– i –

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 3606, 36th Floor, China Merchants Tower, Shun Tak
	Centre, 168-200 Connaught Road Central, Sheung Wan,
	Hong Kong on Friday, 26 August 2005 at 11:30 a.m., a
	copy of the notice is set out on pages 17 to 20 of this
	circular;
“AGM Notice”	the notice of the AGM as set out on pages 17 to 20 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
	464,070,000 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;

– 1 –

DEFINITIONS

“Latest Practicable Date”	22 July 2005, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	for inclusion in this circular;
“Listing Rules”	The Rules Governing the Listing of Securities on the Stock
	Exchange;
“PRC”	The People’s Republic of China, and for the sole purpose
	of this circular excludes Hong Kong, Macau Special
	Administrative Region and Taiwan;
“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$0.10 each in the share capital of
	the Company;
“Shareholder(s)”	holder(s) of Shares;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Takeovers Code”	The Hong Kong Code on Takeovers and Mergers;
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong; and
“%”	per cent.

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LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 290)

Executive Directors:

Mr. Chan Tat Chee (Chairman) Mr. Hon Ming Kong Mr. Lee Yu Leung Mr. Lin Hoi Kwong Mr. Zhao Lin

Non Executive Director:

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

Mr. Li Yong, Alfa

Head Office and Principal Place Independent Non-executive Directors: of Business in Hong Kong: Mr. Loo Chung Keung, Steve Unit 3606, 36th Floor Mr. Tsoi Wai Kwong China Merchants Tower Mr. Au Yeung Ka Cheung Shun Tak Centre Mr. Wong Tik Tung 168-200 Connaught Road Central Sheung Wan Hong Kong

29 July 2005

To the Shareholders

Dear Sir or Madam,

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

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; and (ii) the re-election of Directors.

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LETTER FROM THE BOARD

PROPOSED GRANT OF GENERAL MANDATES

At the extraordinary general meeting of the Company held on Friday, 18 March 2005, ordinary resolutions were passed granting a general mandate to the Directors to issue, allot and otherwise deal with Shares. At the annual general meeting of the Company held on Friday, 27 August 2004, an ordinary resolution was passed granting a general mandate to the Directors to repurchase 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. 92,814,000 Shares on the basis of 464,070,000 Shares in issued, assuming there is no change in the Issued Share Capital from the Latest Practicable Date to the date of the AGM) and any Shares repurchased pursuant to the Repurchase Mandate. The Issue Mandate will expire (i) at the conclusion of the Company’s next annual general meeting; or (ii) at the expiry of the period within which the Company is required by any applicable laws or its articles of association to hold its next annual general meeting; or (iii) when varied or revoked by an ordinary resolution of the Shareholders in general meeting.

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 passing the relevant resolution (ie. 46,407,000 Shares on the basis of 464,070,000 Shares in issued, assuming there is no change in the Issued Share Capital from the Latest Practicable Date to the date of the AGM). The Repurchase Mandate will expire (i) at the conclusion of the Company’s next annual general meeting; or (ii) at the expiry of the period within which the Company is required by any applicable laws or its articles of association to hold its next annual general meeting; or (iii) when varied or revoked by an ordinary resolution of the Shareholders in general meeting. 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.

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LETTER FROM THE BOARD

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, onethird, 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 re-election 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. Chan Tat Chee, Mr. Lin Hoi Kwong, Mr. Loo Chung Keung, Steve, Mr. Au-Yeung Ka Cheung, Mr. Wong Tik Tung and Mr. Zhao Lin who are appointed by the Board shall retire at the AGM. Mr. Hon Ming Kong, resigned as Chairman on 26 November 2004 but remained as an executive Director of the Company, shall retire at the AGM pursuant to article 116 of the Articles. All of Mr. Chan Tat Chee, Mr. Lin Hoi Kwong, Mr. Loo Chung Keung, Steve, Mr. Au-Yeung Ka Cheung, Mr. Wong Tik Tung, Mr. Zhao Lin and Mr. Hon Ming Kong are eligible for re-election at the AGM and have agreed to offer themselves for re-election. Each of Mr. Chan Tat Chee, Mr. Lin Hoi Kwong, Mr. Loo Chung Keung, Steve, Mr. Au-Yeung Ka Cheung, Mr. Wong Tik Tung, Mr. Zhao Lin and Mr. Hon Ming Kong has confirmed they are not aware of any matters which should be brought to the attention of the Shareholders.

The biography of each of Mr. Chan Tat Chee, Mr. Lin Hoi Kwong, Mr. Loo Chung Keung, Steve, Mr. Au-Yeung Ka Cheung, Mr. Wong Tik Tung, Mr. Zhao Lin and Mr. Hon Ming Kong 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. Chan Tat Chee, Mr. Lin Hoi Kwong, Mr. Loo Chung Keung, Steve, Mr. AuYeung Ka Cheung, Mr. Wong Tik Tung, Mr. Zhao Lin and Mr. Hon Ming Kong as Directors.

THE AGM

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

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 46th 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.

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LETTER FROM THE BOARD

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, the Repurchase Mandate, and the re-election of Directors, 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.

By Order of the Board

China Conservational Power Holdings Limited Chan Tat Chee Chairman

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EXPLANATORY STATEMENT

APPENDIX I

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 464,070,000.

Subject to the passing of the resolution number 4(B) set out in the AGM Notice, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 46,407,000 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 18,730,000 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 laws of the Cayman Islands provide that the amount of capital paid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or the funds of the Company that would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of shares made for the purpose. The amount of premium payable on a repurchase may only be paid out of either the funds of the Company that would otherwise be available for dividend or distribution or out of the share premium account of the Company. The Directors have no intention to repurchase any Shares of the Company but it will only undertake such purchases applying legally available funds from 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 2005 (a copy of the annual report containing the audited consolidated accounts for the year ended 31 March 2005 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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EXPLANATORY STATEMENT

APPENDIX I

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$
2004
July	0.68		0.315
August	0.50		0.325
September	0.37		0.27
October	0.34		0.255
November	0.76		0.28
December	0.42		0.68
2005
January	0.40		0.485
February	0.465		0.395
March	0.55		0.42
April	0.495		0.38
May	0.45		0.375
June	0.385		0.375
July (up to the Latest Practicable Date)	0.40		0.29

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.

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EXPLANATORY STATEMENT

APPENDIX I

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 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 shareholder of the Company (within the meaning of the Listing Rules) is Highworth Venture Limited which is interested in approximately 15.71% of the Issued Share Capital of the Company. Highworth Venture Limited is owned as to 50% by each of Mr. Chan Tat Chee and Mr. Hon Ming Kong, the Chairman and an executive Director of the Company respectively. 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 464,070,000 Shares in issued before the exercise of the Repurchase Mandate), the attributable shareholdings of Highworth Venture Limited and parties acting in concert with it would be increased to approximately 19.64% 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. Chan Tat Chee

Mr. Chan Tat Chee, age 58, was appointed the Chairman and an Executive Director on 26 November 2004. Mr. Chan has over 29 years of experience in garment industry and international trading. Mr. Chan is also experience in property investment as well as retail distribution in the PRC. Mr. Chan is currently an executive director of China Sciences Conservational Power Limited (“CSCP”) which is listed on the main board (the “Main Board”) of the Stock Exchange. As at the latest practicable date, Mr. Chan holds 4,770,000 shares in CSCP representing approximately 0.46% of its entire issued share capital. Mr. Chan also engages in the entertainment business, including film production, arranging concerts in Hong Kong, the PRC and throughout the world for Hong Kong artists, as well as issuing music video or program in the PRC. During the period from September 1994 to May 2003, he was 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. Saved as mentioned above, Mr. Chan has not held any directorship in any other listed public companies in the last three years.

As at the Latest Practicable Date, Mr. Chan is deemed under the SFO to be interested in 72,900,000 Shares, representing approximately 15.71% of the total Issued Share Capital of the Company, through his interest in Highworth Venture Limited, which is owned as to 50% by each of Mr. Hon Ming Kong, an executive director of the Company, and himself. Save as disclosed, he was not interested or deemed to be interested in any Shares or underlying Shares of the Company pursuant to Part XV of the SFO. Mr. Chan has no relation with the directors, senior management or controlling shareholders of the Company.

There is no service agreement between the Company and Mr. Chan and the appointment of Mr. Chan has no fixed term and is subject to the rotation requirements of the Articles . Mr. Chan is entitled to a remuneration of HK$10,000.00 per annum which is fixed by the Board taking into account the experience and responsibilities of Mr. Chan in the Company. Apart from his directorship with the Company, Mr. Chan does not held any position in other members of the Group.

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APPENDIX II

BIOGRAPHY OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Hon Ming Kong

Mr. Hon Ming Kong, age 37, was appointed as an Executive Director on 25 April 2002 and as the Chairman of the Company on 19 February 2003. He resigned as Chairman on 26 November 2004 but remained as an Executive Director. Mr. Hon is responsible for the overall management and strategic planning of the Group. He has over 15 years of experience in shipping industry and has been a director and shareholder of a shipping company based in Hong Kong, primarily engaging in bulk cargo services, including vessel chartering and operating of cargoes such as coal, iron ore steel products, alumia and fertilizers. He was responsible for the business development and operation management of such shipping company. He was an executive director of Oriental Union Holdings Limited (now known as Foundation Group Limited) during the period from 12 February 1999 to 11 December 2002, a company listed on the Main Board of the Stock Exchange which was principally engaged in the business of provision of bulk cargo services during Mr. Hon’s directorship. Currently, he is the Chairman and an executive director of China Sciences Conservational Power Limited (“CSCP”) which is also listed on the Main Board of the Stock Exchange. Mr. Hon is a substantial shareholder of CSCP and is interested or deemed to be interested in approximately 28.94% of CSCP’s issued share capital. Saved as mentioned, he has not held any directorship in any listed public companies in the last three years.

As at the Latest Practicable Date, Mr. Hon holds directorships in Bright Rich International Limited, China Legend International Limited, Cyber Touch Limited, Ever Ace Investment Limited, Excellent Legend Limited, Hong Tong Hai Capital Limited, Hong Tong Hai Consultants Limited, Topeast Engineering Limited, Transwell Investments Limited, Tribest Investments Limited, Wellink Shipping Limited, Yew Sang Hong Investment Services Limited, Yew Sang Hong Limited and Oriental Overseas Group Limited, all of which are subsidiaries of the Company.

Pursuant to a service agreement entered into between Mr. Hon and the Company dated 25 April 2002 (the “Service Agreement”), Mr. Hon was appointed as an Executive Director for a term of one year commencing from 25 April 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. The term of office of Mr. Hon is subject to the rotation requirements of the Articles. Under the Service Agreement, he is entitled to a remuneration of HK$162,000.00 per month, for 13 months per annum. On 1 November 2004, Mr. Hon and the Company entered into a Supplemental Service Agreement whereby Mr. Hon voluntarily initiated to offer to waive his monetary-based director emolument with effect from 1 October 2004. Apart from the waiver of the monetary-based emolument, all other terms and conditions on the Service Agreement remain in full force and defect. As at the Latest Practicable Date, no notice of termination has been served by either the Company or Mr. Hon. Mr. Hon is deemed under the SFO to be interested in 72,900,000 Shares, representing approximately 15.71% of the total Issued Share Capital of the Company, through his interest in Highworth Venture Limited, which is owned as to 50% by each of Mr. Chan Tat Chee, the Chairman and an Executive Director of the Company, and himself. Besides, Mr. Hon

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APPENDIX II BIOGRAPHY OF THE DIRECTORS PROPOSED FOR RE-ELECTION

has options to subscribe for 4,000,000 Shares pursuant to the share options schemes of the Company adopted on 3 April 2001 and 12 February 2003. Save as mentioned, he was not interested or deemed to be interested in any Shares or underlying Shares of the Company pursuant to Part XV of the SFO. Mr. Hon is the uncle of Mr. Lin Hoi Kwong, another Executive Director of the Company. Saved as disclosed, Mr. Hon does not have any relationship with any other directors, senior management or substantial or controlling shareholders of the Company.

Mr. Lin Hoi Kwong

Mr. Lin Hoi Kwong, age 33, was appointed as an Executive Director on 6 December 2004. Mr. Lin holds a Bachelor degree in Business Administration from the Thames Valley University, United Kingdom and a Master of Science degree in Marketing from The National University of Ireland. He worked as managerial grade for several listed companies and has over ten years experience in corporate development and business strategies. He is a member of The Hong Kong Institute of Directors. During the period from February 2001 to February 2004, Mr. Lin was an executive director of Central China Enterprises Limited (“Central China”) (now known as China Sciences Conservational Power Limited), a company listed on the Main Board of the Stock Exchange. Saved for his previous directorship in Central China, Mr. Lin has not held any directorship in any other publicly listed companies in the last three years.

On 6 December 2004, Mr. Lin entered into a service agreement (the “Service Agreement”) with the Company for a term of one year, commencing on 6 December 2004, terminable by either party giving not less than three months’ written notice to the other party. The Service Agreement will continue thereafter and can be terminable by either party by giving one month written notice. The term of office of Mr. Lin is subject to the rotation requirements of the Articles. Under the Articles, Mr. Lin will hold the office of director until the forthcoming annual general meeting of the Company and is eligible for re-election. Under the Service Agreement, Mr. Lin is entitled to a remuneration of 13 month salary of HK$50,000 each month and a discretionary bonus determined by the Board. The terms of the Service Agreement is determined by the Board by reference to the experience and responsibilities of Mr. Lin in the Company. Apart from his directorship with the Company, Mr. Lin is a director of Country Super Limited, an indirect wholly owned subsidiary of the Company. The wife of Mr. Lin is also a director of certain subsidiaries of the Company. Saved as disclosed above, Mr. Lin does not held any position in other members of the Company.

Mr. Lin is the nephew of Mr. Hon Ming Kong, an Executive Director and a substantial shareholder of the Company. Saved as disclosed, he has no relation with the directors, chief executives and substantial shareholders of the Company and its subsidiaries.

As at the Latest Practicable Date, Mr. Lin’s wife has options to subscribe for 2,000,000 shares granted under the share option scheme of the Company, of which Mr. Lin is deemed to be interested in under Part XV of the SFO.

– 12 –

APPENDIX II

BIOGRAPHY OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Zhao Lin

Mr. Zhao Lin, age 48, was appointed as an Executive Director on 5 July 2005. Mr. Zhao is currently the secretary to party committee and executive vice general manager of The Soong Ching Ling Foundation and China Peace Corporation. He graduated from the Beijing Chinese Traditional Medicine University and is a Deputy Director Pharmacist. Mr. Zhao was the deputy director and director of the Pharmaceutical Department of the Beijing Health Bureau ( !"#$%& ) and the review and assessment officer of the Beijing New Drug ( !"#'( ), where he was responsible for the registration and approval of new drugs, drug production, and examination and certification of companies. He was also a State approval specialist for imported natural medicine and a State GMP certification and examination officer for drug production enterprises. Mr. Zhao also held a number of other posts, including the vice-chairman and secretary-general of Beijing Pharmaceutical Association ( !"#()* ) and vice-chairman of pharmaceutical administration committee of the Chinese Pharmaceutical Association.

Saved for his directorship in the Company. Mr. Zhao did not held any directorship in other publicly listed companies in the last three years. Mr. Zhao does not hold any other position in other members of the Group.

Mr. Zhao does not have any relationship with the Board, senior management or substantial or controlling shareholders of the Company. He neither have any personal, family, corporate or other interests in shares of the Company or any of its associated corporations within the meaning of the SFO. On 5 July 2005, he entered into a service agreement (the “Service Agreement”) with the Company for a term of one year subject to the rotation requirements of the Articles, commencing on 5 July 2005, terminable by either party by giving one months’ written notice to the other party. Under the Service Agreement, Mr. Zhao is entitled to a remuneration of 12 monthly salary of HK$60,000 each per annum and a discretionary bonus determined by the Board. The terms of the Service Agreement is determined by the Board by reference to the qualification, experience and responsibilities of Mr. Zhao in the Company. This discretionary bonus will be determined by reference to the financial performance of the Group for the financial year and the performance of Mr. Zhao during the period. The Board considered the terms set out in the Service Agreement are fair and reasonable.

– 13 –

APPENDIX II

BIOGRAPHY OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Loo Chung Keung, Steve

Mr. Loo Cheung Keung, Steve, age 41, was appointed as an Independent Non-Executive Director and a member of the Audit Committee of the Company on 28 September 2004. He was appointed as the Chairman of the Audit Committee of the Company on 29 March 2005. Mr. Loo graduated from Carleton University in Canada with a Bachelor degree of commerce in 1985 and a Master degree of management studies in 1987. He is a certified general accountant of Canada. Mr. Loo has substantial business experience in investment , finance and media sectors in Hong Kong and the PRC. From 1982 to 2002, he was a director and senior vice president of Asia Television Limited in Hong Kong. He was appointed as an independent non-executive director and the chairman of the audit committee of M Dream Inworld Limited (formerly known as Inworld Group Limited), a company listed on the Growth Enterprise Marketing (“GEM”) of the Stock Exchange during the period from 13 December 2001 to 31 January 2002. Currently, Mr. Loo is an executive director of Gorient (Holdings) Limited, whose shares are listed on the Main Board of the Stock Exchange. He is also a director of Sky Dragon Digital Television and Movies Limited, a wholly-owned subsidiary of M21 technology Limited, whose shares are listed on the GEM of the Stock Exchange. In addition, he also acts as an independent non-executive director of Yanion International Holdings Limited, whose shares are listed on the Main Board of the Stock Exchange. Saved as disclosed above, he has not held any directorship in any listed public companies in the past three years.

Apart from his directorship with the Company, Mr. Loo neither have any position in any subsidiaries of the Company, nor does he have any relationship with any other directors, senior management, substantial shareholder or controlling shareholders of the Company. As at the Latest Practicable Date, he was not interested or deemed to be interested in any shares of the Company or underlying shares pursuant to Part XV of the SFO.

The Company and Mr. Loo signed a letter of appointment on 28 September 2004 (the “Letter of Appointment”). The appointment of Mr. Loo is for a term of one year and can be terminated by the Company giving one month written notice to Mr. Loo, subject to the rotation provisions in the Articles. Under the terms of the Letter of Appointment, Mr. Loo will be paid an amount of HK$80,000.00 per annum which is determined by the Board with reference to the remuneration benchmark in the market for independent non-executive directors of companies listed on the Stock Exchange.

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APPENDIX II

BIOGRAPHY OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Wong Tik Tung

Mr. Wong Tik Tung, age 48, was appointed as an Independent Non-Executive Director and a member of the Audit Committee of the Company on 2 June 2005. Mr. Wong is the chief financial officer and executive director of Wo Kee Hong (Holdings) Limited, a company listed on the Main Board of the Stock Exchange. He is also an independent non-executive director of BEP International Holdings Limited and Chi Cheung Investment Company, Limited, both of which are listed on the Main Board of the Stock Exchange. Mr. Wong is a fellow member of the Association of Chartered Certified Accountants and associate member of Hong Kong Institute of Certified Public Accountants. Apart from his directorship with those listed companies mentioned above, during the past three years, he held directorships in Tungda Innovative Lighting Holdings Limited from 9 December 2004 to 24 March 2005 and in the Company from 23 January 2002 to 3 January 2003. Saved as disclosed above, he did not hold any other directorship in listed public company.

Apart from his directorship with the Company, he does not held any position in any subsidiaries of the Company.

The Company and Mr. Wong signed a letter of appointment (the “Letter of Appointment”) on 2 June 2005. The appointment of Mr. Wong is for a term of one year and can be terminated by the Company by giving up one month written notice to Mr. Wong, subject to the rotation requirements of the Articles. Under the terms of the Letter of Appointment, Mr. Wong will be paid an amount of HK$80,000.00 per annum which is determined by the Board with reference to the remuneration benchmark in the market for independent non-executive directors of companies listed on the Stock Exchange.

Other than the relationship arising from his being an independent non-executive director of the Company, Mr. Wong does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Wong was not interested or deemed to be interested in any Shares or underlying Shares of the Company pursuant to Part XV of the SFO.

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APPENDIX II

BIOGRAPHY OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Au Yeung Ka Cheung

Mr. Au Yeung Ka Cheung, age 51, was appointed as an Independent Non-Executive Director and a member of the Audit Committee of the Company on 24 March 2005. Mr. Au Yeung has over 6 years’s experience in operating nursing homes and real estate agency. He is the Chairman of HopKins (Jordan) Nursing Home Limited, which is engaged in operation of nursing homes. Mr. Au Yeung is a holder of estate agent individual licence. He graduated from the Concordia University, Canada in 1977 and 1979 and held a Bachelor Degree in Economics and a Bachelor degree in Marketing, respectively.

During the past three years, Mr. Au Yeung does not held any directorship in listed public companies.

Apart from his directorship with the Company, he does not held any position in other members of the Company. He does not have any relationship with the Board, senior management or substantial or controlling shareholders of the Company, nor does he have any management functions in the Group. He was interested in 400,000 Shares, representing approximately 0.1% of the entire issued share capital of the Company. Saved as disclosed, he was not interested or deemed to be interested in any Shares or underlying Shares of the Company pursuant to Part XV of the SFO.

The Company and Mr. Au Yeung signed a letter of appointment on 24 March 2005. The appointment of Mr. Au Yeung is for a term of one year and can be terminated by the Company giving one month written notice to Mr. Au Yeung, subject to the rotation provisions of the Articles. Under the terms of the letter of appointment, Mr. Au Yeung will be paid an amount of HK$80,000 per annum which is determined by the Board with reference to the remuneration benchmark in the market for independent non-executive directors of companies listed on the Stock Exchange.

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NOTICE OF AGM

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(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 3606, 36th Floor, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Sheung Wan, Hong Kong on Friday, 26 August 2005 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 2005.

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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NOTICE OF AGM

• (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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NOTICE OF AGM

• (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.”

By Order of the Board

China Conservational Power Holdings Limited Chan Tat Chee

Chairman

Hong Kong, 29 July 2005

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NOTICE OF AGM

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 3606, 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 46th 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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