Television Broadcasts Limited — AGM Information 2006

Aug 24, 2006

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)
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(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 Suite 3403, Two Exchange Square, 8 Connaught Place, Central, Hong Kong on 25 August 2006 at 11:30 a.m. is set out on pages 16 to 19 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.

31 July 2006

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
Procedures for demanding a poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I – EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II – BIOGRAPHY OF THE DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
PROPOSED FOR RE-ELECTION
NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

– 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
	Suite 3403, Two Exchange Square, 8 Connaught Place,
	Central, Hong Kong on 25 August 2006 at 11:30 a.m., a
	copy of the notice is set out on pages 16 to 19 of this
	circular;
“AGM Notice”	the notice of the AGM as set out on pages 16 to 19 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;
“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”	20 July 2006, 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;

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DEFINITIONS

“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: Ms. You Wei (Chairman) Mr. Ng Khai Wain (Chief Executive Officer) Mr. Yeung Kwok Leung

Independent Non-Executive Directors: Mr. Albert Ho Mr. Shane Phillips Mr. Cai Zhixu

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: 1702-3, 17th Floor Skyline Commercial Centre 71-77 Wing Lok Street Sheung Wan, Hong Kong

31 July 2006

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 annual general meeting of the Company held on Friday, 26 August 2005, ordinary resolutions were passed granting a general mandate to the Directors 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. 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 99 of the Articles, it provides that, at each annual general meeting, any Directors 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.

Ms. You Wei, Mr. Ng Khai Wain, Mr. Yeung Kwok Leung, Mr. Albert Ho, Mr. Shane Phillips and Mr. Cai Zhixu, who were appointed by the Board on 23 December 2005 or 10 May 2006, shall retire at the AGM. All of them are eligible for re-election at the AGM and have agreed to offer themselves for re-election.

The biography of each of Ms. You Wei, Mr. Ng Khai Wain, Mr. Yeung Kwok Leung, Mr. Albert Ho, Mr. Shane Phillips and Mr. Cai Zhixu are set out in Appendix II to this circular. A resolution will be put forward at the AGM to consider the re-election of Ms. You Wei, Mr. Ng Khai Wain, Mr. Yeung Kwok Leung, Mr. Albert Ho, Mr. Shane Phillips and Mr. Cai Zhixu 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

PROCEDURES FOR DEMANDING A POLL

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

You Wei

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 19,622,600 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.

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EXPLANATORY STATEMENT

APPENDIX I

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 2006 (a copy of the annual report containing the audited consolidated accounts for the year ended 31 March 2006 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.

4. SHARE PRICES

Trading in the Shares of the Company was suspended since 29 September 2005 up to the date of this circular. The highest and lowest prices at which the Shares have traded on the Stock Exchange during the month of July, August 2005 and before 28 September 2005, were as follows:

				Shares
			Highest		Lowest
			HK$		HK$
2005
July			0.400		0.290
August			0.420		0.295
before	28	September	0.390		0.300

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.

At as 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 Billion Boom Investments Limited (“BBIL”) which is interested in 63,900,000 Shares, representing approximately 13.77% of the issued share capital of the Company. BBIL is owned as to 75% by Ms. You Wei and 25% by Mr. Ng Khai Wain, the Chairman and the Chief Executive Officer of the Company respectively.

Ms. You is also the owner of 1,380,000 Shares (representing approximately 0.30% of the Company’s issued share capital). She and one of her family relatives are the joint owners of 300,000 Shares (representing approximately 0.06% of the Company’s issued share capital).

Mr. Ng is the sole beneficial owner of Triumph Sky International Limited, which in turn is the beneficial owner of 19,000,000 Shares (representing approximately 4.09% of the Company’s issued share capital).

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 BBIL and parties acting in concert with it would be increased to approximately 18.23% of the then issued share capital. Such increase 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.

Ms. YOU Wei

Ms. YOU Wei (“Ms. You”), aged 29, was appointed as an Executive Director of the Company on 10 May 2006. On 29 June 2006, Ms. You was appointed Chairman of the Company. Upon her directorate in the Company commenced, she was further appointed as directors of Country Super Limited, Ever Ace Investment Limited and Hong Tong Hai Consultants Limited, all of them are wholly owned subsidiaries in the Group. Ms. You graduated from（北京）對外經濟貿易大學 ((Beijing) University of International Business and Economic) in Beijing, the PRC with a higher diploma in International Trade in 1997 and obtained her master degree in Business Administration in 2002. She has worked in the marketing department of a company engaged in the operation of a trading website in the PRC for over two years and has been acting as the financial investment consultant of the same company for over five years. Ms. You was also the director and general manager of an immigration consultancy company in New Zealand for over four years and the director of a garment trading company for over two years. Apart from her directorship with the Company, she has not held directorship in any other listed companies in the past three years.

As at the Latest Practicable Date, she is deemed under the SFO to be interested in 74,580,000 Shares (representing approximately 16.07% of the Company’s issued share capital) through her interest in BBIL, which is owned as to 25% by Mr. Ng and 75% by Ms. You. BBIL was granted a call option by Highworth Venture Limited (“Highworth”) over 9,000,000 shares owned by Highworth (the share certificates of which were reported to have been loss and replacement certificates were being applied for). Ms. You is also the owner of 1,380,000 Shares (representing approximately 0.30% of the Company’s issued share capital). She and one of her family relatives are the joint owners of 300,000 Shares (representing approximately 0.06% of the Company’s issued share capital).

No service contract was entered into between Ms. You and the Company at the moment. The Company will make announcement as and when necessary.

Other than as disclosed above, Ms. You further confirmed that:–

• (i) she has not previously held any positions with the Company or any of its subsidiaries;

• (ii) she is not interested in or deemed to be interested in any Shares or underlying Shares of the Company pursuant to Part XV of the SFO as at the Latest Practicable Date;

• (iii) she does not have any other relationship with any Directors, senior management or substantial or controlling shareholder of the Company; and

• (iv) in relation to the re-election of Ms. You as an executive Director of the Company, there is no information which is discloseable nor is/was she involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51 (2)(h) to 13.51 (2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of Shareholders of the Company.

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APPENDIX II

BIOGRAPHY OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Mr. NG Khai Wain

Mr. NG Khai Wain (“Mr. Ng”), aged 45, was appointed as an Executive Director and the Chairman of Remuneration Committee of the Company on 10 May 2006. He was appointed the Chief Executive Officer on 29 June 2006. Upon his directorate in the Company commenced, he was further appointed as directors of Country Super Limited, Ever Ace Investment Limited and Hong Tong Hai Consultants Limited, all of them are wholly owned subsidiaries in the Group. Mr. Ng was the deputy chairman and the general manager of a manufacturing company in Liaoyang City of Liaoning Province of the PRC which mainly engaged in the manufacturing of glass handicrafts and paper box since 1992. He also has over eight years of experience in sales and marketing in the PRC and the Macau Special Administrative Region of the PRC and was the deputy chairman and the general manager of a chemical product company in Tonghua City of Jilin Province, the PRC for over seven years. Apart from his directorship with the Company, he has not held directorship in any other listed companies in the past three years.

Mr. Ng is the sole beneficial owner of Triumph Sky International Limited, which holds 19,000,000 Shares (representing approximately 4.09% of the Company’s issued share capital). He is also the owner of 25% equity interest in BBIL, which is the owner of 63,900,000 Shares and is the grantee of a call option over 9,000,000 Shares (representing approximately 13.77% and 1.94% of the Company’s issued share capital respectively). Under Part XV of the SFO, as at the Latest Practicable Date, 19,000,000 Shares (representing approximately 4.09% of the Company’s issued share capital) are attributable to Mr. Ng.

No service contract was entered into between Mr. Ng and the Company at the moment. The Company will make announcement as and when necessary.

Other than as disclosed above, Mr. Ng further confirmed that:–

• (i) he has not previously held any positions with the Company or any of its subsidiaries;

• (ii) he is not interested in or deemed to be interested in any Shares or underlying Shares of the Company pursuant to Part XV of the SFO as at the Latest Practicable Date;

• (iii) he does not have any other relationship with any Directors, senior management or substantial or controlling shareholder of the Company; and

• (iv) in relation to the re-election of Mr. Ng as an executive Director of the Company, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51 (2)(h) to 13.51 (2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of Shareholders of the Company.

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APPENDIX II

BIOGRAPHY OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Mr. YEUNG Kwok Leung

Mr. YEUNG Kwok Leung (“Mr. Yeung ”), aged 32, joined the Group in October 2005 and was appointed the Qualified Accountant of the Company on 2 November 2005. On 23 December 2005, he was appointed as an Executive Director. Mr. Yeung holds a Bachelor degree in Accountancy. He has over 10 years’ experience in auditing, financial controlling, accounting, corporate development as well as business strategies. He is a fellow member of the Association of Chartered Certified Accountants and an associate member of the Hong Kong Institute of Certified Public Accountants. Mr. Yeung is responsible for the financial and accounting functions of the Group. During the past three years, Mr. Yeung has not held directorship in any other listed companies. He does not hold positions in any subsidiaries in the Group, apart from his directorship with the Company.

In his capacity as Director, no service contract was entered into between Mr. Yeung and the Company at the moment. The Company will make announcement as and when necessary.

Other than as disclosed above, Mr. Yeung further confirmed that:–

• (i) he has not previously held any positions with the Company or any of its subsidiaries;

• (ii) he is not interested in or deemed to be interested in any Shares or underlying Shares of the Company pursuant to Part XV of the SFO as at the Latest Practicable Date;

• (iii) he does not have any other relationship with any Directors, senior management or substantial or controlling shareholder of the Company; and

• (iv) in relation to the re-election of Mr. Yeung as an executive Director of the Company, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51 (2)(h) to 13.51 (2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of Shareholders of the Company.

– 12 –

APPENDIX II

BIOGRAPHY OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Albert HO

Mr. Albert HO (“Mr. Ho”), aged 48, was appointed as an Independent Non-Executive Director, the Chairman of Audit Committee and a member of the Remuneration Committee of the Company on 10 May 2006. Mr. Ho graduated from Macquarie University in Sydney, Australia with a Bachelor Degree in Economic in 1985 and obtained his master of Business Administration degree from the University of Hong Kong in 1991. He is a Certified Public Accountant and fellow member of the Association of Chartered Certified Accountants. He has extensive experience in financial and corporate management. Mr. Ho is currently an independent non-executive director of Jiuzhou Development Company Limited and Yu Ming Investments Limited, the shares of which are listed on the main board of the Stock Exchange. Saved as disclosed, he has not held directorship in any other listed companies in the past three years.

No service contract was entered into between Mr. Ho and the Company at the moment. The Company will make announcement as and when necessary.

Other than as disclosed above, Mr. Ho further confirmed that:–

• (i) he has not previously held any positions with the Company or any of its subsidiaries;

• (ii) he is not interested in or deemed to be interested in any Shares or underlying Shares of the Company pursuant to Part XV of the SFO as at the Latest Practicable Date;

• (iii) he does not have any other relationship with any Directors, senior management or substantial or controlling shareholder of the Company; and

• (iv) in relation to the re-election of Mr. Ho as an independent non-executive Director of the Company, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51 (2)(h) to 13.51 (2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of Shareholders of the Company.

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APPENDIX II

BIOGRAPHY OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Shane PHILLIPS

Mr. Shane PHILLIPS (“Mr. Phillips”), aged 39, was appointed as an Independent NonExecutive Director and a member of the Audit Committee of the Company on 10 May 2006. Mr. Phillips obtained Post Graduate Diploma in Business Management from Auckland University in New Zealand in 2002. He has over 12 years of experience in human resource development, recruitment and career planning. He also has been an executive officer of an organization that held contracts with New Zealand’s The Ministry of Health. He is currently the director of a consultancy company in New Zealand which is principally engaged in provision of government liaison, contract management, property development and business consultation. Mr. Phillips is a trustee of a large provider of facilities that cater for people with intellectual disabilities. Apart from his directorship with the Company, he has not held directorship in any other listed companies in the past three years.

No service contract was entered into between Mr. Phillips and the Company at the moment. The Company will make announcement as and when necessary.

Other than as disclosed above, Mr. Phillips further confirmed that:–

• (i) he has not previously held any positions with the Company or any of its subsidiaries;

• (ii) he is not interested in or deemed to be interested in any Shares or underlying Shares of the Company pursuant to Part XV of the SFO as at the Latest Practicable Date;

• (iii) he does not have any other relationship with any Directors, senior management or substantial or controlling shareholder of the Company; and

• (iv) in relation to the re-election of Mr. Phillips as an independent non-executive Director of the Company, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51 (2)(h) to 13.51 (2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of Shareholders of the Company.

– 14 –

APPENDIX II

BIOGRAPHY OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Mr. CAI Zhixu

Mr. CAI Zhixu (“Mr. Cai”), aged 32, was appointed as an Independent Non-Executive Director, a member of the Audit Committee and the Remuneration Committee of the Company on 10 May 2006. Mr. Cai graduated from廣州對外貿易學院 (Guangzhou Institute of Foreign Trade), now known as廣東外語外貿大學 (Guangdong University of Foreign Studies), in Guangzhou, the PRC majoring in International Trade in 1995. He was the project director and manager in the finance and investment department of Jiuzhou Development Company Limited, the shares of which are listed on the main board of the Stock Exchange, and its holding company from end of 1995 to 2000 and has extensive experience in finance and investments. Since 1999, Mr. Cai has been the managing director of a trading company engaging in the trading of construction materials and automobiles in Zhuhai City of Guangdong Province, the PRC. Saved as disclosed above, Mr. Cai has not held directorship in any other listed companies in the past three years.

No service contract was entered into between Mr. Cai and the Company at the moment. The Company will make announcement as and when necessary.

Other than as disclosed above, Mr. Cai further confirmed that:–

• (i) he has not previously held any positions with the Company or any of its subsidiaries;

• (ii) he is not interested in or deemed to be interested in any Shares or underlying Shares of the Company pursuant to Part XV of the SFO as at the Latest Practicable Date;

• (iii) he does not have any other relationship with any Directors, senior management or substantial or controlling shareholder of the Company; and

• (iv) in relation to the re-election of Mr. Cai as an independent non-executive Director of the Company, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51 (2)(h) to 13.51 (2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of Shareholders of the Company.

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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 Suite 3403, Two Exchange Square, 8 Connaught Place, Central, Hong Kong on Friday, 25 August 2006 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 2006.

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

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

You Wei

Chairman

Hong Kong, 31 July 2006

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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: 1702-3, 17th Floor Skyline Commercial Centre 71-77 Wing Lok Street 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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