Television Broadcasts Limited — AGM Information 2006

Jul 31, 2006

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 290)

NOTICE OF AGM

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:

   • (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 subparagraph (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 subparagraph (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 subparagraph (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.”

By Order of the Board

China Conservational Power Holdings Limited You Wei

Chairman

Hong Kong, 31 July 2006

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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) 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.

• (3) A circular containing further details as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited will be despatched to the shareholders of the Company shortly together with the 2006 annual report.

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As at the date of this announcement, the Board consists of Ms. You Wei (Chairman), Mr. Ng Khai Wain (Chief Executive Officer) and Mr. Yeung Kwok Leung as Executive Directors; Messrs. Albert Ho, Shane Phillips and Cai Zhixu as Independent Non-Executive Directors.

Please also refer to the published version of this announcement in The Standard.

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