Television Broadcasts Limited — AGM Information 2008

Jul 30, 2008

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 290)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of China Conservational Power Holdings Limited (the “Company”) will be held at 34th Floor, Two Exchange Square, 8 Connaught Place, Central, Hong Kong on 29 August 2008 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 auditor for the year ended 31 March 2008.

2. To re-elect directors of the Company (the “Directors”), namely (a) Mr. Sun Tak Yan, Desmond as Executive Director, (b) Mr. Ng Cheuk Fan, Keith as Executive Director, (c) Mr. Yeung Kwok Leung as Executive Director, (d) Mr. Ng Kay Kwok as Independent Non-executive Director, (e) Mr. Lam Ka Wai, Graham as Independent Non-executive Director, (f) Mr. Tam B Ray Billy as Independent Non-executive Director, and (g) to authorise the Directors to fix the Directors’ remuneration.

3. To re-appoint Shu Lun Pan Horwath Hong Kong CPA Limited as auditor of the Company and to authorise the 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 subparagraph (c) below);

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• (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

• (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;

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• (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;

• (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).”

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• (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.”

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

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

• “(a) by deleting the existing Article 99 in its entirety and substituting therefor the following new Article 99:

  • Board may fill 99 The Directors shall have the power from time to vacancies/ time and at any time to appoint any person as a appoint Director either to fill a casual vacancy on the Board Directors or, subject to authorization by the Members in general meeting, as an additional to the existing Board but so that the number of Directors so appointed shall not exceed any maximum number determined from time to time by the Members in general meeting. Any Director so appointed by the Board shall hold office only until the next following general meeting of the Company (in the case of filling a casual vacancy) or until the next following annual general meeting of the Company (in the case of an addition to their number) and shall then be eligible for re-election at that meeting.

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• (b) by deleting the existing Article 116 in its entirety and substituting therefor the following new Article 116:

• Rotation and 116 Notwithstanding any other provisions in the articles, retirement at each annual general meeting one-third of the of Directors Directors for the time being (or, if their number is not three or a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director, including those appointed for a specific term, shall be subject to retirement by rotation at least once every three years.

• (c) by deleting the existing Article 119 in its entirety and substituting therefor the following new Article 119:

• Power of general 119 (i) The Members may, at any general meeting meeting to convened and held in accordance with these increase or articles, by ordinary resolution remove a reduce the Director (including a managing or other number of executive director) at any time before the Directors expiration of his period of office notwithstanding anything in these articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement) provided that the Notice of any such meeting convened for the purpose of removing a Director shall contain a statement of the intention so to do and be served on such Director fourteen (14) days before the meeting and at such meeting such Director shall be entitled to be heard on the motion for his removal.

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• (ii) A vacancy on the Board created by the removal of a Director under the provisions above may be filled by the election or appointment by the Members at the meeting at which such Director is removed to hold office until the next appointment of Directors in accordance with Article 116 or until their successors are elected or appointed or, in the absence of such election or appointment such general meeting may authorize the Board to fill any vacancy in the number left unfilled. Any Director so appointed by the Board to fill a casual vacancy shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election at that meeting.” ”

By Order of the Board China Conservational Power Holdings Limited Ng Cheuk Fan, Keith Managing Director

Hong Kong, 31 July 2008

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:

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

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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, Union Registrars Limited at Rooms 1901-02, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, 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 2008 annual report.

As at the date hereof, the Board consists of three Executive Directors, namely, Mr. Sun Tak Yan, Desmond (Chairman), Mr. Ng Cheuk Fan, Keith (Managing Director) and Mr. Yeung Kwok Leung; and three Independent Non-executive Directors, namely Mr. Tam B Ray Billy, Mr. Ng Kay Kwok and Mr. Lam Ka Wai, Graham.

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