Television Broadcasts Limited — Capital/Financing Update 2005

Apr 13, 2005

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, 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 announcement.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 290)

MAJOR AND CONNECTED TRANSACTION PROPOSED DISPOSAL OF 51% EQUITY INTEREST IN THE JV COMPANY IN THE PRC AND RESUMPTION OF TRADING

Reference is made to the announcement of the Company dated 9 March 2005 in which it was stated that the Company is in preliminary discussion with a connected party in relation to a proposed disposal of the Company’s interest in its waste incineration and processing business. The parties to the S&P Agreement have been negotiating the terms and conditions of the Disposal and a term sheet containing principal terms of the Disposal was entered into by the Company and CSCP on 28 March 2005. After the signing of the term sheet, the parties to the S&P Agreement continued with the negotiation and finalization of the other principal terms and conditions of the S&P Agreement.

The Company announces that on 7 April 2005, the S&P Agreement was entered into by the Company as vendor and CSCP as purchaser in respect of the Sale Shares and the Sale Loan for an aggregate consideration of HK$76 million (which was supplemented by the Supplemental Agreement on 8 April 2005). The Sale Shares represents the entire issued share capital of HTH, the principal asset of which is the 51% equity interest in the JV Company. The consideration for the Disposal shall be satisfied at Completion by the issue and allotment of 100 million Preference Shares in the share capital of CSCP to the Company or its nominee as it may direct. In consideration of the amount of HK$1.00 payable by the Company to CSCP on Completion, CSCP agrees to grant and the Company agrees to accept the right to subscribe at the price of HK$0.76 per New Option Share for 50,000,000 New Option Shares, subject to adjustment in the event of consolidation or subdivision of shares of CSCP.

The Disposal constitutes a major transaction for the Company under the Listing Rules. As CSCP is deemed to be an associate of Mr. Hon who is a Director and a substantial shareholder of the Company and an associate of Mr. Chan who is a Director and the Chairman of the Company, the Disposal also constitutes a connected transaction for the Company under the Listing Rules and is therefore subject to the approval of the Independent Shareholders at the EGM by poll.

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China Conserventional Power Holding Limited – Announcement 12 April, 2005

A circular containing, inter alia, details of the Disposal, the S&P Agreement, the recommendation from the independent board committee and the advice of the independent financial adviser in respect of the S&P Agreement and transactions contemplated thereunder, the Preference Shares and the New Options and a notice to convene the EGM, will be despatched to the Shareholders as soon as practicable.

At the request of the Company, trading of the Shares on the Stock Exchange was suspended with effect from 9:30 a.m. on Tuesday, 29 March 2005. The Company has applied for resumption of trading of the Shares on the Stock Exchange with effect from 9:30 a.m. on Wednesday, 13 April 2005.

THE S&P AGREEMENT DATED 7 APRIL 2005 AS SUPPLEMENTED BY THE SUPPLEMENTAL AGREEMENT DATED 8 APRIL 2005

Parties

• Vendor: the Company

• Purchaser: China Sciences Conservational Power Limited, a company incorporated in Hong Kong with limited liability and the ordinary shares of which are listed on the main board of the Stock Exchange. The principal businesses of CSCP are computer hardware and provision of maintenance support services, software design and development. As stated in an announcement made by CSCP dated 1 April 2005, it is committed to diversify its existing business into waste incineration and processing business in the PRC.

Assets to be disposal

• Sale Shares: 2 shares of HK$1.00 each in the capital of HTH, representing the entire issued share capital of HTH.

• Sale Loan: The amounts due from HTH to the Company as at the date of Completion. Based on the unaudited consolidated balance sheet of HTH as at 31 December 2004, the amount due from HTH to the Company as at 31 December 2004 was HK$61,609,473.12.

Consideration and payment terms

The consideration for the Disposal comprises the Sale Shares Consideration and the Sale Loan Consideration. The Sale Shares Consideration is an amount equivalent to the difference between HK$76 million and the Sale Loan Consideration, or in the event the Sale Loan is equivalent to or greater than HK$76 million, the Sale Shares Consideration shall be the amount of HK$1. The Sale Loan Consideration is an amount equivalent to the Sale Loan and shall not exceed HK$76 million even if the Sale Loan as at the date of Completion exceeds HK$76 million.

The aggregate consideration for the Sale Shares and the Sale Loan is HK$76 million, which was negotiated on an arm’s length basis and was determined with reference to the unaudited consolidated net liabilities of HTH of HK$2,908,947.54 as at 31 December 2004 and the value of the Sale Loan of HK$61,609,473.12 as at 31 December 2004 and shall be satisfied at Completion by issue and allotment of 100 million Preference Shares in the share capital of CSCP to the Company or its nominee as it may direct.

Based on the unaudited consolidated management accounts of HTH as at 31 December 2004, the Board estimates that the Group will record a gain of about HK$17 million as a result of the Disposal.

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China Conserventional Power Holding Limited – Announcement 12 April, 2005

Principal terms of the Preference Shares

Amount 100 million Preference Shares Nominal Value HK$0.01 per Preference Share Form Cumulative redeemable convertible Preference Shares in registered form Life of the Preference Shares 3 years from the date of issue Dividend Fixed cumulative preferential dividend at 3% per annum, payable semiannually out of funds of CSCP available for dividend or distribution in priority to holders of other shares of CSCP in issue Conversion rights The number of CSCP Shares to be issued and allotted to any holder of Preference Shares on the exercise of the conversion rights will be calculated in accordance with the formula:-

0.76 x A /B = C

where:

A is the number of Preference Shares stated in the relevant conversion notice;

B is (i) for the period beginning on (and including) the date of issue of the Preference Shares (“Date of Issue”) and ending on (and including) the first anniversary of the Date of Issue, HK$0.76, and (ii) for the period from (and including) the day after the first anniversary of the Date of Issue and ending (and including) the third anniversary of the Date of Issue, the higher of: (a) 90% of the average of the closing prices on the Stock Exchange for one CSCP Share for the five trading days up to and including the conversion date (or, if such day is not a trading day, the last trading day before the conversion date) and (b) HK$0.50, provided that if trading in the CSCP Shares is suspended on any day during such period, the average of the closing prices shall be calculated by reference to the latest five consecutive trading days on which the trading in the CSCP Shares is not suspended up to and including the conversion date;

C is the number of CSCP Shares to be issued on conversion of the Preference Share stated in the relevant conversion notice rounded down to the nearest whole number.

Conversion notice A written notice of conversion must be deposited at the Hong Kong registered office of CSCP at least 7 business days in advance of conversion.

Ranking The CSCP Shares falling to be issued upon exercise of the conversion rights attaching to the Preference Shares will, when issued, rank equally in all respects with the CSCP Shares then in issue.

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China Conserventional Power Holding Limited – Announcement

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Voting rights

Holders of Preference Shares will have the right to receive notice of, but not the right to attend or vote at, general meetings of CSCP unless a resolution is proposed at the general meeting for the winding-up of CSCP or for varying or abrogating the rights or privileges of the holders of Preference Shares.

Redemption by holders No redemption by holders of Preference Shares Redemption by the Company Any unconverted Preference Shares shall be redeemed by CSCP on the third anniversary of the date of issue of the Preference Shares at the issue price of HK$0.76 per Preference Share Return of capital On winding up of CSCP, holders of Preference Shares will be entitled to the return of capital in priority to any other class of shares on the basis of the nominal value of the Preference Shares. Variation of rights The rights attached to the Preference Shares cannot be altered without the prior written consent of the holders of the ordinary shares of CSCP and of the holders of Preference Shares holding not less than 75% of the outstanding Preference Shares for the time being. Transferability The Preference Shares are freely transferable by the holders thereof, in integral multiple of two and transfer of two Preference Shares shall be accompanied by the transfer of one New Option, subject to the requirements of the Listing Rules.

• CSCP has confirmed that it will immediately notify the Stock Exchange upon becoming aware of any dealings in the Preference Shares by any connected person of CSCP (as defined in the Listing Rules).

• Transfer of Preference Shares Subject to fulfillment of the connected transaction requirements of the to connected person Listing Rules, the Preference Shares may be transferred to any connected person of CSCP (as defined in the Listing Rules). CSCP has confirmed that it will immediately notify the Stock Exchange upon becoming aware of any transfers in the Preference Shares to any connected person of CSCP (as defined in the Listing Rules).

• No pre-emptive Rights In the event that CSCP shall at any time issue to holders of ordinary shares securities convertible into ordinary shares, CSCP shall not be obliged to, offer such shares/securities to holders of Preference Shares for subscription.

Listing The Preference Shares will not be listed on any stock exchange.

Based on the conversion price of HK$0.76 per Conversion Share, the 100,000,000 Preference Shares shall be converted into 100,000,000 Conversion Shares, representing approximately 9.75% of the existing issued share capital of CSCP and approximately 8.88% of its issued share capital as enlarged by the issue of the Conversion Shares. As stated in the sub-paragraph “Conversion rights” above, the number of Conversion Shares may be adjusted subject to the conversion price calculated by reference to the formula set out therein. If the Preference Shares are fully converted at the minimum conversion price of HK$0.50, 152,000,000 Conversion Shares will fall to be allotted and issued, representing approximately 14.82% of the existing issued share capital of CSCP and approximately 12.91% of the issued share capital of CSCP as enlarged by the issue of the 152,000,000 Conversion Shares only.

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China Conserventional Power Holding Limited – Announcement 12 April, 2005

The conversion price of HK$0.76 per Conversion Share represents a discount of 9.52% to the closing price of HK$0.84 per CSCP Share as quoted on the Stock Exchange on 22 March 2005, being the last trading day before the date of the S&P Agreement, and a discount of approximately 6.17% to the average closing price of HK$0.81 per CSCP Share as quoted on the Stock Exchange for the last 10 trading days up to and including 22 March 2005.

New Options

In consideration of the amount of HK$1.00 payable by the Company to CSCP on Completion, CSCP agrees to grant and the Company agrees to accept the right to subscribe at the price of HK$0.76 per New Option Share for 50,000,000 New Option Shares. The 50,000,0000 New Option Shares represent approximately 4.87% of the existing issued share capital of CSCP and approximately 4.65% of the issued share capital of CSCP as enlarged by the issue of the New Option Shares only.

Subject to Completion taking place, the Company may exercise in all or some New Options granted to it at any time during the period from (and including) the date of Completion to (and including) the day immediately preceding the third anniversary of that date provided that any exercise of the New Options must be accompanied by the conversion of two Preference Shares at the same time. To exercise the New Options, the holder of the New Options shall deliver to CSCP a notice specifying the number of New Options which are the subject of that exercise and a remittance in favour of CSCP for the aggregate subscription price for the New Option Shares subject to those New Options being exercised. Once given, such notice shall be irrevocable. The New Options are transferable subject to the requirements of the Listing Rules and transfer of one New Option shall be accompanied by the transfer of two Preference Shares.

The number of New Option Shares subject to each New Option shall be subject to adjustment on consolidation or sub-division so that the holder of that New Option shall upon exercise of the relevant New Option be entitled to the same percentage of the issued share capital of CSCP before and after such adjustment.

Conditions

Completion of the S&P Agreement is conditional upon, inter alia, the following conditions precedent being satisfied:

• (a) the approval of the S&P Agreement and the transactions contemplated hereunder, including the Disposal, issue and the allotment of the 100 million Preference Shares, the grant of the New Options and any CSCP Shares that may fall to be issued upon the exercise of the conversion rights attaching to the Preference Shares and any New Options, by the shareholders of CSCP in a manner as required under the Listing Rules;

• (b) the passing of a resolution by the shareholders of CSCP approving the creation of the Preference Shares;

• (c) CSEG, the other JV party to the JV Company, agreeing in principle to the change in the beneficial owner of HTH in terms as contemplated hereunder;

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China Conserventional Power Holding Limited – Announcement

12 April, 2005

• (d) obtaining a legal opinion from a firm of PRC lawyers appointed by CSCP in connection with the transactions contemplated under the S&P Agreement and CSCP’s beneficial ownership and holding of the Target Equity Interest, including without limitation to the generality of the foregoing, to the effect that:–

• (i) the JV Company was duly established under the laws of the PRC and validly in existence, the registered capital of the JV Company has been fully paid up and none of the respective holders of the registered capital of the JV Company have any unfulfilled capital contribution obligations;

• (ii) the HTH is the legal and beneficial owner of the Target Equity Interest at and after Completion; and

• (iii) the change of ownership of HTH as contemplated hereunder will not result in a termination of the “Build-Operation-Transfer” contract entered into between the JV Company and the Dongguan City Public Utilities Management Bureau;

• (e) the Listing Committee of the Stock Exchange granting listing of and permission to deal in the shares to the issued by CSCP upon the exercise of the conversion rights attaching to the Preference Shares and the New Option Shares;

• (f) approval by Independent Shareholders of the S&P Agreement and the transactions contemplated hereunder, including the sale of the Sale Shares and the Sale Loan in terms set out in the S&P Agreement in consideration for the Preference Shares in a manner as required under the Listing Rules; and

• (g) all parties having obtained the consent, the approvals and permissions from the relevant government and/or regulatory bodies or other third parties as required to give effect to the transactions contemplated under the S&P Agreement.

If the conditions set out above are not fulfilled or waived in writing on or prior to 31 August 2005 (or such later date as may be agreed between the Company and CSCP), the S&P Agreement shall terminate and none of the parties shall have any claim against the others for costs, damages, compensation or otherwise (save in respect of any prior breach of the S&P Agreement). CSCP may unilaterally waive the condition set out in (d) above. Apart from the condition set out in (d) above, none of other conditions in the clauses may be waived by any party.

Both parties agree that the S&P Agreement shall terminate immediately if as a result of entering into the S&P Agreement and performing any of the obligations hereunder: (a) the Stock Exchange rules that CSCP is or will be treated as a new listing applicant under the Listing Rules; or (b) the Executive under the Hong Kong Code on Takeovers and Mergers rules that a general offer obligation will arise on the part of the Company and its concert parties requiring it to acquire all outstanding securities of CSCP not already owned by it and its concert parties, and upon termination neither party shall have any claim against the other for costs, damages, compensation or otherwise (save in respect of any prior breach of the S&P Agreement).

Completion

Completion shall take place on the third business day next following the date on which all the conditions of the S&P Agreement shall have been fulfilled and/or waived, which is expected to be on or before 31 August 2005 (or such other date as shall be agreed between the Company and CSCP). Upon Completion, HTH will cease to be a subsidiary of the Company and the Group will not hold any interest in the JV Company except through its interest in CSCP via the Preference Shares or the CSCP Shares upon the exercise of the conversion rights attaching to the Preference Shares and/or the New Options.

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China Conserventional Power Holding Limited – Announcement 12 April, 2005

Information of HTH and the JV Company

HTH, a company incorporated in Hong Kong with limited liability, is an indirect wholly-owned subsidiary of the Company. The principal asset of HTH is its 51% equity interest in the JV Company.

The JV Company is principally engaged in the waste incineration and processing business in Dongguan, the PRC. The JV Company is in the process of constructing an incinerator with capacity to handle 1,000 metric tons of waste per day for generating electricity. The JV Company is a sino-foreign equity joint venture which established on 5 November 2004 in the PRC with the term of 25 years.

The equity interest of the JV Company is registered as to 51% by HTH and as to 49% by CSEG. As at the date of this announcement, based on the confirmation issued by CSEG, CSEG has been holding 39% of the equity interest of the JV Company for the benefit of an independent third party and based on the confirmation issued by the independent third party, it has been holding 39% of the equity interest of the JV Company for the benefit of CSCP. CSEG is a large scale enterprise group established by 中國科學 院 (Chinese Academy of Science). As CSEG is a substantial shareholder of the JV Company, a subsidiary of the Company, CSEG is a connected person of the Company (as defined in the Listing Rules) as at the date of this announcement.

The registered capital of the JV Company is RMB110 million (approximately HK$103.4 million) and the total investment amount of the JV Company is RMB328.26 million (approximately HK$308.57 million). The registered capital of the JV Company has been fully paid up by the joint venture parties. The difference between the registered capital and the total investment amount in the amount of RMB218.26 million (approximately HK$205.17 million) shall be financed by external banking facilities.

Based on the audited financial statements of HTH for the period from 17 April 2002 (date of incorporation) to 31 March 2004, HTH recorded loss before and after taxation of HK$820,396. Based on the unaudited consolidated management accounts of HTH for the nine months ended 31 December, 2004, HTH recorded loss before and after taxation before minority interest of HK$3,540,185.93. and recorded loss before and after taxation after minority interest of HK$1,969,315.44. Based on the unaudited consolidated balance sheet of HTH Group as at 31 December 2004, the net deficits of HTH Group as at 31 December 2004 were HK$2,908,947.54.

REASONS FOR THE DISPOSAL

The Group is principally engaged in electrical engineering contracting business, trading in electrical equipment and material, investment holding, securities brokerage and finance business, company secretarial services and sea freight forwarding services.

As mentioned in the announcement made by the Company dated 24 December 2003 and the circulars issued by the Company dated 14 January 2004 and 9 March 2004, the formation of the JV Company represented a further step by the Group to diversify into the business of waste incineration and process. The Directors were of the view that the income generated from the operation of the waste incineration and process business of the JV Company will provide the Group with the diversification. Accordingly, the JV Company has been formally established on 5 November 2004 with a term of 25 years. Apart from the 51% equity interest in the JV Company, the Group currently has no interest in any other waste incineration and process business. As stated in the announcements made by CSCP, it is setting up a joint venture in Guilin, the PRC to carry on waste incineration and processing business, the Board is of the view that the Disposal could allow the Group to continue to have an exposure to the waste incineration and process business through its interest in the Preference Shares and the New Options and to enjoy potential returns from the two power plants in Dongguan and Guilin, both of which will be managed by the management of CSCP. As the Preference Shares are convertible into ordinary shares of CSCP as well as redeemable by CSCP on the third anniversary of the date of allotment of the Preference Shares,

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China Conserventional Power Holding Limited – Announcement 12 April, 2005

the Directors consider that the holding of the Preference Shares could provide the Group with an opportunity to enjoy a stable interest return with redemption in full amount as well as to capture any potential returns from the businesses of CSCP by converting the Preference Shares into CSCP Shares and exercising the New Options. The Group is able to increase its share of returns from the businesses of CSCP by increasing its interest in CSCP via the exercise of the New Options at the current share price of CSCP within the option period.

On such basis, the Directors are of the view that the terms of the S&P Agreement including, inter alia, the issue and allotment of the Preference Shares and the granting of the New Options, are fair and reasonable in so far as the Shareholders are concerned and in the best interest of the Company and the Shareholders.

In spite of the Disposal, the Company will continue its diversification policy. As stated in previous announcement, the Company has entered into an investment framework agreement in relation to the proposed acquisition of up to 49% of the equity interest in a pharmaceutical products distribution and investment company in the PRC, the Disposal could also allow the Group to allocate more resources on the proposed investment on the pharmaceutical business while at the same time continue to enjoy the potential returns from the waste incineration and processing business through its interest in CSCP.

GENERAL

The Disposal constitutes a major transaction for the Company under the Listing Rules. As CSCP is deemed to be an associate of Mr. Hon who is a Director and a substantial shareholder of the Company and an associate of Mr. Chan who is a Director and the Chairman of the Company, the Disposal also constitutes a connected transaction for the Company under the Listing Rules and is therefore subject to the approval of the Independent Shareholders at the EGM by poll. Mr Hon and its associates, being the substantial shareholder of the Company interested in approximately 14.20 % of the issued share capital of the Company as at the date of this announcement, will abstain from voting at the EGM in respect of the resolutions to approve the S&P Agreement and transactions contemplated thereunder.

A separate resolution will be proposed at the EGM for the independent Shareholders to approve the holding of the Preference Shares by the Company as consideration of the Disposal in light of the confirmation by the then directors of the Company in the prospectus of the Company dated 11 April 2001 that, among others, the Group will cease to engage in investing in securities after the new listing of the Company.

The Board currently intends to exercise the conversion rights attaching to the Preference Shares and the New Options at appropriate time when depending on the prevailing market conditions during the three years conversion/exercise period. In the event the Board exercises such conversion rights attaching to the Preference Shares at the minimum conversion price of HK$0.50 per Preference Share and/or the New Options at the fixed subscription price of HK$0.76 per New Option Share, the Company would be interested in a maximum of approximately 16.45% of the issued share capital of CSCP as enlarged by the issue of the 152,000,000 Conversion Shares and the 50,000,000 New Option Shares. Under such circumstance, the transaction will constitute a major transaction of the Company. In light of the intention of the Board, a separate resolution will be proposed at the EGM for the Independent Shareholders to approve the exercise of the conversion rights attaching to the Preference Shares and the New Options in whole or in part at any time during the conversion/exercise period.

A circular containing, inter alia, details of the Disposal, the S&P Agreement, the recommendation from the independent board committee and the advice of the independent financial adviser in respect of the S&P Agreement and transactions contemplated thereunder, the Preference Shares and the New Options and a notice to convene the EGM, will be despatched to the Shareholders as soon as practicable.

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China Conserventional Power Holding Limited – Announcement 12 April, 2005

RESUMPTION OF TRADING

At the request of the Company, trading of the Shares on the Stock Exchange was suspended with effect from 9:30 a.m. on Tuesday, 29 March 2005. The Company has applied for resumption of trading of the Shares on the Stock Exchange with effect from 9:30 a.m. on Wednesday, 13 April 2005.

As at the date of this announcement, the Board comprises Mr. Chan Tat Chee, Mr. Hon Ming Kong, Mr. Lee Yu Leung, Mr. Ting Pascal, Mr. Chen Jun Nong, Mr. Lin Hoi Kwong, (Executive Directors), Mr. Li Yong, Alfa (Non-executive Director), Mr. Loo Chung Keung, Steve, Mr. Au Yeung Ka Cheung and Mr. Tsoi Wai Kwong (Independent non-executive Directors).

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:

“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 and the shares of which are
	listed on the Stock Exchange
“Completion”	completion of the Disposal in accordance with the terms of the S&P
	Agreement
“Connected Person(s)”	has the meaning ascribed thereto in the Listing Rules
“Consideration Shares”	the 100 million Preference Shares in the share capital of CSCP to be
	issued by CSCP pursuant to the S&P Agreement
“Conversion Shares”	new ordinary shares of CSCP that may fall to be allotted and issued by
	CSCP upon conversion of the Preference Shares
“CSCP”	China Sciences Conservational Power Limited, a company incorporated
	in Hong Kong with limited liability and the ordinary shares of which are
	listed on the main board of the Stock Exchange
“CSCP Share(s)”	the ordinary share(s) of HK$0.01 each in the share capital of CSCP
“CSEG”	中科實業集團（控股）公司(China Sciences Enterprise Group (Holding)
	Corporation*), a company incorporated in the PRC
“Director(s)”	the director(s) of the Company
“Disposal”	the disposal of the Sale Shares and the Sale Loan by the Company
	pursuant to the S&P Agreement
“EGM”	the extraordinary general meeting of the Company to be convened for
	approving the S&P Agreement and the transactions contemplated
	thereunder

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China Conserventional Power Holding Limited – Announcement 12 April, 2005

“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	The Hong Kong Special Administrative Region of PRC
“HTH”	Hong Tong Hai Investments Limited, a company incorporated in Hong
	Kong with limited liability and an indirect wholly-owned subsidiary of
	the Company
“HTH Group”	HTH and its subsidiaries
“Independent Shareholders”	Shareholders other than Mr. Hon and his associates
“JV Company”	東莞中科環保電力有限公司(Dongguan China Sciences Conservational
	Power Co., Ltd.), a sino-foreign equity joint venture established in
	Dongguan, the PRC
“Listing Rules”	The Rules Governing the Listing of Securities on the Stock Exchange
“Mr. Chan”	Mr. Chan Tat Chee, a Director and the Chairman of the Company
“Mr. Hon”	Mr. Hon Ming Kong, a Director and a substantial Shareholder
“New Option”	the aggregate of 50,000,000 options to be granted by CSCP pursuant to
	the S&P Agreement, each New Option entitles the holder to subscribe
	for one New Option Share in accordance with the terms of grant, subject
	to adjustment
“New Option Shares”	the new shares of CSCP that may fall to be allotted and issued by CSCP
	upon the exercise of the New Option
“PRC”	The People’s Republic of China, for the purpose of this announcement
	only, excludes Hong Kong, Taiwan and Macau Special Administrative
	Region
“Preference Shares”	the convertible preference shares to be issued by CSCP pursuant to the
	S&P Agreement
“RMB”	Renminbi, the lawful currency of the PRC
“S&P Agreement”	the sale and purchase agreement dated 7 April 2005 entered into between
	the Company and CSCP, pursuant to which, inter alia, the Company
	agreed to sell and CSCP agreed to purchase, or procure the purchase of
	the Sale Share and the Sale Loan
“Sale Loan”	the amount due from HTH to the Company as at the date of Completion
“Sale Loan Consideration”	an amount equivalent to the Sale Loan and shall not exceed HK$76
	million
“Sale Shares”	2 shares in the capital of HTH, representing the entire issued share
	capital of HTH

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China Conserventional Power Holding Limited – Announcement 12 April, 2005

“Sale Shares Consideration” an amount equivalent to the difference between HK$76 million and the Sale Loan Consideration, provided that in the event the Sale Loan is equivalent to or greater than HK$76 million, the amount of HK$1 “Shares” shares in the issued share capital of the Company “Shareholder(s)” holder(s) of Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “Supplemental Agreement” the supplemental agreement dated 8 April 2005 entered into between the Company and CSCP in respect of the S&P Agreement “Target Equity Interest” the entire equity interest of the JV Company legally and beneficially owned by the Company (being not less than 51% thereof) as at the date of the S&P Agreement and at Completion % per cent.

For the purpose of this announcement, all amounts in RMB are translated into HK$ at an exchange rate of RMB1.0638:HK$1

By order of the Board Chan Tat Chee Chairman

Hong Kong, 12 April 2005

* For identification purpose only

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

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China Conserventional Power Holding Limited – Announcement 12 April, 2005