Television Broadcasts Limited — M&A Activity 2004

Aug 24, 2004

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.

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 290)

TERMINATION OF PROPOSED ACQUISITION OF ABOUT 32.89% INTERESTS IN BEIJING CHINA SCIENCES GENERAL ENERGY & ENVIRONMENT CO., LTD.

HTH and Beijing Xuce have entered into a termination agreement on 24 August 2004 to terminate the BCS Letter of Intent, the BCS Supplemental Letter of Intent and the Deposit Payment Agreement. Beijing Xuce has returned the deposit in the amount of HK$10,000,000 to HTH on 24 August 2004. Upon termination of the Agreements and the return of the Deposit to HTH, neither HTH nor Beijing Xuce has any liability towards the other party under any of the Agreements.

References are made to the announcements made by the Company dated 17 February, 10 March and 23 July 2004, respectively, in relation to, among other things, the proposed acquisition of an approximately 32.89% interests in BCS General Energy & Environment pursuant to the BCS Letter of Intent and the BCS Supplemental Letter of Intent and the payment of the Deposit by HTH to Beijing Xuce pursuant to the Deposit Payment Agreement.

THE TERMINATION AGREEMENT

The following is a summary of the terms of the Termination Agreement:

Date : 24 August 2004

Parties : (1) HTH, a wholly owned subsidiary of the Company; and

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CHINA CONSERVATIONAL POWER HOLDINGS LIMITED – Announcement

24 August 2004

• (2) Beijing Xuce, which is independent of and not connected with the directors, chief executives and substantial shareholders of the Company and its subsidiaries and their respective associates and not a connected person of the Company (as defined in the Listing Rules)

• Subject matter : Termination of the BCS Letter of Intent, the BCS Supplemental Letter of Intent and the Deposit Payment Agreement

• Refund of Deposit : Beijing Xuce is to return the refundable Deposit in the amount of HK$10,000,000 to HTH on the same day as the date of the Termination Agreement

Beijing Xuce has returned the Deposit in the amount of HK$10,000,000 to HTH on 24 August 2004. Upon termination of the Agreements and the return of the Deposit to HTH, neither HTH nor Beijing Xuce has any liability towards the other party under any of the Agreements.

REASONS FOR TERMINATION OF THE PROPOSED ACQUISITION

After the signing of the BCS Letter of Intent, the Company has commenced its due diligence exercise of the affairs of BCS General Energy & Environment. By the BCS Supplemental Letter of Intent, the period for exclusive right of negotiation and conduct of the due diligence exercise was extended to 9 September 2004. As the Company is approaching completion of the due diligence exercise of the affairs of BCS General Energy & Environment, the Company and Beijing Xuce have commenced negotiation of the terms of the Proposed Acquisition. However, the parties have failed an agreement on the consideration for the Proposed Acquisition as at the date hereof. The Board having considered the difficulty in reaching an agreement with Beijing Xuce in light of the disagreement over the amount of consideration for the Proposed Acquisition considered it more appropriate to terminate the Proposed Acquisition rather than spending additional resources in pursuing the matter further. In spite of the termination of the Proposed Acquisition, the Company through its joint venture partner, China Sciences Group, which is interested in approximately 36.84% of BCS General Energy & Environment and the single largest shareholder of BCS General Energy & Environment, can still obtain the required technical support from BCS General Energy & Environment on the Group’s waste incineration and processing projects.

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GENERAL

This announcement is made by the Company pursuant to the general disclosure obligations under Rule 13.09 of the Listing Rules.

DEFINITIONS

In this announcement, unless otherwise defined, expressions used herein shall have the following meanings:

• “Agreements”

The BCS Letter of Intent, the BCS Supplemental Letter of Intent and the Deposit Payment Agreement;

• “Beijing Xuce”

北京旭策置業有限公司 (Beijing Xuce Development Co., Ltd.)*, a company incorporated in the PRC and is interested in approximately 32.89% of the issued share capital of BCS General Energy & Environment;

• “Board”

the board of Directors;

• “BCS General Energy

  • & Environment”

  • 北京中科通用能源環保有限責任公司 (Beijing China Sciences General Energy & Environment Co., Ltd.)*, a company incorporated in the PRC and owned as to approximately 36.84% by China Sciences Group, as to approximately 32.89% by Beijing Xuce and as to approximately 30.27% by 20 individuals;

• “BCS Letter of Intent”

  • the letter of intent dated 17 February 2004 and entered into between HTH and Beijing Xuce in relation to the proposed acquisition of an approximately 32.89% interests in BCS General Energy & Environment;

• “BCS Supplemental Letter of Intent”

  • the supplemental letter of intent dated 21 July 2004 entered into between HTH and Beijing Xuce in supplemental to the BCS Letter of Intent;

• “China Sciences Group”

• 中科實業集團（控股）公司 (China Sciences Enterprise Group (Holding) Corporation)*, a large scale enterprise group established by 中國科學院 (Chinese Academy of Science);

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CHINA CONSERVATIONAL POWER HOLDINGS LIMITED – Announcement

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“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;

• “Deposit Payment Agreement” the deposit payment agreement dated 9 March 2004 and entered into between HTH and Beijing Xuce in relation to the payment of a refundable deposit, as set out in the announcement made by the Company dated 10 March 2004;

• “Directors” the directors of the Company; “HTH” Hong Tong Hai Investments Limited, a company incorporated in Hong Kong with limited liability and an indirect wholly owned subsidiary of the Company;

• “Hong Kong” The Hong Kong Special Administrative Region of the People’s Republic of China;

• “Listing Rules” The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;

• “Proposed Acquisition” the proposed acquisition of about 32.89% interests in BCS General Energy & Environment by HTH pursuant to the Agreements;

• “Termination Agreement” the termination agreement dated 24 August 2004 and entered into between HTH and Beijing Xuce, as detailed in the paragraph headed “Termination Agreement” in this announcement; and

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong.

As at the date of this announcement, the Board consists of:

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CHINA CONSERVATIONAL POWER HOLDINGS LIMITED – Announcement

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Executive Directors

Mr. Hon Ming Kong

Mr. Hon Yik Kwong

Mr. Lee Yu Leung

Mr. Chen Jun Nong

Mr. Pascal Ting

Non-executive Director

Mr. Li Yong, Alfa

Independent Non-executive Directors

Mr. Fork Siu Lun, Tommy

Mr. Tsoi Wai Kwong

By order of the Board CHINA CONSERVATIONAL POWER HOLDINGS LIMITED Hon Ming Kong Chairman

Hong Kong, 24 August 2004

• for identification purpose

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

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CHINA CONSERVATIONAL POWER HOLDINGS LIMITED – Announcement

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