Television Broadcasts Limited — M&A Activity 2004

Apr 26, 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.

CHINA CONSERVATIONAL POWER HOLDINGS LIMITED 中國環保電力控股有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 290)

LETTER OF INTENT IN RELATION TO THE PROPOSED ACQUISITION OF NOT MORE THAN 50% EQUITY INTEREST IN A PRC COMPANY

The Board announced that on 23 April 2004, Oriental Overseas, a direct wholly owned subsidiary of the Company, has entered into the Letter of Intent with Party A in relation to the Proposed Acquisition of not more than 50% equity interest in a PRC company which licenced to operate internet cafe chain in the PRC. To the best of the knowledge of the Directors, Party A and the shareholders of the PRC Company are not connected with the directors, chief executive, substantial shareholders of the Company or its subsidiaries or their respective associates.

The Company has yet to commence due diligence review on the affairs of the PRC Company and the terms of the Proposed Acquisition have yet to be negotiated. Further announcement relating to the Proposed Acquisition will be made by the Company in accordance with the requirements of the Listing Rules.

The Proposed Acquisition may or may not be consummated. Shareholders of the Company and potential investors are advised to exercise caution when dealing in the shares of the Company.

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At the request of the Company, trading in the shares of the Company was suspended with effect from 9:30 a.m. on Monday, 26 April 2004 pending the publication of this announcement. Application has made to the Stock Exchange for resumption of trading in the shares of the Company with effect from 9:30 a.m. on Tuesday, 27 April 2004.

THE LETTER OF INTENT

On 23 April 2004, Oriental Overseas has entered into the Letter of Intent with Party A in relation to the proposed acquisition of not more than 50% equity interest in the PRC Company licenced to operate internet cafe chain in the PRC. To the best of the knowledge of the Directors, Party A and the shareholders of the PRC Company are not connected with the directors, chief executive, substantial shareholders of the Company or its subsidiaries or their respective associates. Currently, the Company has no direct or indirect interest in the PRC Company.

Pursuant to the Letter of Intent, the consideration for the Proposed Acquisition shall be determined with reference to the valuation of the PRC Company and shall not exceed HK$45,000,000. A qualified independent valuer will be appointed by the Company to conduct the valuation of the PRC Company. Upon signing of the Letter of Intent, Oriental Overseas shall have the exclusive right to commence due diligence review on the legal, financial and operational affairs of the PRC Company, and to negotiate and finalize a share transfer agreement in respect of the Proposed Acquisition with Party A for a period of three months from the date of the Letter of Intent.

Pursuant to the Letter of Intent, Oriental Overseas agreed to pay earnest money in the amount of HK$20,000,000. On 23 April 2004, Oriental Overseas had upon the instruction of Party A paid a sum of HK$13,300,000, whereas the remaining balance of the earnest money of HK$6,700,000 shall be paid upon further instruction of the Party A. In the event that the share transfer agreement and the relevant documents are not be entered into within three months from the date of the Letter of Intent, Party A shall have to return to Oriental Overseas the whole sum of the earnest money paid without interest within seven days from the end of the three months. In the event that the share transfer

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agreement are entered into, the earnest money shall be applied as deposit under the share transfer agreement.

REASONS FOR THE PROPOSED ACQUISITION

The Group is principally engaged in electrical engineering contacting business, trading in electrical equipment and materials in private sector in Hong Kong and the PRC and provision of corporate and business consultancy services, direct investments and securities brokerage services in Hong Kong. As detailed in the announcements made by the Company dated 24 December 2003 and 17 February 2004 and the circulars of the Company dated 14 January 2004 and 9 March 2004, the Group is considering opportunities to diversify its business. It is currently in the course of establishing a joint venture in the PRC for the purpose of diversifying into waste incineration and processing business.

It is the present intention of the Directors that the Company will not acquire more than 50% of the equity interest in the PRC Company and, if the Proposed Acquisition materializes, the PRC Company will not be consolidated into the accounts of the Company and will not be accounted for as a subsidiary of the Company. The Directors have no present intention to acquire further equity interest in the PRC Company. The Directors consider that the Proposed Acquisition is in line with the corporate strategy of the Group to minimize the adverse impact arising from the contraction of the electrical engineering market through vertical integration into construction related business and horizontal diversification.

GENERAL

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

The Company has yet to commence due diligence review on the affairs of the PRC Company and the terms of the Proposed Acquisition have yet to be negotiated and finalized. Further announcement relating to the Proposed Acquisition will be made by the Company in accordance with the requirements of the Listing Rules.

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The Proposed Acquisition may or may not be consummated. Shareholders of the Company and potential investors are advised to exercise caution when dealing in the shares of the Company.

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

Executive Directors

1. Mr. Hon Ming Kong

2. Mr. Hon Yik Kwong

3. Mr. Lee Yu Leung 4. Mr. Chen Jun Nong 5. Mr. Pascal Ting

Independent Non-Executive Directors

1. Mr. Fork Siu Lun, Tommy

2. Mr. Tsoi Wai Kwong

RESUMPTION OF TRADING

At the request of the Company, trading in the shares of the Company was suspended with effect from 9:30 a.m. on Monday, 26 April 2004 pending the publication of this announcement. Application has made to the Stock Exchange for resumption of trading in the shares of the Company with effect from 9:30 a.m. on Tuesday, 27 April 2004.

DEFINITIONS

Terms used in this announcement shall have the following meanings unless otherwise defined:–

“associates” Has the meaning ascribed thereto 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;

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• “Director(s)”

• “Group”

• “Hong Kong”

• “Letter of Intent”

• “Listing Rules”

• “Oriental Overseas”

• “Party A”

• “PRC Company”

• “Proposed Acquisition”

• “Stock Exchange”

• “HK$”

• the director(s) of the Company, including the independent non-executive Directors;

the Company and its subsidiaries;

the Hong Kong Special Administrative Region of the People’s Republic of China;

• the legally binding letter of intent dated 23 April 2004 entered into between Oriental Overseas and Party A in relation to the Proposed Acquisition;

• The Rules Governing the Listing of Securities on the Stock Exchange;

• Oriental Overseas Group Limited, a company incorporated in the British Virgin Islands with limited liability and directly wholly owned by the Company;

• Mr. Tang Yat Fung, Cabot, being the authorised representative of the two shareholders who in aggregate are interested in 20% equity interest in the PRC Company;

• a company incorporated in the PRC with limited liability and licenced to operate internet cafe chain in the PRC;

• the proposed acquisition of not more than 50% equity interest in the PRC Company;

• The Stock Exchange of Hong Kong Limited; and

• Hong Kong dollars, the lawful currency of Hong Kong.

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By Order of the Board China Conservational Power Holdings Limited Hon Ming Kong Chairman

Hong Kong, 26 April 2004

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

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