Television Broadcasts Limited — Proxy Solicitation & Information Statement 2004

Feb 4, 2004

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Important: If you are in any doubt as to any aspect of this document or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Hong Tong Holdings Limited, you should at once hand this document and the accompanying form of proxy to the purchaser(s) or to the transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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

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HONG TONG HOLDINGS LIMITED 泓通控股有限公司

(Incorporated in the Cayman Islands with limited liability)

Executive Directors: Mr. Hon Ming Kong (Chairman) Mr. Hon Yik Kwong Mr. Lee Yu Leung

Independent Non-executive Directors: Mr. Tsoi Wai Kwong Mr. Fork Siu Lun, Tommy

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: Unit 3616, 36th Floor China Merchants Tower Shun Tak Centre 168-200 Connaught Road Central Sheung Wan Hong Kong

2 February 2004

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME

INTRODUCTION

The Board (“Board”) of directors (“Directors”) of Hong Tong Holdings Limited (the “Company”) announced on 16 January 2004 that the Company proposed to change its name to “China

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Conservational Power Holdings Limited” and the Chinese name of the Company to “中國環保電 力控股有限公司 ”, subject to the passing of a special resolution at an extraordinary general meeting to be convened (the “Extraordinary General Meeting”).

REASONS FOR THE PROPOSED CHANGE OF COMPANY NAME

As mentioned in the 2003 annual report of the Company, it is the corporate strategy of the Group to minimize the adverse impact arising from the contraction of the electrical engineering market by way of vertical integration into construction related business and horizontal diversification. It was further stated in the circulars of the Company dated 27 October 2003 and 14 January 2004, respectively and the announcement dated 24 December 2003 that a subsidiary of the Company has entered into a co-operation agreement with China Sciences Enterprise Group (Holding) Corporation and a framework agreement with Hangzhou Jinjiang Group Co., Ltd., for investment in the business of waste incineration and processing in the PRC. Although the joint venture with China Sciences Enterprise Group (Holding) Corporation to engage in the waste incineration business was formed recently and no turnover has recorded yet, the Directors consider that the investment represents an excellent opportunity for the Company to diversity into a unique business with vast growth potential. It is intended that the existing business will be operated in parallel with the new business so as to create a synergistic effect to the Group. To signify this step by the Company to diversify into the business of waste incineration and processing and for the reason of enhancing the corporate image and to reflect the diversification and the corporate goal of the Company, the Board proposed to change the name of the Company.

CONDITIONS

The proposed change of name of the Company will become effective subject to the passing of a special resolution by the shareholders of the Company (the “Shareholders”) at the Extraordinary General Meeting. When the Certificates of Incorporation on Change of Company Name by the Registrar of Companies in the Cayman Islands and by the Registrar of Companies in Hong Kong both are having been issued, the Company will make further announcement to notify the public.

EXTRAORDINARY GENERAL MEETING

The Extraordinary General Meeting is to be held at 11:00 a.m. on Friday, 27 February 2004 at Unit 3616, 36th Floor, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Sheung Wan, Hong Kong to consider, and if thought fit, to approve a special resolution for the proposed change of name of the Company.

A form of proxy is enclosed for the use of the Shareholders at the Extraordinary General Meeting. The Shareholders are requested to complete and return the form of proxy to the Company’s branch registrars and transfer office in Hong Kong, Hong Kong Registrars Limited at Rooms 1901-5, 19th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holdings the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude any member from attending and voting in person at the Extraordinary General Meeting should they wish to do so.

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EFFECT ON THE CHANGE OF COMPANY NAME

The change of name of the Company will not affect any of rights of the Shareholders of the Company. The existing share certificates in issue bearing the current name of the Company will continue to be evidence of title to the shares of the Company and will continue to be valid for trading, settlement and registration purpose.

SHARE CERTIFICATES

If the Shareholders of the Company so wish, they may, during the period of one month from the date of issue of the Certificate of Incorporation on Change of Name by the Registrar of Companies of the Cayman Islands and when all filing requirements of the Registrar of Companies of Hong Kong in connection therewith have been fulfilled by the Company, deliver existing share certificates in respect of the shares of the Company held by them to the Company’s branch registrar and transfer office in Hong Kong, Hong Kong Registrars Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, to exchange at the expense of the Company, for the new share certificates bearing the new name of the Company. After the expiry of such one month period, share certificates of the Company will be accepted for exchange at the expense of the Shareholders of the Company. Such exchanges will incur a fee of HK$2.50 (or such higher amount as may from time to time be charged) for each of such certificate to be issued.

RECOMMENDATION

The Board considers that the above-mentioned proposal to be in the best interest of the Company and recommends the Shareholders to vote in favor of the special resolution to be proposed at the Extraordinary General Meeting.

By Order of the Board Hon Ming Kong Chairman

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EXTRAORDINARY GENERAL MEETING

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HONG TONG HOLDINGS LIMITED 泓通控股有限公司

(Incorporated in the Cayman Islands with limited liability)

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting of the shareholders of Hong Tong Holdings Limited (the “Company”) will be held at 11:00 a.m. on Friday, 27 February 2004 at Unit 3616, 36th Floor, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Sheung Wan, Hong Kong for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution as special resolution:–

SPECIAL RESOLUTION

“THAT, subject to the approval of the Registrar of Companies in the Cayman Islands, the name of the Company be changed to “ China Conservational Power Holdings Limited ” and the Chinese name of the Company be changed to “中國環保電力控股有限公司 ”.

By Order of the Board Hong Tong Holdings Limited Hon Ming Kong Chairman

Hong Kong, 2 February 2004
Head Office and Principal Place	Registered Office:
of Business in Hong Kong:	P.O. Box 309
Unit 3616, 36th Floor	Ugland House
China Merchants Tower	South Church Street
Shun Tak Centre	George Town
168-200 Connaught Road Central	Grand Cayman
Sheung Wan	Cayman Islands
Hong Kong	British West Indies

Notes:–

1. Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

2. A form of proxy for use at the meeting is enclosed.

3. 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 share registrar and transfer office in Hong Kong, Hong Kong Registrars Limited at Rooms 1901-5, 19th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong in accordance with the instructions printed thereon as soon as possible but in any event not less than 48 hours before the time appointed for the meeting, delivering of an instrument appointing a proxy shall not preclude a member of the Company from attending and voting in person at the meeting or on the poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

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