Television Broadcasts Limited — Proxy Solicitation & Information Statement 2005

May 17, 2005

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 290)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of China Conservational Power Holdings Limited (the “Company”) will be held at Unit 3606, 36/F., China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Sheung Wan, Hong Kong on 3 June 2005 at 11:30 a.m. for the purposes of considering and, if thought fit, passing the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

1. “ THAT the execution of an acquisition agreement dated 7 April 2005 between the Company as seller and China Sciences Conservational Power Limited (“CSCP”) as the purchaser in relation to the sale and purchase of two shares of HK$1.00 each in the capital of Hong Tong Hai Investments Limited (“HTH”), representing the entire issued share capital of HTH and the amount due from HTH to the Company as at the date of the completion of the said acquisition agreement (the “Disposal”) for a consideration of HK$76,000,000 to be satisfied by the issue and allotment of 100,000,000 preference shares in the capital of CSCP (the “S&P Agreement”) as supplemented by the supplemental agreement dated 8 April 2005 between the Company and CSCP (the “Supplemental Agreement”), a copy of each of the S&P Agreement and the Supplemental Agreement were produced to this meeting and marked “A” and “B” and signed by the chairman of the meeting for the purpose of identification, be and are hereby confirmed, ratified and approved; and that any one director of the Company be and is hereby authorised to sign or execute such other documents or supplemental agreements/ deeds on behalf of the Company and to do all such things and take such action as they may consider necessary or desirable for the purpose of giving effect to the S&P Agreement as supplemented by the Supplemental Agreement and completing the transactions contemplated in the S&P Agreement as supplemented by the Supplemental Agreement as any such director of the Company may consider necessary, desirable or expedient.”

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CHINA CONSERVATIONAL POWER HOLDINGS LTD – Announcement

17 May, 2005

2. “ THAT :

• (a) subject to the passing of resolution number 1 as set out in this notice of the extraordinary general meeting, the fulfillment and/or waiver of the conditions precedent to the S&P Agreement as supplemented by the Supplemental Agreement and the completion of the transaction contemplated in the S&P Agreement as supplemented by the Supplemental Agreement, the issue and allotment of the 100,000,000 preference shares in the capital of CSCP (the “Preference Shares”) by CSCP in satisfaction of the consideration for the Disposal and the grant of the options by CSCP to the Company and/or its nominee(s) to subscribe for 50,000,000 shares of HK$0.01 each in the capital of CSCP (the “CSCP Shares”) (the “New Options”) to the Company and/or its nominee(s) as it may direct be and is hereby approved and confirmed; and

• (b) the directors of the Company be and are hereby authorised to deal with the Preference Shares and the New Options in such manner as they consider appropriate, including without prejudice to the generality of the foregoing, the transfer of the Preference Shares and the New Options, subject to the passing of resolution number 3 as set out in this notice of the extraordinary general meeting and the exercise of the conversion rights attaching to the Preference Shares and the New Options, to deal in the CSCP Shares to be issued and allotted to the Company and/or its nominee(s) upon the exercise of such conversion rights.”

1. “ THAT subject to the passing of resolutions number 1 and 2 as set out in this notice of the extraordinary general meeting and the issue and allotment of the Preference Shares by CSCP to the Company and/or its nominee(s) and the grant of the New Options to the Company and/or its nominee(s), the directors of the Company be and are hereby authorised to exercise the conversion rights attaching to the Preference Shares and the New Options on the terms and conditions of the Preference Shares and the New Options to subscribe for CSCP Shares as and when and in such manner as they consider appropriate and desirable.”

By order of the Board

CHINA CONSERVATIONAL POWER HOLDINGS LTD

Chan Tat Chee

Chairman

Hong Kong, 17 May 2005

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CHINA CONSERVATIONAL POWER HOLDINGS LTD – Announcement

17 May, 2005

Principal Place of Business in Hong Kong: Registered Office: Unit 3606, 36/F, China Merchants Tower P.O. Box 309 Shun Tak Centre Ugland House 168-200 Connaught Road Central South Church Street Sheung Wan George Town, Grand Cayman Hong Kong Cayman Islands British West Indies

Notes:

1. Any member of the Company entitled to attend and vote at the meeting may appoint one or more than one proxy to attend and to vote in his stead. A proxy need not be a member of the Company.

2. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share of the Company as if he were solely entitled thereto; but if more than one or such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

3. In order to be valid, the proxy form duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be delivered to the Company’s branch registrar and transfer office in Hong Kong, Hong Kong Registrars Limited, 46/F, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

4. Whether or not you propose to attend the meeting in person, you are strongly urged to complete and return the proxy form in accordance with the instructions printed thereon. Completion and return of the proxy form will not preclude you from attending the meeting and voting in person if you so wish. In the event that you attend the meeting after having lodged the proxy form, it will be deemed to have been revoked.

5. Votes of members of the Company on ordinary resolutions (1) and (3) will be taken by poll and votes of members of the Company on ordinary resolution (2) will be taken on a show of hands.

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CHINA CONSERVATIONAL POWER HOLDINGS LTD – Announcement

17 May, 2005

1. As at the date of this announcement, the board of directors of the Company consists of Mr. Chan Tat Chee, Mr. Hon Ming Kong, Mr. Lee Yu Leung, Mr. Ting Pascal and Mr. Lin Hoi Kwong, all of whom are executive directors; Mr. Li Yong, Alfa, an non-executive director; Mr. Loo Chung Keung, Steve, Mr. Au-Yeung Ka Cheung and Mr. Tsoi Wai Kwong, both of whom are independent non-executive directors.

Please also refer to the published version of this announcement in China Daily.

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CHINA CONSERVATIONAL POWER HOLDINGS LTD – Announcement

17 May, 2005