Television Broadcasts Limited — Proxy Solicitation & Information Statement 2007

Jul 31, 2007

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Important: If you are in any doubt as to any aspect of this circular 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 China Conservational Power Holdings Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser(s) or transferee(s), or to the banker, 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 circular, 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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(Incorporated in the Cayman Islands with limited liability)
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(Stock Code: 290)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting (the “AGM”) of China Conservational Power Holdings Limited (the “Company”) to be held at 34th Floor, Two Exchange Square, 8 Connaught Place, Central, Hong Kong on 29 August 2007 at 11:30 a.m. is set out on pages 14 to 17 of this circular.

A form of proxy for the AGM is enclosed herewith. Whether or not you are able to attend the AGM, please complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch registrar and transfer office in Hong Kong, Hong Kong Registrars Limited at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be). Completion and return of proxy form will not preclude you from attending and voting at the AGM should you so desire.

31 July 2007

CONTENTS
	Pages
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed grant of general mandates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
The AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Procedures for demanding a poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I – EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II – BIOGRAPHIES OF THE DIRECTORS
PROPOSED FOR RE-ELECTION. . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

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DEFINITIONS

In this circular, unless otherwise defined, terms used herein shall have the following meaning:

“AGM”	the annual general meeting of the Company to be held at
	34th Floor, Two Exchange Square, 8 Connaught Place,
	Central, Hong Kong on 29 August 2007 at 11:30 a.m., a
	copy of the notice is set out on pages14to17of this
	circular;
“AGM Notice”	the notice of the AGM as set out on pages14to17of this
	circular;
“Articles”	the articles of association of the Company;
“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,
	the Shares of which are listed on the main board of the
	Stock Exchange;
“connected person”	has the meaning ascribed thereto in the Listing Rules;
“Directors”	the directors of the Company;
“Group”	the Company and its subsidiaries;
“Hong Kong”	The Hong Kong Special Administrative Region of the PRC;
“Independent Third Party”	a third party which is independent of and not connected
	with the Company, the directors, the chief executive officers
	and the substantial shareholders of the Company and its
	subsidiaries and their respective associates (within the
	meaning of the Listing Rules);
“Issue Mandate”	the general and unconditional mandate to be granted to the
	Directors at the AGM to allot, issue and otherwise deal
	with new Shares not exceeding 20% of the aggregate
	nominal amount of the share capital of the Company in
	issue as at the date of the passing of the resolution approving
	such mandate;

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DEFINITIONS

“Latest Practicable Date”	23July 2007, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	for inclusion in this circular;
“Listing Rules”	The Rules Governing the Listing of Securities on the Stock
	Exchange;
“PRC”	The People’s Republic of China, and for the sole purpose
	of this circular excludes Hong Kong, Macau Special
	Administrative Region and Taiwan;
“Repurchase Mandate”	the general and unconditional mandate to be granted to the
	Directors at the AGM to repurchase securities of the
	company on the Stock Exchange up to 10% of the aggregate
	nominal amount of the share capital of the Company in
	issue as at the date of the passing of the resolution approving
	such mandate;
“SFO”	Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong);
“Share(s)”	ordinary share(s) of HK$0.10 each in the share capital of
	the Company;
“Shareholder(s)”	holder(s) of Share(s);
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Takeovers Code”	The Codes on Takeovers and Mergers and Share
	Repurchases;
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong; and
“%”	per cent.

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LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 290)

Non-Executive Director:

Ms. YOU Wei (Chairman)

Executive Directors: Mr. NG Khai Wain (Chief Executive Officer)

Mr. SUN Tak Yan, Desmond Mr. NG Cheuk Fan, Keith Mr. YEUNG Kwok Leung

Registered Office: P.O. Box 309 Ugland House South Church Street George Town Grand Cayman Cayman Islands British West Indies

Independent Non-Executive Directors:

Mr. Albert HO Mr. Shane PHILLIPS Mr. CAI Zhixu

Head Office and Principal Place

of Business in Hong Kong: 1702-3, 17th Floor Skyline Commercial Centre 71-77 Wing Lok Street Sheung Wan, Hong Kong

31 July 2007

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the AGM relating to (i) the Issue Mandate and the Repurchase Mandate; and (ii) the re-election of Directors.

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LETTER FROM THE BOARD

PROPOSED GRANT OF GENERAL MANDATES

At the annual general meeting of the Company held on Friday, 25 August 2006, ordinary resolutions were passed granting a general mandate to the Directors to issue, allot and otherwise deal with Shares. These general mandates will lapse at the conclusion of the next AGM, unless renewed at that meeting.

ISSUE MANDATE

At the AGM, ordinary resolutions will be proposed for the approval to grant a general mandate to the Directors to issue Shares equal to an aggregate of up to 20% of the issued share capital of the Company as at the date of passing the relevant resolution (ie. 92,814,000 Shares on the basis of 464,070,000 Shares in issued, assuming there is no change in the issued share capital from the Latest Practicable Date up to the date of the AGM) and any Shares repurchased pursuant to the Repurchase Mandate. The Issue Mandate will expire (i) at the conclusion of the Company’s next annual general meeting, unless renewed at that meeting; or (ii) at the expiry of the period within which the Company is required by any applicable laws or its articles of association to hold its next annual general meeting; or (iii) when varied or revoked by an ordinary resolution of the Shareholders in general meeting.

REPURCHASE MANDATE

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their own securities, subject to restrictions, on the Stock Exchange. At the AGM of the Company, an ordinary resolution will be proposed to grant to the Directors of the Company a general mandate to, inter alia, repurchase up to 10% of the issued share capital of the Company as at the date of passing the relevant resolution (ie. 46,407,000 Shares on the basis of 464,070,000 Shares in issued, assuming there is no change in the issued share capital from the Latest Practicable Date up to the date of the AGM). The Repurchase Mandate will expire (i) at the conclusion of the Company’s next annual general meeting, unless renewed at that meeting; or (ii) at the expiry of the period within which the Company is required by any applicable laws or its articles of association to hold its next annual general meeting; or (iii) when varied or revoked by an ordinary resolution of the Shareholders in general meeting. The Company is required under the Listing Rules to send to Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the Repurchase Mandate, which is set out in Appendix I to this circular. Trading of the shares of the Company has been suspended since 29 September 2005. As such, pending resumption of trading of the shares, the Company cannot utilise the repurchase mandate to repurchase of its shares on-market. Upon resumption of trading of its shares on the Stock Exchange, the Directors have no intention to make any repurchases which would result in the public float of the Company falling below the 25% minimum requirement as required under the Listing Rules.

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LETTER FROM THE BOARD

PROPOSED RE-ELECTION OF DIRECTORS

Under article 116 of the Articles, at each annual general meeting, one-third of the Directors (other than the Managing Director or Joint Managing Director) for the time being, or, if their number is not three or a multiple of three, then the number nearest to, but not exceeding, onethird, shall retire from office by rotation. It is also provided in the article 116 that the Directors to retire in every year shall be those who have been longest in office since their last election but as between persons who became Directors on the same day those to retire shall (unless they otherwise agree between themselves) be determined by lot. Article 99 of the Articles provides that any Director appointed by the Board to fill a casual vacancy or as an addition to the Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election at that meeting provided that any Director who so retires shall not be taken into account in determining the number of Directors who are to retire at such meeting by rotation.

Mr. Sun Tak Yan, Desmond and Mr. Ng Cheuk Fan, Keith who were appointed by the Board shall retire at the AGM. Ms. You Wei was re-designated as Non-Executive Director but remain as Chairman of the Company on 12 June 2007. Mr. Yeung Kwok Leung, who has been the longest in office since last election, shall retire at the AGM pursuant to article 116 of the Articles. Ms. You Wei, Mr. Sun Tak Yan, Desmond, Mr. Ng Cheuk Fan, Keith and Mr. Yeung Kwok Leung are eligible for re-election at the AGM and have agreed to offer themselves for re-election. Each of Ms. You Wei, Mr. Sun Tak Yan, Desmond, Mr. Ng Cheuk Fan, Keith and Mr. Yeung Kwok Leung has confirmed they are not aware of any matters which should be brought to the attention of the Shareholders.

The biography of each of Ms. You Wei, Mr. Sun Tak Yan, Desmond, Mr. Ng Cheuk Fan, Keith and Mr. Yeung Kwok Leung are set out in Appendix II to this circular. A resolution will be put forward at the AGM to consider the re-election of each of Ms. You Wei, Mr. Sun Tak Yan, Desmond, Mr. Ng Cheuk Fan, Keith and Mr. Yeung Kwok Leung as Director.

THE AGM

The AGM Notice setting out the ordinary resolutions which will be proposed to approve, inter alia, the Issue Mandate, the Repurchase Mandate and the re-election of Directors.

A proxy form for use at the AGM is enclosed herewith. Whether or not you intend to attend the AGM, you are requested to complete the proxy form and return it to the Company’s branch registrar and transfer office in Hong Kong, Hong Kong Registrars Limited at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the AGM if they so wish.

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LETTER FROM THE BOARD

PROCEDURES FOR DEMANDING A POLL

Pursuant to article 80 of the Articles, all resolutions to be proposed at the AGM will be put to the vote of the Shareholders on a show of hands. It is further provided in article 80 that a poll may be demanded before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll, by:

• (a) the chairman of the meeting; or

• (b) at least five Shareholders present in person or by proxy and entitled to vote; or

• (c) any Shareholder or Shareholders present in person or by proxy and representing in the aggregate not less than one-tenth of the total voting rights of all Shareholders having the right to attend and vote at the meeting; or

• (d) any Shareholder or Shareholders present in person or by proxy and holding Shares conferring a right to attend and vote at the meeting on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all Shares conferring that right.

RECOMMENDATIONS

The Directors believe that the Issue Mandate, the Repurchase Mandate and the re-election of Directors, are in the best interests of the Company and its Shareholders. Accordingly, the Directors recommend that all Shareholders should vote in favour of the resolutions set out in the AGM Notice.

By Order of the Board

China Conservational Power Holdings Limited Ng Khai Wain

Chief Executive Officer

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EXPLANATORY STATEMENT

APPENDIX I

This is the explanatory statement to provide requisite information to the Shareholders of the Company for their consideration of the Repurchase Mandate, as required by Listing Rules.

1. SHARE CAPITAL

As at the Latest Practicable Date, the number of Shares in issue were 464,070,000.

Subject to the passing of the resolution number 4(B) set out in the AGM Notice, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 46,407,000 Shares, representing 10% of the issued share capital (assuming there will be no change in the issued share capital of the Company between the Latest Practicable Date and the AGM and the outstanding options to subscribe for 13,700,000 Shares as at the Latest Practicable Date are not exercised before the AGM).

2. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets of the Company and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and its Shareholders.

3. FUNDING OF REPURCHASE

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Memorandum and Articles and the applicable laws of the Cayman Islands. The laws of the Cayman Islands provide that the amount of capital paid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or the funds of the Company that would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of shares made for the purpose. The amount of premium payable on a repurchase may only be paid out of either the funds of the Company that would otherwise be available for dividend or distribution or out of the share premium account of the Company. The Directors have no intention to repurchase any Share of the Company but it will only undertake such purchases applying legally available funds from the Company’s internal resources and/or proceeds of an issue of new Shares and/or available banking facilities.

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EXPLANATORY STATEMENT

APPENDIX I

There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited consolidated accounts contained in the annual report for the year ended 31 March 2007 (a copy of the annual report containing the audited consolidated accounts for the year ended 31 March 2007 is sent to the Shareholders together with this circular) in the event that the proposed shares repurchase was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extend as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

4. SHARE PRICES

Trading in the Shares of the Company was suspended since 29 September 2005 and remained suspended up to the date of this circular.

5. UNDERTAKING

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates, have any present intention to sell any Shares to the Company under the Repurchase Mandate if such is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate and in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

No other connected persons have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

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EXPLANATORY STATEMENT

APPENDIX I

6. TAKEOVERS CODE

If on exercise of the powers of repurchase Shares pursuant to the Repurchase Mandate, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a shareholder or group of shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

At as the Latest Practicable Date, so far as the Directors were aware, the substantial Shareholder of the Company (within the meaning of the Listing Rules) is Billion Boom Investments Limited (“BBIL”), a company incorporated in the British Virgin Islands and is interested in 63,900,000 Shares, representing approximately 13.77% of the issued share capital of the Company. BBIL is owned as to 75% by Ms. You Wei (the Chairman), 0.6% by Mr. Ng Khai Wain (the Chief Executive Office) and 24.4% by an Independent Third Party, Golden Sun Pacific Limited which is a company incorporated in the British Virgin Islands and it’s ultimate beneficial owner is Mr. Huang Shui Yong.

Ms. You is also the owner of 1,380,000 Shares (representing approximately 0.30% of the Company’s issued share capital). She and one of her family relatives are the joint owners of 300,000 Shares (representing approximately 0.06% of the Company’s issued share capital).

In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate (on the basis of 464,070,000 Shares in issued before the exercise of the Repurchase Mandate), the attributable shareholdings of BBIL and parties acting in concert with it would be increased to approximately 14.13% of the then issued share capital. Such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

7. SHARE PURCHASE MADE BY THE COMPANY

The Company has not purchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the date of this circular.

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APPENDIX II

BIOGRAPHIES OF THE DIRECTORS PROPOSED FOR RE-ELECTION

The following are the biographies of the Directors proposed to be re-elected at the AGM.

Ms. YOU Wei

Ms. YOU Wei (“Ms. You”), aged 30, was appointed as an Executive Director of the Company on 10 May 2006. On 29 June 2006, Ms. You was appointed the Chairman and on 12 June 2007, she was re-designated as Non-Executive Director but remain as Chairman of the Company. She has resigned all her other directorship in the Group upon her re-designation. Ms. You graduated from （北京）對外經濟貿易大學 ((Beijing) University of International Business and Economic) in Beijing, the PRC with a higher diploma in International Trade in 1997 and obtained her master degree in Business Administration in 2002. She has worked in the marketing department of a company engaged in the operation of a trading website in the PRC for over three years and has been acting as the financial investment consultant of the same company for over six years. Ms. You was also the director and general manager of an immigration consultancy company in New Zealand for over five years and the director of a garment trading company for over three years. Apart from her directorship with the Company, she has not held directorship in any other listed companies in the past three years.

As at the Latest Practicable Date, she is deemed under the SFO to be interested in 74,580,000 Shares (representing approximately 16.07% of the Company’s issued share capital) through her interest in BBIL, which is owned as to 0.6% by Mr. Ng Khai Wain, 24.4% by Golden Sun Pacific Limited and 75% by herself. BBIL was granted a call option by Highworth Venture Limited (“Highworth”) over 9,000,000 shares owned by Highworth (the share certificates of which were reported to have been loss and replacement certificates were being applied for). Ms. You is also the owner of 1,380,000 Shares (representing approximately 0.30% of the Company’s issued share capital). She and one of her family relatives are the joint owners of 300,000 Shares (representing approximately 0.06% of the Company’s issued share capital).

Ms. You entered into a service agreement with the Company on 8 November 2006 for a term of one year. Pursuant to which, Ms. You will be paid a monthly director fee of HK$50,000.00 each commencing from the date of her appointment as Director of the Company (i.e. 10 May 2006) on a 13 months basis per annum. The service agreement of Ms. You can be terminated by the Company by giving one month written notice to Ms. You, subject to the rotation provisions in the articles of association of the Company. The Directors’ remuneration is determined by the Board based on the recommendation of the Remuneration Committee with reference to her academic background, qualification, working experience as well as her role as Chairman of the Board.

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APPENDIX II

BIOGRAPHIES OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Mr. SUN Tak Yan, Desmond

Mr. SUN Tak Yan, Desmond (“Mr. Sun”), aged 59, appointed as Executive Director of the Company on 11 January 2007. Mr. Sun currently is a director of Fidelity Capital Limited and Bright & Shine Corporate Finance Limited. He holds a Bachelor Degree of Economics from the University of Tasmania. Mr. Sun has extensive experience in strategic planning and corporate development, including initial public offer, mergers and acquisitions of listed companies in Hong Kong and in specialized land developments in Hong Kong and in China.

Mr. Sun was a director of Northern International Holdings Limited, a company listed on the main board of the Stock Exchange during the period from 1998 to 2004. Saved as disclosed, Mr. Sun has not held any directorship in other listed companies for the past three years. Mr. Sun also held management positions with Citibank and Lloyds Bank in Hong Kong during the 80’s. Prior coming to Hong Kong in 1982, Mr. Sun held management positions with the Ford Motor Company and the Australian Consolidated Industries in Australia.

Mr. Sun entered into a service agreement with the Company on 26 January 2007 for a term of one year commencing from 11 January 2007 terminable by either party by giving one (1) month notice to other party and, subject to the removal and rotation provisions in the Articles. Pursuant to the service agreement, Mr. Sun is entitled to a monthly director fee of HK$25,000 each commencing from his date of appointment as Executive Director of the Company (i.e. 11 January 2007) on a 13 months basis per annum, subject to review by the Board. His remuneration is determined by the Board based on the recommendation of the Remuneration Committee with reference to his academic background, qualifications, working experience, duties and responsibilities in the Group, as well as the business and financial performance of the Group.

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APPENDIX II

BIOGRAPHIES OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Mr. NG Cheuk Fan, Keith

Mr. NG Cheuk Fan, Keith (“Mr. Ng”), aged 46, appointed as Executive Director of the Company on 4 April 2007. Upon his directorate in the Company commenced, he was further appointed as directors of Country Super Limited, Ever Ace Investment Limited, Hong Tong Hai Consultants Limited, Charmview International Limited, Yew Sang Hong Limited and Yew Sang Hong Trading Limited, all of them are wholly owned subsidiaries in the Group. Mr. Ng graduated from the University of Alberta, Canada with a Bachelor degree in commerce, majoring in accounting. He also received a Master of Commerce degree in Professional Accounting from the University of New South Wales, Australia. Mr. Ng is a member of the CPA Australia and the Hong Kong Institute of Certified Public Accountants. Mr. Ng has over 18 years of accounting experience.

Currently, Mr. Ng is the executive director of LeRoi Holdings Limited, a company listed on the main board of the Stock Exchange. From April 1996, he served as an executive director of Fujian Group Limited (“Fujian”), a company incorporated in Hong Kong, the shares of which are listed on the main board of the Stock Exchange. A Winding-up Petition (HCCW74/2002) was served on it by 6 former employees. The proceeding commenced on 21 January 2002 concerning an amount involved HK$489,425.20. The Winding-up Petition was dismissed by the High Court upon the satisfaction of the payment of the claim. Mr. Ng resigned as director of Fujian on 27 July 2001. From May 1999, he served another listed company, Fu Hui Holdings Limited (“Fu Hui”), a company incorporated in Hong Kong with its business engaged in investments holdings and sale & marketing of jewellery products. Fu Hui underwent a proceeding regarding a corporate restructuring involving subscription of new shares, bank compromise, whitewash waiver and change of name. The proceeding commenced on 20 July 2001 and the amount involved for subscription of new shares was HK$100,000,000.00 and for bank compromise was HK$95,474,962.94. The corporate restructuring was completed on 14 September 2001 and the name of Fu Hui changed to Fushan Holdings Limited with effect from 3 October 2001. Mr. Ng resigned as director of Fu Hui on 14 September 2001. Save as disclosed, Mr. Ng has not held any directorship in other listed companies for the past three years.

Mr. Ng entered into a service agreement with the Company for a term of one year commencing from 4 April 2007 terminable by either party by giving one (1) month notice to other party and, subject to the provisions on removal, re-election and retirement by rotation in the Articles. Pursuant to the service agreement, Mr. Ng is entitled to a monthly director fee of HK$50,000 commencing from his date of appointment (i.e. 4 April 2007) on a 13 months basis per annum, subject to review by the Board. Mr. Ng’s remuneration is determined by the Board based on the recommendation of the Remuneration Committee with reference to his academic background, qualifications, working experience, duties and responsibilities in the Group, as well as the business and financial performance of the Group.

– 12 –

APPENDIX II

BIOGRAPHIES OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Mr. YEUNG Kwok Leung

Mr. YEUNG Kwok Leung (“Mr. Yeung ”), aged 33, joined the Group in October 2005 and was appointed the Qualified Accountant of the Company on 2 November 2005. On 23 December 2005, he was appointed as an Executive Director. Mr. Yeung holds a Bachelor degree in Accountancy and has over 10 years’ experience in auditing, financial controlling, accounting, corporate development as well as business strategies. He is a fellow member of the Association of Chartered Certified Accountants and an associate member of the Hong Kong Institute of Certified Public Accountants. Mr. Yeung is responsible for the financial and accounting functions of the Group. During the past three years, Mr. Yeung has not held directorship in any other listed companies. Currently, he is a director of General Win International Limited, Yew Sang Hong Limited and Yew Sang Hong Trading Limited, all of them are wholly owned subsidiaries in the Group.

Mr. Yeung and the Company entered into a service agreement on 8 November 2006. Pursuant to the service agreement, Mr. Yeung will be paid a monthly director fee of HK$10,000 each commencing from 1 August 2006 on a 13 months basis per annum. Mr. Yeung is also entitled to a 13-month salary of HK$40,000 each month per annum in his capacity as the Qualified Accountant. The appointment of Mr. Yeung is for a term of one year and can be terminated by the Company by giving one month written notice to Mr. Yeung, subject to the rotation provisions in the Articles. The Directors’ remuneration is determined by the Board based on the recommendation of the Remuneration Committee with reference to his qualifications, working experience and responsibilities of Mr. Yeung as qualified accountant of the Company.

Other than as disclosed above, each of Ms. You, Mr. Sun, Mr. Ng and Mr. Yeung further confirmed that:–

• (i) she/he has not previously held any positions with the Company or any of its subsidiaries;

• (ii) she/he is not interested in or deemed to be interested in any Shares or underlying Shares of the Company pursuant to Part XV of the SFO as at the Latest Practicable Date;

• (iii) she/he does not have any other relationship with any Directors, senior management or substantial or controlling Shareholder of the Company; and

• (iv) in relation to their re-election as Directors of the Company, there is no information which is discloseable nor is/was she/he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51 (2)(h) to 13.51 (2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of Shareholders of the Company.

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NOTICE OF AGM

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 290)

NOTICE IS HEREBY GIVEN that the annual general meeting of China Conservational Power Holdings Limited (the “Company”) will be held at 34th Floor, Two Exchange Square, 8 Connaught Place, Central, Hong Kong on 29 August 2007 at 11:30 a.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements and the reports of the directors of the Company and the auditors for the year ended 31 March 2007.

2. To re-elect directors and to authorise the board of directors to fix their remuneration.

3. To authorise the board of directors to appoint auditors and to fix their remuneration.

4. To consider, as special business and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

5. (A) “ THAT the directors of the Company be and are hereby granted an unconditional general mandate to repurchase issued shares in the capital of the Company in accordance with all applicable laws and subject to the following conditions:

   • (a) such mandate shall not extend beyond the Relevant Period (as defined in sub-paragraph (c) below);

   • (b) the aggregate nominal amount of the shares of the Company to be repurchased or agreed conditionally or unconditionally to be repurchased by the directors of the Company pursuant to this resolution shall not exceed 10% of the aggregate nominal amount of the shares of the Company in issue at the date of passing of this resolution; and

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NOTICE OF AGM

• (c) for the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

  - (i) the conclusion of the next annual general meeting of the Company;

  - (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

  - (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in a general meeting.”

• (B) “ THAT the directors of the Company be and are hereby granted an unconditional general mandate to issue, and allot and deal with additional shares in the capital of the Company or securities convertible into shares, and to make or grant offers, agreements and options in respect thereof, subject to the following conditions:

• (a) such mandate shall not extend beyond the Relevant Period (as defined in sub-paragraph (c) below) save that the directors may during the Relevant Period make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

• (b) the aggregate nominal amount of the shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors, otherwise than pursuant to a Rights Issue (as defined in sub-paragraph (c) below) or pursuant to the grant or exercise of options issued under any share option scheme adopted by the Company for the grant or issue to employees of the Company and/or any of its subsidiaries and/or associated companies of options to subscribe for or rights to acquire shares of the Company, or pursuant to any scrip dividend or other similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company pursuant to the articles of association of the Company or with the consent of the Company in general meeting, shall not exceed the aggregate of (i) 20% of the aggregate nominal amount of the shares of the Company in issue at the date of passing of this resolution; and (ii) the nominal amount of share capital repurchased by the Company subsequent to the passing of this resolution;

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NOTICE OF AGM

• (c) for the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in a general meeting.

• “Rights Issue” means an offer of shares open for a period fixed by the directors of the Company to holders of shares of the Company or any class thereof of members on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of , or the requirements of any recognized regulatory body or any stock exchange in, any territory outside Hong Kong).”

• (C) “ THAT the general mandate granted to the directors of the Company to issue and dispose of additional shares pursuant to Ordinary Resolution 4(B) set out in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to Ordinary Resolution 4(A) set out in the notice convening this meeting, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution.”

By Order of the Board

China Conservational Power Holdings Limited Ng Khai Wain Chief Executive Officer

Hong Kong, 31 July 2007

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NOTICE OF AGM

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: 1702-3, 17th Floor Skyline Commercial Centre 71-77 Wing Lok Street Sheung Wan Hong Kong

Notes:

• (1) A member entitled to attend and vote at the annual general meeting may appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company.

• (2) A form of proxy for use at the annual general 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 registrar and transfer office in Hong Kong, Hong Kong Registrars Limited at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof (as the case may be). Delivery of the instrument appointing the proxy shall not preclude a member from attending and voting in person at the meeting and, in such event, the instrument appointing the proxy shall be deemed to be revoked.

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