Television Broadcasts Limited — Share Issue/Capital Change 2005

Jan 28, 2005

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 290)

REFRESHMENT OF GENERAL MANDATE AND REFRESHMENT OF LIMIT TO GRANT OPTIONS UNDER THE SHARE OPTION SCHEME

The Board proposes to seek the approval of the independent Shareholders for a New General Mandate and refresh the Scheme Limit at the Extraordinary General Meeting.

The Extraordinary General Meeting will be convened to seek the approval of the independent Shareholders of the refreshment of the New General Mandate and the Scheme Limit. A circular containing (i) details of the New General Mandate; (ii) recommendation of the Independent Board Committee; (iii) advice and recommendation of the Independent Financial Adviser; (iv) the proposed refreshment of the Scheme Limit; and (v) the notice of the Extraordinary General Meeting will be dispatched to Shareholders as soon as possible.

REFRESHMENT OF NEW GENERAL MANDATE

The Directors were authorized to allot and issue up to 64,454,000 Shares pursuant to the Current General Mandate approved by the Shareholders at the annual general meeting held on 27 August 2004. Pursuant to a placing announced by the Company in an announcement made on 5 November 2004 and completed on 30 December 2004, the Company has issued and allotted a total of 64,454,000 Shares under the Current General Mandate. As the Current General Mandate has been fully utilized, the Board proposes to seek the approval of the independent Shareholders for a New General Mandate at the Extraordinary General Meeting.

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China Conservational Power Holdings Limited – Announcement

28 January, 2005

REFRESHMENT OF SCHEME LIMIT

Since the adoption of the Share Option Scheme, the Scheme Limit has not been refreshed. As at the date of this announcement, a total of 18,880,000 Options have been granted by the Company since the adoption of the Share Option Scheme and a maximum of 3,500,000 Shares, representing approximately 0.9% of the existing issued share capital of the Company may be granted under the Share Option Scheme. As the issued share capital of the Company has increased since the adoption of the Share Option Scheme, to allow more flexibility in providing incentives or rewards to participants for their contribution to the Group and/or to recruit and retain high-calibre employees and attract human resources that are valuable to the Group, the Board proposes to refresh the Scheme Limit at the Extraordinary General Meeting. Based on 386,726,000 Shares in issued as at the date of this announcement, upon approval of the refreshment of the Scheme Limit, the Directors will be able to grant Options to subscribe for up to 38,672,600 Shares, representing 10% of the existing issued share capital of the Company.

GENERAL

The Extraordinary General Meeting will be convened to seek the approval of the independent Shareholders of the refreshment of the New General Mandate and the Scheme Limit. A circular containing (i) details of the New General Mandate; (ii) recommendation of the Independent Board Committee; (iii) advice and recommendation of the Independent Financial Adviser; (iv) the proposed refreshment of the Scheme Limit; and (v) the notice of the Extraordinary General Meeting will be dispatched to Shareholders as soon as possible.

DEFINITION

In this announcement, unless the context otherwise requires, terms used herein shall have the following meaning:

“Board” the board of directors of the Company;

“Company”

China Conservational Power Holdings Limited, a company incorporated in the Cayman Islands whose securities are listed on The Stock Exchange of Hong Kong Limited;

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China Conservational Power Holdings Limited – Announcement

28 January, 2005

• “Current General Mandate”

  • the general mandate approved by the Shareholders at the annual general meeting of the Company held on 27 August 2004 authorising the Directors to allot and issue Shares up to 20% of the issued share capital of the Company as at the date of the passing of the respective ordinary resolution;

• “Extraordinary General Meeting”

  • the extraordinary general meeting of the Company to be convened for approving the New General Mandate and the refreshment of the Scheme Limit;

• “Independent Board Committee”

  • an independent committee of the Board to be appointed by the Directors to advise the Independent Shareholders in respect of the New General Mandate;

• “Independent Financial Adviser”

  • the independent financial adviser to be appointed to advise the Independent Board Committee in connection with the New General Mandate;

• “Listing Rules”

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

• “New General Mandate”

  • the general mandate proposed to be granted the Directors to allot and issue up to 20% of the issued share capital of the Company as at the date of the Extraordinary General Meeting;

• “Option(s)”

  • options to subscribe for Shares granted and to be granted under the Share Option Scheme;

• “Share(s)”

  • shares of HK$0.10 each in the capital of the Company;

• “Shareholder(s)” holder(s) of Shares;

• “Scheme Limit”

• the total number of Shares in respect of which options may be granted under the Share Option Scheme and any other share option schemes of the Company, not exceeding 10% of the total issued share capital of the Company;

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China Conservational Power Holdings Limited – Announcement

28 January, 2005

“Share Option Scheme”

the share option scheme of the Company which was adopted on 12 February 2003 and became valid and effective on the same day for a period of 10 years thereafter.

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

Executive Directors:

Mr. Chan Tat Chee (Chairman)

Non-executive Director:

Mr. Li Yong, Alfa

Mr. Hon Ming Kong

• Mr. Lee Yu Leung

• Mr. Chen Jun Nong

• Mr. Pascal Ting

• Mr. Lin Hoi Kwong

Independent Non-executive Directors:

Mr. Fork Siu Lun, Tommy Mr. Tsoi Wai Kwong Mr. Loo Chung Keung, Steve

By Order of the Board

China Conservational Power Holdings Limited Chan Tat Chee Chairman

Hong Kong, 28 January 2005

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

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China Conservational Power Holdings Limited – Announcement

28 January, 2005