09:25     CS CONSERVAT P<00351> - Announcement (1)                            

    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 SCIENCES CONSERVATIONAL POWER LIMITED                               
    (Incorporated in Hong Kong with limited liability)                        
    (Stock Code: 351)                                                         
                                                                              
    NOTIFIABLE TRANSACTION                                                    
                                                                              
    PROPOSED ACQUISITION OF                                                   
    APPROXIMATELY 32.89% EQUITY INTEREST IN                                   
    BCS GENERAL ENERGY & ENVIRONMENT                                          
                                                                              
    UNUSUAL PRICE AND TRADE VOLUME MOVEMENTS                                  
                                                                              
                                                                              
    Asset Palace, a wholly-owned subsidiary of the Company, entered into the  
     Acquisition Agreements dated 21 December 2004 and 4 March 2005 with      
    Beijing Yuk Chak for the acquisition of the Equity Interest.              
                                                                              
    The Consideration is HK$20,000,000, which shall be satisfied in the       
    following manner :                                                        
                                                                              
    (i)   HK$10,000,000, which has been set off against the earnest money     
    deposited by Abba China with Beijing Yuk Chak pursuant to the LOI;        
                                                                              
    (ii)   as to HK$9,000,000 by payment in cash upon the signing of the      
    acquisition agreement dated 21 December 2004; and                         
                                                                              
    (iii)   as to the balance of HK$1,000,000 by payment in cash within 7     
    business days upon receipt of the approval from the relevant government   
    authorities agreeing to convert BCS General Energy & Environment into a   
    sino-foreign joint venture and the issue of the amended approval          
    certificate and/or business licence of BCS General Energy & Environment.  
                                                                              
                                                                              
    The Company finances part of the Consideration by the net proceeds of     
    approximately HK$19,000,000 raised from the issue of the Convertible      
    Notes. The Company intends to finance the balance of the Consideration    
    of HK$1,000,000 from the Group's working capital.                         
                                                                              
    The Consideration has been agreed by Asset Palace and Beijing Yuk Chak    
    following arm's length negotiations. As part of the Company's due         
    diligence exercise, the Company has engaged GCA to conduct an appraisal   
    on BCS General Energy & Environment. According to GCA, the fair market    
    value of the business enterprise of BCS General Energy & Environment as   
    at 31 December 2003, being the date when the latest audited financial     
    information of BCS General Energy & Environment was available, was RMB68  
     million (equivalent to approximately HK$63.92 million).                  
                                                                              
    The Acquisition Agreements shall be terminated upon the happening of the  
     earlier of (i) Asset Palace is not satisfied with the results of its     
    due diligence review of BCS General Energy & Environment, or (ii)         
    Beijing Yuk Chak fails to convert BCS General Energy & Environment into   
    a sino-foreign joint venture enterprise and obtain the approval from the  
     relevant government authorities agreeing to convert BCS General Energy   
    & Environment into a sino-foreign joint venture and the issue of the      
    amended approval certificate and/or business licence of BCS General       
    Energy & Environment within a period of 9 months from the completion of   
    the Acquisition Agreements, unless                                        
                                                                              
    The principal business of BCS General Energy & Environment is research,   
    development, production and sale of various boiler products in            
    conjunction with the provision of related technical services with the     
    application of waste combustion electric power technology in the PRC. It  
     is the holder of many patent rights of the necessary technology for      
    application in waste incineration and processing for power generation.    
                                                                              
    As the Group incurred a net loss for its latest published audited         
    accounts made up for the year ended 31 December 2003, the profits ratio   
    calculated under Rule 14.07(2) of the Listing Rules produced an           
    anomalous result. Nevertheless, the results of other applicable tests     
    specified under Rule 14.07 of the Listing Rules reveal, and the Company   
    believes, that the Acquisition is a discloseable transaction. In view of  
     the discretionary power of the Stock Exchange conferred under Rule       
    14.20 of the Listing Rules, the Company has submitted a number of         
    alternative tests to the profits ratio, which, may or may not be          
    considered as appropriate by the Company. Since the signing of the        
    acquisition agreement on 21 December 2004, the Company has been           
    providing further information in relation thereto. However, as at the     
    date of this announcement, the Stock Exchange has indicated that it       
    still considers that the Company has not been able to substantiate its