09:45     CHINA EB INT'L<00257> - Announcement (3)                            

    SA are wholly-owned subsidiaries of Veolia Water                          
    Systems, whilst Tianjin Engineering Design Institute                      
    is an Independent Third Party.                                            
                                                                              
    The aggregate of the consideration payable by the                         
    Project Company under the Contracts is RMB206,267,968                     
    (equivalent to approximately HK$194,592,423).                             
                                                                              
    PARTICULARS OF THE CONTRACTS                                              
    1.      EPC CONTRACT                                                      
    Dated:  3 March 2005                                                      
                                                                              
    Parties:                                                                  
    Employer:       the Project Company                                       
    Contractor:     a consortium of OTV Shenzhen, Veolia Water                
    Systems Shanghai and Tianjin Engineering Design                           
    Institute                                                                 
                                                                              
    OTV Shenzhen and Veolia Water Systems Shanghai are                        
    wholly-owned subsidiaries of Veolia Water Systems,                        
    which in turn is a wholly-owned subsidiary of Veolia                      
    Water, a connected person of the Company by holding                       
    40% equity interest in EB-VW, which is an indirect                        
    non-wholly owned subsidiary of the Company and the                        
    holding company of the Project Company. Accordingly,                      
    OTV Shenzhen and Veolia Water Systems Shanghai are                        
    connected persons of the Company.                                         
                                                                              
    Tianjin Engineering Design Institute is a State-owned                     
    enterprise in the PRC and an Independent Third Party.                     
                                                                              
    Subject matter:                                                           
    Pursuant to the EPC Contract, the consortium led by                       
    OTV Shenzhen shall design, execute and complete the                       
    EPC Works and remedy any defects therein for the                          
    construction of the Maidao Extension Facilities.                          
                                                                              
    Condition precedent:                                                      
    The EPC Contract is conditional on the approval of                        
    the EPC Contract by the Shareholders.                                     
                                                                              
    The above condition has been satisfied by the written                     
    approval of Guildford Limited to the Contracts and                        
    the transactions contemplated thereby.                                    
                                                                              
    Consideration and its payment:                                            
    The contract price of the EPC Contract is                                 
    RMB163,292,170 (equivalent to approximately                               
    HK$154,049,217) (inclusive of value added tax and                         
    other taxes).                                                             
                                                                              
    Summary of other principal terms:                                         
    1.      OTV Shenzhen shall be the leader of the consortium                
    of the contractors under the EPC Contract. Members                        
    of the consortium led by OTV Shenzhen shall be jointly                    
    and severally liable to the Project Company for the                       
    fulfillment of the engineering, procurement and                           
    construction of the Maidao Extension Facilities.                          
                                                                              
    2.      The consortium led by OTV Shenzhen shall, at their                
    own costs, provide the Project Company with a                             
    performance bond issued by a third party in accordance                    
    with the terms of the EPC Contact.                                        
                                                                              
    3.      The contract price under the EPC Contract is                      
    subject to adjustment that may arise as a result of,                      
    inter alia, (i) the variation of the EPC Works                            
    approved by the Project Company's representative                          
    appointed for the EPC Works in accordance with the                        
    provisions of the EPC Contract and (ii) the increase