10:11     CH CONSERVATION<00290> - Announcement & Resumption (2)              

    The Placing Agent has conditionally agreed to place in aggregate          
    77,344,000 Placing Shares on a fully underwritten basis and will receive  
     a placing commission of 2.5% on the gross proceeds of the Placing.       
                                                                              
    The Placing Agent and its ultimate beneficial owners are not connected    
    persons of the Company and are third parties independent of the Company   
    and its connected persons.                                                
                                                                              
    Placees                                                                   
                                                                              
    The Placing Agent will place the Placing Shares to not fewer than six     
    Placees, each of whom (i) will not be a connected person of the Company;  
     and (ii) is independent of the other Placees of the Company and its      
    connected persons.                                                        
                                                                              
    Placing Shares                                                            
                                                                              
    The Placing Shares represent (i) about 20% of the existing issued share   
    capital of the Company of 386,726,000 Shares as at the date of this       
    announcement; and (ii) about 16.67% of the issued share capital of the    
    Company of 464,070,000 as enlarged by the Placing.                        
                                                                              
    The Placing Shares will rank, upon issue, pari passu in all respect with  
     the Shares in issue on the date of allotment and issue of the Placing    
    Shares.                                                                   
                                                                              
    Placing Price                                                             
                                                                              
    The Placing Place was fixed on the day of which the Company and the       
    Placing Agent entered into the Placing Agreement, i.e. 22 March 2005.     
    The Placing Price of HK$0.40 represents (i) a discount of about 11.11%    
    to the closing price of HK$0.45 per Share as quoted on the Stock          
    Exchange on 21 March 2005, being the last trading day before this         
    announcement; (ii) a discount of about 16.14% to the average closing      
    price per Share of HK$0.477 as quoted on the Stock Exchange for the last  
     five trading days ended 21 March 2005, being the last trading day        
    before this announcement; and (iii) a discount of about 16.14% to the     
    average closing price in the 5 trading days immediately prior to the      
    date of the Placing Agreement.                                            
                                                                              
    The Placing Price was negotiated on an arm's length basis between the     
    Company and the Placing Agent with reference to the closing prices of     
    Shares as quoted on the Stock Exchange as referred to above. The          
    Directors consider that the terms of the Placing are fair and reasonable  
     based on the current favourable capital market environment and will be   
    more attractive for the potential investors and in the interests of the   
    Company and its Shareholders as a whole.                                  
                                                                              
    General Mandate                                                           
                                                                              
    The Placing Shares will be issued under the general mandate ("General     
    Mandate") to allot, issue and deal with Shares granted to the Directors   
    by resolution of the Shareholders passed at the extraordinary general     
    meeting (the "EGM") of the Company held on 18 March 2005 subject to the   
    limit up to 20% of the issued share capital of the Company as at the      
    date of passing the resolution at the EGM (i.e. 77,345,200 Shares). As    
    at the date of this announcement, none of the new Shares has been issued  
     under the General Mandate.                                               
                                                                              
    Conditions Of The Placing                                                 
                                                                              
    Completion of the Placing is conditional upon, among other things:        
                                                                              
    (i)   the Listing Committee of the Stock Exchange granting approval for   
    the listing of, and permission to deal in, the Placing Shares; and        
                                                                              
    (ii)   the obligation of the Placing Agent becoming unconditional and     
    not being terminated in accordance with the terms of the Placing          
    Agreement, including provisions regarding force majeure event.            
                                                                              
    None of the above conditions can be waived by the Company and the         
    Placing Agent.                                                            
                                                                              
    Termination And Force Majeure                                             
                                                                              
    The Placing Agreement may be terminated by the Placing Agent if at any    
    time at or before 10:00 a.m. on the date for completion of the Placing    
    Agreement, there occurs:                                                  
                                                                              
    (i)   the introduction of any new law or regulation or any change in      
    existing laws or regulations (or the judicial interpretation thereof) or  
     other occurrence of any nature whatsoever which may, in the reasonable   
    opinion of the Placing Agent, materially and adversely affect the         
    business or the financial or trading position or prospects of the Group