09:33     CH CONSERVATION<00290> - Announcement & Resumption (2)              

    Sale Loan:   The amounts due from HTH to the Company as at the date of    
    Completion. Based on the unaudited consolidated balance sheet of HTH as   
    at 31 December 2004, the amount due from HTH to the Company as at 31      
    December 2004 was HK$61,609,473.12.                                       
                                                                              
    Consideration and payment terms                                           
                                                                              
    The consideration for the Disposal comprises the Sale Shares              
    Consideration and the Sale Loan Consideration. The Sale Shares            
    Consideration is an amount equivalent to the difference between           
    HK$76 million and the Sale Loan Consideration, or in the event            
    the Sale Loan is equivalent to or greater than HK$76 million,             
    the Sale Shares Consideration shall be the amount of HK$1.                
    The Sale Loan Consideration is an amount equivalent to the                
    Sale Loan and shall not exceed HK$76 million even if the                  
    Sale Loan as at the date of Completion exceeds HK$76 million.             
                                                                              
    The aggregate consideration for the Sale Shares and the Sale Loan is      
    HK$76 million, which was negotiated on an arm's length basis and was      
    determined with reference to the unaudited consolidated net liabilities   
    of HTH of HK$2,908,947.54 as at 31 December 2004 and the value of the     
    Sale Loan of HK$61,609,473.12 as at 31 December 2004 and shall be         
    satisfied at Completion by issue and allotment of 100 million             
    Preference Shares in the share capital of CSCP to the Company or          
    its nominee as it may direct.                                             
                                                                              
    Based on the unaudited consolidated management accounts of HTH as at 31   
    December 2004, the Board estimates that the Group will record a gain of   
    about HK$17 million as a result of the Disposal.                          
                                                                              
    Principal terms of the Preference Shares                                  
                                                                              
    Amount   100 million Preference Shares                                    
                                                                              
    Nominal Value    HK$0.01 per Preference Share                             
                                                                              
    Form   Cumulative redeemable convertible Preference Shares in registered  
           form                                                               
                                                                              
    Life of the Preference Shares   3 years from the date of issue            
                                                                              
    Dividend    Fixed cumulative preferential dividend at 3% per annum,       
    payable semi-annually out of funds of CSCP available for dividend or      
    distribution in priority to holders of other shares of CSCP in issue      
                                                                              
    Conversion rights    The number of CSCP Shares to be issued and allotted  
    to any holder of Preference Shares on the exercise of the conversion      
    rights will be calculated in accordance with the formula:-                
                                                                              
       0.76 x A /B = C                                                        
                                                                              
       where:                                                                 
                                                                              
    A is the number of Preference Shares stated in the relevant conversion    
    notice;                                                                   
                                                                              
    B is (i) for the period beginning on (and including) the date of issue    
    of the Preference Shares ("Date of Issue") and ending on (and including)  
     the first anniversary of the Date of Issue, HK$0.76, and (ii) for the    
    period from (and including) the day after the first anniversary of the    
    Date of Issue and ending (and including) the third anniversary of the     
    Date of Issue, the higher of: (a) 90% of the average of the closing       
    prices on the Stock Exchange for one CSCP Share for the five trading      
    days up to and including the conversion date (or, if such day is not a    
    trading day, the last trading day before the conversion date) and (b)     
    HK$0.50, provided that if trading in the CSCP Shares is suspended on any  
     day during such period, the average of the closing prices shall be       
    calculated by reference to the latest five consecutive trading days on    
    which the trading in the CSCP Shares is not suspended up to and           
    including the conversion date;                                            
                                                                              
    C is the number of CSCP Shares to be issued on conversion of the          
    Preference Share stated in the relevant conversion notice rounded down    
    to the nearest whole number.                                              
                                                                              
    Conversion notice    A written notice of conversion must be deposited at  
     the Hong Kong registered office of CSCP at least 7 business days in      
    advance of conversion.                                                    
                                                                              
    Ranking   The CSCP Shares falling to be issued upon exercise of the       
    conversion rights attaching to the Preference Shares will, when issued,   
    rank equally in all respects with the CSCP Shares then in issue.          
                                                                              
    Voting rights   Holders of Preference Shares will have the right to