09:34     CH CONSERVATION<00290> - Announcement & Resumption (4)              

    of the New Options must be accompanied by the conversion of two           
    Preference Shares at the same time. To exercise the New Options, the      
    holder of the New Options shall deliver to CSCP a notice specifying the   
    number of New Options which are the subject of that exercise and a        
    remittance in favour of CSCP for the aggregate subscription price for     
    the New Option Shares subject to those New Options being exercised. Once  
    given, such notice shall be irrevocable. The New Options are              
    transferable subject to the requirements of the Listing Rules and         
    transfer of one New Option shall be accompanied by the transfer of two    
    Preference Shares.                                                        
                                                                              
    The number of New Option Shares subject to each New Option shall be       
    subject to adjustment on consolidation or sub-division so that the        
    holder of that New Option shall upon exercise of the relevant New Option  
    be entitled to the same percentage of the issued share capital of CSCP    
    before and after such adjustment.                                         
                                                                              
    Conditions                                                                
                                                                              
    Completion of the S&P Agreement is conditional upon, inter alia, the      
    following conditions precedent being satisfied:                           
                                                                              
    (a)   the approval of the S&P Agreement and the transactions              
    contemplated hereunder, including the Disposal, issue and the allotment   
    of the 100 million Preference Shares, the grant of the New Options and    
    any CSCP Shares that may fall to be issued upon the exercise of the       
    conversion rights attaching to the Preference Shares and any New          
    Options, by the shareholders of CSCP in a manner as required under the    
    Listing Rules;                                                            
                                                                              
    (b)   the passing of a resolution by the shareholders of CSCP approving   
    the creation of the Preference Shares;                                    
                                                                              
    (c)   CSEG, the other JV party to the JV Company, agreeing in principle   
    to the change in the beneficial owner of HTH in terms as contemplated     
    hereunder;                                                                
                                                                              
    (d)   obtaining a legal opinion from a firm of PRC lawyers appointed by   
    CSCP in connection with the transactions contemplated under the S&P       
    Agreement and CSCP's beneficial ownership and holding of the Target       
    Equity Interest, including without limitation to the generality of the    
    foregoing, to the effect that:-                                           
                                                                              
    (i)   the JV Company was duly established under the laws of the PRC and   
    validly in existence, the registered capital of the JV Company has been   
    fully paid up and none of the respective holders of the registered        
    capital of the JV Company have any unfulfilled capital contribution       
    obligations;                                                              
                                                                              
    (ii)   the HTH is the legal and beneficial owner of the Target Equity     
    Interest at and after Completion; and                                     
                                                                              
    (iii)   the change of ownership of HTH as contemplated hereunder will     
    not result in a termination of the "Build-Operation-Transfer" contract    
    entered into between the JV Company and the Dongguan City Public          
    Utilities Management Bureau;                                              
                                                                              
    (e)   the Listing Committee of the Stock Exchange granting listing of     
    and permission to deal in the shares to the issued by CSCP upon the       
    exercise of the conversion rights attaching to the Preference Shares and  
     the New Option Shares;                                                   
                                                                              
    (f)   approval by Independent Shareholders of the S&P Agreement and the   
    transactions contemplated hereunder, including the sale of the Sale       
    Shares and the Sale Loan in terms set out in the S&P Agreement in         
    consideration for the Preference Shares in a manner as required under     
    the Listing Rules; and                                                    
                                                                              
    (g)   all parties having obtained the consent, the approvals and          
    permissions from the relevant government and/or regulatory bodies or      
    other third parties as required to give effect to the transactions        
    contemplated under the S&P Agreement.                                     
                                                                              
    If the conditions set out above are not fulfilled or waived in writing    
    on or prior to 31 August 2005 (or such later date as may be agreed        
    between the Company and CSCP), the S&P Agreement shall terminate and      
    none of the parties shall have any claim against the others for costs,    
    damages, compensation or otherwise (save in respect of any prior breach   
    of the S&P Agreement). CSCP may unilaterally waive the condition set out  
    in (d) above. Apart from the condition set out in (d) above, none of      
    other conditions in the clauses may be waived by any party.               
                                                                              
    Both parties agree that the S&P Agreement shall terminate immediately if  
    as a result of entering into the S&P Agreement and performing any of      
    the obligations hereunder: (a) the Stock Exchange rules that CSCP is or