09:35     CH CONSERVATION<00290> - Announcement & Resumption (7)              

    2005.                                                                     
                                                                              
    As at the date of this announcement, the Board comprises Mr. Chan Tat     
    Chee, Mr. Hon Ming Kong, Mr. Lee Yu Leung, Mr. Ting Pascal, Mr. Chen      
    Jun                                                                       
     Nong, Mr. Lin Hoi Kwong, (Executive Directors), Mr. Li Yong, Alfa        
    (Non-executive Director), Mr. Loo Chung Keung, Steve, Mr. Au Yeung Ka     
    Cheung and Mr. Tsoi Wai Kwong (Independent non-executive Directors).      
                                                                              
    DEFINITIONS                                                               
                                                                              
    In this announcement, the following expressions have the meanings set     
    out below unless the context requires otherwise:                          
                                                                              
    "associates"   has the meaning ascribed thereto in the Listing Rules      
                                                                              
    "Board"   the board of Directors                                          
                                                                              
    "Company"   China Conservational Power Holdings Limited, a company        
    incorporated in the Cayman Islands with limited liability and the shares  
     of which are listed on the Stock Exchange                                
                                                                              
    "Completion"   completion of the Disposal in accordance with the terms    
    of the S&P Agreement                                                      
                                                                              
    "Connected Person(s)"   has the meaning ascribed thereto in the Listing   
    Rules                                                                     
                                                                              
    "Consideration Shares"   the 100 million Preference Shares in the share   
    capital of CSCP to be issued by CSCP pursuant to the S&P Agreement        
                                                                              
    "Conversion Shares"   new ordinary shares of CSCP that may fall to be     
    allotted and issued by CSCP upon conversion of the Preference Shares      
                                                                              
    "CSCP"   China Sciences Conservational Power Limited, a company           
    incorporated in Hong Kong with limited liability and the ordinary shares  
     of which are listed on the main board of the Stock Exchange              
                                                                              
    "CSCP Share(s)"   the ordinary share(s) of HK$0.01 each in the share      
    capital of CSCP                                                           
                                                                              
    "CSEG"   *(China Sciences Enterprise Group (Holding) Corporation*), a     
    company incorporated in the PRC                                           
                                                                              
    "Director(s)"   the director(s) of the Company                            
                                                                              
    "Disposal"   the disposal of the Sale Shares and the Sale Loan by the     
    Company pursuant to the S&P Agreement                                     
                                                                              
    "EGM"   the extraordinary general meeting of the Company to be convened   
    for approving the S&P Agreement and the transactions contemplated         
    thereunder                                                                
                                                                              
    "Group"   the Company and its subsidiaries                                
                                                                              
    "HK$"   Hong Kong dollars, the lawful currency of Hong Kong               
                                                                              
    "Hong Kong"   The Hong Kong Special Administrative Region of PRC          
                                                                              
    "HTH"   Hong Tong Hai Investments Limited, a company incorporated in      
    Hong Kong with limited liability and an indirect wholly-owned             
    subsidiary of the Company                                                 
                                                                              
    "HTH Group"   HTH and its subsidiaries                                    
                                                                              
    "Independent Shareholders"   Shareholders other than Mr. Hon and his      
    associates                                                                
                                                                              
    "JV Company"   *(Dongguan China Sciences Conservational Power Co., Ltd.), 
    a sino-foreign equity joint venture established in Dongguan, the PRC      
                                                                              
    "Listing Rules"   The Rules Governing the Listing of Securities on the    
    Stock Exchange                                                            
                                                                              
    "Mr. Chan"   Mr. Chan Tat Chee, a Director and the Chairman of the        
    Company                                                                   
                                                                              
    "Mr. Hon"   Mr. Hon Ming Kong, a Director and a substantial Shareholder   
                                                                              
    "New Option"   the aggregate of 50,000,000 options to be granted by CSCP  
     pursuant to the S&P Agreement, each New Option entitles the holder       
    to subscribe for one New Option Share in accordance with the terms of     
    grant, subject to adjustment                                              
                                                                              
    "New Option Shares"   the new shares of CSCP that may fall to be