09:51     CS CONSERVAT P<00351>-Announcement&Resumption of Trading(3)         

    that the JV Company is now in the process of construction of the          
    incinerator and that a trail and formal operation of the JV Company will  
     commence in the second term of year 2005.                                
                                                                              
    The Consideration is to be satisfied at Completion not in cash but by     
    issue and allotment of Consideration Shares, credited as fully paid at a  
     price of HK$0.76 per Preference Share to CCPH or its wholly-owned        
    subsidiary or nominee as it may direct.                                   
                                                                              
    Principal terms of the Preference Shares                                  
                                                                              
    Number   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    3% per annum, payable semi-annually, cum dividend             
                                                                              
    Conversion right    the number of Shares to be issued and allotted to     
    any holder of Preference Shares on the exercise of his 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 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 trading in the Shares is suspended on any trading  
     day during such period, the average of the closing prices shall be       
    calculated with reference to the latest five consecutive trading days on  
     which the trading in the Shares is not suspended up to and including     
    the conversion date;                                                      
                                                                              
       C is the number of Shares to be issued on conversion of the            
    Preference Share(s) 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 the Company at least 7 business days  
     in advance of conversion.                                                
                                                                              
    Ranking   The 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 Shares then in issue.               
                                                                              
    Voting rights   Holders of the Preference Shares will have the right to   
    receive notice of, but not the right to attend or vote at, general        
    meetings of the Company unless a resolution is proposed at the general    
    meeting for the winding-up of the Company or for varying or abrogating    
    the rights or privileges of the holders of the Preference Shares.         
                                                                              
    Redemption by holders   No redemption by holders                          
                                                                              
    Redemption by the Company   Any unconverted Preference Shares shall be    
    redeemed by the Company on the third anniversary of the date of issue at  
     the issue price of HK$0.76 per Preference Share                          
                                                                              
    Return of capital    On winding up of the Company, holders of the         
    Preference Shares will be entitled to the return of capital in priority   
    to any other class of shares on the basis of the nominal value of the     
    Preference Shares                                                         
                                                                              
    Variation of rights   The rights attached to the Preference Shares        
    cannot not be altered without the prior written consent of the holders    
    of the ordinary shares of the Company and of the holders of the           
    Preference Shares holding not less than 75% of the outstanding            
    Preference Shares for the time being.                                     
                                                                              
    Transferability    The Preference Shares are freely transferable by the   
    holders thereof, subject to the requirements of the Listing Rules.