09:51     CS CONSERVAT P<00351>-Announcement&Resumption of Trading(5)         

    Preference Shares at the same time. To exercise the New Options granted   
     to it, the holder of New Options must deliver to the Company an option   
    notice specifying the number of New Options which are the subject of      
    that exercise and a remittance in favour of the Company for the           
    aggregate subscription price for the New Option Shares subject to those   
    New Options. Once given, such option 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 is subject to  
     adjustment in the event of consolidation or sub-division of Shares 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 the Company before and after such adjustment.                  
                                                                              
    Conditions                                                                
                                                                              
    Completion of the S&P Agreement is conditional upon the following         
    conditions precedent being satisfied:                                     
                                                                              
    (a)   the approval of the S&P Agreement and the transactions              
    contemplated thereunder, including the Acquisition, issue and the         
    allotment of the Consideration Shares, the granting of the New Options    
    and any 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 in a manner as required under the Listing    
    Rules;                                                                    
                                                                              
    (b)   the passing of a resolution by the Shareholders approving the       
    creation of the Preference Shares with the rights and on the terms and    
    conditions as set out in the S&P Agreement;                               
                                                                              
    (c)   CSEG, the other joint venture party of the JV Company having        
    pre-emptive rights therein, agreeing in principle to the change in the    
    beneficial owner of HTH in terms as contemplated thereunder;              
                                                                              
    (d)   the obtaining by the Company of a legal opinion from a firm of PRC  
     lawyers in connection with the transactions contemplated under the S&P   
    Agreement and HTH's 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)   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, operate and 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 be issued by the Company upon     
    the exercise of the conversion rights attaching to the Consideration      
    Shares and the New Option Shares;                                         
                                                                              
    (f)   approval by the independent shareholders of CCPH of the S&P         
    Agreement and the transactions contemplated thereunder, including the     
    sale of the Sale Shares and the Sale Loan in terms as set out in the S&P  
     Agreement in consideration of the Consideration 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 CCPH), the S&P Agreement shall terminate and      
    neither of the parties shall have any claim against the other for costs,  
     damages, compensation or otherwise (save in respect of any prior breach  
     of the S&P Agreement). The Company may unilaterally waive the condition  
     set out in clause (d) above. Apart from the above, none of other         
    conditions in the clauses may be waived by either party unilaterally.     
                                                                              
    Completion                                                                
                                                                              
    Completion shall take place on the third business day next following the