09:52 CS CONSERVAT P<00351>-Announcement&Resumption of Trading(6) date on which all the conditions of the S&P Agreement shall have been fulfilled and/or waived, which is expected to be on or before 31 August 2005, or such other date as shall be agreed between the Company and CCPH. Application for listing Application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, any Shares falling to be issued upon the exercise of the conversion rights attaching to the Consideration Shares and any New Options. Information of HTH and the JV Company HTH, a company incorporated in Hong Kong with limited liability, is an indirect wholly-owned subsidiary of CCPH. Immediately after Completion, HTH will be a wholly-owned subsidiary of the Company. The principal asset of HTH is its 51% equity interest in the JV Company. As at the date of this announcement, the JV Company is beneficially owned as to 51% by HTH, as to 39% by China Green Power Holdings Limited, a wholly-owned subsidiary of the Company, and as to 10% by CSEG. After Completion, the JV Company will be accounted as a 90% owned subsidiary of the Company. According to the best knowledge, information and belief of the Directors, CSEG is a large scale enterprise group established by *(Chinese Academy of Science) and is a third party independent of the Company and its connected person. The JV Company is principally engaged in the waste incineration and processing business in Dongguan, the PRC. The JV Company is in the process of constructing an incinerator with a capacity to handle 1,000 metric tons of waste per day with the produced energy being used for generating electricity. The JV Company is a Sino-foreign equity joint venture which was established on 5 November 2004 in the PRC with a term of 25 years. The registered capital of the JV Company is RMB110 million (approximately HK$103.4 million) and the total investment amount of the JV Company is RMB328.26 million (approximately HK$308.57 million). The registered capital of the JV Company has been fully paid up by the joint venture parties. The difference between the registered capital and the total investment amount in the amount of RMB218.26 million (approximately HK$205.17 million) will be financed by external banking facilities. According to CCPH, based on the audited financial statements of HTH for the period from 17 April 2002 (date of incorporation) to 31 March 2004, HTH recorded a loss before and after taxation of HK$820,396. Based on the unaudited consolidated management accounts of HTH for the nine months ended 31 December 2004, HTH recorded a loss before and after taxation before minority interest of HK$3,540,185.93 and recorded a loss before and after taxation after minority interest of HK$1,969,315.44. Based on the unaudited consolidated balance sheet of HTH Group as at 31 December 2004, the net deficit of HTH Group as at 31 December 2004 was HK$2,908,947.54. The board of directors of the JV Company currently has seven members. Upon Completion, the Group will have the right to nominate six directors to the board of directors of the JV Company whereas CSEG has the right to nominate one representative to the board of directors of the JV Company. Reasons for the Acquisition The principal businesses of the Group are computer hardware and provision of maintenance support services, software design and development. The Company is committed to diversifying its existing businesses by engaging into waste incineration and processing businesses in the PRC. As stated in the interim report of the Group for the six months ended 30 June 2004, the Group will go on exploring other investment opportunities which may include waste incineration and processing business as in the PRC since the Board view this as a unique business with vast market potential. Further to the setting up of a joint venture in Guilin in the PRC to carry out waste incineration and processing business as detailed in the Company's circular dated 6 October 2004 and the acquisition of 39% equity interest in the JV Company as detailed in the Company's circular dated 22 December 2004, the Board considers that the Acquisition is a step forward to consolidate the Group's interest in the JV Company and is consistent with the Group's aforesaid current investment strategy.