09:52     CS CONSERVAT P<00351>-Announcement&Resumption of Trading(7)         

    In view of the continued economic growth in the PRC which creates strong  
     demand for power, the volatile crude oil price and the unstable          
    international oil supply, the Board considers that waste incineration     
    and processing businesses for generating electricity in the PRC have a    
    promising future with potential high returns and thus the JV Company      
    could provide ample future growth opportunities for the Group.            
                                                                              
    In view that (i) CCPH wishes to have the flexibility of increasing its    
    share of returns from the businesses of the Group by increasing its       
    interest in the Group via the exercise of New Options at the current      
    price of the Shares within the option period rather than accepting        
    Shares as payment of the consideration of the Acquisition; (ii) the       
    granting of the New Options will have a delayed dilution effect on the    
    issued share capital of the Company; and (iii) if the New Options are     
    exercised, the Company will have additional funds to finance its future   
    business development or daily operation, the Company agreed to grant the  
     New Options to CCPH.                                                     
                                                                              
    The Board considers that the terms of the S&P Agreement and the           
    Supplemental Agreement including the granting of the New Options          
    thereunder are fair and reasonable and are in the interest of the         
    Company and the Shareholders as a whole.                                  
                                                                              
    Possible change in shareholding                                           
                                                                              
    Set out below is the possible change in the shareholding of the Company   
    assuming no outstanding share options of the Company are exercised nor    
    are any Convertible Notes converted :                                     
                                                                              
                Shareholding immediately                                      
             Shareholding immediately    after completion of                  
             after completion of   the Subscription                           
             the Subscription,    and conversion of all                       
             conversion of all    the Preference Shares                       
       Shareholding    Shareholding    the Preference Shares at    at the     
    minimum conversion                                                        
       as at the date of    immediately after    HK$0.76 each and   price of  
     HK$0.50 each                                                             
       this announcement    the Subscription    exercise of all     and       
    exercise of all                                                           
       (note 4)   (Note 5)   the New Options   the New Options                
        Share       %      Share       %       Share       %       Share      
           %                                                                  
                                                                              
    CCPH-Preference Shares   -       -       -       -        100,000,000     
           8.29%       152,000,000       12.09%                               
    CCPH-New Options   -       -       -       -        50,000,000            
    4.15%       50,000,000       3.98%                                        
                                                                              
                                                                              
       -       -       -       -        150,000,000       12.44%              
    202,000,000       16.06%                                                  
                                                                              
    Mr. Hon   -       -        6,500,000       0.62%       6,500,000          
    0.54%       6,500,000       0.52%                                         
    Other Directors (Note 1)    19,560,000       1.91%       19,560,000       
           1.85%       19,560,000       1.62%       19,560,000       1.56%    
                                                                              
                                                                              
        19,560,000       1.91%       26,060,000       2.47%       26,060,000  
           2.16%       26,060,000       2.07%                                 
                                                                              
    Aimstar (Note 1)    295,000,000       28.76%       295,000,000            
    27.94%       295,000,000       24.47%       295,000,000       23.46%      
    Sky Bright International                                                  
      Development Limited (Note 2)    70,000,000       6.82%                  
    78,500,000       7.44%       78,500,000       6.51%       78,500,000      
           6.24%                                                              
    Q88 Investment Holdings Limited    50,000,000       4.87%                 
    50,000,000       4.74%       50,000,000       4.15%       50,000,000      
           3.98%                                                              
    CIAM and CCIH (Note 3)    118,590,000       11.56%       133,590,000      
           12.65%       133,590,000       11.08%       133,590,000            
    10.62%                                                                    
                                                                              
                                                                              
       533,590,000      52.02%      557,090,000      52.77%      557,090,000  
          46.20%      557,090,000      44.29%                                 
                                                                              
    Sub-total    553,150,000       53.93%       583,150,000       55.24%      
           733,150,000       60.81%       785,150,000       62.43%            
                                                                              
    Other public Shareholders    472,547,100       46.07%       472,547,100   
           44.76%       472,547,100       39.19%       472,547,100