09:53 CS CONSERVAT P<00351>-Announcement&Resumption of Trading (5) "Abba China" Abba China Holdings Limited, a company incorporated in Hong Kong with limited liability, a whole-owned subsidiary of the Company "Acquisition" the proposed acquisition of the Sale Share by Abba China pursuant to the S&P Agreement "Board" the board of Directors of the Company "business day" a day other than a Saturday or a Sunday or days on which a tropical cyclone warning signal No. 8 or above is hoisted or a "black" rainstorm warning signal is issued in Hong Kong at any time between 9:00 a.m. and 5:00 p.m. on which banks are open for business in Hong Kong "Co-Operative Agreement" the agreement dated 19 April 2005 entered into by Sino Profit with New Rise in relation to the setting up of the Meizhou JV "Company" 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 "Completion Date" the third Business Day after the day on which the last unfulfilled condition of the S&P Agreement is satisfied or, if applicable, waived or such other day as may be agreed between Mr. Pang and Abba China "connected person(s)" has the meanings as ascribed thereto under the Listing Rules "Consideration" eight Million Hong Kong Dollars (HK$8,000,000), the consideration of the Sale Share "Director(s)" the director(s) of the Company "EGM" the extraordinary general meeting of the Company to be convened in respect of the S&P Agreement "Group" the Company and its subsidiaries "Hong Kong" the Hong Kong Special Administrative Region of the PRC "Incinerator" the waste incinerator to be constructed in Xingning City, Meizhou, the PRC pursuant to the Xingning Agreement "Independent Third Parties" persons who, to the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, are third parties independent of the Company and its connected persons, and are not connected persons of the Company "Listing Rules" the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited "Meizhou JV" *(Xingning China Sciences Conservational Power Co. Ltd.), a wholly foreign-owned enterprise to be formed by Sino Profit and New Rise pursuant to the Co-Operative Agreement which shall be owned as to 80% by Sino Profit and as to 20% by New Rise for the purpose of constructing and operating the Incinerator "MOU" a memorandum of understanding dated 6 December 2004 made between Mr. Pang and Abba China whereby Abba China and Mr. Pang agreed, from the date of the MOU, to commence the negotiation of opportunities in conducting waste incineration and processing business in Meizhou, the PRC which may be in the form of setting up a joint venture company or investing in Sino Profit directly by Abba China or the otherwise "Mr. Pang" Mr. Pang Kwok Chung, the vendor of the Sale Share "New Rise" New Rise International Investment Limited, a company incorporated in the British Virgin Islands "Placing" the placing of 90,000,000 new Shares pursuant to the placing and underwriting agreement dated 23 March 2005 made by the Company, the details of which were set out in the announcement of the Company dated 1 April 2005, with a net proceed of approximately HK$68.4 million "PRC" The People's Republic of China which, for the purpose of this announcement, excludes Hong Kong, Taiwan and Macau Special Administrative Region "S&P Agreement" the sale and purchase agreement dated 19 April 2005