09:38 TVB<00511> - Announcement (3) The Vendor is an investment holding company incorporated in Taiwan. IMPLICATIONS UNDER THE LISTING RULES LYP is a 70% non wholly-owned subsidiary of TVB. As the Vendor holds the remaining 30% of interest in LYP, the Vendor is a substantial shareholder of LYP. At the same time, the Vendor is also an associate of a director of a subsidiary of TVB, Galaxy Satellite Broadcasting Ltd. The Vendor is accordingly a connected person of TVB as defined in the Listing Rules and the Agreement and the transactions contemplated thereunder constituted discloseable and connected transactions for TVB. The Agreement and the transactions contemplated thereunder are subject to the approval of the Independent Shareholders at the EGM in accordance with the requirements of the Listing Rules, which will be taken by poll. So far as TVB is aware, no Shareholder is required to abstain from voting on the resolution regarding the Agreement and the transactions contemplated thereunder. The Board Committee will be established to provide recommendation to the Independent Shareholders on the terms of the Agreement and the transactions contemplated thereunder. An independent financial adviser will be appointed to advise the Board Committee and the Independent Shareholders on the terms of the Agreement and the transactions contemplated thereunder. A circular containing, among other things, further details of the Agreement and the transactions contemplated thereunder, a letter of recommendation from the Board Committee to the Independent Shareholders, a letter of advice from an independent financial adviser to the Board Committee and the Independent Shareholders on the terms of the Agreement and the transactions contemplated thereunder, and the notice of EGM, will be despatched to Shareholders in accordance with the Listing Rules. BOOK CLOSURE The register of members of TVB will be closed from 28 February 2005 to 21 March 2005, both dates inclusive, to give effect to the provisions of the Broadcasting Ordinance. DEFINITIONS "Agreement" the conditional agreement dated 4 February 2005 between the Vendor and the Purchaser relating to the sale and purchase of the Shares "Board" the board of Directors "Board Committee" a committee of the Board to be established for the purpose of advising the Independent Shareholders in relation to the terms of the Agreement and the transactions contemplated thereunder "Director(s)" director(s) of TVB "EGM" an extraordinary general meeting of TVB to be convened to consider and, if thought fit, approve, among other things, the Agreement and the transactions contemplated thereunder "Group" TVB and its subsidiaries "HK$" Hong Kong dollars, the lawful currency of Hong Kong