09:21 TVB<00511> - Announcement (2) benefit if the arrangement were to continue so as to utilize the existing resources and assets of the respective parties. The entry into the Agreement is on normal commercial terms and in the ordinary and usual course of business. PRINCIPAL ACTIVITIES OF TVB, LYP AND ERA TVB and its subsidiaries ("Group") are principally engaged in television broadcasting, programme licensing and production, animation production, magazine publishing and other broadcasting related activities. LYP is principally engaged in the business of television programme production, television channel transmission and operation in Taiwan. ERA is in the business of film distribution, television programme production and channel transmission and operation. IMPLICATIONS UNDER THE LISTING RULES LYP is a 70% indirect non-wholly owned subsidiary of TVB. As ERA is an associate of a person who was a director of LYP within the preceding 12 months, ERA is accordingly a connected person to TVB as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules") and the entry into the Agreement constituted connected transaction to TVB. As the revenue receivable by LYP from ERA and the fees payable by LYP to ERA under the Agreement is less than 2.5% for each of the percentage ratios (other than the profit ratio which does not apply to connected transaction), no shareholder approval is required and the Agreement is being disclosed in accordance with Rule 14A.32 of the Listing Rules. The directors of TVB, including the independent non-executive directors, consider that the terms of the Agreement are fair and reasonable and in the interests of the shareholders of TVB, and the Agreement is entered into in the ordinary and usual course of business and on normal commercial terms. Details of the Agreement will be included in the next published annual report and accounts of TVB pursuant to Rule 14A.45 of the Listing Rules during the continuance of the Agreement. As at the date hereof, the Directors of TVB are Sir Run Run Shaw, G.B.M. (EXECUTIVE CHAIRMAN), Dr. Norman Leung Nai Pang, G.B.S., LL.D., J.P. (EXECUTIVE DEPUTY CHAIRMAN), Mona Fong (DEPUTY CHAIRPERSON), Louis Page (MANAGING DIRECTOR), Dr. Chow Yei Ching, G.B.S., Ho Ting Kwan, Christina Lee Look Ngan Kwan, Lee Jung Sen, O.B.E. *, Dr. Li Dak Sum, DSSc. (Hon.), J.P. *, Kevin Lo Chung Ping, Robert Sze Tsai To*, Chien Lee (alternate director to Lee Jung Sen), Anthony Hsien Pin Lee (alternate director to Christina Lee Look Ngan Kwan). * Independent non-executive directors By Order of the Board Television Broadcasts Limited MAK Yau Kee Adrian Company Secretary 1 March 2005, Hong Kong