11:01 TVB<00511> - Announcement (4) The Agreements (except for the provision of management services) are renewals of agreements previously entered into between various companies of the Group and MBNS in 2002. As the TVB8, Xing He and TVBS-Asia channels are channels compiled for overseas markets and already distributed to various countries and the programmes which are licensed to MBNS are from the existing TVB programme library or programmes co-produced by TVB for worldwide distribution, the entry into the licensing agreements will enable the Group to generate more income with minimal increase in overheads and the brand names of "TVB", "TVB8", "Xing He" and "TVBS-Asia" would enjoy continuous exposure in Malaysia and Brunei and hence strengthen their market position. As for the agreements for the provision of management services and advertising sales services, they are able to generate additional revenue for the Group. The Directors considered that the terms of the Agreements and the transactions contemplated thereunder are fair and reasonable and are in the interests of TVB and the Shareholders as a whole and the Agreements have been entered into in the ordinary and usual course of business and on normal commercial terms. PRINCIPAL ACTIVITIES OF THE GROUP, LYP, TVBI, TVBSB, TVBSE, TVBOF AND MBNS The Group is principally engaged in television broadcasting, programme licensing and production, animation production, magazine publishing and other broadcasting related activities. LYP (a 70% indirect non wholly-owned subsidiary of TVB) is principally engaged in the business of television programmes production, television channel transmission and operation in Taiwan. TVBI is principally engaged in programme licensing. TVBSB is principally engaged in the provision of management services, programme scheduling and television broadcasting services. TVBSE is principally engaged in the operation of television channels and provision of advertising sales services. TVBOF is principally engaged in the provision of management services, facilities and materials. MBNS is the sole licensed provider of digital direct-to-home satellite multi-channel television services in Malaysia under the Astro brand name. MBNS has licensed one of its affiliates for distribution of the multi-channel television service in Brunei. IMPLICATIONS UNDER THE LISTING RULES MBNS is a wholly-owned indirect subsidiary of ASTRO ALL ASIA NETWORKS plc. which has indirect shareholding interests in two indirectly owned subsidiaries of TVB, being approximately 35.7% of the issued share capital of Hsin Chi Broadcast Company Limited and approximately 26.3% of the voting shares of TVB Publishing Holding Limited while TVB has indirect shareholding of approximately 40% in Hsin Chi Broadcast Company Limited and approximately 73.7% of the voting shares in TVB Publishing Holding Limited. MBNS is accordingly an associate of a connected person of TVB as defined in Rule 1.01 of the Listing Rules and the Agreements and the transactions