11:02     TVB<00511> - Announcement (5)                                       

    contemplated thereunder constituted continuing                            
    connected transactions of TVB under Rule 14A.16(5)                        
    of the Listing Rules.                                                     
                                                                              
    The Agreements, Cap Amount 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,                      
    since no Shareholder has a material interest in each                      
    of the Agreements, no Shareholder is required to                          
    abstain from voting on the resolution regarding the                       
    Agreements, Cap Amount and the transactions                               
    contemplated thereunder. The Independent Board                            
    Committee will be established to provide                                  
    recommendation to the Independent Shareholders on the                     
    terms of the Agreements, Cap Amount, the duration of                      
    the Agreements and the transactions contemplated                          
    thereunder. An independent financial adviser will be                      
    appointed to advise the Independent Board Committee                       
    and the Independent Shareholders on the terms of the                      
    Agreements, the Cap Amount, the duration of the                           
    Agreements and the transactions contemplated                              
    thereunder.                                                               
                                                                              
    A circular containing, among other things, further                        
    details of the Agreements and the transactions                            
    contemplated thereunder, a letter of recommendation                       
    from the Independent Board Committee to the                               
    Independent Shareholders, a letter of advice from an                      
    independent financial adviser to the Independent                          
    Board Committee and the Independent Shareholders on                       
    the terms of the Agreements, the Cap Amount, the                          
    duration of the Agreements and the transactions                           
    contemplated thereunder, and the notice of EGM, will                      
    be despatched to Shareholders in accordance with the                      
    Listing Rules as soon as practicable.                                     
                                                                              
    DEFINITIONS                                                               
    "Agreements"    6 agreements dated 30 September 2004                      
    together with their supplemental between various                          
    companies of the Group and MBNS relating to the                           
    license of programmes, license of channels and the                        
    provision of management services and advertising                          
    sales services for the period from 1 October 2004 to                      
    30 September 2009 as described under the heading "The                     
    Agreements" in this announcement                                          
                                                                              
    "Board" the board of Directors                                            
                                                                              
    "Independent Board      a committee of the Board to be                    
    established for the purpose of advising                                   
      Committee"    the Independent Shareholders in                           
    relation to the terms of the Agreements, Cap Amount                       
    and the transactions contemplated thereunder                              
                                                                              
    "Cap Amount"    a maximum aggregate annual amount for                     
    the consideration under the Agreements for each                           
    financial year of TVB                                                     
                                                                              
    "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 Agreements, Cap Amount and                        
    the transactions contemplated thereunder                                  
                                                                              
    "Group" TVB and its subsidiaries                                          
                                                                              
    "HK$"   Hong Kong dollars, the lawful currency of Hong                    
    Kong                                                                      
                                                                              
    "Hong Kong"     Hong Kong Special Administrative Region