10:19     TVB<00511> - Announcement (2)                                       

    their respective subsidiaries or associates as                            
    defined under the Listing Rules.                                          
                                                                              
    Assets to be sold                                                         
    As at the date of this Announcement, TVB Satellite                        
    owns all of 1,062,750,000 Shares in issue. Pursuant                       
    to the Agreement, the Company agreed to sell, and                         
    Enjoy Profits and Dr. Chan agreed to acquire,                             
    520,747,500 Sales Shares and 21,255,000 Sale Shares,                      
    respectively, representing 49% and 2%, respectively,                      
    of the total issued share capital of Galaxy. Upon the                     
    First Closing, all of the Sale Shares will be                             
    transferred to Enjoy Profits and Dr. Chan and the                         
    shareholding structure of Galaxy will be as follows:                      
                                                                              
    Shareholder     Shareholding Percentage                                   
                                                                              
    TVB Satellite   49%                                                       
    Enjoy Profits   49%                                                       
    Dr. Chan        2%                                                        
                                                                              
    Conditions Precedent                                                      
    The sale is conditional upon the following conditions                     
    precedent:                                                                
                                                                              
    (a)     the approval by the shareholders of Ruili of (i)                  
    the very substantial acquisition constituted by the                       
    acquisition of the Sale Shares by Enjoy Profits                           
    pursuant to the Agreement in accordance with the                          
    requirements of Rule 14.49 of the Listing Rules; and                      
    (ii) the Financing Transactions;                                          
                                                                              
    (b)     completion of the Financing Transactions;                         
                                                                              
    (c)     the Pay TV Licence granted to Galaxy                              
    Broadcasting dated 7 December 2004, the Satellite                         
    Television Uplink and Downlink Licence granted to                         
    Galaxy Broadcasting dated 5 December 2000, the Fixed                      
    Carrier Licence issued to Galaxy Broadcasting on 4                        
    March 2004 and the Fixed Carrier (Restricted) Licence                     
    issued to Galaxy Broadcasting dated 20 January 2003                       
    not having been revoked immediately prior to First                        
    Closing; and                                                              
                                                                              
    (d)     there having been no substantial change in the                    
    composition of the board of directors of Ruili or                         
    change of control of Enjoy Profits prior to First                         
    Closing.                                                                  
                                                                              
    Long Stop Dates                                                           
    If, on the following dates or such later date as TVB                      
    Satellite, Enjoy Profits and Dr. Chan may agree,                          
                                                                              
    (a)     the circular to shareholders of Ruili has not                     
    been dispatched to its shareholders on or before 30                       
    June 2005; or                                                             
                                                                              
    (b)     the conditions precedent set out in the                           
    paragraph headed "Conditions Precedent" above have                        
    not been satisfied or, in the case of the condition                       
    precedent (d) waived by TVB Satellite or, in the case                     
    of the conditions precedent (a), (b) and (c), waived                      
    by agreement between TVB Satellite, Ruili (for itself                     
    and on behalf of Enjoy Profits) and Dr. Chan on or                        
    before 12:00 noon on 31 July 2005;                                        
                                                                              
    the Agreement shall cease and determine and none of                       
    the parties to the Agreement shall have any                               
    obligations and liabilities save for any prior                            
    breaches of the terms hereof.                                             
                                                                              
    In limited circumstances specified in the Agreement,                      
    the long stop dates of 30 June (referred to in (a)                        
    above) and 31 July 2005 (referred to in (b) above)