10:19     TVB<00511> - Announcement (3)                                       

    may be extended to 22 July and 31 August 2005,                            
    respectively.                                                             
                                                                              
    Consideration and Closing                                                 
    The aggregate consideration for all of the Sale Shares                    
    and the allotment and issue of new Shares referred                        
    to in the paragraph headed "Capital Injections" below                     
    is HK$350,000,000 which was determined after arm's                        
    length negotiation between the parties to the                             
    Agreement taking into account different factors,                          
    including the costs of investment by the Company (as                      
    referred in the paragraph headed "Impact on the Group"                    
    below) and the business plan of the future development                    
    of the business and the net assets value of the Galaxy                    
    Group as at 31 December 2004 (as referred to in the                       
    financial information of Galaxy below). The                               
    consideration will be payable as to HK$263,725,490                        
    (HK$250,000,000 payable by Enjoy Profits and                              
    HK$13,725,490 payable by Dr. Chan) upon the First                         
    Closing; and the remaining HK$86,274,510 by Enjoy                         
    Profits upon the Second Closing.                                          
                                                                              
    Dr. Chan is entitled to nominate the Nominee to                           
    acquire the Sale Shares and take up the new Shares                        
    to be issued by Galaxy in his stead at the First                          
    Closing.                                                                  
                                                                              
    Capital Injections                                                        
    Under the terms of the Agreement, TVB Satellite is                        
    obliged:                                                                  
                                                                              
    (i)     upon First Closing, to provide additional                         
    capital to Galaxy of HK$23,117,759 by way of a                            
    subscription of 23,117,759 Shares in Galaxy for cash                      
    at par and shall procure the Galaxy to allot and issue                    
    fully paid new Shares as follows:                                         
                                                                              
                                            Total number of Percentage        
            Number of       Percentage                      Shares owned      
            shareholding                                                      
            Shares owned    shareholding                    immediately       
    after   immediately after                                                 
            as at the date  as at the date          New Shares                
            the Sale and    the Sale and                                      
            of the  of the  Number of       to be allotted                    
            the allotment   the allotment                                     
            Announcement    Announcement    Sale Shares     and               
    issued  and issue       and issue                                         
                                                                              
    TVB Satellite   :       1,062,750,000   100%    -       11,327,702        
            532,075,202     49%                                               
    Enjoy Profits   :       -       -       520,747,500     11,327,702        
            532,075,202     49%                                               
    Dr. Chan or                                                               
      the Nominee   :       -       -       21,255,000      462,355           
            21,717,355      2%                                                
                                                                              
            1,062,750,000   100%    542,002,500     23,117,759                
            1,085,867,759   100%                                              
                                                                              
    (ii)    within 30 days following the First Closing, to                    
    pay in immediately available and transferable funds                       
    to Galaxy HK$263,725,490, representing a portion of                       
    the share capital in Galaxy which has not at the date                     
    of the Agreement been paid up in cash; and                                
                                                                              
    (iii)   within 30 days after the Second Closing, to pay                   
    in immediately available and transferable funds to                        
    Galaxy HK$113,156,751 being the balance of the amount                     
    required for payment of all the share capital in                          
    Galaxy which has not at the date of the Agreement been                    
    paid up in cash.