10:20     TVB<00511> - Announcement (4)                                       

    The above capital injections will not alter the                           
    Shareholders' respective percentage shareholdings in                      
    Galaxy as referred to under paragraph headed "Assets                      
    to be sold" above.                                                        
                                                                              
    Liquidated Damages and Warranties                                         
    If both Enjoy Profits and Dr. Chan shall not complete                     
    their respective purchase of the Sale Shares in full                      
    at First Closing and comply with their completion                         
    obligations under the Agreement (otherwise than as                        
    a result of a material breach by TVB Satellite of its                     
    obligations under the Agreement), Enjoy Profits and                       
    Dr. Chan shall jointly and severally on demand by TVB                     
    Satellite pay to TVB Satellite, by way of liquidated                      
    damages, the aggregate sum of HK$350 million.                             
                                                                              
    The Agreement contains certain representations and                        
    warranties by the parties to each other, including                        
    standard representations and warranties on a sale of                      
    shares given by TVB Satellite.                                            
                                                                              
    Guarantees from Ruili                                                     
    Pursuant to the Agreement, Ruili has provided a                           
    guarantee to TVB Satellite for the performance of the                     
    obligations of Enjoy Profits under the Agreement.                         
                                                                              
    Share Mortgage                                                            
    As security for the obligations of Enjoy Profits under                    
    the Agreement to pay the unpaid consideration at the                      
    Second Closing, Enjoy Profits will provide a charge                       
    over 131,155,793 Shares in favour of TVB Satellite                        
    upon the First Closing.                                                   
                                                                              
    THE UNDERTAKING                                                           
    Date:   21 April 2005                                                     
                                                                              
    Parties:        Dr. Chan Kwok Keung, Charles as covenantor                
    TVB Satellite as covenantee                                               
                                                                              
    Under the Undertaking, Dr. Chan has undertaken to TVB                     
    Satellite that, if the First Closing has not, for any                     
    reason whatsoever (other than as a result of (i) a                        
    material breach by TVB Satellite of its completion                        
    obligations under the Agreement or (ii) condition (c)                     
    referred to in the paragraph headed "Conditions                           
    Precedent" above not being satisfied, but including                       
    because the conditions precedent referred to in the                       
    paragraph headed "Conditions Precedent" above (other                      
    than condition (c)) have not been fulfilled and the                       
    Agreement has not become wholly unconditional), taken                     
    place on or before 31 July, 2005 (or, in the                              
    circumstances contemplated in the Agreement, 31                           
    August 2005), Dr. Chan shall:                                             
                                                                              
    (i)     himself purchase, or procure that the Nominee                     
    shall purchase, 520,747,500 Sale Shares from TVB                          
    Satellite on the same terms as set out in the Agreement                   
    with certain consequential changes as set out in the                      
    Undertaking, for a total consideration of                                 
    HK$336,274,510 payable in cash in immediately                             
    available and transferable funds;                                         
                                                                              
    (ii)    purchase (if the Shares referred to in (i) are                    
    purchased by the Nominee) or otherwise procure that                       
    the Nominee shall purchase, 21,255,000 Sale Shares                        
    from TVB Satellite on the same terms set out in the                       
    Agreement with certain consequential changes as set                       
    out in the Undertaking, for a total consideration of                      
    HK$13,725,490 payable in cash in immediately                              
    available and transferable funds; and                                     
                                                                              
    (iii)   enter into, and procure that the Nominee shall                    
    enter into, the Shareholders' Agreement.