10:21     TVB<00511> - Announcement (8)                                       

    fulfilment (or waiver) of the last of the conditions                      
    referred in the section "Conditions Precedent" of                         
    this Announcement (and in any event, not later than                       
    5 August, 2005 or, in the event that the long stop                        
    date for the satisfaction of the conditions precedent                     
    is extended pursuant to the provisions of the                             
    Agreement, not later than 7 September 2005);                              
                                                                              
    "Galaxy"        means Galaxy Satellite TV Holdings Limited,               
    a company incorporated in Hong Kong with limited                          
    liability and the holding company of Galaxy                               
    Broadcasting;                                                             
                                                                              
    "Galaxy Broadcasting"   means Galaxy Satellite                            
    Broadcasting Limited, a company incorporated in Hong                      
    Kong with limited liability and a wholly-owned                            
    subsidiary of Galaxy;                                                     
                                                                              
    "Galaxy Group"  means Galaxy and Galaxy                                   
    Broadcasting;                                                             
                                                                              
    "Group" means the Company and its subsidiaries;                           
                                                                              
    "Listing Rules" means The Rules Governing the                             
    Listing of Securities on The Stock Exchange of Hong                       
    Kong Limited; and                                                         
                                                                              
    "Nominee"       means the nominee of Dr. Chan;                            
                                                                              
    "Pay TV Licence"        means the Domestic Pay Television                 
    Programme Service Licence granted to Galaxy                               
    Broadcasting;                                                             
                                                                              
    "Ruili" means Ruili Holdings Limited, a company                           
    incorporated in Bermuda with limited liability the                        
    shares of which are listed on the Main Board of The                       
    Stock Exchange of Hong Kong Limited;                                      
                                                                              
    "Sale"  means the sale of the Sale Shares and the                         
    transactions contemplated under the Agreement;                            
                                                                              
    "Sale Shares"   means the 542,002,500 Shares,                             
    representing in aggregate 51% of the total issued                         
    capital of Galaxy, to be sold as contemplated under                       
    the Agreement;                                                            
                                                                              
    "Shares"        means the issued ordinary shares of Galaxy                
    of HK$1 each;                                                             
                                                                              
    "Shareholders"  means TVB Satellite, Enjoy Profits,                       
    Dr. Chan or the Nominee (as appropriate);                                 
                                                                              
    "Shareholders' Agreement"       means the shareholders'                   
    agreement proposed to be entered into between the                         
    Shareholders and Galaxy upon the First Closing;                           
                                                                              
    "Second Closing"        means a date no later than 31                     
    December 2005 or such other time mutually agreed upon                     
    by the parties to the Agreement;                                          
                                                                              
    "TVB Satellite" means TVB Satellite TV Holdings                           
    Limited, a company incorporated in Bermuda with                           
    limited liability and, at the date of this                                
    announcement, is wholly-owned subsidiary of the                           
    Company;                                                                  
                                                                              
    "Undertaking"   means the undertaking dated 21 April                      
    2005 granted by Dr. Chan in favour of TVB Satellite.                      
                                                                              
    General                                                                   
    As at the date of this announcement, the directors                        
    of the Company are:                                                       
                                                                              
    Sir Run Run Shaw, G.B.M. (EXECUTIVE CHAIRMAN)