Television Broadcasts Limited — Capital/Financing Update 2002

May 21, 2002

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Yew Sang Hong (Holdings) Limited 耀生行（集團）有限公司 *

(Incorporated in Cayman Islands with limited liability)

PLACING OF NEW SHARES

The Company and the Placing Agents entered into a conditional placing and underwriting agreement on 21 May 2002 for the placing of 23,800,000 Placing Shares at a placing price of HK$5.13 per Placing Share to independent investors.

The Placing Shares represent approximately 11.90 per cent. of the existing issued share capital of the Company and approximately 10.63 per cent. of the issued share capital of the Company as enlarged by the Placing. The net proceeds of the Placing are expected to amount to approximately HK$118 million, of which up to approximately HK$50 million will be retained for the business operation of a new joint venture company to be established in the PRC and the remaining balance of approximately HK$68 million will be retained for the future operation of a new securities firm to be established by the Company in Hong Kong.

PLACING AND UNDERWRITING AGREEMENT DATED 21 MAY 2002

Issuer

Yew Sang Hong (Holdings) Limited

Placing agent

The Placing is fully underwritten by Kingston Securities Limited and Sanfull Securities Limited.

Placees

More than six independent private individual or institutional investors.

Independence of the Placing Agents and placees

The Placing Agents are, and the placees and their respective ultimate beneficial owners will be, independent of and not connected with the Company, directors, chief executive, substantial shareholders of the Company or any of its subsidiaries or any of their respective associates (as defined in the Listing Rules).

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YEW SANG HONG – PLACING OF NEW SHARES 21st May, 2002

It is expected that the Placing will not result in an introduction of any substantial shareholder to the Company. Further announcement will be made by the Company if there is an introduction of any substantial shareholder to the Company as a result of the Placing.

Placing Shares

23,800,000 new shares of HK$0.10 each in the share capital of the Company

The Placing Shares represent approximately 11.90 per cent. of the existing issued share capital of the Company and approximately 10.63 per cent. of the issued share capital of the Company as enlarged by the issue of the Placing Shares.

Application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Placing Shares.

Placing Price

HK$5.13 per Placing Share.

The Placing Price, which was arrived at after arm’s length negotiations between the Company and the Placing Agents, represents a discount of approximately 7.57 per cent. to the closing price of HK$5.55 per Share as quoted on the Stock Exchange on 21 May 2002, being the date of the Placing and Underwriting Agreement. The Placing Price also represents a premium of approximately 1.83 per cent. over the average closing price of the Shares of approximately HK$5.038 per Share as quoted on the Stock Exchange for the last ten trading days prior to and including 21 May 2002. The Directors consider that the Placing Price is fair and reasonable.

Mandate to issue the Placing Shares

The Placing Shares will be issued under the general mandate which has been granted to the Directors at the annual general meeting of the Company held on 28 September 2001.

Ranking of the Placing Shares

The Placing Shares, when fully paid, will rank pari passu in all respects with the Shares in issue at the date of allotment of the Placing Shares.

Conditions of the Placing

The Placing is conditional upon the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Placing Shares.

In the event that such condition is not fulfilled on or before 14 June 2002 or such other date as may be agreed between the Company and the Placing Agents, the Placing and Underwriting Agreement will lapse and be of no further effect.

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YEW SANG HONG – PLACING OF NEW SHARES 21st May, 2002

Completion of the Placing

Completion of the Placing will take place within five business days following the day on which the condition set out above is satisfied (or such later date as may be agreed between the parties to the Placing and Underwriting Agreement in writing).

Reasons for the Placing and use of proceeds

The net proceeds of the Placing are expected to amount to approximately HK$118 million, of which up to approximately HK$50 million will be retained for the business operation of a new joint venture company to be established in the PRC and the remaining balance of approximately HK$68 million will be retained for the future operation of a new securities firm to be established by the Company in Hong Kong.

As detailed in the announcement of the Company dated 3 May 2002, the Company has entered into a letter of intent with 深圳市一輝實業有限公司 (the “PRC Party”) in relation to the formation of a sinoforeign co-operative joint venture company in the PRC which is expected to be principally engaged in consultancy and advisory services in respect of various construction engineering (including electrical engineering and mechanical engineering) and equipment and materials trading business (including electrical and mechanical engineering equipment and materials) in the PRC. It is expected that each of the Company and the PRC Party will inject HK$10 million into the joint venture company in the form of registered capital. In this connection, a deposit of HK$10 million has been paid by the Company to the PRC Party. The Directors expect that, depending on the business development of the joint venture company, the Company may inject a funding of up to HK$50 million for the business operation of the joint venture company. The final terms for the formation of the joint venture company will be contained in the formal joint venture agreement to be executed by the relevant parties if the formation of the joint venture company materialises. Further announcement will be made by the Company if and when appropriate.

To further diversify the business portfolio of the Group, the Company has established certain companies to engage in corporate and business consultancy and securities businesses. In this connection, the Group has already entered into an agreement to acquire a Stock Exchange trading right and will apply for a dealer licence in due course. The Company has already injected HK$15 million into the securities company in the form of paid-up capital. It is expected that up to approximately HK$68 million of the net proceeds from the Placing will be retained for the future operation of the new securities firm to be established by the Company in Hong Kong. The Directors currently have no intention to acquire any company for the purpose of engaging in brokerage business in Hong Kong. Further announcement will be made by the Company if and when appropriate.

As mentioned in the 2001 interim report of the Company, the Directors have always been exploring investment opportunities in the PRC for the Group with an objective to capture any business potential arising as a result of the growing economy of the PRC. To enhance the profile and expertise of the management in the PRC market, the Company has appointed Mr. Zhang Da Chun as an executive Director. In the event that the Directors are able to secure any appropriate investment opportunities for the Group prior to the commencement of business of the securities firm, the net proceeds retained for the securities business operation of the Group may be applied for such investment purpose. However, the Directors have not identified any appropriate investment opportunity so far.

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YEW SANG HONG – PLACING OF NEW SHARES 21st May, 2002

Interests of the controlling and substantial shareholders in the Company

The shareholding of YSH Investments Limited, a company as to 90.4 per cent. owned by Mr. Lai Sai Sang, the chairman of the Company, will be diluted from 47 per cent. to approximately 42 per cent. of the issued share capital of the Company as enlarged by the issue of the Placing Shares. The shareholding of Highworth Venture Limited, a substantial shareholder of the Company, will be diluted from 28 per cent. to approximately 25.02 per cent. of the issued share capital of the Company as enlarged by the issue of the Placing Shares.

DEFINITIONS

DEFINITIONS
“Company”	Yew Sang Hong (Holdings) Limited, a company incorporated in Cayman
	Islands with limited liability, the shares of which are listed on the Stock
	Exchange
“Director(s)”	director(s) of the Company
“Group”	the Company and its subsidiaries
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“Placing”	a private placing by the Placing Agents of Placing Shares at the Placing
	Price with independent investors
“Placing Agents”	Kingston Securities Limited and Sanfull Securities Limited
“Placing and Underwriting	a placing and underwriting agreement dated 21 May 2002
Agreement”	entered into between the Company and the Placing Agents
“Placing Price”	the placing price of HK$5.13 per Placing Share
“Placing Shares”	23,800,000 new Shares to be issued under the Placing
“PRC”	the People’s Republic of China
“Share(s)”	share(s) of HK$0.10 each in the share capital of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollars
	By Order of the Board
	Yew Sang Hong (Holdings) Limited
	Lai Sai Sang
	Chairman

Hong Kong, 21 May 2002

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YEW SANG HONG – PLACING OF NEW SHARES 21st May, 2002

* For identification purpose only

Please also refer to the published version of this announcement in the Hong Kong i-Mail.

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YEW SANG HONG – PLACING OF NEW SHARES 21st May, 2002