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Television Broadcasts Limited Capital/Financing Update 2003

Dec 2, 2003

49261_rns_2003-12-02_2adce574-ee50-4eeb-b839-68d908f31d85.pdf

Capital/Financing Update

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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.

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HONG TONG HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

ENTERING INTO OF FRAMEWORK AGREEMENT FOR DONGGUAN JV

It is announced that on 2 December 2003, HTH, an indirect wholly owned subsidiary of the Company and China Science Group entered into the Framework Agreement relating to the formation of the Dongguan JV for the waste incineration and processing business project in Dongguan, the PRC.

The formation of the Dongguan JV is subject to the negotiation, finalization and entering into of the joint venture contract and the approval of the relevant authorities in the PRC. Accordingly, the formation of the Dongguan JV may or may not be consummated.

Holders of shares of the Company and investors should exercise caution in dealing in the shares of the Company.

The formation of the Dongguan JV, if proceed, will constitute a discloseable transaction for the Company under the Listing Rules and the Company will comply with the requirements of the Listing Rules. Further announcement will be made by the Company in relation to further development of the formation of the Dongguan JV as required under the Listing Rules.

This announcement is made by the Company pursuant to paragraph 2 of the Listing Agreement.

References is made to the circular issued by the Company dated 27 October 2003 and the announcements made by the Company dated 7 October 2003 and 28 November 2003, respectively, relating to, among others, the possibility of formation of joint venture companies in the PRC between the Group and China Science Group to carry out the business of waste incineration and processing in the PRC.

Entering into of Framework Agreement for Dongguan JV

On 2 December 2003, HTH, an indirect wholly-owned by the Company and China Science Group entered into the Framework Agreement relating to the formation of the Dongguan JV for the waste incineration and processing business project in Dongguan, the PRC. The Framework Agreement is a non-legally binding agreement forming the basis of further negotiation of the terms of the Dongguan JV. As negotiation

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for the terms of the Dongguan JV is a time-consuming process, the Directors consider it appropriate to enter into the Framework Agreement to record the intention of the parties to co-operation in the waste incineration and processing business project in Dongguan, the PRC. China Science Group is not a connected person to the Company (as defined in the Listing Rules).

The following are the basic terms of the Dongguan JV which the parties have agreed under the Framework Agreement:

Registered capital : RMB100,000,000 (equivalent to approximately HK$94.3 million) to be contributed as to RMB90 million (equivalent to approximately HK$84.9 million) by HTH and as to RMB10 million (equivalent to approximately HK$9.4 million) by China Science Group, in proportion to their respective equity interest in the Dongguan JV Equity ratio : To be held as to 90% by HTH and as to 10% by China Science Group Board representation : The board of the Dongguan JV will comprise of such number of directors to be agreed by the parties. The directors will be appointed by HTH and China Science Group in proportion to their equity interest in the Dongguan JV

Particulars of the Dongguan JV is subject to the negotiation and finalization and the formation of the Dongguan JV is subject to the entering into of the joint venture contract and the approval of the relevant authorities in the PRC. Accordingly, the formation of the Dongguan JV may or may not be consummated. As the Framework Agreement is a non-legally binding agreement, neither party will be liable to the other party in the event the formation of the Dongguan JV is not consummated.

Holders of shares of the Company and investors should exercise caution in dealing in the shares of the Company.

General

The formation of the Dongguan JV, if proceed, will constitute a discloseable transaction for the Company under the Listing Rules and the Company will comply with the requirements of the Listing Rules. Further announcement will be made by the Company in relation to further development of the formation of the Dongguan JV.

This announcement is made by the Company pursuant to paragraph 2 of the Listing Agreement.

Definitions

Terms used in this announcement shall have the following meanings unless otherwise defined:

“associates” has the meaning ascribed thereto in the Listing Rules; “China Science Group” 中科實業集團(控股)公司 (China Science Enterprise Group (Holding) Corporation), a large scale enterprise group established by 中 國科學院 (Chinese Academy of Science);

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“Company” Hong Tong Holdings Limited, a company incorporated in the Cayman
Islands with limited liability, the shares of which are listed on the Stock
Exchange;
“Directors” the directors of the Company;
“Dongguan JV” the proposed equity joint venture to be established in Dongguan, the
PRC pursuant to the Framework Agreement;
“Framework Agreement” the framework agreement dated 2 December 2003 and entered into
between HTH and China Science Group relating to the formation of the
Dongguan JV for the waste incineration and processing business project
in Dongguan, the PRC;
“Group” the Company and its subsidiaries;
“Hong Kong” The Hong Kong Special Administrative Region of the PRC;
“HTH” Hong Tong Hai Investments Limited, a company incorporated in Hong
Kong with limited liability and an indirect wholly-owned subsidiary of
the Company;
“Listing Rules” The Rules Governing the Listing of Securities on the Stock Exchange;
“PRC” The People’s Republic of China;
“Stock Exchange” The Stock Exchange of Hong Kong Limited;
“HK” Hong Kong dollars, the lawful currency of Hong Kong; and
“RMB” Renminbi, the lawful currency of the PRC.

For the purpose of this announcement, HK$1.00 = RMB1.06. The conversion rate is for the purpose of illustration only and does not constitute a representation that any amounts have been, could have been, or may be exchanged at the aforementioned or any other rates.

By order of the Board HONG TONG HOLDINGS LIMITED Hon Ming Kong Chairman

Hong Kong, 2 December 2003

“Please also refer to the published version of this announcement in China Daily”.

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