Television Broadcasts Limited — Capital/Financing Update 2003

Nov 28, 2003

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.

==> picture [45 x 44] intentionally omitted <==

HONG TONG HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

PLACING OF NEW SHARES UNDER GENERAL MANDATE AND RESUMPTION OF TRADING

PLACING AGENT Kingston Securities Limited

The Company has conditionally agreed to place, through the Placing Agent on best effort basis, 53,712,000 Placing Shares to independent investors at a price of HK$1.30 per Placing Share.

The Placing Shares represent about 20% of the existing issued share capital of the Company of 268,560,000 Shares and about 16.67% of the Company’s issued share capital of 322,272,000 Shares as enlarged by the Placing.

The gross proceeds from the Placing will be about HK$69.8 million. The net proceeds of about HK$68.0 million from the Placing will be used for making future investments in waste incineration and processing business project in the PRC, including the formation of the JV. In the event that the formation of the JV does not proceed or no appropriate investment opportunity is identified by the Group, the net proceeds will be retained for general working capital purpose.

The Placing Price of HK$1.30 represents (i) a discount of about 5.8% to the closing price of HK$1.38 per Share as quoted on the Stock Exchange on 27 November 2003, being the last trading day before this announcement; (ii) a discount of about 7.3% to the average of the closing price per Share of HK$1.402 as quoted on the Stock Exchange for the last ten trading days ended 27 November 2003, being the last trading day before this announcement , and (iii) a premium of about 83.1% of the net tangible asset value per Share of HK$0.71 as at 31 March 2003, the latest audited financial information.

The Placing Price was negotiated on an arm’s length basis between the Company and the Placing Agent. The Directors consider that the terms of the Placing are fair and reasonable and in the interests of the Company and its Shareholders as a whole. The Placing is conditional upon, among other things, the Stock Exchange granting listing of and permission to deal in the Placing Shares.

The Placing is subject to termination on the occurrence of, amongst other things, any event of force majeure (which include events set out in greater detail below) at or before 10:00 a.m. on the completion date of the Placing.

At the request of the Company, trading in the Shares was suspended with effect from 9:30 a.m. on 28 November 2003 pending the publication of this announcement. Application has been made to the Stock Exchange for resumption of trading in the Shares with effect from 9:30 a.m. on 1 December 2003.

— 1 —

The Placing Agreement dated 27 November 2003

Issuer

Hong Tong Holdings Limited

Placing Agent

The Placing Agent has conditionally agreed to place in aggregate 53,712,000 Placing Shares on best effort basis and will receive a placing commission of 2.5% on the gross proceeds of the Placing.

The Placing Agent is not a connected person (as defined in the Listing Rules) of the Company.

Placees

The Placing Shares will be placed to not fewer than six placees. The Placees and their respective ultimate beneficial owners which will not be connected persons (as defined in the Listing Rules) of the Company. The Placing Agent will procure that none of the Placees will become substantial shareholders of the Company as a result of the Placing.

Placing Shares

The Placing Shares represent (i) about 20% of the existing issued share capital of the Company of 268,560,000 Shares as at the date of this announcement; and (ii) about 16.67% of the issued share capital of the Company of 322,272,000 Shares as enlarged by the Placing.

The Placing Shares will rank, upon issue, pari passu in all respect with the Shares in issue on the date of allotment and issue of the Placing Shares.

Placing Price

The Placing Price of HK$1.30 represents (i) a discount of about 5.8% to the closing price of HK$1.38 per Share as quoted on the Stock Exchange on 27 November 2003, being the last trading day before this announcement; (ii) a discount of about 7.3% to the average of the closing price per Share of HK$1.402 as quoted on the Stock Exchange for the last ten trading days ended 27 November 2003, being the last trading day before this announcement, and (iii) a premium of about 83.1% of the net tangible asset value per Share of HK$0.71 as at 31 March, 2003, the latest audited financial information.

The Placing Price was negotiated on an arm’s length basis between the Company and the Placing Agent. The Directors consider that the terms of the Placing are fair and reasonable based on the current market condition and in the interests of the Company and its Shareholders as a whole.

General Mandate

The Placing Shares will be issued under the general mandate to allot, issue and deal with Shares granted to the Directors by resolution of the Shareholders passed at the extraordinary general meeting of the Company held on 17 November 2003. The Company confirmed that such general mandate has not been utilised as at the date of the Placing Agreement.

— 2 —

Conditions of the Placing

Completion of the Placing is conditional upon:

• (i) the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Placing Shares by 24 December 2003 or such other date as may be agreed by the Placing Agent and the Company;

• (ii) the Company obtaining all consents and approvals from the relevant authorities, if applicable; and

• (iii) the obligations of the Placing Agent becoming unconditional and not being terminated in accordance with the terms of the Placing Agreement, including provisions regarding force majeure event.

The Company will bear all the cost and expenses of approximately HK$1.8 million in relation to the Placing.

Termination and force majeure

The Placing Agreement may be terminated by the Placing Agent if at any time at or before 10:00 a.m. on the date for completion of the Placing Agreement, there occurs:

• (i) the introduction of any new law or regulation or any change in existing laws or regulations (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may, in the reasonable opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or

• (ii) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before and/or after the date hereof) of a political, military, financial, economic, currency (including a change in the system under which the value of the Hong Kong currency is linked to the currency of the United States of America) or other nature (whether or not sui generis with any of the foregoing), or in the nature of any local, national, international outbreak or escalation of hostilities or armed conflict, or affecting local securities market or the occurrence of any combination of circumstances which may, in the reasonable opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or adversely prejudices the success of the Placing of the Shares by potential investor(s) or otherwise makes it inexpedient or inadvisable for the Company or the Placing Agent to proceed with the Placing; or

• (iii) any change in market conditions or combination of circumstances in Hong Kong (including without limitation suspension or material restriction on trading in securities) occurs which affect the success of the Placing (such success being the placing of the Shares to potential investor(s)) or otherwise in the sole and absolute opinion of the Placing Agent make it inexpedient or inadvisable or inappropriate for the Company or the Placing Agent to proceed with the Placing.

The Directors are not aware of the occurrence of any of such events as at the date of this announcement. However, in case that the Placing Agreement has been terminated, a further announcement will be issued by the Company.

— 3 —

Completion of the Placing

Completion of the Placing is expected to take place on or before the third Business Day after the fulfillment of all the conditions set out in the Placing Agreement, that is on or before 24 December 2003, or such later date as may be agreed by the Company and the Placing Agent.

Reasons for the Placing

The Directors considered various ways of raising funds and consider that, after taking into account the dilution effect of both the previous placing as announced on 23 September 2003 and the Placing on the shareholding interest of the Shareholders in the Company (please refer to the following table regarding the net tangible assets per Share), the Placing represents an opportunity to raise capital for the Company while broadening the shareholder base and the capital base of the Company and therefore in the interests of the Company and its Shareholders as a whole.

In addition, given the existing market conditions in Hong Kong and the general economic environment, the Directors also consider that the timing of the Placing is appropriate and is also in the interests of the Company and its Shareholders as a whole.

The Directors consider that the benefit of the Placing outweighs the dilution effect of the Shareholdings as the net tangible asset per Share increases after the placements as illustrated below.

Unaudited net tangible asset value per Share after the placing announced Unaudited net tangible in September 2003 asset value per Share after and this Placing the placing announced (after adjusting for the in September 2003 effect of the net proceeds (after adjusting for the and the issue of placing shares Audited net tangible effect of the net proceeds as a result of the announced asset value per Share from such placing and the placing in September 2003 as at 31 March 2003 issue of placing shares) and the Placing) (approximately) (approximately) (approximately) HK$0.71 HK$0.78 HK$0.86

Note: The above calculation of net tangible asset value per shares has not taken into account the effect of the issue of 30,000,000 consideration shares pursuant to the transaction set out in the announcement dated 7 October 2003 as such transaction has not been completed as at the date of this announcement.

Use of net proceeds

The net proceeds of about HK$68.0 million from the Placing will be used for making future investments in waste incineration and processing business project in the PRC, including the formation of a joint venture. In the event that the formation of the JV does not proceed or no appropriate investment opportunity is identified by the Group, the net proceeds will be retained for general working capital purpose.

— 4 —

As disclosed in the Company’s circular dated 27 October 2003, the Group intends to participate in projects in waste incineration and processing business project in the PRC. The Group is currently contemplating with 中科實業集團 （控股）公司 (China Sciences Enterprise Group (Holding) Corporation), which is not a connected person as defined in the Listing Rule, in relation to the formation of the JV with a proposed investment amount (the registered capital) of approximately RMB100 million, of which it is proposed that the Company will pay for RMB90 million for the waste incineration and processing business project in Dongguan, the PRC. The Company intends to apply the net proceeds of the Placing of about HK$68 million, together with the remaining net proceeds of the placing as announced at 23 September 2003 of approximately HK$47.3 million, to pay the registered capital of the JV and the remaining balance as working capital of the Group. No terms and conditions or agreement have been finalized. The formation of the JV may or may not proceed. Further announcement will be made by the Company as and when appropriate.

Effect on Shareholding Structure

The existing shareholding structure of the Company and the shareholding structure of the Company upon issue of the Placing Shares are set out as below:

YSH Investments Limited_(Note 1) Highworth Venture Limited(Note 2)_ AWH Fund Ltd. Angola Group Placees Public Total	Existing issued share capital Number of % of issued Shares held shares held (approximately) 58,916,000 21.94 54,900,000 20.44 27,366,000 10.19 — — — — 127,378,000 47.43 268,560,000 100.00	After issue of the Placing Shares Number of % of issued Shares held shares held (approximately) 58,916,000 18.28 54,900,000 17.04 27,366,000 8.49 — — 53,712,000 16.67 127,378,000 39.52 322,272,000 100.00	Shareholding after completion of 10 PRC Projects as disclosed in the Company’s announcement dated 7 October 2003 and after issue of the Placing Shares	Shareholding after completion of 10 PRC Projects as disclosed in the Company’s announcement dated 7 October 2003 and after issue of the Placing Shares
			Number of % of issued Share held shares held (approximately) 58,916,000 16.72 54,900,000 15.58 27,366,000 7.77 30,000,000 8.52 53,712,000 15.25 127,378,000 36.16 352,272,000 100.00
				100.00

Note:

1. Mr. Lai Sai Sang, former chairman of the Company and existing director of subsidiaries of the Company, has a 90.4 per cent. beneficial interest in YSH Investments Limited.

2. Highworth Venture Limited is a company wholly owned by Mr. Hon Ming Kong, chairman and executive Director.

Application for listing

Application will be made by the Company to the Stock Exchange for the grant of the listing of, and permission to deal in, the Placing Shares.

— 5 —

General

The Group is principally engaged in electrical engineering contracting business, trading in electrical equipment and materials mainly in private sector in Hong Kong and the PRC and provision of corporate and business consultancy services, direct investments and securities brokerage services in Hong Kong. The Directors consider the terms of the Placing Agreement to be fair and reasonable and in the interests of the Company and the Shareholders as a whole. In addition, given the existing market conditions in Hong Kong and the general economic environment, the Directors also consider that the timing of the Placing is appropriate and is also in the interests of the Company and its Shareholders as a whole.

As mentioned in the 2003 annual report of the Company, the Group has evaluating investment opportunities in the PRC for environmental protection by using sophisticated technology to transform domestic waste into electricity power. The Directors believe that the investment in the waste incineration and processing business project in PRC can provide an excellent opportunity for the Company to diversify into a unique business with vast market potential. As at the date of this announcement, the Group is identifying the proposed investment in the waste incineration and processing business project in the major cities of the PRC.

The following table summarize the capital raising activities of the Group for the 12 months immediately before the date of this announcement:

				Actual use of net
Date of			Intended use of	proceeds as at the date
announcement	Event	Net proceeds	net proceeds	of this announcement
23 September 2003	Placing of	HK$51.1 million	Making of future	approximately
	44,760,000 Shares		investments, inter	HK$3.8 million was used
	at a price of		alia, the proposed	as operating expenses in
	HK$1.18 per Share		waste incineration	identifying the future
			and processing	investments, and the
			projects in PRC,	remaining balance of
			and working capital	approximately HK$47.3
				million is intended to pay
				up part of the registered
				capital of the JV and used
				as the working capital
				of the Group

At the time of placing taken place in September 2003, the Directors were of the view that the Group has sufficient funds to meet its working capital needs after such placing. Subsequently, the Company is contemplating the formation of the JV for the waste incineration and processing business project in Dongguan, the PRC and the Directors consider that further funds will be necessary for the development of the Group’s business and therefore intends to raise capital for the Group by way of the Placing.

The Directors confirm that depending on the procurement of the waste incineration and processing business projects, further funds may be required. The Company has not decided whether any further funds may be raised by way of placing in the near future. Further announcement will be made as and when appropriate.

— 6 —

Resumption of trading

At the request of the Company, trading in the Shares was suspended with effect from 9:30 a.m. on 28 November 2003 pending the publication of this announcement. Application has been made to the Stock Exchange for resumption of trading in the Shares with effect from 9:30 a.m. on 1 December 2003.

Terms and definitions

“Angola Group”	Angola Group Holdings Limited, a company incorporated in the British
	Virgin Islands with limited liability and beneficially owned by Yan Youlan,
	Xing Xiaolin, Jin Lijing and Chen Lei with each holding a 25% shareholding
	interest
“Board”	the board of Directors
“Business Day”	any day (excluding a Saturday) on which banks generally are open for
	business in Hong Kong
“Company”	Hong Tong Holdings Limited, a company incorporated in Cayman Islands
	with limited liability and the shares of which are listed on the Stock Exchange
“Director(s)”	director(s) of the Company
“Group”	the Company and its subsidiaries
“Hong Kong”	Hong Kong Special Administrative Region of the People’s Republic of China
“JV”	sino-foreign equity joint venture enterprises to be established in the PRC to
	be engaged in the business of the development, construction and management
	of the PRC project
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“Placees”	any individual(s), institutional or other professional investor(s) or any of
	their respective subsidiaries or associates to be procured by the Placing Agent
	to subscribe for any of the Placing Shares pursuant to the Placing Agent’s
	obligation hereunder
“Placing”	the placing of 53,712,000 new Shares pursuant to the terms of the Placing
	Agreement
“Placing Agent”	Kingston Securities Limited, a licensed corporation to carry on business in
	types 1, 4, 6, and 9 regulated activities (dealing in securities, advising on
	securities and corporate finance and asset management) under the Securities
	and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
“Placing Agreement”	a conditional placing agreement entered into between the Company and the
	Placing Agent dated 27 November 2003 in relation to the Placing
“Placing Price”	HK$1.30 per Placing Share

— 7 —

“Placing Shares” an aggregate of 53,712,000 Shares to be placed pursuant to the terms of the Placing Agreement

“PRC” the People’s Republic of China “PRC Project” waste incineration and processing business project in the PRC which involves the construction of incineration boilers and electricity generators as disclosed in the Company’s announcement dated 7 October 2003 “Shares” ordinary shares of HK$0.10 each in the share capital of the Company “Shareholder(s)” holders of the Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “HK$” Hong Kong dollars, the lawful currency of Hong Kong “RMB” Renminbi, the lawful currency of the PRC “%” per cent.

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

Hong Kong, 28 November 2003

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

— 8 —