Tsun Yip Holdings Limited — M&A Activity 2011

Oct 26, 2011

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim 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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TSUN YIP HOLDINGS LIMITED 進業控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8356)

SECOND SUPPLEMENTAL AGREEMENT IN RELATION TO THE ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF XINHUA TV ASIA-PACIFIC OPERATING CO., LIMITED

Reference is made to the announcement of Tsun Yip Holdings Limited (the " Company ") dated 11 October 2011 (the " Announcement ") in relation to the acquisition of the entire issued share capital of Xinhua TV Asia-Pacific Operating Co., Limited. Capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement unless otherwise stated or the context requires otherwise.

The Board is pleased to announce that on 26 October 2011, the Company and the Vendors entered into a second supplemental agreement to the Acquisition Agreement whereby (i) Completion will be subject to a further condition precedent that a legal opinion has to be provided by the Vendors to the Company in respect of the validity and legality of the Television Broadcasting Right and the cooperation agreements entered into by the Target Group and China Xinhua NNC referred to in the Announcement; and (ii) the Consideration Shares and the Conversion Shares shall rank pari passu in all respects with the Shares then in issue on the date of allotment and issue thereof.

Completion of the Proposed Acquisition is subject to a number of conditions precedents, which may or may not be fulfilled. Shareholders and potential investors are advised to exercise caution when they deal in or contemplate dealing in the shares of the Company.

By Order of the Board Tsun Yip Holdings Limited Hui Chi Kwong Executive Director

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Hong Kong, 26 October 2011

As at the date of this announcement, the Board comprises the following Directors:

Executive directors: Kan Kwok Cheung Cheng Ka Ming, Martin Chia Thien Loong, Eric John Hui Chi Kwong

Independent non-executive directors: Chan Hon Yuen Chu Siu Lun, Ivan Hau Chi Kit

This announcement, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market (the “GEM”) of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The directors of the Company, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive and there are no other matters the omission of which would make any statement herein or this announcement misleading.

This announcement will remain on the GEM website at http://www.hkgem.com on the “Latest Company Announcements” page for at least seven days from the date of its posting and the Company’s website at http://www.tsunyip.hk.

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