Asia Television : CONNECTED TRANSACTION IN RELATION TO SUBSCRIPTION OF CONVERTIBLE BONDS UNDER SPECIFIC MANDATE - PHASE 1 COMPLETION

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.

ASIA TELEVISION HOLDINGS LIMITED

亞洲電視控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 707)

CONNECTED TRANSACTION IN RELATION TO

SUBSCRIPTION OF CONVERTIBLE BONDS

UNDER SPECIFIC MANDATE - PHASE 1 COMPLETION

Reference is made to the announcements of Asia Television Holdings Limited (the "Company") dated 24 September 2019, 7 November 2019 and 29 November 2019 and the circular of the Company dated 11 November 2019 (the "Circular") in relation to, among others, the Subscription. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Circular.

PHASE 1 COMPLETION OF THE SUBSCRIPTION

The Board is pleased to announce that all the conditions precedent set out in the Subscription Agreement (as amended and supplemented by a letter of confirmation dated 7 November 2019) have been fulfilled and Phase 1 Completion took place on 17 December 2019 in accordance with the terms and conditions of the Subscription Agreement, pursuant to which the Convertible Bonds in the principal amount of HK$200,000,000 have been allotted and issued by the Company to the Subscriber. Based on the initial Conversion Price, a maximum number of 2,000,000,000 new Shares shall be allotted and issued upon full exercise of the conversion rights attaching to the Convertible Bonds.

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EFFECT OF THE PHASE 1 COMPLETION ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

Assuming there is no other change to the total issued share capital of the Company, set out below are the shareholding structures of the Company (i) as at the date of this announcement; and (ii) immediately after Phase 1 Completion and assuming full conversion of the Convertible Bonds in principal amount of HK$200,000,000 at the initial Conversion Price:

			immediately after Phase 1
			Completion and assuming full
			conversion of the Convertible
			Bonds in principal amount of
	as at the date of this	HK$200,000,000 at the initial
	announcement	Conversion Price2
	Number of Shares	Approximate (%)	Number of Shares	Approximate (%)
The Subscriber1	1,556,010,000	20.95	3,556,010,000	37.73
Other public Shareholders	5,869,658,000	79.05	5,869,658,000	62.27
Total	7,425,668,000	100.00	9,425,668,000	100.00

Notes:

1. The Subscriber holds 20,622,000 Shares. Honghu Capital Co. Ltd holds 1,535,388,000 Shares and is wholly-owned by the Subscriber. Therefore, the Subscriber is beneficially interested in 1,556,010,000 Shares.
2. For illustration purpose only. The conversion rights attaching to the Convertible Bonds shall only be exercisable as long as it does not trigger a mandatory offer obligation under Rule 26 of the Takeovers Code on the part of the holders of the Convertible Bonds and any parties acting in concert with it (as defined under the Takeovers Code).

Further announcement(s) in respect of Phase 2 Completion will be made by the Company as and when appropriate.

By order of the Board

Asia Television Holdings Limited

Deng Junjie

Chairman

Hong Kong, 17 December 2019

As at the date of this announcement, the board of Directors comprises Mr. Deng Junjie, Mr. Wang Jiasi, Mr. Chan Wai Kit, Ms. Sun Tingting and Mr. Sze Siu Bun as executive Directors, Ms. Han Xingxing, Mr. Li Yu and Ms. Wong Chi Yan as independent non-executive Directors.

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