TNAG-1078-FCO40-1328-Policy-of-the-Hong-Kong-Government-on-television-services-1981 — Page 34

1.

agrees:

Upon the terms hereinafter appearing CC

(a) to purchase that portion of the shares

which RHK holds in Rediffusion Television Limited ("RTV") which equals a 61.2% holding of the issued capital of RTV for a sum of Hong Kong Dollars Forty Million (HK$40,000,000) ̈

(RHK will retain the remainder of its shares in the issued capital of RTV)

and

(b) to purchase or procure a person to purchase from RHK the whole of the issued share capital of HTL for a sum of Hong Kong Dollars Eighty Million (HK$80,000,000)

and RHK agrees to sell or procure the sale of such shares. Completion of the sale and purchase of each parcel of shares is conditional upon completion of the sale and purchase of the other parcel of

shares.

2.

Settlement of the purchase of the shares shall occur sixty (60) days from the date hereof or earlier by mutual agreement of all the parties. Payment of the purchase price shall be made in full

on settlement.

3.

With effect from the date hereof RHK and HTL

agree to ensure that:-

(a) Coopers and Lybrand, Chartered

Accountants, for and on behalf of

1