TNAG-1078-FCO40-1328-Policy-of-the-Hong-Kong-Government-on-television-services-1981 — Page 37

regard (inter alia) to the change in shareholding contemplated by this document, being obtained.

(a) RHK proposing and supporting the

appointment of such persons as may be nominated by CC as directors of RTV, and causing the appointment of such persons as may be nominated by CC as directors of HTL.

M

(e) RHK and RTV agreeing and obtaining the

agreement of the other chareholders

that in the event that it is necessary

at any time that RTV have a higher proportion of Hong Kong resident

! shareholders to comply with Government

and/or listing requirements then

RHK shall dispose of its shares first at fair value (the method of ascertaining such fair value to be further formally defined) and to such Hong Kong residents as CC shall

nominate.

(f)

(g)

Coopers and Lybrand giving a report to the reasonable satisfaction of CC that all of the financial conditions and financial warranties contained in this offer have been complied with.

CC obtaining the approval of the

Reserve Bank of Australia and the Australian Taxation Office to the acquisition of the shares and generally to the transactions hereby

contemplated.