Asia Television : MEMORANDUM OF UNDERSTANDING IN RELATION TO A PROPOSED ACQUISITION

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)

MEMORANDUM OF UNDERSTANDING

IN RELATION TO A PROPOSED ACQUISITION

This announcement is made by the Company pursuant to Rule 13.09(2) of the Listing Rules and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

On 6 September 2019 (after trading hours), the Company, as the Purchaser, entered into the MOU with the Vendor(s) in relation to the proposed acquisition of 30% equity of the Target. Based on preliminary information provided by the Vendor(s), the Target is a high-technology enterprise specializing in the mass production of nanofibers, and the Target has obtained two invention patents and more than ten utility model patents in the PRC.

To the best of the Directors' information and belief having made all r easonable enquiries, the Vendors are third parties independent of and not connected with the Company and its connected persons.

Under the MOU, the Vendors shall not directly or indirectly negotiate or agree with any other party relating to the Proposed Acquisition or do anything which is inconsistent with the Proposed Acquisition within the Exclusive Period.

The MOU does not create legally binding obligations on the parties in relation to the Proposed Acquisition but is legally binding as to such terms relating to the Exclusive Period and confidentiality. The Proposed Acquisition is subject to the negotiation and execution of a formal sale and purchase agreement between the parties.

The MOU shall terminate upon the earlier of: (i) expiry of the Exclusive Period, or (ii) execution of the formal sale and purchase agreement relating to the Proposed Ac quisition.

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As the MOU is not legally binding with regard to the Proposed Acquisition, it may or may not proceed. Shareholders and investors are advised to exercise caution when dealing in the Shares of the Company.

DEFINITIONS

In this announcement, unless the context otherwise requires, the expressions below have the following meanings:

"Board"	the board of Directors
"Company"	Asia Television Holdings Limited 亞洲電視控股有限公司, a
	company incorporated in Cayman Islands with limited liability,
	the Shares of which are listed on the Stock Exchange (Stock
	Code: 707)
"connected person(s)"	has the meaning ascribed to it under the Listing Rules
"Director(s)"	the director(s) of the Company
"Exclusive Period"	a period of 90 days from the date of the MOU
"Hong Kong"	Hong Kong Special Administrative Region of the People's
	Republic of China
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"MOU"	the memorandum of understanding dated 6 September 2019
	made between the Vendor(s) and the Purchaser
"PRC"	The People's Republic of China
"Proposed Acquisition"	the proposed acquisition of 30% equity of the Target
"Purchaser"	the Company
"Shareholder(s)"	the holder(s) of the Shares
"Share(s)"	ordinary share(s) of HK$0.1 each in the issued share capital of
	the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Target"	Hidetaka Nano Technology Co., Ltd.* 英鴻納米科技股份有限
	公司, a company incorporated in the PRC with limited liability

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"Vendors"	Vendor I is Cui Jianzhong*崔建中, the legal and beneficial owner of
	37.4361% equity in the Target; Vendor II is Wang Xiang*王翔, the
	legal and beneficial owner of 2.1107% equity in the Target; Vendor III
	is Cui Huimin*崔惠敏, the legal and beneficial owner of 1.6198%
	equity in the Target; Vendor IV is Cui Huilan*崔惠蘭, the legal and
	beneficial owner of 1.3641% equity in the Target; Vendor V is Kong
	Rui*孔銳, the legal and beneficial owner of 0.4263% equity in the
	Target; Vendor VI is Shi Hao*施灝, the legal and beneficial owner of
	0.1610% equity in the Target; Vendor VII is Xu Mingjun*徐銘鈞, the
	legal and beneficial owner of 0.1073% equity in the Target; Vendor
	VIII is Cui Jie*崔劼, the legal and beneficial owner of 0.0853% equity
	in the Target; Vendor IX is Dong Hongqing*董宏慶, the legal and
	beneficial owner of 0.0853% equity in the Target; Vendor X is Cai
	Zhengyu*蔡征宇, the legal and beneficial owner of 0.0426% equity in
	the Target; Vendor XI is Zhu Jianxin*朱建新, the legal and beneficial
	owner of 0.0426% equity in the Target; Vendor XII is Chen Haidong*
	陳 海 東 , the legal and beneficial owner of 0.4991% equity in the
	Target; Vendor XIII is Qian Jianjun*錢建軍, the legal and beneficial
	owner of 0.4669% equity in the Target; Vendor XIV is Ren Weimin*
	任 為 民 , the legal and beneficial owner of 0.1985% equity in the
	Target; Vendor XV is Zhu Min*朱民, the legal and beneficial owner
	of 0.1073% equity in the Target; Vendor XVI is Tianjin Huawen Times
	Technology Co., Ltd.*天津華文時代科技有限公司, the legal and
	beneficial owner of 1.7051% equity in the Target; Vendor XVII is
	Tianjin Wanyi Shengtai Technology Partnership (Limited
	Partnership)* 天津萬億盛泰科技合伙企業(有限合伙), the legal and
	beneficial owner of 0.9659% equity in the Target.
"%"	per cent.

By order of the Board

Asia Television Holdings Limited

Deng Junjie

Chairman

Hong Kong, 6 September 2019

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

* English names are only translation of their official Chinese names. In case of inconsistencies, the Chinese name shall prevail.

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