MAJOR AND CONNECTED TRANSACTION: KUNMING AIRPORT AGREEMENT - EXCLUSIVE CONCESSION RIGHTS FOR ADVERTISING AND MEDIA RESOURCES

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Asiaray Media Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

Asiaray Media Group Limited

雅 仕 維 傳 媒 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1993)

MAJOR AND CONNECTED TRANSACTION:

KUNMING AIRPORT AGREEMENT −

EXCLUSIVE CONCESSION RIGHTS FOR ADVERTISING AND

MEDIA RESOURCES

22 August 2019

		CONTENTS
			Pages
Definitions . . .	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I	-	Financial information of the Group . . . . . . . . . . . . . . . . . .	15
Appendix II	-	Unaudited Pro Forma
		Financial Information of the Group . . . . . . . . . . . . . . . .	17
Appendix III	-	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
Appendix IV	-	Valuation report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	32

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DEFINITIONS

In this circular, unless the context otherwise requires, the following words and expressions

have the following meanings:

"Asiaray China"	Asiaray China Media Limited, a company established
	in Samoa with limited liability on 11 May 1999 and
	wholly owned by Mr. Lam
"associates"	has the meaning ascribed to it under the Listing Rules
"Beijing Asiaray"	Beijing Asiaray Advertising Company Limited* (北京
	雅仕維廣告有限公司), a company established in the
	PRC with limited liability on 9 July 1998 and an
	indirect wholly-owned subsidiary of the Company
"Beijing Metro Line 14"	metro system in Beijing which has 37 stations,
	connecting the northeast and southwest Beijing with a
	total length of 47.3 km
"Beijing MTR"	北京京港地鐵有限公司 (Beijing MTR Corporation
	Limited*), a company established in the PRC with
	limited liability
"Billion China"	Billion China International Limited (億華國際有限公
	司), a company established in Samoa with limited
	liability on 8 August 2005 and wholly owned by Mr.
	Lam
"Board"	the board of Directors
"Business Day"	a day, other than a Saturday or Sunday or public
	holiday, on which commercial banks are generally
	open for normal banking business in Hong Kong
"Chairman"	the chairman of the Company
"Company"	Asiaray Media Group Limited, a company
	incorporated in the Cayman Islands with limited
	liability and the shares of which are listed on the Main
	Board of the Stock Exchange
"connected person(s)"	has the meaning ascribed to it under the Listing Rules
"Director(s)"	the director(s) of the Company

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	DEFINITIONS
"Genesis Printing"	Genesis Printing and Production Limited, a company
	incorporated in Hong Kong with limited liability on 8
	October 2007 and an indirect wholly-owned
	subsidiary of the Company
"Group"	the Company and its subsidiaries
"Hangzhou Metro Line 5"	the metro system in Hangzhou which has 38 stations
	and total length of 51.5 km
"High Speed Rail"	the 26-km long Hong Kong Section of the Guangzhou
	Shenzhen-Hong Kong Express Rail Link running from
	West Kowloon in Hong Kong to the boundary of Hong
	Kong and Shenzhen
"HKD"	Hong Kong dollars, the lawful currency of Hong
	Kong
"HKFRS"	Hong Kong Financial Reporting Standards
"Hong Kong"	Hong Kong Special Administrative Region of the PRC
"Hong Kong Asiaray"	Hong Kong Asiaray Advertising Limited (香港雅仕維
	廣告有限公司), a company incorporated in Hong Kong
	with limited liability on 31 October 1995, and an
	indirect wholly-owned subsidiary of the Company
"Hong Kong Warehouse A"	the premises situated at part of Workshop A on 9/F,
	and Car Parking Space C4 on G/F, Supreme Industrial
	Building, No. 15-17 Shan Mei Street, Shatin, New
	Territories, Hong Kong
"Hong Kong Warehouse B"	the premises situated at part of Workshop A on 9/F,
	Supreme Industrial Building, No. 15-17 Shan Mei
	Street, Shatin, New Territories, Hong Kong
"Independent Shareholders"	Shareholders other than the Subscriber and its
	associates
"Kunming Airport"	Kunming Changshui International Airport

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	DEFINITIONS
"Kunming Airport Agreement"	The exclusive concession rights agreement dated 9
	July 2019 entered into between Kunming Airport
	Company and Yunnan Airport Asiaray in relation to,
	among other things, the grant of the exclusive
	concession right to Yunnan Airport Asiaray to use and
	operate the advertising and media resources at
	Terminal 1 of Kunming Airport
"Kunming Airport Company"	昆明長水國際機場有限責任公司 (Kunming Changshui
	International Airport Limited Liability Company*), a
	company established in PRC on 11 April 2012 and is
	wholly owned by Yunnan Airport Company
"Latest Practicable Date"	22 August 2019, being the latest practicable date prior
	to the printing of this circular for the purpose of
	ascertaining certain information contained herein
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange
"Mr. Lam"	Lam Tak Hing, alias Vincent Lam, the executive
	Director, chairman, chief executive officer and
	controlling shareholder of the Company
"Peaky"	Peaky Limited, a company incorporated in Hong
	Kong with limited liability on 29 March 2011 and
	wholly owned by Mr. Lam
"PRC"	the People's Republic of China and for the purpose of
	this circular, excluding Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
"RMB"	Renminbi, the lawful currency of the PRC
"SFO"	Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
"Shanghai Asiaray"	上海雅仕維廣告有限公司 (Shanghai Asiaray Advertising
	Company Limited*), a company established in the PRC
	with limited liability on 27 April 1999 and an indirect
	wholly-owned subsidiary of the Company
"Share(s)"	ordinary share(s) of HKD0.10 each in the share capital
	of the Company

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