Asia Television : (1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; (2) PROPOSED RE-ELECTION OF DIRECTORS; (3) CLOSURE OF REGISTER OF MEMBERS; AND (4) NOTICE OF ANNUAL GENERAL MEETING

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, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Asia Television Holdings Limited (the "Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.

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)

1. PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
2. PROPOSED RE-ELECTION OF DIRECTORS;
3. CLOSURE OF REGISTER OF MEMBERS; AND
4. NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at Studio No. 8, G/F., 33 Dai Shing Street, Tai Po Industrial Estate, Tai Po, New Territories, Hong Kong on Wednesday, 30 June 2021 at 11:30 a.m. is set out on pages 18 to 23 of this circular. A form of proxy for use at the annual general meeting is enclosed with this circular. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkex.com.hk.

Whether or not you are able to attend the annual general meeting, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and deposit the same at the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish.

29 April 2021

		CONTENTS
			Page
Definitions . . .	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General Mandate and Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Recommendation	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
General . .	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Miscellaneous . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I	-	Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix II	-	Details of Directors Proposed to be
		Re-electedat the AGM . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Notice of AGM	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

- i -

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have

the following meanings:

"AGM"	the annual general meeting of the Company to be
	convened and held Wednesday, 30 June 2021 at 11:30
	a.m. at Studio No. 8, G/F., 33 Dai Shing Street, Tai Po
	Industrial Estate, Tai Po, New Territories, Hong Kong
"Article(s)" or "Articles of	the articles of association of the Company
Association"
"associate(s)"	has the meaning ascribed to this term under the
	Listing Rules
"Board"	the board of Directors
"Company"	Asia Television Holdings Limited, a company
	incorporated in the Cayman Islands with limited
	liability and the issued Shares of which are listed on
	the main board of the Stock Exchange
"Director(s)"	the director(s) of the Company
"General Mandate"	the general mandate proposed to be granted to the
	Directors at the AGM to issue further new Shares not
	exceeding 20% of the issued share capital of the
	Company as at the date of granting of the general
	mandate
"Group"	the Company and all of its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Latest Practicable Date"	23 April 2021, being the latest practicable date prior to
	the printing of this circular for the purpose of
	ascertaining certain information contained in this
	circular
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange
"Nomination Committee"	The nomination committee of the Board
"Remuneration Committee"	The remuneration committee of the Board

- 1 -

	DEFINITIONS
"Repurchase Mandate"	the repurchase mandate proposed to be granted to the
	Directors at the AGM to repurchase up to 10% of the
	issued share capital of the Company as at the date of
	granting of the Repurchase Mandate
"SFO"	the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong)
"Share(s)"	ordinary share(s) of HK$0.10 each in the share capital
	of the Company
"Shareholder(s)"	holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Hong Kong Code on Takeovers and Mergers
"HK$"	Hong Kong dollars, the lawful currency of Hong
	Kong
"%"	per cent.

- 2 -

LETTER FROM THE BOARD

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)
Executive Directors:	Registered office:
Mr. Leong Wei Ping	Cricket Square
Mr. Chan Wai Kit	Hutchins Drive
Mr. Sze Siu Bun	P.O. Box 2681
Ms. Sun Tingting	Grand Cayman
	KY1-1111
Non-executive Directors:	Cayman Islands
Mr. Deng Junjie (Co-Chairman)
Dato' Sri Lai Chai Suang (Co-Chairman)	Head office and principal place of
Mr. Andy Yong Kim Seng	business in Hong Kong:
	Room 903, 9/F., Tower A
Independent non-executive Directors:	New Mandarin Plaza
Ms. Han Xingxing	14 Science Museum Road
Mr. Li Yu	Tsim Sha Tsui East
Ms. Wong Chi Yan	Kowloon, Hong Kong

Mr. Lee Cheung Yuet Horace

29 April 2021

To the Shareholders

Dear Sir or Madam,

1. PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
2. PROPOSED RE-ELECTION OF DIRECTORS;
3. CLOSURE OF REGISTER OF MEMBERS; AND
4. NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

At the forthcoming AGM, resolutions will be proposed to seek the Shareholders' approval for, among other things, (i) the granting of the General Mandate and the Repurchase Mandate to the Directors; and (ii) the re-election of Directors.

- 3 -

LETTER FROM THE BOARD

The purpose of this circular is to provide you with information relating to the resolutions to be proposed at the AGM for the granting of the General Mandate and the Repurchase Mandate, the re-election of Directors and the notice of the AGM.

GENERAL MANDATE AND REPURCHASE MANDATE

At the AGM, the Directors propose to seek the approval of the Shareholders to grant to the Directors the General Mandate and the Repurchase Mandate.

General Mandate

At the AGM, an ordinary resolution will be proposed such that the Directors be given an unconditional general mandate (i.e. the General Mandate) to allot, issue and deal with unissued Shares or underlying shares of the Company (other than by way of rights or pursuant to a share option scheme for employees of the Company or Directors and/or any of its subsidiaries or pursuant to any scrip dividend scheme or similar arrangements providing for the allotment and issue of Shares in lieu of whole or part of the dividend on Shares in accordance with the Articles of Association) or make or grant offers, agreements, options and warrants which might require the exercise of such power, of an aggregate nominal amount of up to 20% of the issued Shares as at the date of granting of the General Mandate.

In addition, a separate ordinary resolution will further be proposed for extending the General Mandate authorising the Directors to allot, issue and deal with Shares to the extent of the Shares repurchased pursuant to the Repurchase Mandate. Details on the Repurchase Mandate are further elaborated below.

As at the Latest Practicable Date, the Company has an aggregate of 9,925,668,000 Shares in issue. Subject to the passing of the resolution for the approval of the General Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the General Mandate to allot, issue and deal with a maximum of 1,985,133,600 Shares.

Repurchase Mandate

At the AGM, an ordinary resolution will also be proposed such that the Directors be given an unconditional general mandate to repurchase Shares (i.e. the Repurchase Mandate) on the Stock Exchange of an aggregate amount of up to 10% of the issued share capital of the Company as at the date of granting of the Repurchase Mandate.

Subject to the passing of the resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 992,566,800 Shares.

- 4 -

LETTER FROM THE BOARD

The General Mandate (including the extended General Mandate) and the Repurchase Mandate shall continue to be in force during the period from the date of passing of the resolutions for the approval of the General Mandate (including the extended General Mandate) and the Repurchase Mandate up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association, the Companies Law (Law 3 of 1961, as consolidated and revised) or any applicable laws of the Cayman Islands to be held; or (iii) the revocation or variation of the General Mandate (including the extended General Mandate) or the Repurchase Mandate (as the case may be) by ordinary resolution of the Shareholders in general meeting, whichever occurs first.

An explanatory statement in connection with the Repurchase Mandate as required by the Listing Rules is set out in Appendix I to this circular. The explanatory statement contains all the requisite information required under the Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against the resolution approving the Repurchase Mandate.

RE-ELECTION OF DIRECTORS

In accordance with Article 87(1) and (2), Mr. Chan Wai Kit, Mr. Sze Siu Bun, Mr. Deng Junjie and Ms. Wong Chi Yan will also retire from the Board at the AGM, being eligible, will offer themselves for re-election at the AGM.

Procedure and Process for Nomination of Directors

The Nomination Committee will recommend to the Board for the appointment of a Director including an independent non-executive Director in accordance with the following procedures and process:

The Board should have a balance of skills, experience and diversity of perspectives appropriate to the requirements of the Company's business. To ensure changes to the Board composition can be managed without undue disruption, there should be a formal, considered and transparent procedure for selection, appointment and re-appointment of Directors, as well as plans in place for orderly succession (if considered necessary), including periodical review of such plans. The appointment of a new Director (to be an additional Director or fill a casual vacancy as and when it arises) or any re-appointment of Directors is a matter for decision by the Board upon the recommendation of the proposed candidate by the Nomination Committee.

- 5 -

LETTER FROM THE BOARD

The criteria to be applied in considering whether a candidate is qualified shall be his or her ability to devote sufficient time and attention to the affairs of the Company and contribute to the diversity of the Board as well as the effective carrying out by the Board of the responsibilities which, in particular, are set out as follows:

1. participating in Board meetings to bring an independent judgment on issues of strategy, policy, performance, accountability, resources, key appointments and standards of conducts;
2. taking the lead where potential conflicts of interests arise;
3. serving on the Audit Committee, the Remuneration Committee and the Nomination Committee (in the case of candidate for non-executive Director) and other relevant Board committees, if invited;
4. bringing a range of business and financial experience to the Board, giving the Board and any Committees on which he or she serves the benefit of his or her skills, expertise, and varied backgrounds and qualifications and diversity through attendance and participation in the Board/committee meetings;
5. scrutinising the Company's performance in achieving agreed corporate goals and objectives, and monitoring the reporting of performance;
6. ensuring the Committees on which he or she serves to perform their powers and functions conferred on them by the Board; and
7. conforming to any requirement, direction and regulation that may from time to time be prescribed by the Board or contained in the constitutional documents of the Company or imposed by legislation or the Listing Rules on the Stock Exchange, where appropriate.

If the candidate is proposed to be appointed as an independent non-executive Director, his or her independence shall be assessed in accordance with, among other things, the factors as set out in Rule 3.13 of the Listing Rules, subject to any amendments as may be made by the Stock Exchange from time to time. Where applicable, the totality of the candidate's education, qualifications and experience shall also be evaluated to consider whether he or she has the appropriate professional qualifications or accounting or related financial management expertise for filling the office of an independent non-executive Director with such qualifications or expertise as required under Rule 3.10(2) of the Listing Rules.

- 6 -

LETTER FROM THE BOARD

Recommendation of the Nomination Committee

The Nomination Committee had assessed and reviewed the annual written confirmation of independence of each of the independent non-executive Directors for the year ended 31 December 2020, based on the independence criteria as set out in Rule 3.13 of the Listing Rules and confirmed that all of them, including Ms. Wong Chi Yan remain independent. In addition, the Nomination Committee had evaluated the performance of each of the retiring Directors for the year ended 31 December 2020 and found their performance satisfactory. As a result, with the recommendation of the Nomination Committee, the Board has proposed that all the retiring Directors, namely Mr. Chan Wai Kit, Mr. Sze Siu Bun, Mr. Deng Junjie and Ms. Wong Chi Yan stand for re-election as Directors at the AGM. As a good corporate governance practice, each of the retiring Directors abstained from voting at the relevant Board meeting on the respective propositions of their recommendations for re-election by the Shareholders at the AGM.

Details of the retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix II to this circular pursuant to Rule 13.74 of the Listing Rules.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Friday, 25 June 2021 to Wednesday, 30 June 2021 (both days inclusive), during which period no transfer of Shares can be registered.

In order to qualify for attending and voting at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Thursday, 24 June 2021.

AGM AND PROXY ARRANGEMENT

A notice convening the AGM to be held Wednesday, 30 June 2021 at 11:30 a.m. is set out on pages 18 to 23 of this circular. Ordinary resolutions will be proposed at the AGM to approve, among other things, (i) the granting of the General Mandate (including the extended General Mandate, and the Repurchase Mandate; and (ii) the re-election of Directors.

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published at the website of the Stock Exchange at www.hkex.com.hk. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

- 7 -

LETTER FROM THE BOARD

All the resolutions proposed to be approved at the AGM will be taken by poll pursuant to Rule 13.39(4) of the Listing Rules and an announcement will be made by the Company after the AGM on the results of the AGM under Rule 13.39(5) of the Listing Rules.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors consider the proposed grant of the General Mandate (including the extended General Mandate) and the Repurchase Mandate and the proposed re-election of Directors are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

GENERAL

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the AGM.

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully

For and on behalf of the Board of

Asia Television Holdings Limited

Deng Junjie

Co-Chairman and non-executive Director

- 8 -

APPENDIX I	EXPLANATORY STATEMENT

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate.

1. REPURCHASE OF SECURITIES FROM CONNECTED PARTIES

The Listing Rules prohibit the Company from knowingly purchasing its securities on the Stock Exchange from a "connected person", that is, a director, chief executive or substantial shareholder of the Company or any of its subsidiaries or their respective associates (as defined in the Listing Rules) and a connected person is prohibited from knowingly selling to the Company his/her/its securities of the Company.

No connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company nor has any such connected person undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is passed.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 9,925,668,000 fully paid Shares.

Subject to the passing of the proposed resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased by the Company prior to the AGM and the issued share capital of the Company remain unchanged at the date of the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 992,566,800 fully paid Shares, representing 10% of the issued share capital of the Company as at the date of passing of the resolution.

3. REASONS FOR THE REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets per Share and/or earnings per Share and will only be made when the Directors believe that a repurchase will benefit the Company and the Shareholders as a whole.

- 9 -

APPENDIX I	EXPLANATORY STATEMENT

4. FUNDING OF REPURCHASES

Repurchases would be funded entirely from the Company's available cash flow or working capital facilities which will be funds legally available under the Cayman Islands law and the memorandum of association of the Company and the Articles of Association and for such purpose.

An exercise of the Repurchase Mandate in full may have a material adverse impact on the working capital and gearing position of the Company compared with those as at 31 December 2020, being the date of its latest published audited consolidated accounts. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.

The Company may not repurchase the shares for a consideration other than cash or the settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

5. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the previous twelve calendar months immediately prior to the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2020
April	0.067	0.031
May	0.052	0.036
June	0.075	0.046
July	0.090	0.053
August	0.060	0.035
September	0.063	0.040
October	0.045	0.024
November	0.031	0.018
December	0.067	0.026
2021
January	0.060	0.040
February	0.050	0.038
March	0.042	0.036
April (up to the Latest Practicable Date)	0.049	0.037

- 10 -

APPENDIX I	EXPLANATORY STATEMENT

6. DISCLOSURE OF INTERESTS AND MINIMUM PUBLIC HOLDING

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, their associates, have any present intention to sell to the Company or its subsidiaries any of the Shares in the Company if the Repurchase Mandate is approved at the AGM.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and applicable laws of the Cayman Islands.

If a Shareholder 's proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, the following Shareholders are interested in more than 10% of the Shares then in issue:

		Number of	Percentage
Name	Note	Shares	holding
China Special Economic Zone
Development Limited ("CSEZD")	1	1,815,000,000 (L)	18.29%

• denotes long position.
  Note:

• CSEZD is an investment holding company incorporated under the laws of Hong Kong, 100% of the issued share capital is directly held by Build Rise Capital Group Limited ("Build Rise"), a company incorporated in Republic of Seychelles, is wholly-owned by Mr. Ma Fai ("Mr. Ma"). Accordingly, Build Rise are Mr. Ma are deemed to be interested in the 1,815,000,000 Shares held by CSEZD by virtue of the Securities and Futures Ordinance.

- 11 -

APPENDIX I	EXPLANATORY STATEMENT

In the event that the Directors exercise in full the power to repurchase Shares in accordance with the Repurchase Mandate, the total interests of the above Shareholders in the Shares would be increased to:

	Percentage
Name	holding
CSEZD	20.32%

On the basis of the current shareholdings of the above Shareholders, an exercise of the Repurchase Mandate in full will not result in him/her becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code.

The Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in a requirement of the above Shareholders, or any other persons to make a mandatory offer under the Takeovers Code or the number of Shares in the hands of the public falling below the prescribed minimum percentage of 25%.

Save as disclosed above, the Directors are currently not aware of any consequences which will arise under the Takeovers Code as a result of any repurchase made under the Repurchase Mandate.

At as the Latest Practicable Date, the Directors have no intention to exercise any of the Repurchase Mandate.

7. SHARES REPURCHASE MADE BY THE COMPANY

The Company had not purchased any of its Shares (whether on the Stock Exchange or otherwise) during the previous six months immediately prior to the Latest Practicable Date.

- 12 -

APPENDIX II	DETAILS OF DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE AGM

Details of the Directors who will retire from office at the AGM and being eligible, will offer themselves for re-election at the AGM, are set out below:

1. Mr. Chan Wai Kit ("Mr. Chan")

Mr. Chan, aged 38, is currently an executive Director of the Company. He joined the Group on 27 November 2018. He holds a Bachelor Degree in Information Systems and a Master Degree of Accounting from Curtin University of Technology, Australia. He has been appointed as a committee member of the 9th Committee of Maoming City of The Chinese People's Political Consultative Conference since January 2017. He has extensive experience in information technology, accounting, finance, corporate governance, strategic planning, as well as merger and acquisition. He is also a non-executive director of Evershine Group Holdings Limited (stock code: 8022), a company listed on the GEM of the Stock Exchange. He is currently as an executive director of Yong Tai Berhad (Bursa Malaysia Securities Berhad, stock code: 7066). Mr. Chan was an executive director of Aurum Pacific (China) Group Limited (stock code: 8148), a company listed on the GEM of Stock Exchange from October 2014 to November 2018. He was the chairman and executive director of PPS International (Holdings) Limited (stock code: 8201), a company listed on the GEM of the Stock Exchange from June 2015 to July 2016. He was also an executive director of Green Energy Group Limited (stock code: 979), a company listed on the Main Board of the Stock Exchange from February 2017 to July 2017. He was also an executive director of Elegance Optical International Holdings Limited (stock code: 907), a company listed on the Main Board of the Stock Exchange from May 2017 to April 2018. He was also an independent non-executive director of Huiyin Holdings Group Limited (stock code: 1178), a company listed on the Main Board of the Stock Exchange from December 2017 to October 2018. He was also an independent non-executive director of Ding He Mining Holdings Limited (a company previously listed on the Main Board of the Stock Exchange and subsequently delisted in January 2020), from January 2018 to July 2018.

Mr. Chan has entered into a service agreement with the Company for an initial term of two years commencing on 27 November 2018. The appointment will be renewable automatically for successive term of one year only commencing from the next date after the expiry of the then current term of his appointment unless terminated by either party giving not less than one month's prior notice in writing to the other. Mr. Chan is entitled to a director 's remuneration of HK$720,000.00 per annum, which was determined by the Board and the Remuneration Committee with reference to his duties and responsibilities with the Company.

As at the Latest Practicable Date, Mr. Chan does not have any interest in the Shares of the Company or any of its associated corporations within the meaning of Part XV of SFO. Save as disclosed above, Mr. Chan has not held any other directorship in public companies listed in Hong Kong or any other major exchanges in the last three years preceding the Latest Practicable Date.

- 13 -

APPENDIX II	DETAILS OF DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE AGM

Save as disclosed above, as at the Latest Practicable Date, Mr. Chan does not hold any other positions in the Company or its subsidiaries; and does not have any other relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

There are no other matters or information in relation to Mr. Chan that need to be brought to the attention of the Shareholders or to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.

1. Mr. Sze Siu Bun ("Mr. Sze")

Mr. Sze, aged 53, is currently an executive Director of the Company. He has about 22 years' experience in printing and dyeing industry. He has joined the Group since 2005. He is involved in the overall management of the Group and is responsible for overseeing daily management of the Group.

Mr. Sze presently holds directorships in some of the subsidiaries of the Group. Save as disclosed herein, Mr. Sze did not hold any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years.

Mr. Sze has no fixed term of service with the Company as an executive Director but will be subjected to retirement and re-election by shareholders at general meetings of the Company in accordance with Articles. Mr. Sze is entitled to a sum of HK$600,000 per annum as the Director 's remuneration, which is determined by the Board with reference to his duties and responsibilities with the Company.

Mr. Sze does not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, Mr. Sze does not have any interest in the shares of the Company or any of its associated corporations within the meaning of Part XV of SFO.

There are no other matters or information in relation to Mr. Sze that need to be brought to the attention of the Shareholders or to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.

- 14 -

APPENDIX II	DETAILS OF DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE AGM

1. Mr. Deng Junjie ("Mr. Deng")

Mr. Deng, aged 50, is currently the Co-Chairman of the Board and a non-executive Director of the Company. Mr. Deng joined the Group in June 2018 and re-designated from an executive Director to a non-executive Director, with effect from 9 June 2020. He is also the chairman of the board of directors of Honghu Capital Co. Ltd. ("Honghu Capital"), a chairman of a number of companies in the PRC and the director of certain subsidiaries of the Company. He was also the chairman, an executive director and the chairman of the nomination committee of China Water Industry Group Limited (stock code: 1129), a company listed on the Main Board of the Stock Exchange, from 21 April 2017 to 4 September 2018. He possesses over 25 years of experiences in industrial sector, involving real estates, environmental protection, culture, aviation and other fields. He specialises in the formulation and development of corporate strategic planning, corporate management and daily operations. Furthermore, with over 15 years of experiences in financial investment and capital operation, Mr. Deng is well versed with the financial markets and capital markets domestically and overseas, in addition to relevant laws and regulations. He has a keen insight and judgment on markets and comparatively strong risk control capability that enable him to seize investment and profit opportunities by taking the lead in several mergers, acquisitions and restructuring projects in the PRC and abroad. Mr. Deng Rongjie, the director of certain subsidiaries of the Company, who is the brother of Mr. Deng.

Mr. Deng presently holds directorships in some of the subsidiaries of the Company. Save as disclosed herein, Mr. Deng has not held any other directorships in public companies listed in Hong Kong or any other major exchanges in the last three years preceding the Latest Practicable Date.

As at the Latest Practicable Date, Mr. Deng held 151,000,000 shares as beneficial owner. Honghu Capital owned 770,084,000 shares, representing approximately 7.76% of the issued share capital of the Company. Honghu Capital is wholly and beneficially owned by Mr. Deng.

Mr. Deng has entered into a letter of appointment with the Company for an initial term of two years commencing on 9 June 2020. Mr. Deng will be subject to retirement by rotation and re-election every three years at the annual general meetings of the Company in accordance with article 87 of the Company's articles of association. The appointment will be renewable automatically for successive term of one year only commencing from the next date after the expiry of the then current term of his appointment unless terminated by either party giving not less than three months' prior notice in writing to the other. Mr. Deng is entitled to a director 's remuneration of HK$960,000.00 per annum, which was determined by the Board and the remuneration committee of the Board with reference to his duties and responsibilities with the Company.

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APPENDIX II	DETAILS OF DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE AGM

Save as disclosed above, Mr. Deng does not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company. Save as disclosed above, Mr. Deng does not have any interest in the Shares of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date.

There are no other matters or information in relation to Mr. Deng that need to be brought to the attention of the Shareholders or to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.

1. Ms. Wong Chi Yan ("Ms. Wong")

Ms. Wong, aged 39, is currently an independent non-executive Director, the chairman of the Audit Committee and a member of the Nomination Committee and Remuneration Committee. Ms. Wong joined the Group in January 2019. Ms. Wong holds a Bachelor of Business Administration degree in Accounting awarded by Hong Kong Baptist University and a Master of Laws in International Corporate and Financial Law awarded by The University of Wolverhampton, the United Kingdom. She is an associate member of the Hong Kong Institute of Certified Public Accountants, and an associate member of the Hong Kong Institute of Chartered Secretaries and the Institute of Chartered Secretaries and Administrators. Ms. Wong has extensive experiences in auditing, accounting and financing as well as merger and acquisition. Ms. Wong is currently an independent non-executive director of each of Success Dragon International Holdings Limited (stock code: 1182) and Bay Area Gold Group Limited (Stock Code: 1194), companies listed on the Main Board of the Stock Exchange. She has been appointed as an independent non-executive director of Pak Wing Group (Holdings) Limited (stock code: 8316), a company listed on the GEM of the Stock Exchange, with effect from 20 January 2021. Ms. Wong is also the company secretary and authorised representative of China Properties Investment Holdings Limited (stock code: 736), a company listed on the Main Board of the Stock Exchange. Ms. Wong served as an executive director of Elegance Optical International Holdings Limited, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 907), from February 2017 to October 2018, the company secretary of the same company from March 2017 to September 2017 and an authorised representative of the same company from March 2017 to October 2018. She was also an executive director of Century Group International Holdings Limited (stock code: 2113), from October 2017 to June 2018, a company listed on the Main Board of the Stock Exchange. She was an independent non-executive director of Ding He Mining Holdings Limited, from January 2018 to July 2018 (a company previously listed on the Main Board of the Stock Exchange and subsequently delisted in January 2020). She was an independent non-executive director of Tech Pro Technology Development Limited, from March 2017 to February 2019 (a company previously listed on the Main Board of the Stock Exchange and subsequently delisted in February 2020). She was an independent non-executive director of Huiyin Holdings Group Limited (stock code: 1178), from October 2017 to June 2020, a company listed on the Main Board of the Stock Exchange. She was also the company secretary and authorised representative of Flyke International Holdings Ltd. (a company previously listed on the Main Board of the Stock Exchange and subsequently delisted in January 2021), from March 2017 to December 2020. She was also the company secretary of Goldway Education Group Limited (stock code: 8160), a company listed on the GEM of the Stock Exchange from October 2018 to May 2019.

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APPENDIX II	DETAILS OF DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE AGM

Save as disclosed above, Ms. Wong does not hold any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years.

Ms. Wong has been appointed by the Company by way of a letter of appointment for an initial term of two years commencing on 31 January 2019. The appointment will be renewable automatically for successive terms of one year each commencing from the next date after the expiry of the then current term of his appointment unless terminated by either party giving not less than one month's prior notice in writing to the other. Pursuant to the letter of appointment, Ms. Wong is entitled to an annual director 's fee of HK$180,000. The director 's fee for Ms. Wong was determined based on the amounts of director 's fees payable to other independent non-executive Directors and the prevailing market level of remuneration for a similar position.

As at the Latest Practicable Date, Ms. Wong does not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, Ms. Wong does not have any other interest in the Shares of the Company within the meaning of Part XV of the SFO.

There are no other matters or information in relation to Ms. Wong that need to be brought to the attention of the Shareholders or to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.

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NOTICE OF AGM

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)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of Asia Television Holdings Limited (the "Company") will be held at Studio No. 8, G/F., 33 Dai Shing Street, Tai Po Industrial Estate, Tai Po, New Territories, Hong Kong on Wednesday, 30 June 2021 at 11:30 a.m. for the following purposes:

AS ORDINARY RESOLUTIONS:

1. To receive and approve the audited consolidated financial statements and the reports of the directors (the "Directors") and auditors of the Company for the year ended 31 December 2020;
2. (a) To re-elect Mr. Chan Wai Kit as executive Director;
3. 1. To re-elect Mr. Sze Siu Bun as executive Director;
   2. To re-elect Mr. Deng Junjie as non-executive Director;
   3. To re-elect Ms. Wong Chi Yan as independent non-executive Director;
4. To authorise the board of Directors (the "Board") to fix the Directors' remuneration;
5. To re-appoint Crowe (HK) CPA Limited as the auditors of the Company and to authorise the Board to fix their remuneration;

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NOTICE OF AGM

5. To, as special business, consider and, if thought fit, pass the following resolution as an ordinary resolution:

"THAT:

1. subject to paragraph (c) below, pursuant to the Rules (the "Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with unissued shares of the Company (the "Shares") and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
3. the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the existing share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time, shall not exceed the aggregate of:
4. 1. 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution; and
   2. (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the nominal amount of any share capital of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of resolution no. 6),

and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

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NOTICE OF AGM

1. for the purposes of this resolution:
   "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general

meeting of the Company is required by the articles of association of the Company, the Companies Law (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (the "Companies Law") or any other applicable laws of Cayman Islands to be held; and

1. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;

"Rights Issue" means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong)."

6. To, as special business, consider and, if thought fit, pass the following resolution as an ordinary resolution:

"THAT:

1. the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to purchase the Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange, the Companies Law and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

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NOTICE OF AGM

1. the aggregate nominal amount of Shares which may be purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
2. for the purposes of this resolution, "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
3. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Law or any other applicable laws of Cayman Islands to be held; and
   3. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution."

7. To, as special business, consider and, if thought fit, pass the following resolution as an ordinary resolution:

"THAT the Directors be and they are hereby authorised to exercise the authority referred to in paragraph (a) of resolution no. 5 above in respect of the share capital of the Company referred to in sub-paragraph (bb) of paragraph (c) of such resolution."

	Yours faithfully
	For and on behalf of
	the board of directors of
	Asia Television Holdings Limited
	Deng Junjie
	Co-Chairman & non-executive Director
Hong Kong, 29 April 2021
Registered office:	Head office and principal place of
Cricket Square	business in Hong Kong:
Hutchins Drive	Room 903, 9/F., Tower A
P.O. Box 2681	New Mandarin Plaza
Grand Cayman	14 Science Museum Road
KY1-1111	Tsim Sha Tsui East, Kowloon
Cayman Islands	Hong Kong

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NOTICE OF AGM

Notes:

1. A member entitled to attend and vote at the annual general meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the annual general meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.
2. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the offices of the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time for holding the annual general meeting or any adjournment thereof. Completion and return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the annual general meeting or any adjournment thereof, should he so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.
3. The register of members of the Company will be closed from Friday, 25 June 2021 to Wednesday, 30 June 2021 (both days inclusive), during which period no transfer of Shares will be registered. In order to qualify for exercising the voting rights of shareholders of the Company at the annual general meeting, all transfers accompanied by the relevant share certificate(s), must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, not later than 4:30 p.m. on Thursday, 24 June 2021.
4. In relation to proposed resolutions nos. 5 and 7 above, approval is being sought from the shareholders for the grant to the Directors of a general mandate to authorize the allotment and issue of shares of the Company under the Listing Rules. The Directors have no immediate plans to issue any new shares of the Company other than Shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme which may be approved by shareholders.
5. In relation to proposed resolution no. 6 above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase Shares in circumstances which they deem appropriate for the benefit of the shareholders of the Company. An explanatory statement containing the information necessary to enable the shareholders to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix I to this circular.
6. If tropical cyclone warning signal no. 8 or above is hoisted or "extreme conditions" caused by super typhoons or a black rainstorm warning signal is in force at 8:00 a.m. on Wednesday, 30 June 2021, the meeting will be postponed and further announcement for details of alternative meeting arrangements will be made. The meeting will be held as scheduled even when tropical cyclone warning signal no. 3 or below is hoisted, or an amber or red rainstorm warning signal is in force. You should make your own decision as to whether you would attend the meeting under bad weather conditions and if you should choose to do so, you are advised to exercise care and caution.

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NOTICE OF AGM

In response to the current situation of the novel coronavirus infection in Hong Kong, the following measures will be taken at the AGM:

1. Entry to the AGM venue will only be allowed to Shareholder or proxy who does not have any symptoms of the novel coronavirus, including runny nose, headache, cough, sore throat, and fever, and has passed temperature test;
2. No entry will be allowed to any Shareholder or proxy who is subject to mandatory quarantine order imposed by the Government;
3. All Shareholders and proxies allowed to enter the AGM venue must properly wear surgical face masks at all times until after they have left the venue; and
4. No refreshments will be served.

To further reduce the risk of the novel coronavirus spreading at the AGM by limiting the number of attendees, Shareholders are strongly encouraged to consider appointing Chairman of the AGM as their proxy to vote on the resolutions for them.

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