Asia Television : VOLUNTARY ANNOUNCEMENT IN RELATION TO STRATEGIC FRAMEWORK COOPERATION AGREEMENT

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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)

VOLUNTARY ANNOUNCEMENT

IN RELATION TO

STRATEGIC FRAMEWORK COOPERATION AGREEMENT

This announcement is made by Asia Television Holdings Limited (the "Company", together with its subsidiaries, the "Group") on a voluntary basis.

STRATEGIC FRAMEWORK COOPERATION AGREEMENT

The board (the "Board") of directors (the "Directors") of the Company is pleased to announce that on 13 April 2021 (after trading hours), Asia Television Digital Media Limited ("ATVDM"), a wholly-owned subsidiary of the Company, entered into a non-legallybinding strategic framework cooperation agreement (the "Strategic Framework Cooperation Agreement") with Social Face HK Limited ("Social Face").

Pursuant to the Strategic Framework Cooperation Agreement, both parties intend to carry out all-round cooperation in areas such as empowerment of artificial intelligence algorithm and innovation and upgrading the content of platform. The specific cooperation contents include:

1. Both parties cooperate to formulate a strategy for rapid traffic growth of platform and build an artificial intelligence algorithm quasi-marketing ecosystem;
2. Both parties agree to conduct in-depth cooperation in the fields of virtual artist IP incubation and virtual host direct marketing, and jointly invest in manpower, technology, channels and resources, and are committed to creating an intelligent boutique IP matrix;
3. Both parties agree to jointly carry out application cooperation and service operations in innovative areas such as VR live broadcast, immersive holographic imaging exhibition, and holographic online concert, and strive to build a boutique platform and improve user experience; and
4. Both parties agree to cooperate in various aspects such as resources and technology, jointly participate in the ecological incubation of artificial intelligence, and promote the all-round development of artificial intelligence technology in the media industry (collectively, the "Businesses").

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To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, Social Face and their respective ultimate beneficial owner(s) are third parties independent of the Company or any of their subsidiaries or any of their respective directors, chief executive or substantial shareholder or any of their respective associates (has the meaning ascribed thereto under the Listing Rules). Before the implementation of this project, both parties need to obtain all necessary approvals from the Company's internal and relevant regulatory agencies (if any). Subject to the execution of a final set of documents (the "Final Agreement"), ATVDM is desirous to collaborate with Social Face to engage in the Businesses.

The parties agree that the Strategic Framework Cooperation Agreement shall be valid for six

1. months (the "Validity Period") from the date of execution. Any of the parties has the right to notice the other party for renewal one month before the Validity Period, otherwise the Strategic Framework Cooperation Agreement will be automatically terminated upon expiration.

Save for the terms in relation to, among others, confidentiality contained in the Strategic Framework Cooperation Agreement, the Strategic Framework Cooperation Agreement is not legally binding. Details of the co-operation, the specific terms and the consideration of the Businesses will be determined by the parties after further negotiations and signing of the Final Agreement.

REASONS AND BENEFITS FOR THE STRATEGIC FRAMEWORK COOPERATION AGREEMENT

The Group is principally engaged in four major business streams including (i) processing, printing and sales of finished fabrics and subcontracting services and the trading of fabric and clothing business; (ii) money lending business; (iii) securities investment and broker service business; and (iv) media, cultural and entertainment business.

Based on the information provided by Social Face, Social Face is a new -generation artificial intelligence technology and innovation enterprise located in Hong Kong/Shenzhen in the Greater Bay Area. Social Face applies advanced face recognition big data analysis, scene learning, person recognition and other multiple artificial intelligence technologies to improve work efficiency in the industry effectively; provide unprecedented smart products to business event organizers, public relations companies, listed companies, and media industry.

The Board is of the view that, the parties would leverage on their respective advantages, resources and expertise to build a stable and mutually-beneficial strategic cooperation relationship. The entry into the Strategic Framework Cooperation Agreement is in line with the development strategies of the Company as a whole, which will enable the Company to seize any potential business and investment opportunities, and is in the interests of the Company and its shareholders as a whole.

As at the date of this announcement, all terms and conditions of the Strategic Framework Cooperation Agreement are still being negotiated and no binding agreement has been entered into. There is no assurance that the Strategic Framework Cooperation Agreement will be materialised and entered into between the parties. The Strategic Framework Cooperation Agreement may or may not constitute a notifiable transaction for the Company under the Listing Rules. Further announcement in relation to the Strategic Framework Cooperation Agreement will be made by the Company as and when appropriate in compliance with the Listing Rules.

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Shareholders of the Company and other investors should note that the Strategic Framework Cooperation Agreement may or may not proceed and are advised to exercise caution when dealing in the shares of the Company.

By order of the Board

Asia Television Holdings Limited

Deng Junjie

Co-Chairman and non-executive Director

Hong Kong, 13 April 2021

As at the date of this announcement, the Board comprises Mr. Leong Wei Ping 梁瑋玶先生*, Mr. Chan Wai Kit, Mr. Sze Siu Bun and Ms. Sun Tingting as executive Directors, Mr. Deng Junjie, Dato' Sri Lai Chai Suang 拿督斯里賴彩雲博士* and Mr. Andy Yong Kim Seng 楊錦成先生* as non-executive Directors, Ms. Han Xingxing, Mr. Li Yu, Ms. Wong Chi Yan and Mr. Lee Cheung Yuet Horace as independent non-executive Directors.

* For identification purpose only

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