Hong Kong Television Network : (1) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; (2) RE-ELECTION OF RETIRING DIRECTORS; (3) CONNECTED TRANSACTION RELATING TO GRANT OF AWARDED SHARES TO A CONNECTED PERSON UNDER THE SHARE AWARD SCHEME; (4) PROPOSED CHANGE OF COMPANY NAME; AND (5) NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt about 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 Hong Kong Television Network Limited, you should at once hand this circular with the enclosed form of proxy to the purchaser or 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.

This circular is for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities mentioned herein.

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 disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

Hong Kong Television Network Limited

香港電視網絡有限公司

(Incorporated in Hong Kong with limited liability under the Companies Ordinance)

(Stock Code: 1137)

(1) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;

1. RE-ELECTIONOF RETIRING DIRECTORS;
2. CONNECTED TRANSACTION RELATING TO GRANT OF AWARDED SHARES TO A CONNECTED PERSON
   UNDER THE SHARE AWARD SCHEME;
3. PROPOSED CHANGE OF COMPANY NAME;

AND

(5) NOTICE OF ANNUAL GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and

the Independent Shareholders

1. notice convening the annual general meeting (the ''AGM'') of Hong Kong Television Network Limited (the ''Company'') to be held at Ground Floor, HKTV Multimedia and Ecommerce Centre, No. 1 Chun Cheong Street, Tseung Kwan O Industrial Estate, New Territories, Hong Kong on Wednesday, 9 June 2021 at 10:00 a.m. is set out on pages 60 to 64 of this circular. A form of proxy is also enclosed.

Whether or not you are able to attend and vote at the AGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company's share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but 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 subsequently attending and voting in person at the AGM or any adjournment thereof should you so wish.

PRECAUTIONARY MEASURES FOR THE AGM

Please see pages 1 to 2 of this circular for measures being taken to try to prevent and control the spread of the Coronavirus Disease 2019 (''COVID-19'') at the AGM, including:

. mandatory screening of body temperatures

. mandatory wearing of surgical face masks and maintaining a safe distance between seats

. no distribution of refreshments

. disinfection of hands and footwear

The Company requires attendees to wear surgical face masks and reminds Shareholders that they may appoint the Chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.

10 May 2021

		CONTENTS
			Page
Precautionary Measures for the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Definitions .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board
I.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
II.	General Mandates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
III.	Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
IV.	Grant of Awarded Shares to a Connected Person
		under the Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
V.	Proposed Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26
VI.	AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	27
VII.	Voting Procedures by Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	28
VIII.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	28
IX.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	28
X.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	29
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30
Letter from the Independent Financial Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	32
Appendix I	- Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	49
Appendix II	- Details of Retiring Directors Proposed for Re-election . . . . . . . . . . . .	52
Appendix III	- General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	56
Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	60

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PRECAUTIONARY MEASURES FOR THE AGM

The health of our Shareholders and other stakeholders is of paramount importance to us. In view of the ongoing COVID-19 pandemic and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the AGM to protect attending Shareholders and other stakeholders from the risk of infection:

1. Mandatory body temperature checks will be conducted on every Shareholder, proxy and other attendees at the entrance of the AGM venue. Any person with a body temperature of over 37.5 degrees Celsius may be denied entry into the AGM venue or be required to leave the AGM venue;
2. The attendees must wear surgical face masks inside the AGM venue at all times, and shall maintain a safe distance between seats;
3. No refreshments will be served; and
4. There will be disinfection of hands and footwear at the entrance of the AGM venue.

To the extent permitted under law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of the attendees at the AGM.

In the interest of all stakeholders' health and safety and consistent with recent COVID-19 guidelines for its prevention and control, the Company reminds all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising their voting rights. As an alternative, by using proxy forms with voting instructions inserted, Shareholders may appoint the Chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.

The proxy form is attached to the AGM Circular for Shareholders who opt to receive physical circulars. Alternatively, the proxy form can be downloaded from the ''Investor Engagement'' section of the Company's website at ir.hktv.com.hk.

If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of a proxy. If Shareholders choosing not to attend the AGM in person have any questions about the relevant resolutions, or about the Company or any matters for communication with the Board, they are welcome to contact the Company as follows:

Email:	[e-mail]
Telephone:	[phone]
Fax:	[phone]

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PRECAUTIONARY MEASURES FOR THE AGM

Subject to the development of the COVID-19 pandemic and the requirements or guidelines of the Government and/or regulatory authorities, the Company may announce further updates on the AGM arrangement on the Company's website (ir.hktv.com.hk) as and when appropriate.

If any Shareholder has any questions relating to the AGM, please contact Computershare Hong Kong Investor Services Limited, the Company's share registrar as follows:

Computershare Hong Kong Investor Services Limited

Address:	17M Floor, Hopewell Centre
	183 Queen's Road East, Wan Chai, Hong Kong
Email:	[e-mail]
Tel:	[phone]
Fax:	[phone]

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DEFINITIONS

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

''2012 Share Option Scheme''	the existing share option scheme of the Company adopted
	and approved by the Shareholders on 31 December 2012
''Adoption Date''	31 March 2021, the date on which the Scheme is adopted
	by the Company
''AGM''	the annual general meeting of the Company to be held at
	Ground Floor, HKTV Multimedia and Ecommerce Centre,
	No. 1 Chun Cheong Street, Tseung Kwan O Industrial
	Estate, New Territories, Hong Kong on Wednesday, 9 June
	2021 at 10:00 a.m.
''Annual Report''	the annual report of the Company for the year ended 31
	December 2020
''Articles''	the articles of association of the Company
''Associate''	has the meaning ascribed thereto under the Listing Rules
''Award''	an award of the Awarded Shares by the Board to a Selected
	Participant under the Scheme
''Awarded Share(s)''	in respect of a Selected Participant, such number of Shares
	awarded by the Board in accordance with the Scheme
''Board''	the board of Directors
''Companies Ordinance''	Companies Ordinance, Chapter 622 of the Laws of Hong
	Kong
''Company''	Hong Kong Television Network Limited
''Connected Award Shares''	up to 45,799,285 Award Shares to be issued and allotted in
	favour of Mr. Wong under the Scheme, subject to
	adjustment in the event of any sub-division, consolidation
	or bonus issue of Shares in accordance with the rules of the
	Scheme
''Connected Person''	has the meaning ascribed thereto under the Listing Rules
''Date of Award''	31 March 2021, the date on which the Board resolved to
	award the Connected Award Shares to Mr. Wong under the
	Scheme
''Director(s)''	the director(s) of the Company

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