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Notices

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notices

PRC Restriction on Asian Pay TV Trust ("APTT")

The following "Important Notice" is extracted from APTT's website www.aptt.com.sg

Important notice

No PRC Person shall hold or control Units in Asian Pay Television Trust in breach of the PRC Investment Restrictions and no Restricted Party shall hold or control Units in breach of the Taiwan Government Ownership Restrictions.

"PRC Person" means a PRC individual or corporate entity for purposes of the Measures Governing Investment Permit for the People of Mainland China Area. A corporate entity registered outside the PRC would be considered a PRC corporate entity if 30% or more of its equity interest or its actual control is directly or indirectly held by a PRC individual or entity/organisation/institution.

"PRC individual" means (1) the individuals who have household registrations in the PRC, which excludes the Hong Kong and Macau Special Administrative Regions, and (2) the individuals from PRC who reside outside the PRC, which include individuals who were born in foreign countries and hold passports issued by PRC, but exclude the following individuals from PRC who have resided abroad for four years or longer and have either: (i) obtained citizenship of the country where they reside; or (ii) obtained permanent residency status of the country where they reside and hold valid passports issued by the Taiwan government.

"PRC Investment Restrictions" means the provisions under the Measures Governing Investment Permit for the People of Mainland China Area that a PRC Person can only invest in certain business areas allowed by the Investment Commission of the Ministry of Economic Affairs of Taiwan, which currently does not include the cable television industry.

"Restricted Person" means a Taiwanese political party worker, political appointee or elected public official.

"Taiwan Government Ownership Restrictions" means the restrictions under the Cable Radio and Television Act of Taiwan that Restricted Entities and the Restricted Persons shall not directly or indirectly invest in a cable television system operator and that the aggregate shareholdings held by the spouses or relatives of the Restricted Persons shall not exceed one per cent. of the total outstanding shares of a cable television system operator.

The Trustee-Manager may, in the case of a breach of the PRC Investment Restrictions and/or the Taiwan Government Ownership Restrictions and/or where a corporate entity which provides cable television services in Taiwan (as determined by the Trustee-Manager in its sole discretion) holds or acquires more than one-third of the total issued Units, take all steps and do all things as they may in their absolute discretion deem necessary to ensure that the restrictions thereunder are complied with. In particular, the Trust Deed provides that the Trustee-Manager has the power to require the relevant Unitholders to dispose of their Units and, if such request is not complied with within 21 days after such request (or such shorter period as the Trustee-Manager shall consider reasonable), the power to arrange for the sale of the Units. Pending such sale, the Trustee-Manager has the power to suspend the voting rights of such Units and/or to restrict the transfer of such Units. The Trustee-Manager shall not be required to give any reason for, and shall not under any circumstances be liable to or be responsible for any losses incurred by, any person as a result of, any decision, declaration or action taken or made in this regard.