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Television Broadcasts Limited Capital/Financing Update 2009

Aug 3, 2009

49261_rns_2009-08-03_dabebb3f-3b12-42a8-aa85-b18d0c4bd3b2.pdf

Capital/Financing Update

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For Main Board and GEM listed issuers

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Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 31 July 2009

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer China Fortune Group Limited Date Submitted 3 August 2009

I. Movements in Authorised Share Capital

1. Ordinary Shares

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(1) Stock code : 0290 Description : Ordinary Shares
Authorised share
No. of ordinary Par value capital
shares (HK$) (HK$)
Balance at close of preceding month 5,000,000,000 0.1 500,000,000
-- --
Increase/(decrease)
Balance at close of the month 5,000,000,000 0.1 500,000,000
(2) Stock code : N/A Description :
Par value Authorised share
No. of ordinary (State capital
shares currency) (State currency)
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month
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For Main Board and GEM listed issuers

2. Preference Shares

2. Preference Shares 2. Preference Shares 2. Preference Shares 2. Preference Shares 2. Preference Shares
Stock code :
N/A
Description :
No. of preference
shares
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month
Authorised share
capital
(State currency)
Par value
(State
currency)
3. Other Classes of Shares
Stock code :
N/A
Description :
No. of other
classes of shares
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month
Authorised share
capital
(State currency)
Par value
(State
currency)

Total authorised share capital at the end of the month (HK$) :

500,000,000.00

For Main Board and GEM listed issuers

II. Movements in Issued Share Capital

Balance at close of
preceding month
Increase / (decrease)
during the month
Balance at close of the
month
No. of ordinary shares
(1)
(2)
No. of ordinary shares
(1)
(2)
No of preference
shares
No. of other classes
of shares
No of preference
shares
No. of other classes
of shares
756,070,000
10,000,000
766,070,000
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A

III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer)

Particulars of share
option scheme
including EGM
approval date
(dd/mm/yyyy) and
class of shares
issuable

Movement duringthe month Movement duringthe month Movement duringthe month Movement duringthe month No. of new shares of
issuer issued during
the month pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant thereto
as at close of the month
No. of new shares of
issuer issued during
the month pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant thereto
as at close of the month
Granted Exercised Cancelled Lapsed
1.
Option Scheme
adopted at the
EGM held on
18/03/2005
Issuable Ordinary
shares
0
(Note 1)
2.
(Note 1)
3.
(/ /)
shares
(Note 1)
Total funds raised during the month
options (State currency)
0
0
0
Total A. (Ordinary shares)
(Preference shares)
(Other class)
from exercise of
0
0 0
0
0
0
11,400,000

For Main Board and GEM listed issuers

Warrants to Issue Shares of the Issuer which are to be Listed

Description of warrants
(Date of expiry- dd/mm/yyyy)
Description of warrants
(Date of expiry- dd/mm/yyyy)
Description of warrants
(Date of expiry- dd/mm/yyyy)
Currency of
nominal
value
Nominal value at
close of
precedingmonth
Exercised
during the
month
Currency of
nominal
value
Nominal value at
close of
precedingmonth
Exercised
during the
month
Nominal value
at close of the
month

No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new
shares of issuer
which may be
issued pursuant
thereto as at
close of the
month

No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new
shares of issuer
which may be
issued pursuant
thereto as at
close of the
month
1. Remuneration HK$
N/A
N/A 0
0
0
0
12,000,000
Warrants
(Date of expiry
16 / 02 / 2012 )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
2.
Ordinary
HK0.1
( 18 / 07 / 2008)
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
3.
(/ / )
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
4.
(/ / )
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
(/ / )

For Main Board and GEM listed issuers

Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed)

For Main Board and GEM listed issuers
Convertibles(i.e. Convertible into Shares of the Issuer which are to be Listed)
For Main Board and GEM listed issuers
Convertibles(i.e. Convertible into Shares of the Issuer which are to be Listed)
For Main Board and GEM listed issuers
Convertibles(i.e. Convertible into Shares of the Issuer which are to be Listed)
For Main Board and GEM listed issuers
Convertibles(i.e. Convertible into Shares of the Issuer which are to be Listed)
For Main Board and GEM listed issuers
Convertibles(i.e. Convertible into Shares of the Issuer which are to be Listed)
For Main Board and GEM listed issuers
Convertibles(i.e. Convertible into Shares of the Issuer which are to be Listed)
For Main Board and GEM listed issuers
Convertibles(i.e. Convertible into Shares of the Issuer which are to be Listed)
For Main Board and GEM listed issuers
Convertibles(i.e. Convertible into Shares of the Issuer which are to be Listed)
For Main Board and GEM listed issuers
Convertibles(i.e. Convertible into Shares of the Issuer which are to be Listed)
For Main Board and GEM listed issuers
Convertibles(i.e. Convertible into Shares of the Issuer which are to be Listed)
Class and description Currency of
amount
outstanding
Amount at close
of preceding
month

Converted
during the
month
Amount at
close of the
month
No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new
shares of issuer
which may be
issued pursuant
thereto as at
close of the
month



1. Zero Coupon HKD 50,000,000 1,000,000 49,000,000 490,000,000
Convertible
Notes
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy))
2. Zero Coupon
Nil 32,000,000 200,000,000
Convertible
Notes
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
3.
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
4.
(/ /)
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
(/ /)

For Main Board and GEM listed issuers Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be listed, including Options (other than under Share Option Schemes)

Full particulars including EGM approval date (dd/mm/yyyy),
if applicable,and class of shares issuable:
Full particulars including EGM approval date (dd/mm/yyyy),
if applicable,and class of shares issuable:
No. of new shares of
issuer issued during
the month pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant thereto
as at close of the month
No. of new shares of
issuer issued during
the month pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant thereto
as at close of the month
No. of new shares of
issuer issued during
the month pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant thereto
as at close of the month
1.
As mentioned in the announcement of the Company dated 16
March 2009, a wholly owned subsidiary of the Company
entered into the following agreements on 6 March 2009:-
a) a conditional sale and purchase agreement with Pioneer
(China) Limited for the sale and purchase of the
remaining 49% interest in Excalibur Securities Limited
for a consideration of HK$19.2 million. The
Consideration shall be satisfied by way of issuing the
zero coupon convertible bonds due three years from the
date of issue for a principal amount of HK$19.2
million upon completion. The respective resolution to
approve, confirm and ratify the agreement has been
duly passed by independent shareholders on 29 May
2009;
0 120,000,000
b) another conditional sale and purchase agreement with
Pioneer (China) Limited for the sale and purchase of
the remaining 49% interest in Excalibur Futures
Limited for a consideration of HK$9.8 million. The
Consideration shall be satisfied by way of issuing the
zero coupon convertible bonds due three years from the
date of issue for a principal amount of HK$9.8 million
upon completion. The resolution to approve, confirm
and ratify the said agreement has been duly passed by
independent shareholders on 29 May 2009; and
c) a conditional sale and purchase agreement with Ample
Wealth Group Limited for the sale and purchase of the
entire issued share capital of Wealthy Aim Group
Limited which will own 70% interest in AMS Capital
Limited (“AMS Capital”) upon the reorganization of
shareholding of AMS Capital. The consideration of
HK$58.5 million shall be satisfied by an initial non-
refundable deposit of HK$100,000.00 and the
remaining balance by way of issuing the zero coupon
convertible bonds due three years from the date of
issue for a principal amount of HK$58.4 million
subject to certain limitation on issuance and
conversion.
2.
On 22 May 2009, the Company (as issuer) entered into a
subscription agreement with Jadehero Limited (as subscriber)
for the subscription of the convertible bonds in principal
amount of HK$128 million due on 31 December 2012 at an
exercise price of HK$0.16 per conversion share with the
0 61,250,000
0 365,000,000
option for the subscriber to further subscribe convertible
bonds up to a maximum principal amount of HK$128 million

convertible into a maximum of 800 million shares of the
Company. The resolution to approve, confirm and ratify the
said subscription agreement has been duly passed by
independent shareholders on 3 July 2009.
0 1,600,000,000
(/ /) Nil 2,146,250,000
shares_(Note 1)_
Total D. (Ordinary shares)
(Preference shares) Nil
(Other class) Nil

For Main Board and GEM listed issuers

Other Movements in Issued Share Capital

Other Movements in Issued Share Capital
Type of Issue No. of new
shares of issuer
issued during
the month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month
1. Rights issue
At price : State
currency
Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
(
(
N/A

/ / )
/ / )
2. Open offer
At price : State
currency
Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
(
(
N/A
/ / )
/ / )
3. Placing
At price : State
currency
Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
(
(
N/A
/ / )
/ / )
4. Bonus issue Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
(
(
N/A
/ / )
/ / )
For Main Board and GEM listed issuers For Main Board and GEM listed issuers For Main Board and GEM listed issuers For Main Board and GEM listed issuers
Type of Issue No. of new
shares of issuer
issued during
the month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month
5. Scrip dividend
At price : State
currency
Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
(
(
N/A
/ / )
/ / )
6. Repurchase of
shares
Class
of
shares
repurchased_(Note 1)_
Cancellation date :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
(
(
N/A
/ / )
/ / )
7. Redemption of
shares
Class
of
shares
redeemed_(Note 1)_
Redemption date :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
(
(
N/A
/ / )
/ / )
8. Consideration issue Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
(
(
N/A
/ / )
/ / )
For Main Board and GEM listed issuers For Main Board and GEM listed issuers For Main Board and GEM listed issuers For Main Board and GEM listed issuers
Type of Issue No. of new
shares of issuer
issued during
the month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month
9. Capital
reorganisation
Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
(
(
N/A

/ / )
/ / )
10. Other
(Please specify)
Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
(
(
N/A

/ / )
/ / )
Total E. (Ordinary shares)
(Preference shares)
(Other class)
N/A
N/A
N/A
Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E): (1) 10,000,000
(2) N/A
Total increase / (decrease) in preference shares during the month (i.e. Total of A to E): N/A
Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to E): N/A
(These figures should be the same as the relevant figures under II above (“Movements in Issued Share Capital”).)

For Main Board and GEM listed issuers

Remarks (if any):

Submitted by: Chow Man Ngan

Title: Secretary (Director, Secretary or other duly authorised officer)

Notes:

1. State the class of shares (e.g. ordinary, preference or other).

2. If there is insufficient space, please append the prescribed continuation sheet.