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Television Broadcasts Limited — Capital/Financing Update 2011
Jul 14, 2011
49261_rns_2011-07-14_c3106f38-991a-45bd-bd9b-524181795752.pdf
Capital/Financing Update
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.
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CHINA FORTUNE GROUP LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 290) Website: http://www.290.com.hk
COMPLETION OF
PLACING OF NEW SHARES UNDER SPECIFIC MANDATE
The Board is pleased to announce that all conditions precedent set out in the Placing Agreement have been fulfilled and the Placing was completed on 14 July 2011. The 150,000,000 Placing Shares, representing approximately 4.88% of the issued share capital of the Company as at the date of this announcement, have been successfully placed to not fewer than six Placees, who and whose ultimate beneficial owners are independent third parties, at the Placing Price of HK$0.33 per Placing Share.
Reference is made to the announcement of China Fortune Group Limited (the ‘‘Company’’) dated 12 May 2011 as well as the circular of the Company dated 26 May 2011, in relation to, among others, the Placing under the Specific Mandate (the ‘‘Circular’’). Capitalized terms used in this announcement shall have the same meaning as defined in the Circular unless otherwise stated.
COMPLETION OF PLACING OF NEW SHARES UNDER THE SPECIFIC MANDATE
The Board is pleased to announce that all conditions precedent set out in the Placing Agreement have been fulfilled and the Placing was completed on 14 July 2011. The 150,000,000 Placing Shares, representing approximately 4.88% of the issued share capital of the Company as at the date of this announcement, have been successfully placed to not fewer than six Placees, who and whose ultimate beneficial owners are independent third parties, at the Placing Price of HK$0.33 per Placing Share. The gross and net proceeds from the Placing amounted to approximately HK$49.5 million and HK$49 million, respectively.
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CHANGES IN SHAREHOLDING STRUCTURE
The table below sets out the shareholding structure of the Company immediately before and immediately after completion of the Placing:
| Jadehero Limited (Note 1)Mankind Investment Limited (Note 2)PlaceesExisting public Shareholders | Immediately before the completionof the PlacingNumber of SharesApproximate%800,000,00027.36%500,000,00017.10%——1,624,085,66855.54%2,924,085,668100% | Immediately after thecompletion of the PlacingNumber of SharesApproximate%800,000,00026.02%500,000,00016.26%150,000,0004.88%1,624,085,66852.84%3,074,085,668100% | Immediately after thecompletion of the PlacingNumber of SharesApproximate%800,000,00026.02%500,000,00016.26%150,000,0004.88%1,624,085,66852.84%3,074,085,668100% |
|---|---|---|---|
| 100% |
Notes:
- These Shares are held by Jadehero Limited (‘‘Jadehero’’), a company incorporated in the British Virgin Islands with limited liability. Jadehero also holds an option entitling Jadehero to subscribe for convertible bonds of the Company in the maximum principal sum of HK$128 million with an initial conversion price of HK$0.16 per conversion share.
Jadehero is owned as to 20% by Marvel Steed Limited and as to 80% by Southlead Limited. Mr. Wong Kam Fat, Tony (‘‘Mr. Wong’’), a non-executive Director and the vice-chairman of the Company, is the sole beneficial owner of the entire equity interest in Marvel Steed Limited whereas Mr. Xia Yingyan (‘‘Mr. Xia’’), an executive Director, is the sole beneficial owner of the entire equity interest in Southlead Limited. Accordingly, each of Marvel Steed Limited, Southlead Limited, Mr. Wong and Mr. Xia is deemed to be interested in the aforesaid Shares and option that are held by Jadehero.
- These Shares are held by Mankind Investment Limited (‘‘Mankind Investment’’), a company incorporated in the British Virgin Islands with limited liability. Mankind Investment is wholly-owned by China Cinda (HK) Asset Management Co., Limited (‘‘China Cinda HK’’), a company incorporated in Hong Kong with limited liability. China Cinda HK is in turn wholly-owned by Well Kent International Investment Company Limited (‘‘Well Kent’’), a company incorporated in Hong Kong with limited liability. Well Kent is in turn wholly-owned by China Cinda Asset Management Co. Ltd.(‘‘China Cinda’’), a company incorporated in the PRC. As such, each of China Cinda HK, Well Kent and China Cinda is deemed to be interested in the aforesaid Shares held by Mankind Investment.
By Order of the Board China Fortune Group Limited Ng Cheuk Fan, Keith Managing Director
Hong Kong, 14 July 2011
As at the date of this announcement, the Board consists of five Executive Directors, namely Mr. Zhang Min (Chairman), Mr. Ng Cheuk Fan, Keith (Managing Director), Mr. Xia Yingyan, Mr. Yeung Kwok Leung and Mr. Hon Chun Yu; one Non-Executive Director, Mr. Wong Kam Fat, Tony (Vice-Chairman) and three Independent Non-Executive Directors, namely, Mr. Tam B Ray Billy, Mr. Ng Kay Kwok and Mr. Lam Ka Wai, Graham.
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