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Television Broadcasts Limited Capital/Financing Update 2011

Jun 26, 2011

49261_rns_2011-06-26_71f14aec-3733-4bd1-880c-b8518f672d42.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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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 290)

Website: http://www.290.com.hk

TERMINATION OF VERY SUBSTANTIAL ACQUISITION IN RELATION TO PROPOSED ACQUISITION OF 49% INTEREST IN A COMPANY ENGAGED IN BROKERAGE SERVICES FOR DEALING IN FUTURES CONTRACTS IN THE PRC

The Board announces that on 26 June 2011, the Purchaser and the Vendor mutually agreed to terminate the Share Transfer Agreement by entering into the Termination Agreement, pursuant to which all parties’ respective rights and obligations thereunder are thereby cancelled with immediate effect. Pursuant to the Termination Agreement, the Vendor shall repay to the Purchaser the aggregate Consideration already paid together with the interest accrued in the amount of RMB58.83 million and RMB8.5 million respectively.

The Directors believe that the Termination has no material adverse impact on the interests of the Company and the Shareholders as well as the existing business and financial position of the Group.

Reference is made to the announcements of China Fortune Group Limited (the ‘‘Company’’) dated 9 December 2008, 4 March 2009, 27 May 2009, 16 October 2009, 13 January 2010, 2 February 2010 and 3 January 2011, respectively, and the circular of the Company dated 24 December 2009 (the ‘‘Circular’’) in relation to, among others, the Share Transfer Agreement. Capitalized terms used in this announcement shall have the same meanings as those defined in the Circular unless otherwise stated herein.

TERMINATION AGREEMENT

The Board announces that on 26 June 2011, the Purchaser and the Vendor mutually agreed to terminate the Share Transfer Agreement by entering into a termination agreement (the ‘‘Termination Agreement’’), pursuant to which all parties’ respective rights and obligations thereunder are thereby cancelled with immediate effect (the ‘‘Termination’’). On 21 June 2011, the Vendor entered into a separate share transfer agreement with a new purchaser (the ‘‘New Purchaser’’), pursuant to which the Vendor agreed to sell and the New Purchaser agreed to purchase the Sale Shares at a consideration of RMB58.83 million. To the best of the Directors’

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knowledge, information and belief and having made all reasonable enquiries, the New Purchaser and its respective ultimate beneficial owners are third parties independent of the Company and its connected persons (as defined in the Listing Rules).

Pursuant to the Termination Agreement, the Vendor shall repay to the Purchaser the aggregate Consideration already paid together with the interest accrued in the amount of RMB58.83 million and RMB8.5 million (the ‘‘Interest’’) respectively. The interest rate, calculated at 7.5% per annum, was arrived at after arms’ length negotiation between the Vendor and the Purchaser on the basis of approximately 30% premium to the prevailing bank lending rate in the PRC in 2010. The period of which the interest rate is applied to commences from the first payment of the aggregate Consideration until 30 June 2011. The repayment of the aggregate Consideration and the Interest by the Vendor to the Purchaser shall be satisfied in the following manner:

  • (i) RMB5 million within 5 Business Days upon the transfer of the first payment of RMB5 million by the New Purchaser to the Vendor;

  • (ii) RMB5 million within 5 Business Days upon the transfer of the second payment of RMB5 million by the New Purchaser to the Vendor;

  • (iii) the remaining balance of the Consideration, in the amount of RMB48.83 million and the Interest within 5 Business Days upon the transfer of the final payment of RMB48.83 million by the New Purchaser to the Vendor;

  • (iv) in the event that the Sale Shares are not transferred to the New Purchaser by the Vendor before 31 December 2011, the Vendor shall repay the aggregate Consideration and the Interest to the Purchaser within 5 Business Days after 31 December 2011.

The Directors consider that the terms of the Termination Agreement are fair and reasonable and to the interests of the Company and the Shareholders as a whole.

REASONS FOR ENTERING INTO THE TERMINATION AGREEMENT

Taking into account that the conditions precedent as stipulated under the Share Transfer Agreement (supplemented by the supplemental agreement, second supplemental agreement and the third supplemental agreement dated 16 October 2009, 2 February 2010 and 31 December 2010, respectively) were not fulfilled before the Long-stop Date (as extended to 30 June 2011) of the Acquisition, the Directors consider that it will not be in the best interests of the Company to further extend the completion of the Acquisition. As such, the Purchaser and the Vendor agreed not to proceed with the Acquisition by entering into the Termination Agreement.

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The Directors believe that the Termination has no material adverse impact on the interests of the Company and the Shareholders as well as the existing business and financial position of the Group.

By Order of the Board China Fortune Group Limited Ng Cheuk Fan, Keith Managing Director

Hong Kong, 26 June 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. Hon Chun Yu, Mr. Xia Yingyan and Mr. Yeung Kwok Leung; one Non-Executive Director, Mr. Wong Kam Fat, Tony (Vice-Chairman) and three Independent Non-Executive Directors, namely, Mr. Lam Ka Wai, Graham, Mr. Ng Kay Kwok and Mr. Tam B Ray Billy.

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