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Television Broadcasts Limited — Capital/Financing Update 2013
Aug 1, 2013
49261_rns_2013-08-01_bb90896b-609f-41c5-9776-083c3ad18719.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.
This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.
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China Fortune Financial 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 GENERAL MANDATE
The Board is pleased to announce that the conditions of the Placing have been fulfilled and completion of the Placing took place on 1 August 2013. 252,300,000 Placing Shares have been successfully placed by the Placing Agent to not fewer than six Placees at the Placing Price of HK$0.10 per Placing Share pursuant to the terms and conditions of the Placing Agreement.
Reference is made to the announcement (the ‘‘Announcement’’) of China Fortune Financial Group Limited (the ‘‘Company’’) dated 18 July 2013 in respect of, among other matters, the Placing. Unless defined otherwise, capitalised terms used herein shall have the same meanings as those defined in the Announcement.
COMPLETION OF THE PLACING
The Board is pleased to announce that the conditions of the Placing have been fulfilled and completion of the Placing took place on 1 August 2013. 252,300,000 Placing Shares have been successfully placed by the Placing Agent to not fewer than six Placees at the Placing Price of HK$0.10 per Placing Share pursuant to the terms and conditions of the Placing Agreement.
To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, as at completion of the Placing, the Placees and their respective ultimate beneficial owners were independent third parties and not connected with the Company and its associates. The net proceeds from the Placing (after deduction of the relevant expenses and costs) is approximately HK$24.7 million which is intended to be used for repayment of debts and as the general working capital of the Group.
SHAREHOLDING STRUCTURE OF THE COMPANY
The 252,300,000 Placing Shares represent (i) approximately 7.97% of the issued share capital of the Company immediately before completion of the Placing; and (ii) approximately 7.38% of the issued share capital of the Company as enlarged by the Placing.
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The table below sets out the shareholding structures of the Company immediately before and after completion of the Placing:
| Jadehero Limited (Note 1) Mankind Investment Limited (‘‘MIL’’) (Note 2) Public Shareholders Placees Other public Shareholders Total |
Immediately before completion of the Placing Number of Shares approx. % 800,000,000 25.27 500,000,000 15.79 — — 1,866,085,668 58.94 3,166,085,668 100.00 |
Immediately after completion of the Placing Number of Shares approx. % 800,000,000 23.40 500,000,000 14.63 252,300,000 7.38 1,866,085,668 54.59 3,418,385,668 100.00 |
Immediately after completion of the Placing Number of Shares approx. % 800,000,000 23.40 500,000,000 14.63 252,300,000 7.38 1,866,085,668 54.59 3,418,385,668 100.00 |
|---|---|---|---|
| 100.00 |
Notes:
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Mr. Wong Kam Fat Tony (‘‘Mr. Wong’’) is the vice-chairman and a non-executive Director whereas Mr. Xia Yingyan (‘‘Mr. Xia’’) is an executive Director. Jadehero Limited (‘‘Jadehero’’), a company incorporated in the British Virgin Islands with limited liability, beneficially held 800,000,000 Shares. Jadehero is owned as to 20% by Marvel Steed Limited and as to 80% by Southlead Limited. Mr. Wong is the sole beneficial owner of the entire equity interest in Marvel Steed Limited whereas Mr. Xia is the sole beneficial owner of the entire equity interest in Southlead Limited.
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MIL beneficially held 500,000,000 Shares. MIL is wholly-owned by China Cinda (HK) Asset Management Co., Limited (‘‘China Cinda (HK)’’) which is in turn wholly-owned by Well Kent International Investment Company Limited (‘‘Well Kent’’). Well Kent is wholly-owned by China Cinda Asset Management Co. Ltd. For the purpose of the SFO, China Cinda (HK), Well Kent and China Cinda Asset Management Co. Ltd. are deemed or taken to be interested in the Shares held by MIL.
Upon completion of the Placing, the Company will have an aggregate of 3,418,385,668 Shares in issue as at the date of the AGM assuming there being no other change in the issued share capital of the Company since the date of this announcement up to the date of the AGM. Subject to passing of the resolutions for approval of the Proposed General Mandate and the Proposed Repurchase Mandate at the AGM, the Company will be allowed under the Proposed General Mandate to allot, issue and deal with a maximum of 683,677,133 Shares and under the Proposed Repurchase Mandate, to repurchase a maximum of 341,838,566 Shares, respectively.
By Order of the Board China Fortune Financial Group Limited Ng Cheuk Fan Keith Managing Director
Hong Kong, 1 August 2013
As at the date of this announcement, the Board consists of four executive Directors, namely Mr. Zhang Min (Chairman), Mr. Ng Cheuk Fan Keith (Managing Director), Mr. Hon Chun Yu and Mr. Xia Yingyan; two non-executive Directors, namely Mr. Wong Kam Fat Tony (Vicechairman) and Mr. Wu Ling; 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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