Television Broadcasts Limited — Capital/Financing Update 2016

Nov 28, 2016

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 Financial Group Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 290) Website: http://www.290.com.hk

AMENDMENT OF THE TERMS AND CONDITIONS OF THE CONVERTIBLE BONDS

Reference is made to the announcements of China Fortune Financial Group Limited (the ‘‘Company’’) dated 18 March 2016 and 6 April 2016 (the ‘‘Announcements’’) in relation to the issue of convertible bonds by the Company pursuant to the subscription agreement dated 18 March 2016. Unless otherwise defined herein, capitalised terms used herein shall have the same meanings as defined in the Announcements.

INTRODUCTION

On 6 April 2016, the Company issued the Convertible Bonds. According to the terms and conditions of the Convertible Bonds, holder of the Convertible Bonds (the ‘‘Bondholder’’) will have the right, upon maturity of the Convertible Bonds, to convert the Convertible Bonds in whole or in part of the outstanding principal amount of the Convertible Bonds into Conversion Shares.

THE AMENDMENT

The Board announces that on 28 November 2016, the Company and the Bondholder entered into a supplemental agreement (the ‘‘Supplemental Agreement’’) to amend the terms and conditions of the Convertible Bonds so as to allow the Bondholder to exercise its right of conversion under of the terms and conditions of the Convertible Bonds prior to the maturity of the Convertible Bonds (the ‘‘Amendment’’).

Save for the Amendment, all other terms and conditions of the Convertible Bonds remain unchanged.

REASONS FOR THE AMENDMENT

The Company was approached by the Bondholder in respect of its intention to become a Shareholder by exercising its right of conversion under the terms and conditions of the Convertible Bonds and the Bondholder requested for the flexibility to exercise its right of conversion under the terms and conditions of the Convertible Bonds at any time prior to the maturity of the Convertible Bonds.

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The Directors are of the view that the terms of the Supplemental Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole after taking into consideration the following factors:

• 1. by considering the latest financial position of the Group, it would be beneficial to the Company and the Shareholders as a whole in the event that the Company is not required to repay the Convertible Bonds upon its maturity in April 2017;
• 1. close monitoring and forward planning on the financial position and cashflow of the Group reveal pressure on cash requirements for future business developments of the Group and it would be in the interests of the Company and the Shareholders as a whole to maintain a relatively high level of cash balance to strengthen the financial position of the Group;
• 1. the Convertible Bonds were issued under the General Mandate and it was considered that the potential dilution effect on existing shareholding of the Shareholders upon any possible issue of new Shares under such general mandate within the prescribed time period to be fair and reasonable; and
• 1. the Bondholder indicated its desire to become a Shareholder through the exercise of its right of conversion under the Convertible Bonds prior to its maturity and it would be in the interests of the Company and the Shareholders as a whole for the Company to broaden its equity holders base and secure new funding to the Group at an early stage to allow better financial planning and cater for its business developments.

LISTING RULES IMPLICATIONS

Pursuant to Rule 28.05 of the Listing Rules, any alterations in the terms of convertible debt securities after issue must be approved by the Stock Exchange, except where the alterations take effect automatically under the existing terms of such convertible debt securities. The Amendment has been approved by the Stock Exchange on 18 November 2016.

By Order of the Board China Fortune Financial Group Limited WONG Kam Choi MH Executive Director and Chairman

Hong Kong, 28 November 2016

As at the date of this announcement, the Board consists of three executive Directors, namely Mr. WONG Kam Choi MH (Chairman), Mr. HON Chun Yu and Ms. FU Wan Sheung; two nonexecutive Directors, namely Mr. TANG Baoqi and Mr. WU Ling; and three independent nonexecutive Directors, namely Mr. CHAN Kin Sang, Mr. NG Kay Kwok and Mr. TAM B Ray Billy.

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