Television Broadcasts Limited — Capital/Financing Update 2017

Sep 6, 2017

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

DISCLOSEABLE TRANSACTION IN RELATION TO PROVISION OF LOAN

PROVISION OF LOAN FACILITY

On 6 September 2017 (after trading hours), the Lender and the Borrower entered into the Loan Agreement, pursuant to which the Lender has agreed to grant to the Borrower a loan in the principal amount of US$6,390,000 (equivalent to approximately HK$50,072,000), bearing an interest rate of 10.8% per annum for a period of 365 days from and excluding the Drawdown Date.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios as set out in Rule 14.07 of the Listing Rules in relation to the Loan is more than 5% but less than 25%, the Loan constitutes a discloseable transaction of the Company pursuant to Rule 14.06 of the Listing Rules and is subject to the reporting and announcement requirements but exempt from the Shareholders’ approval requirement under Chapter 14 of the Listing Rules.

THE LOAN AGREEMENT

The Board announces that on 6 September 2017, the Lender and the Borrower entered into the Loan Agreement, the material terms of which are set out as follows:

Date:

6 September 2017 (after trading hours)

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Parties: (1) the Lender; and

• (2) the Borrower

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Borrower and its ultimate beneficial owner are third parties independent of the Company and its connected persons under the Listing Rules.

Principal amount: US$6,390,000 (equivalent to approximately HK$50,072,000) Interest: 10.8% per annum, payable monthly as set out in the repayment schedule Drawdown date: on or before 12 September 2017, or such other date as agreed between the Lender and the Borrower in writing

• Repayment date: the date falling on the 365th day immediately following the Drawdown Date on which the Borrower shall repay the Loan together with any accrued interest thereon as set out in the Loan Agreement, or such other date as may be agreed in writing between the Lender and the Borrower

Security: the Securities Account Charge and the Pledges

The Loan will be funded by internal resources of the Group.

The terms of the Loan Agreement were arrived at by the parties thereto after arm’s length negotiations and are on normal commercial terms, with reference to the commercial practice and the amount of the Loan. The Directors consider that the terms of the Loan Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

Conditions precedent to the Loan Agreement

The Loan Agreement is conditional upon, among other things:

• (a) no event or circumstance having occurred in the international and/or Hong Kong financial markets which could, in the sole and absolute opinion of the Lender, adversely affect the financial position of each of the Obligors and their respective ability to observe or perform their respective obligations under the Financing Documents;

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• (b) there is no event of default or prospective event of default occurred or being continuing or would occur on the making of the Loan, and all representations and warranties made by each of the Obligors in the Financing Documents to which he/ she/it is a party being true and correct in all respects with reference to the facts and circumstances then subsisting; and

• (c) the Lender has received the relevant documentation in form and substance satisfactory to the Lender.

Any or all of the conditions precedent may be waived in whole or in part and with or without conditions by the Lender at its absolute discretion.

INFORMATION OF THE LENDER, THE COMPANY, THE GROUP AND THE BORROWER

The Lender is a company incorporated in Hong Kong with limited liability and a wholly owned subsidiary of the Company and is principally engaged in the money lending business as a holder of the Money Lenders License under the Money Lenders Ordinance (Cap 163 of the Laws of Hong Kong).

The Company is an investment holding company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the Stock Exchange. The Group is principally engaged in the provision of brokerage and margin financing, proprietary securities trading, corporate finance, money lending and factoring and consultancy and insurance brokerage services.

The Borrower is a company duly incorporated under the laws of the British Virgin Islands with limited liability and is principally engaged in carrying out equity investment and investment in securities.

REASON FOR AND BENEFITS OF PROVISION OF THE LOAN

The Lender is a licensed money lender and its principal activity is provision of money lending services. The provision of the Loan is a transaction carried out as part of the ordinary and usual course of business activities of the Lender and will provide interest income to the Lender. Having considered the financial background of the Borrower and the interest income to be received by the Group in respect of the Loan, the Directors consider that the terms of the Loan Agreement are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios as set out in Rule 14.07 of the Listing Rules in relation to the Loan is more than 5% but less than 25%, the Loan constitutes a discloseable transaction of the Company pursuant to Rule 14.06 of the Listing Rules and is subject to the reporting and announcement requirements but exempt from the Shareholders’ approval requirement under Chapter 14 of the Listing Rules.

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DEFINITIONS

In this announcement, the following expressions shall have the following meanings unless the context requires otherwise:

• “Board” the board of Directors “Borrower” Super Millionplus Ltd “Company” China Fortune Financial Group Limited, a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the Stock Exchange

• “connected person(s)” has the meaning ascribed to it in the Listing Rules “Directors” the directors of the Company “Drawdown Date” on or before 12 September 2017, or such other date as agreed between the Lender and the Borrower in writing

• “Financing Documents” the Loan Agreement, the Securities Account Charge and the Pledges

• “Group” the Company and its subsidiaries from time to time “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Lender” Fortune Finance Limited, a wholly owned subsidiary of the Company

• “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

• “Loan” the term loan in the principal amount of US$6,390,000 granted by the Lender to the Borrower pursuant to the terms of the Loan Agreement

• “Loan Agreement” the loan agreement dated 6 September 2017 and entered into between the Lender and the Borrower in relation to the Loan

• “Obligors” the Borrower and the shareholder of the Borrower

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“Pledges”

• the pledge of all the assets of the Borrower to the Lender as security for the Loan and the pledge of all the share holding in the Borrower from the shareholder of the Borrower to the Lender as security for the Loan

• “Securities Account Charge”

• the securities account charge dated 6 September 2017 entered into between the Lender as chargee and the Borrower as chargor, pursuant to which two securities accounts of the Borrower and all monies, deposits and/or securities now or hereafter available in such accounts and all interest or other sums which may accrue from time to time thereon would be charged to the Lender as security for the Loan

• “Shareholder(s)”

• shareholder(s) of the Company

• “Stock Exchange”

• The Stock Exchange of Hong Kong Limited

• “US$”

• United States dollars, the lawful currency of the United States of America

• “%”

Percentage

By order of the Board of China Fortune Financial Group Limited XIE Zhichun Chairman and Executive Director

Hong Kong, 6 September 2017

As at the date of this announcement, the Board consists of four executive Directors, namely Mr. XIE Zhichun (Chairman), Mr. LIU Yinan, Mr. HON Chun Yu and Ms. FU Wan Sheung; two non-executive Directors, namely Mr. TANG Baoqi and Mr. WU Ling; and three independent non-executive Directors, namely Mr. CHAN Kin Sang, Mr. NG Kay Kwok and Mr. CHIU Kung Chik.

For illustrative purpose of this announcement, conversion of US$ into HK$ is based on the exchange rate of US$1.00 = HK$7.836.

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