Television Broadcasts Limited — Capital/Financing Update 2018

Dec 31, 2018

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

COMPLETION OF SUBSCRIPTIONS OF NEW SHARES UNDER GENERAL MANDATE

Reference is made to announcement of China Fortune Financial Group Limited (the ‘‘Company’’) dated 13 December 2018 (the ‘‘Announcement’’) in relation to the Subscriptions. Unless the context requires otherwise, capitalised terms used in this announcement shall have the same meaning as defined in the Announcement.

COMPLETION OF THE SUBSCRIPTIONS

The Board is pleased to announce that all the conditions of the Subscription Agreements have been fulfilled and the completion of the Subscriptions took place on 31 December 2018, whereby 700,000,000 and 717,000,000 Subscription Shares were allotted and issued to the Subscriber I and Subscriber II, respectively by the Company, at the Subscription Price of HK$0.07 per Subscription Share.

The gross and net proceeds from the Subscriptions are approximately HK$99.19 million and HK$98.89 million, respectively. The Company intends to use such net proceeds for capital injection to Fortune Asset Management (Shenzhen) in the manner specified in the Announcement and the remaining proceeds will be used as general working capital of the Group.

EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

The 1,417,000,000 Subscription Shares allotted and issued under the Subscription Agreements represent (i) approximately 20.00% of the issued share capital of the Company of 7,086,078,859 Shares immediately before the completion of the Subscriptions; and (ii) approximately 16.66% of the issued share capital of the Company of 8,503,078,859 Shares as enlarged by the allotment and issue of the Subscription Shares.

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The table below illustrates the shareholding structure of the Company immediately before and after the completion of the Subscriptions:

ShareholdersSubstantial ShareholdersJadehero Limited (Note 1)Mankind Investment Limited(Note 2)Riverhead Capital(International) ManagementCo., Ltd. (Note 3)Value Convergence HoldingsLimited (Note 4)Public ShareholdersSubscriber ISubscriber IIOther public ShareholdersTotal	Immediately beforeCompletionNumber ofShares%800,000,00011.291,416,430,00019.992,094,350,00029.56131,492,0001.861,392,0000.021,500,0000.022,640,914,85937.277,086,078,859100.00	Immediately uponCompletionNumber ofShares%800,000,0009.411,416,430,00016.662,094,350,00024.63131,492,0001.55701,392,0008.25718,500,0008.452,640,914,85931.068,503,078,859100.00	Immediately uponCompletion andassuming fullconversion of ExistingConvertible Bonds(without adjustment)(Note 5)Number ofShares%800,000,0005.732,307,330,00016.544,094,350,00029.342,691,242,00019.29701,392,0005.03718,500,0005.152,640,914,85918.9313,953,728,859100.00	Immediately uponCompletion andassuming fullconversion of ExistingConvertible Bonds(without adjustment)(Note 5)Number ofShares%800,000,0005.732,307,330,00016.544,094,350,00029.342,691,242,00019.29701,392,0005.03718,500,0005.152,640,914,85918.9313,953,728,859100.00
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Notes:

• (1) Jadehero Limited is owned as to 80% by Southlead Limited, a company incorporated in the British Virgin Islands with limited liability. Southlead Limited is wholly-owned by Wahen Investments Limited, a company incorporated in the British Virgin Islands with limited liability, which in turn is wholly-owned by Mr. Zhao Xu Guang.

• (2) Mankind Investment Limited is wholly-owned by China Cinda (HK) Asset Management Co., Limited, a company incorporated in Hong Kong with limited liability, which in turn is wholly-owned by China Cinda (HK) Holdings Company Limited, a company incorporated in Hong Kong with limited liability. China Cinda (HK) Holdings Company Limited is wholly-owned by China Cinda Asset Management Co., Limited, a company incorporated in the PRC with limited liability.

• (3) Riverhead Capital (International) Management Co., Ltd. is owned as to 80% by Mr. XIE Zhichun (the executive Director and Chairman of the Company) who is also the sole director of Riverhead Capital (International) Management Co., Ltd..

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• (4) As at the date of this announcement, Value Convergence Holdings Limited beneficially held 131,492,000 Shares and 2,559,750,000 underlying shares of the Company which may be issued by the Company upon the exercise of the conversion rights attaching to the convertible bonds in the principal amount of HK$153,585,000 (at the conversion price of HK$0.06 per conversion share) held by Value Convergence Holdings Limited.

• (5) The number of Shares shown upon the Completion and full conversion of Existing Convertible Bonds has not taken into account of the adjustment(s) to the number of underlying Shares under the adjustment mechanism in the respective convertible bond instruments of the Existing Convertible Bonds.

• (6) The above percentage figures are subject to rounding adjustments. Accordingly, figures shown as total may not be an arithmetic aggregation of the figures preceding it.

By Order of the Board China Fortune Financial Group Limited HUA Yang Chief Executive Officer and Executive Director

Hong Kong, 31 December 2018

As at the date of this announcement, the Board comprises of three executive Directors, namely Mr. XIE Zhichun (Chairman), Mr. HUA Yang and Mr. ZHU Yi; three non-executive Directors, namely, Mr. HAN Hanting, Mr. CHEN Zhiwei and Mr. WU Ling; and four independent non-executive Directors, Mr. CHAN Kin Sang, Mr. NG Kay Kwok, Mr. CHIU Kung Chik and Mr. LI Gaofeng.

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