Television Broadcasts Limited — Capital/Financing Update 2018

Jul 5, 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.

This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any 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 SUBSCRIPTION OF CONVERTIBLE BONDS UNDER SPECIFIC MANDATE

Reference is made to the circulars of the China Fortune Financial Group Limited (the “ Company ”) dated 7 October 2016 and 13 December 2016 (the “ Circulars ”) and the announcements of the Company dated 21 September 2016, 22 November 2016 and 30 March 2017 in relation to, among other things, Riverhead Subscription II under the Specific Mandate. Capitalised terms used herein shall have the same meanings as those defined in the Circulars unless stated otherwise.

COMPLETION OF SUBSCRIPTION OF CONVERTIBLE BONDS

The Board is pleased to announce that all conditions set out in the Riverhead Subscription Agreement (as to the Tranche 3 Bonds only) including, among other things, (i) the completion of subscription of the Tranche 2 Bonds which were issued within three months after the completion of subscription of the Tranche 1 Bonds; and (ii) both (a) the consolidated total assets of the Group as of 31 March 2018 (prepared on the basis of Hong Kong Financial Reporting Standards that have been consistently applied by the Group but giving pro forma effect to (x) the issuance and subscription of the convertible bonds under the Cinda Subscription Agreement, the Riverhead Subscription Agreement (as to the Tranche 1 Bonds and the Tranche 2 Bonds only) and the Subscription Agreement (as amended and supplemented by the Supplemental Agreement) and (y) the exclusion of the cash loan provided by China Cinda (HK) Asset Management Co., Ltd. in favour of the Company under the Cinda Subscription Agreement) represents an increase of 30% or more as compared to the consolidated total assets of the Group as of 31 March 2017 prepared on the same basis and (b) the revenue of the Group for the year

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ended 31 March 2018 (prepared on the basis of Hong Kong Financial Reporting Standards that have been consistently applied by the Group but excluding extraordinary items and any fair value changes regarding any issued and outstanding convertible bonds of the Company) represents a growth rate of not less than 30% when compared to the revenue of the Group (prepared on the same basis) for the financial year ended 31 March 2017, have been fulfilled and the completion of the subscription as to the Tranche 3 Bonds took place on 5 July 2018 in accordance with the terms and conditions of the Riverhead Subscription Agreement.

The Tranche 3 Bonds of the Riverhead Convertible Bonds in a principal amount of HK$60,000,000 have been successfully issued to Riverhead Capital. Immediately upon full conversion of the Tranche 3 Bonds of the Riverhead Convertible Bonds, 1,000,000,000 Conversion Shares represent (i) approximately 12.37% of the enlarged issued share capital of the Company immediately upon the exercise of the conversion rights attached to such convertible bonds in full; and (ii) approximately 7.98% of the enlarged issued share capital of the Company immediately upon the exercise of the conversion rights attached to such convertible bonds, and the existing convertible bonds as at the date of this announcement (excluding the Tranche 3 Bonds), including (a) the Cinda Convertible Bonds in the outstanding principal balance amount of HK$53,454,000, (b) the PAL Convertible Bonds in the outstanding aggregate principal amount of HK$153,585,000, and (c) the Tranche 2 Bonds of the Riverhead Convertible Bonds in the outstanding aggregate principal amount of HK$60,000,000 (collectively, the “ Outstanding Existing Convertible Bonds ”) in full. Riverhead Capital is subject to the conversion restrictions set out in the terms and conditions of the Riverhead Convertible Bonds, such that the conversion of which would not (a) trigger a mandatory offer obligation under Rule 26.1 of the Takeovers Code on the part of the holders of the Riverhead Convertible Bonds and parties acting in concert with any of them (as defined in the Takeovers Code) or (b) cause the Company to be unable to meet the minimum public float requirement under the Listing Rules.

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EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

Shareholders Jadehero Limited Mankind Investment Riverhead Capital Value Convergence Holdings Limited (Note 1) Other public shareholders Total	As at the date of this announcement Immediately upon full conversion of the Tranche 3 Bonds (without adjustment) (Note 2) Immediately upon full conversion of the Outstanding Existing Convertible Bonds (without adjustment) (Note 3) Number of Approximately Number of Approximately Number of Approximately Shares % Shares % Shares % 800,000,000 11.29 800,000,000 9.89 800,000,000 6.93 1,416,430,000 19.99 1,416,430,000 17.52 2,307,330,000 20.00 2,094,350,000 29.56 3,094,350,000 38.27 3,094,350,000 26.82 – – – – 2,559,750,000 22.19 2,775,298,859 39.16 2,775,298,859 34.32 2,775,298,859 24.06 7,086,078,859 100.00 8,086,078,859 100.00 11,536,728,859 100.00	Immediately upon full conversion of the Tranche 3 Bonds and the Outstanding Existing Convertible Bonds (without adjustment) (Note 4) Number of Approximately Shares % 800,000,000 6.38 2,307,330,000 18.40 4,094,350,000 32.66 2,559,750,000 20.42 2,775,298,859 22.14 12,536,728,859 100.00

Notes:

1. The PAL Convertible Bonds has been transferred from the Subscriber to Value Convergence Holdings Limited on 8 January 2018.

2. For illustrative purpose only, the Tranche 3 Bonds are subject to restrictions such that the conversion of which would not (a) trigger a mandatory offer obligation under Rule 26.1 of the Takeovers Code on the part of the holders of the said bonds and parties acting in concert with any of them (as defined in the Takeovers Code) or (b) cause the Company to be unable to meet the minimum public float requirement under the Listing Rules. Due to the above conversion restriction, full conversion of the Tranche 3 Bonds into the Conversion Shares by the holders of the Tranche 3 Bonds is unlikely to come about under the existing terms of the said bonds.

3. For illustrative purpose only, the Outstanding Existing Convertible Bonds are subject to restrictions such that the conversion of which would not (a) trigger a mandatory offer obligation under Rule 26.1 of the Takeovers Code on the part of the holders of the said bonds and parties acting in concert with any of them (as defined in the Takeovers Code) or (b) cause the Company to be unable to meet the minimum public float requirement under the Listing Rules. Due to the above conversion restriction, full conversion of the Outstanding Existing Convertible Bonds into the Conversion Shares by the holders of the Outstanding Existing Convertible Bonds is unlikely to come about under the existing terms of the said bonds.

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1. For illustrative purpose only, the Tranche 3 Bonds and the Outstanding Existing Convertible Bonds are subject to restrictions such that the conversion of which would not (a) trigger a mandatory offer obligation under Rule 26.1 of the Takeovers Code on the part of the holders of the said bonds and parties acting in concert with any of them (as defined in the Takeovers Code) or (b) cause the Company to be unable to meet the minimum public float requirement under the Listing Rules. Due to the above conversion restriction, full conversion of the Tranche 3 Bonds and the Outstanding Existing Convertible Bonds into the Conversion Shares by the holders of the Tranche 3 Bonds and the Outstanding Existing Convertible Bonds is unlikely to come about under the existing terms of the said bonds.

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

Hong Kong, 5 July 2018

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

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