Television Broadcasts Limited - Capital/Financing Update 2020

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 any securities.

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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

(1) CONNECTED TRANSACTION PROPOSED EXTENSION OF THE MATURITY DATE OF THE CONVERTIBLE BONDS; AND (2) PROPOSED GRANT OF SPECIFIC MANDATE

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

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PROPOSED EXTENSION OF THE MATURITY DATE OF THE CONVERTIBLE BONDS

On 8 July 2020 (after trading hours), the Company and Riverhead Capital entered into the Amendment Deed, pursuant to which Riverhead Capital conditionally agreed to extend the maturity date of the Tranche 2 CB from the date falling on the third anniversary of the issue date of the Tranche 2 CB (i.e. 28 June 2020) to the fifth anniversary of the issue date of the Tranche 2 CB (i.e. 28 June 2022).

Subject to fulfillment of the Conditions Precedent, the Company shall execute the Supplemental Deed Poll. The CB Extension shall take effect from the date of the Supplemental Deed Poll.

LISTING RULES IMPLICATIONS

Pursuant to Rule 28.05 of the Listing Rules, any alteration in the terms of convertible debt securities after issue must be approved by the Stock Exchange, except where the alteration takes effect automatically under the existing terms of such convertible debt securities. The Company has applied to the Stock Exchange for approval of the CB Extension contemplated under the Amendment Deed.

Riverhead Capital holds 2,744,350,000 Shares which represent approximately 29.98% of the issued share capital of the Company as at the date of this announcement. Therefore, Riverhead Capital is a connected person of the Company under the Listing Rules. Accordingly, the CB Extension contemplated under the Amendment Deed constitutes a connected transaction of the Company and is subject to reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

The Company will seek the Independent Shareholders’ approval for the CB Extension contemplated under the Amendment Deed and the proposed grant of the Specific Mandate at the EGM.

APPOINTMENT OF THE INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee, comprising Mr. CHAN Kin Sang, Mr. CHIU Kung Chik, Mr. LI Gaofeng and Mr. LIU Xin, being all independent non-executive Directors, has been established to advise the Independent Shareholders as to whether the CB Extension contemplated under the Amendment Deed and the proposed grant of the Specific Mandate is fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole so far as the Independent Shareholders are concerned. Rainbow Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

GENERAL

The EGM will be convened for the Independent Shareholders to consider and, if thought fit, approve, among other matters, the CB Extension contemplated under the Amendment Deed and the proposed grant of the Specific Mandate.

A circular containing, among others, (i) further details of the CB Extension contemplated under the Amendment Deed and the proposed grant of the Specific Mandate; (ii) a letter of advice from the Independent Board Committee to the Independent Shareholders in relation to the CB Extension contemplated under the Amendment Deed and the proposed grant of the Specific Mandate; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the CB Extension contemplated under the Amendment Deed and the proposed grant of the Specific Mandate; and (iv) the notice of the EGM, is expected to be despatched to the Shareholders on or before 21 July 2020.

Shareholders and potential investors should note that the CB Extension is subject to the fulfilment of the Conditions Precedent. As the CB Extension may or may not proceed to completion, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

BACKGROUND INFORMATION

References are made to the circulars of the Company dated 7 October 2016 and 13 December 2016 and the announcements of the Company dated 21 September 2016, 22 November 2016, 30 March 2017 and 5 July 2018.

The Convertible Bonds were issued by the Company to Riverhead Capital as follows:

				Status/
				outstanding
				principal
				amount as at
		Date of	Principal	the date of this
Tranche	Date of issue	maturity	amount	announcement
Tranche 1 CB	30 March 2017	30 March 2020	HK$125,661,000	Converted in
				whole on
				27 April 2017
Tranche 2 CB	28 June 2017	28 June 2020	HK$60,000,000	HK$60,000,000
Tranche 3 CB	5 July 2018	5 July 2021	HK$60,000,000	HK$21,000,000
(Note 1)				(Note 1)
Tranche 4 CB	–	–	HK$60,000,000	Not issued due
(Note 2)				to non-satisfaction
				of certain conditions
				precedent

Notes:

The Company has no immediate intention and has not been in discussion to extend the Tranche 3 CB. An amount equivalent to HK$39,000,000 of the Tranche 3 CB were partially converted on 11 January 2019.
The Company is not allowed to, and will not, issue the Tranche 4 CB in the future.

As at the date of this announcement, Riverhead Capital is the registered holder of the Convertible Bonds in the principal amount of HK$81,000,000 which represents all of the Convertible Bonds outstanding as at the date of this announcement.

THE AMENDMENT DEED AND EXTENSION OF THE MATURITY DATE OF THE CONVERTIBLE BONDS

The proposed amendment

Subject to fulfillment of the Conditions Precedent, the Company shall execute the Supplemental Deed Poll. The CB Extension shall take effect from the date of the Supplemental Deed Poll.

Save for the amendments above, other terms and conditions of the Convertible Bonds shall remain unchanged and in full force and effect and binding on the parties.

Conditions precedent to the Amendment Deed

The CB Extension under the Amendment Deed is conditional upon the satisfaction of the following Conditions Precedent:

(i) the Stock Exchange having approved the amendments to the terms and conditions of the Convertible Bonds;
(ii) the approval of (i) the amendments to the terms and conditions of the Convertible Bonds; and (ii) proposed grant of the Specific Mandate by the Independent Shareholders at the EGM;
(iii) the Listing Committee of the Stock Exchange having granted approval for the listing of, and permission to deal in, the Conversion Shares to be allotted and issued by the Company upon conversion of the Tranche 2 CB; and
(iv) the sanction of the Supplemental Deed Poll by a special resolution of Riverhead Capital as holder of the Convertible Bonds.

As at the date of this announcement, condition (iv) above has been fulfilled while conditions (i), (ii) and (iii) above remain outstanding.

Principal terms of the Convertible Bonds (as amended and supplemented by the Supplemental Deed Poll)

The principal terms of the Convertible Bonds (as amended and supplemented by the Supplemental Deed Poll) are set out as follows:

Issuer: the Company Holder: Riverhead Capital Aggregate principal an aggregate principal amount of up to HK$305,661,000, comprising amount: four tranches with a principal amount of HK$125,661,000 for the Tranche 1 CB, a principal amount of HK$60,000,000 for the Tranche 2 CB, a principal amount of HK$60,000,000 for the Tranche 3 CB and a principal amount of HK$60,000,000 for the Tranche 4 CB. Issue price: (a) 100% at the full face value of the Tranche 1 CB (i.e. HK$125,661,000);

(b) 100% at the full face value of the Tranche 2 CB (i.e. HK$60,000,000);
(c) 100% at the full face value of the Tranche 3 CB (i.e. HK$60,000,000); and
(d) 100% at the full face value of the Tranche 4 CB (i.e. HK$60,000,000).

Maturity date:

Interest rate:

Interest period:

Conversion Price:

Adjustment events:

in respect of each tranche of the Convertible Bonds, (i) the date falling on the third (3[rd] ) anniversary of the date of issue of the Tranche 1 CB, the Tranche 3 CB and the Tranche 4 CB; and (ii) the date falling on the fifth (5[th] ) anniversary of the date of issue of the Tranche 2 CB, as the case may be (both dates inclusive).

2% per annum (on the basis of a 365-day year, or a 366-day in a leap year) on the outstanding principal amount of the Convertible Bonds which shall be paid on the maturity date of the Convertible Bonds.

the period commencing from (and including) the date of issue of the Convertible Bonds to (but excluding) maturity date of the Convertible Bonds.

HK$0.06 per Conversion Share, subject to adjustments as set out and in accordance with the terms and conditions of the Convertible Bonds.

The Conversion Price is subject to adjustments in accordance with the terms and conditions set out in the Convertible Bonds if any of the following specific events occurs:

(a) where there is an alteration to the nominal amount of a Share by reason of any consolidation or subdivision;
(b) where the Company issues (other than in lieu of a cash dividend) any Shares credited as fully paid by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve fund);
(c) where the Company makes (whether on a reduction of capital or otherwise except pursuant to any purchase by the Company of its own Shares which is permitted by law and by the rules of the Stock Exchange and in accordance with the provisions of the Company’s memorandum and articles of association) any capital distribution (including distributions in cash or specie, and any dividend charged or provided for in the accounts for any financial period) to the Shareholders (in their capacity as such) or grants to the Shareholders rights to acquire for cash assets of the Company or any of its subsidiaries;
(d) where the Company offers to the Shareholders Shares for subscription by way of rights, or grants to the Shareholders any options or warrants to subscribe for Shares at a price per Share which is less than 90% of the market price (as defined in the Convertible Bonds) as at the date of the announcement of the terms of the offer or grant;

(e) where the Company or any other company issues wholly for cash any securities which by their terms are convertible into or exchangeable for or carrying rights of conversion for Shares, and the total effective consideration (as defined in the Convertible Bonds) per Share initially receivable for such securities is less than 90% of the market price (as defined in the Convertible Bonds) as at the date of the announcement of the terms of issue of such securities;
(f) where the rights of conversion or exchange attached to any such securities as mentioned in sub-paragraph (e) above are modified so that the total effective consideration (as defined in the Convertible Bonds) per Share initially receivable for such securities shall be less than 90% of the market price (as defined in the Convertible Bonds) as at the date of announcement of the proposal to modify such rights of conversion or exchange;
(g) where the Company issues wholly for cash any Shares at a price per Share which is less than 90% of the market price as at the date of the announcement of the terms of such issue; or
(h) where the Company shall be permitted by law and, by the rules of the Stock Exchange and in accordance with the provisions of its memorandum and articles of association, purchases and makes an offer or invitation to the Shareholders to tender for sale to the Company any Shares or if the Company purchases any Shares or securities convertible into Shares or any rights to acquire Shares (excluding any such purchase made on the Stock Exchange, or any recognised stock exchange, being a stock exchange recognised for this purpose by the SFC or equivalent authority and the Stock Exchange).

Notwithstanding the specific adjustment events set out above, in any circumstances where the Directors shall consider that an adjustment to the Conversion Price provided for under the relevant provisions set out in the terms of Convertible Bonds should not be made or should be calculated on a different basis or that an adjustment to the Conversion Price should be made notwithstanding that no such adjustment is required under such relevant provisions set out in the Convertible Bonds or that such adjustment shall take effect on a different date or at a different time from that provided under such relevant provisions, the Company shall appoint an approved merchant bank or the auditors of the Company to consider whether for any reason whatsoever the adjustment to be made (or the absence of adjustment) would or might not fairly and appropriately reflect the relative interests of the persons affected thereby and, if such approved merchant bank or the auditors of the Company consider this to be the case, the adjustment shall be modified or nullified, or an adjustment made instead of no adjustment, in such manner (including, without limitation, making an adjustment calculated on a different basis) and/or the adjustment takes effect on a different date and/or time as shall be certified by such approved merchant bank or the auditors of the Company to be in its opinion appropriate.

Whenever the Conversion Price is adjusted, the Company will give notice to the holders of the Convertible Bonds (setting forth the event giving rise to the adjustment, the Conversion Price in effect prior to such adjustment, the adjusted Conversion Price and the effective date thereof) and will at all times until conversion date make available for inspection by them, among other things, a signed certificate of the auditors of the Company or (as the case may be) of the relevant approved merchant bank and a certificate signed by a Director setting out brief particulars of the event giving rise to the adjustment, the Conversion Price in effect prior to such adjustment, the adjusted Conversion Price and the effective date thereof. The Company will make announcement(s) on any adjustment to the Conversion Price.

Conversion Shares:

Conversion Rights:

5,094,350,000 Conversion Shares would be in issue on full conversion of the Convertible Bonds.

holder of the Convertible Bonds will have the right, during the period commencing on the date of issue of each tranche of the Convertible Bonds up to and ending on the third (3[rd] ) business day prior to their respective maturity dates, to convert the Convertible Bonds in whole or in part of the outstanding principal amount of the Convertible Bonds into Conversion Shares, provided that the exercise of the Conversion Rights will not result in:

(a) any mandatory offer obligation under Rule 26.1 of the Takeovers Code being triggered by the holder of the Convertible Bonds and/ or parties acting in concert (as defined in the Takeovers Code) with such holder; or
(b) the Company being in breach of any provision of the Listing Rules, including the requirement to maintain any prescribed minimum percentage of the issued share capital of the Company held by the public.

Redemption:

Transferability:

The Company shall redeem the Convertible Bonds by repaying the holder(s) of the Convertible Bonds all outstanding principal amount and accrued interests of the Convertible Bonds on the maturity date of the Convertible Bonds. No interest shall be paid on the amount of the Convertible Bonds which has been converted into Conversion Shares prior to the maturity date of the Convertible Bonds.

The Convertible Bonds are transferable except that no Convertible Bonds shall be transferred to any person who:

(i) is not independent of the Group or the connected persons of the Company (unless otherwise permitted with prior written consent of the Company); or

(ii) is a party acting in concert (as defined in the Takeovers Code) with any person or Shareholder to the effect that any transfer of the Convertible Bonds to such transferee(s) and/or the exercise by such transferee(s) of any conversion right attaching to the Convertible Bonds subject to such transfer will trigger the mandatory offer obligation under Rule 26.1 of the Takeovers Code.
Ranking of The Conversion Shares alloted and issued upon conversion of the Conversion Convertible Bonds will in all respects rank pari passu in all respects Shares: with the Shares already in issue on the conversion date.
Restriction to the transfer of Conversion Shares:
During the period of twelve months commencing from the date of issuance of the Convertible Bonds, the holder of the Convertible Bonds shall not dispose of or transfer or enter into any agreement to dispose of or otherwise create any options, rights, interest or encumbrances in respect of any of the Conversion Shares issued pursuant to the exercise of any conversion right by that holder of the Convertible Bonds. After the abovementioned 12-month period, the Conversion Shares shall be transferable provided that the transfers of the Conversion Shares are in compliance with all rules and requirements under the Listing Rules and laws and regulations applicable to the Company and/or registered holder(s) of the Conversion Shares.
Status: The Convertible Bonds constitute a direct unconditional, unsubordinated and unsecured obligations of the Company and shall at all times rank pari passu and rateably without preference (with the exception of obligations in respect of taxes and certain other statutory exceptions) equally with all other unsecured and unsubordinated obligations of the Company. The payment obligations of the Company under the Convertible Bonds shall, save for such exceptions as may be provided by applicable legislation, rank at least equally with all its other present and future unsecured and unsubordinated obligations.
Listing: No application has been nor will be made by the Company for the listing of the Convertible Bonds on the Stock Exchange.

Application has been made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares that may be issued upon the conversion of the Convertible Bonds.

Please refer to the circulars of the Company dated 7 October 2016 and 13 December 2016 for further details of the Convertible Bonds.

Proposed grant of the Specific Mandate

The Conversion Shares, upon conversion of the Tranche 2 CB, will be allotted and issued under the Specific Mandate to be sought for approval from the Independent Shareholders at the EGM.

REASONS FOR ENTERING INTO THE AMENDMENT DEED AND THE CB EXTENSION

Tranche 2 CB of the Convertible Bonds was due on 28 June 2020. The proposed amendment to extend the maturity date of the Tranche 2 CB can relieve the imminent need of the Company to repay Tranche 2 CB of the Convertible Bonds (in case Tranche 2 CB of the Convertible Bonds remains outstanding as at its original maturity date), which in turn, can retain appropriate level of funds for its business development and general working capital of the Group.

In light of the above, the Board (excluding the independent non-executive Directors who will opine after taking into account the opinions from the Independent Financial Adviser) considers that although the CB Extension contemplated under the Amendment Deed is not entered in the ordinary and usual course of business of the Company, the CB Extension contemplated under the Amendment Deed was arrived at after arm’s length negotiation between the Company and Riverhead Capital and the Board (excluding the independent non-executive Directors who will opine after taking into account the opinions from the Independent Financial Adviser) considers that the CB Extension contemplated under the Amendment Deed is on normal commercial terms, is fair and reasonable and in the interests of the Company and the Shareholders as a whole. The Directors (excluding the independent non-executive Directors who will opine after taking into account the opinions from the Independent Financial Adviser) are of the view that the CB Extension will not pose any significant impact on the operations of the Group.

Since Mr. Xie is the controlling shareholder and sole director of Riverhead Capital and is considered to have a material interest in the transactions contemplated under the Amendment Deed and the proposed grant of the Specific Mandate, he has abstained from voting on the board resolution for approving the CB Extension contemplated under the Amendment Deed and the proposed grant of the Specific Mandate. Save as disclosed above, none of the Directors has a material interest in the CB Extension contemplated under the Amendment Deed and the proposed grant of the Specific Mandate or should abstain from voting in respect of the relevant board resolutions.

INFORMATION OF THE COMPANY, THE GROUP AND RIVERHEAD CAPITAL

The Company is an investment holding company incorporated in the Cayman Islands with limited liability and the issued shares of which are listed on the Main Board of 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, consultancy and insurance brokerage and asset management services.

Riverhead Capital is a limited liability company incorporated in the Cayman Islands and is owned as to 80% by Mr. Xie and as to 20% by Ms. Xie Juhan, who is the daughter of Mr. Xie. Riverhead Capital is an investment holding company.

LISTING RULES IMPLICATIONS

The Company will seek the Independent Shareholders’ approval for the CB Extension contemplated under the Amendment Deed and the proposed grant of the Specific Mandate at the EGM.

APPOINTMENT OF THE INDEPENDENT FINANCIAL ADVISER

GENERAL

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise.

“Amendment Deed”	the amendment deed entered into by the Company and Riverhead
	Capital dated 8 July 2020 to extend the maturity date of the
	Tranche 2 CB from the date falling on the third anniversary of
	the issue date of the Tranche 2 CB (i.e. 28 June 2020) to the fifth
	anniversary of the issue date of the Tranche 2 CB (i.e. 28 June
	2022)
“associate(s)”	has the meaning ascribed thereto in the Listing Rules
“Board”	the board of Directors
“CB Extension”	the proposed amendment to the terms and conditions of the
	Convertible Bonds to extend the maturity date of the Tranche 2
	CB from the date falling on the third anniversary of the issue date
	of the Tranche 2 CB (i.e. 28 June 2020) to the fifth anniversary of
	the issue date of the Tranche 2 CB (i.e. 28 June 2022)
“Company”	China Fortune Financial Group Limited (中國富強金融集團有
	限公司), a company incorporated in the Cayman Islands with
	limited liability and the issued Shares of which are listed on the
	Main Board of the Stock Exchange (stock code: 290)
“Conditions Precedent”	the conditions precedent to the Amendment Deed
“connected person(s)”	has the meaning ascribed thereto in the Listing Rules
“controlling shareholder(s)”	has the meaning ascribed thereto in the Listing Rules
“Conversion Rights”	the right of the holder of the Convertible Bonds to convert the
	outstanding principal amount of the Convertible Bonds into such
	number of Shares credited as fully paid
“Conversion Share(s)”	the Share(s) which may fall to be allotted and issued upon the
	exercise of the conversion rights attaching to the Convertible
	Bonds
“Convertible Bonds”	the 3-year 2% unsecured redeemable convertible bonds in the
	aggregate principal amount of up to HK$305,661,000 issued by
	the Company, details of which are set out in the circulars of the
	Company dated 7 October 2016 and 13 December 2016
“Director(s)”	the director(s) of the Company

“EGM”	the extraordinary general meeting of the Company to be convened
	for the Independent Shareholders to consider and, if thought fit,
	approve, among other matters, the CB Extension contemplated
	under the Amendment Deed and the proposed grant of the
	Specific Mandate
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Independent Board	the independent board committee comprising Mr. CHAN Kin
Committee”	Sang, Mr. CHIU Kung Chik, Mr. LI Gaofeng and Mr. LIU Xin,
	being all the independent non-executive Directors, established
	to advise the Independent Shareholders in connection with the
	CB Extension contemplated under the Amendment Deed and the
	proposed grant of the Specific Mandate
“Independent Financial	Rainbow Capital (HK) Limited (浤博資本有限公司), a licensed
Adviser” or	corporation to carry on Type 6 (advising on corporate finance)
“Rainbow Capital”	regulated activity as defined under the SFO and the independent
	financial adviser to the Independent Board Committee and the
	Independent Shareholders in connection with the CB Extension
	contemplated under the Amendment Deed and the proposed grant
	of the Specific Mandate
“Independent	Shareholders other than Riverhead Capital and its associates
Shareholder(s)”
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Mr. Xie”	Mr. XIE Zhichun, the Chairman of the Board, an executive
	Director and the controlling shareholder and sole director of
	Riverhead Capital
“PRC”	the People’s Republic of China, excluding Hong Kong, Macau
	Special Administrative Region and Taiwan for the purpose of this
	announcement
“Riverhead Capital”	Riverhead Capital (International) Management Co., Ltd.（江先
	資本（國際）管理有限公司）, a company incorporated in the
	Cayman Islands and is owned as to 80% by Mr. Xie and 20% by
	Ms. XIE Juhan
“SFC”	the Securities and Futures Commission
“SFO”	Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
“Share(s)”	ordinary share(s) of HK$0.01 each in the share capital of the
	Company

“Shareholders(s)”

the holder(s) of the Share(s)

“Specific Mandate”

the specific mandate to be granted to the Directors by the Independent Shareholders at the EGM for the allotment and issue of Conversion Shares upon exercise of the conversion rights attached to the Tranche 2 CB

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

“Supplemental Deed Poll” the supplemental deed poll to be executed by the Company upon the satisfaction of the Conditions Precedent to effect the CB Extension

“Takeovers Code” The Codes on Takeovers and Mergers and Share Buy-backs
“Tranche 1 CB”

the first tranche of the Convertible Bonds in the aggregate principal amount of HK$125,661,000 issued to Riverhead Capital on 30 March 2017

“Tranche 2 CB” the second tranche of the Convertible Bonds in the aggregate principal amount of HK$60,000,000 issued to Riverhead Capital on 28 June 2017
“Tranche 3 CB” the third tranche of the Convertible Bonds in the aggregate principal amount of HK$60,000,000 issued to Riverhead Capital on 5 July 2018
“Tranche 4 CB” the fourth tranche of the Convertible Bonds in the aggregate principal amount of HK$60,000,000
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
% per cent

By order of the Board of China Fortune Financial Group Limited ZHU Yi Chief Executive Officer and Executive Director

Hong Kong, 8 July 2020

As at the date of this announcement, the Board consists of three executive directors, namely Mr. XIE Zhichun (Chairman), Mr. ZHU Yi and Ms. SUN Qing; three non-executive directors, namely Mr. HAN Hanting, Mr. CHEN Zhiwei and Mr. WU Ling; and four independent nonexecutive directors, namely Mr. CHAN Kin Sang, Mr. CHIU Kung Chik, Mr. LI Gaofeng and Mr. LIU Xin.

AI assistant

Television Broadcasts Limited Capital/Financing Update 2020

49261_rns_2020-07-08_a797c6b7-f044-49db-b7c5-8f756e876158.pdf

China Fortune Financial Group Limited

(1) CONNECTED TRANSACTION PROPOSED EXTENSION OF THE MATURITY DATE OF THE CONVERTIBLE BONDS; AND (2) PROPOSED GRANT OF SPECIFIC MANDATE

PROPOSED EXTENSION OF THE MATURITY DATE OF THE CONVERTIBLE BONDS

LISTING RULES IMPLICATIONS

APPOINTMENT OF THE INDEPENDENT FINANCIAL ADVISER

GENERAL

BACKGROUND INFORMATION

THE AMENDMENT DEED AND EXTENSION OF THE MATURITY DATE OF THE CONVERTIBLE BONDS

The proposed amendment

Conditions precedent to the Amendment Deed

Principal terms of the Convertible Bonds (as amended and supplemented by the Supplemental Deed Poll)

Maturity date:

Interest rate:

Interest period:

Adjustment events:

Conversion Shares:

Conversion Rights:

Redemption:

Transferability:

Proposed grant of the Specific Mandate

REASONS FOR ENTERING INTO THE AMENDMENT DEED AND THE CB EXTENSION

INFORMATION OF THE COMPANY, THE GROUP AND RIVERHEAD CAPITAL

LISTING RULES IMPLICATIONS

APPOINTMENT OF THE INDEPENDENT FINANCIAL ADVISER

GENERAL

DEFINITIONS

AI assistant

Television Broadcasts Limited — Capital/Financing Update 2020

49261_rns_2020-07-08_a797c6b7-f044-49db-b7c5-8f756e876158.pdf

China Fortune Financial Group Limited

(1) CONNECTED TRANSACTION PROPOSED EXTENSION OF THE MATURITY DATE OF THE CONVERTIBLE BONDS; AND (2) PROPOSED GRANT OF SPECIFIC MANDATE

PROPOSED EXTENSION OF THE MATURITY DATE OF THE CONVERTIBLE BONDS

LISTING RULES IMPLICATIONS

APPOINTMENT OF THE INDEPENDENT FINANCIAL ADVISER

GENERAL

BACKGROUND INFORMATION

THE AMENDMENT DEED AND EXTENSION OF THE MATURITY DATE OF THE CONVERTIBLE BONDS

The proposed amendment

Conditions precedent to the Amendment Deed

Principal terms of the Convertible Bonds (as amended and supplemented by the Supplemental Deed Poll)

Maturity date:

Interest rate:

Interest period:

Adjustment events:

Conversion Shares:

Conversion Rights:

Redemption:

Transferability:

Proposed grant of the Specific Mandate

REASONS FOR ENTERING INTO THE AMENDMENT DEED AND THE CB EXTENSION

INFORMATION OF THE COMPANY, THE GROUP AND RIVERHEAD CAPITAL

LISTING RULES IMPLICATIONS

APPOINTMENT OF THE INDEPENDENT FINANCIAL ADVISER

GENERAL

DEFINITIONS

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Television Broadcasts Limited Capital/Financing Update 2020