Television Broadcasts Limited — Proxy Solicitation & Information Statement 2010

Dec 30, 2010

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Fortune Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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(Incorporated in the Cayman Islands with limited liability) (Stock Code: 290)

Website: http://www.290.com.hk

SUBSCRIPTION OF SHARES UNDER SPECIFIC MANDATE AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Terms used in this cover page, have the same meanings as defined in this circular.

A notice convening the EGM to be held at 13th Floor, Sunning Plaza, 10 Hysan Avenue, Causeway Bay, Hong Kong on 17 January 2011 at 11: 30 a.m. is set out on pages 11 to 12 of this circular. A form of proxy for the EGM is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at 18th Floor, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM if you so wish.

31 December 2010

CONTENT

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of the Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		11

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the below meanings:

• ‘‘Board’’ the board of Directors ‘‘Business Day’’ a day (other than a Saturday and a Sunday) on which banks in Hong Kong are generally open for business throughout the normal business hours

• ‘‘China Cinda’’ 中國信達資產管理股份有限公司 (China Cinda Asset Management Co., Ltd.), a company incorporated in the PRC

• ‘‘China Cinda (HK)’’ 中國信達（香港）資產管理有限公司 (China Cinda (HK) Asset Management Co., Ltd.), a company incorporated in Hong Kong

• ‘‘Company’’ China Fortune Group Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the Stock Exchange

• ‘‘Completion’’ completion of the Subscription Agreement under and pursuant to the Subscription Agreement

• ‘‘Completion Date’’ the second Business Day following the satisfactory completion, fulfillment and/or waiver (as the case may be) of the conditions precedent set out in the Subscription Agreement, and in any event no later than 5 March 2011 (or such later date as the Company and the Subscriber may agree)

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘Effective Period’’ from the date of execution of the Subscription Agreement up to and inclusive of the Completion Date

• ‘‘EGM’’ an extraordinary general meeting of the Company to be convened and held on 17 January 2011 at 11: 30 a.m. for the purpose of considering and, if thought fit, to approve, inter alia, the Subscription Agreement and the transactions contemplated thereunder and the grant of the Specific Mandate to the Directors to allot and issue the Subscription Shares

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘Hong Kong’’ The Hong Kong Special Administrative Region of the PRC

• ‘‘Independent Third third party(ies) independent of and not connected with the Party(ies)’’ Company, its directors, its substantial shareholders or its chief executives or its subsidiaries or any of their respective associates (within the meaning ascribed in the Listing Rules)

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DEFINITIONS

• ‘‘Last Trading Day’’ 3 December 2010, being the last trading day on which the Shares were traded on the Stock Exchange immediately prior to the date of the Subscription Agreement

• ‘‘Latest Practicable 24 December 2010, being the latest practicable date prior to the Date’’ printing of this circular for the purposes of ascertaining certain information contained herein

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘PRC’’ The People Republic of China (for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan)

• ‘‘Share(s)’’ ordinary share(s) of HK$0.10 each in the capital of the Company

• ‘‘Shareholder(s)’’ holder(s) of the Shares

• ‘‘Specific Mandate’’ a specific mandate to be sought from the Shareholders at the EGM to allot and issue the Subscription Shares subject to and upon the terms and conditions of the Subscription Agreement

• ‘‘Stock Exchange’’ the Stock Exchange of Hong Kong Limited

• ‘‘Subscriber’’ Mankind Investment Limited, a company incorporated in the British Virgin Islands with limited liability

• ‘‘Subscription’’ the subscription of the Subscription Shares by the Subscriber subject to and upon the terms and conditions of the Subscription Agreement

• ‘‘Subscription the conditional subscription agreement dated 6 December 2010 Agreement’’ entered into between the Company and the Subscriber in relation to, among others, the Subscription

• ‘‘Subscription Price’’ the subscription price of HK$0.20 per Subscription Share

• ‘‘Subscription Share(s)’’ an aggregate of 500,000,000 new Shares to be subscribed by the Subscriber subject to and upon the terms and conditions of the Subscription Agreement

• ‘‘The Ministry of The Ministry of Finance of the PRC Finance’’

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘%’’ per cent

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LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 290)

Website: http://www.290.com.hk

Non-Executive Directors:

Mr. Wong Kam Fat, Tony (Chairman) Mr. Zhang Min Mr. Xia Yingyan

Registered Office: P.O. Box 309, Ugland House Grand Cayman, KY1-1104 Cayman Islands

Executive Directors:

Mr. Ng Cheuk Fan, Keith (Managing Director) Mr. Yeung Kwok Leung Mr. Hon Chun Yu

Independent Non-Executive Directors:

Head Office and Principal Place of Business in Hong Kong: 13th Floor, Sunning Plaza 10 Hysan Avenue Causeway Bay Hong Kong

Mr. Ng Kay Kwok

Mr. Lam Ka Wai, Graham

• Mr. Tam B Ray Billy

31 December 2010

• To the Shareholders, and for information purpose only, the holders of warrants and convertible securities of the Company

Dear Sirs or Madam,

SUBSCRIPTION OF SHARES UNDER SPECIFIC MANDATE

INTRODUCTION

Reference is made to the announcement of the Company dated 7 December 2010 in relation to the Subscription. The purpose of this circular is to provide you with, among others, (i) further details of the Subscription Agreement and the transactions contemplated thereunder and the Specific Mandate; and (ii) a notice convening the EGM at which resolution will be proposed to approve the Subscription Agreement and the transactions contemplated thereunder, and the grant of Specific Mandate to the Directors to allot and issue the Subscription Shares.

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LETTER FROM THE BOARD

THE SUBSCRIPTION AGREEMENT

Date

6 December 2010 (after trading hours)

Issuer

The Company

Subscriber

The Subscriber

Pursuant to the Subscription Agreement, the Company has conditionally agreed to issue and the Subscriber has conditionally agreed to subscribe for the Subscription Shares at the Subscription Price, within the Effective Period.

The Subscriber is a company incorporated in the British Virgin Islands with limited liability and is principally engaged in investment holdings. The Directors understand that the sole beneficial owner of the Subscriber is China Cinda (HK). China Cinda (HK) is ultimately owned by China Cinda which is in turn authorized by the State Council of the PRC to be incorporated with all capital contribution injected from the Ministry of Finance.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each of the Subscriber and its ultimate beneficial owner(s) is an Independent Third Party at the time of entering into of the Subscription Agreement.

Number of Subscription Shares

The Subscription Shares represent approximately 29.93% of the total issued share capital of the Company as at the Latest Practicable Date and approximately 23.04% of the total issued share capital of the Company as enlarged by the issuance of the Subscription Shares upon Completion. As such, upon Completion, the Subscriber will become a substantial Shareholder (as defined under the Listing Rules).

As at the date of the Subscription Agreement, the Subscriber did not hold any Share.

Subscription Price

The Subscription Price of HK$0.20 per Subscription Share represents:

• (i) a discount of approximately 50.62% to the closing price of HK$0.405 per Share as quoted on 6 December 2010, being the date of the Subscription Agreement;

• (ii) a discount of approximately 49.87% to the average closing price of approximately HK$0.399 per Share in the last five consecutive trading days up to and including the Last Trading Day;

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LETTER FROM THE BOARD

• (iii) a discount of approximately 49.56% to the average closing price of approximately HK$0.3965 per Share in the last ten consecutive trading days up to and including the Last Trading Day; and

• (iv) a discount of approximately 48.05% to the closing price of HK$0.385 per Share as quoted on the Stock Exchange on the Latest Practicable Date.

The Subscription Price was arrived at after arm’s length negotiations between the Company and the Subscriber and determined with reference to the audited net asset value of the Group of HK$0.1091 per Share as at 31 March 2010 and the recent Share price. The Directors consider that the Subscription Price is fair and reasonable and is in the interests of the Company and the Shareholders as a whole.

As there are no significant expenses or commission incurred from the Subscription, it is estimated that the net price of the Subscription Share is approximately HK$0.20.

The aggregate consideration of the Subscription Shares is payable in cash by the Subscriber at Completion.

Mandate to issue the Subscription Shares

The Subscription Shares will be issued under the Specific Mandate to be sought at the EGM.

Ranking of the Subscription Shares

The Subscription Shares, when fully paid, will rank pari passu in all respects with the Shares in issue at the date of allotment of the Subscription Shares.

Application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares.

CONDITIONS PRECEDENT

Completion of the Subscription is conditional upon fulfillment (or waiver, where applicable) of the following conditions precedent:

• (a) the passing of the requisite resolution(s) by the Shareholders at the EGM approving the Subscription Agreement and the transactions contemplated thereunder, including but not limited to the allotment and issuance of the Subscription Shares;

• (b) the Listing Committee of the Stock Exchange having approved the Subscription Agreement and granted the listing of and permission to deal in the Subscription Shares; and

• (c) (i) all representations, warranties and undertakings given by the parties thereto remaining true, accurate, without any omission and not misleading in any material aspect up to and inclusive of the Completion Date; (ii) on or before the Completion Date, the Company fulfilled all responsibilities contained in the

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LETTER FROM THE BOARD

Subscription Agreement; and (iii) the Subscriber shall receive a written confirmation signed and issued by a duly authorised senior officer of the Company on the Completion Date confirming (i) and (ii) above.

Save for condition (c) above which may be waived by the Subscriber, none of the above conditions may be waived.

If any of the above conditions are not fulfilled (or waived, where applicable) on or before 5 March 2011 or such later date as the Company and the Subscriber may agree, the Subscription Agreement shall terminate and the parties thereto shall be released and discharged from all obligations save for liabilities in respect of any antecedent breaches thereof.

COMPLETION

Completion of the Subscription Agreement shall take place on the Completion Date.

Completion of the Subscription is subject to the satisfaction (or waiver, where applicable) of the conditions set out in the Subscription Agreement, including but not limited to the Shareholders’ approval which will be sought at the EGM, and may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

REASONS FOR ENTERING INTO THE SUBSCRIPTION AGREEMENT AND INTENDED USE OF PROCEEDS

The Company is an investment holding company. The Group is principally engaged in the provision of brokerage services for securities, futures and insurance and margin financing.

The gross proceeds and net proceeds from the Subscription will be approximately HK$100 million. The Company intends to apply the net proceeds to be raised from the Subscription, as well as the two fund raising activities mentioned under the paragraph headed ‘‘FUND RAISING ACTIVITIES DURING THE PAST TWELVE MONTHS’’, for margin loans to the clients of the Group as a general working capital of the Group. The Group intends to continue to expand the securities brokerage and margin financing business. As such, improving the general working capital position of the Company would provide further flexibility to the Group in the expansion in its margin financing business which could in turn lead to the growth of the brokerage business of the Group. The revenue and profit of the Group could also be increased.

China Cinda has an extensive network and is an expert in different areas of financial services in the PRC and Hong Kong, including asset management (fund and trust), securities and futures related business as well as insurance. The business of China Cinda is of a similar nature with the Group.

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LETTER FROM THE BOARD

Referring to the annual report of the Group for the year ended 31 March 2010, it recorded a tremendous increase on the proportion of revenue contributed by the securities brokerage and securities financing businesses in compare to the previous year. As the PRC has become the world’s second-largest economy, providing immense opportunities to the local financial market; Hong Kong, as a preferred international fund raising platform for various enterprises on the Mainland, will act as a cross border pivotal for international investors. In this promising economic climate, and in line with the Company’s corporate strategy to become an integrated financial services provider in the Great China Region, the Company will continue to contribute resources to the financial service-related business and strengthen the mainland presence. As such, if the Subscription succeeds and the Subscriber then become a substantial shareholder of the Company, the Group may benefit from the network and the expertise of China Cinda in the financial services sector and will bring synergetic effect to the Company’s business both in the Hong Kong and Mainland financial markets.

As the Company intends to continue to expand its securities brokerage and margin financing business, further resources would be required. In view of the low liquidation of the Shares, the premium of the Subscription Price to the audited net asset value of each Share, the background of the Subscriber and the expected synergy to be established between the Group and the Subscriber, the Directors consider the Subscription is fair and reasonable and in the interest of the Shareholders.

The Directors consider that it is in the interest of the Company to raise capital from the equity market in order to enhance the capital base of the Company. The Directors consider the terms (including the Subscription Price) and conditions of the Subscription Agreement are fair and reasonable, and the entering into the Subscription Agreement is in the interests of the Company and the Shareholders as a whole.

EFFECT ON SHAREHOLDING STRUCTURE

The table below sets out the shareholding structure of the Company as at the Latest Practicable Date, and for illustrative purpose, the shareholding structure of the Company immediately upon the Completion (assuming no Shares are issued or repurchased between the Latest Practicable Date and the Completion):

Lao Chio Kuan (Note 1) Top Good Holdings Limited (Note 2) Jadehero Limited (Note 3) Existing public Shareholders The Subscriber Placee(s) (Note 4)	As at Latest Pract Number of shares 200,000,000 263,738,000 419,000,000 787,751,168 — — 1,670,489,168	the icable Date Approximately % 11.97% 15.79% 25.08% 47.16% — — 100.00%	Upon completion of Subscription Number of shares Approximately % 200,000,000 9.21% 263,738,000 12.15% 419,000,000 19.30% 787,751,168 36.30% 500,000,000 23.04% — — 2,170,489,168 100.00%	Upon completion of Subscription and the Placing (Note 4) Number of shares Approximately % 200,000,000 8.16% 263,738,000 10.76% 419,000,000 17.09% 787,751,168 32.14% 500,000,000 20.40% 280,534,000 11.45% 2,451,023,168 100.00%	Upon completion of Subscription and the Placing (Note 4) Number of shares Approximately % 200,000,000 8.16% 263,738,000 10.76% 419,000,000 17.09% 787,751,168 32.14% 500,000,000 20.40% 280,534,000 11.45% 2,451,023,168 100.00%
					100.00%

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LETTER FROM THE BOARD

Notes:

1. These Shares are held by Mr. Lao Chio Kuan.

2. These Shares are held by Top Good Holdings Limited (‘‘Top Good’’), a company incorporated in Hong Kong with limited liability. Top Good also holds (i) the zero coupon convertible bonds in the principal amount of HK$3,000,000 issued by the Company with an initial conversion price of HK$0.10 per conversion share; and (ii) the zero coupon convertible bonds issued by the Company in the principal amount of HK$32,000,000 with an initial conversion price of HK$0.16 per conversion share.

Top Good is a wholly-owned subsidiary of PME Group Limited, a company incorporated in the Cayman Islands and whose issued shares are listed on the Main Board of the Stock Exchange. Accordingly, PME Group Limited is deemed to be interested in the aforesaid Shares and convertible bonds that are held by Top Good.

1. These Shares are held by Jadehero Limited (‘‘Jadehero’’), a company incorporated in the British Virgin Islands with limited liability. Jadehero also holds (i) convertible bonds in the principal amount of HK$60,960,000 issued by the Company with an initial conversion price of HK$0.16 per conversion share; and (ii) options entitling Jadehero to subscribe for convertible bonds of the Company in the maximum principal sum of HK$128 million with an initial conversion price of HK$0.16 per conversion share.

Jadehero is owned as to 20% by Marvel Steed Limited and as to 80% by Southlead Limited. Mr. Wong Kam Fat, Tony (‘‘Mr. Wong’’), the chairman of the Company and a non-executive Director, is the sole beneficial owner of the entire equity interest in Marvel Steed Limited whereas Mr. Xia Yingyan (‘‘Mr. Xia’’), the non-executive Director, is the sole beneficial owner of the entire equity interest in Southlead Limited. Accordingly, Mr. Wong and Mr. Xia are deemed to be interested in the aforesaid Shares, convertible bonds and options that are held by Jadehero.

1. The Company entered into a placing agreement (the ‘‘Placing Agreement’’) with the VC Brokerage Limited as the placing agent on 8 December 2010 pursuant to which the Company has conditionally agreed to place, through the placing agent, a maximum of 280,534,000 placing shares at HK$0.328 per placing share (the ‘‘Placing’’).

The placee(s) is/are independent institutional or private investor(s) procured by the placing agent of the Company to subscribe for any of the placing shares pursuant and subject to the terms and conditions of the Placing Agreement. (Please refer to the announcement of the Company dated 8 December 2010 for details.)

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LETTER FROM THE BOARD

FUND RAISING ACTIVITIES DURING THE PAST TWELVE MONTHS

The following table summarizes the capital raising activities of the Group for the 12 months immediately preceding the Latest Practicable Date.

		Net proceeds raised	Intended use of
Date of Announcement	Description of Event	(approximate)	proceeds	Actual use of proceeds
7 September 2010	Extension of option period	Estimated to be a	general working	As at the Latest Practicable
	from 12 months to	maximum of	capital of	Date, no option has been
	24 months pursuant to the	HK$128 million,	the Group	exercised and therefore no
	supplemental agreement	if the options are		such proceed has been
	dated 6 September 2010.	fully exercised.		raised up to the Latest
				Practicable Date.
8 December 2010	Placing of a maximum of	Estimated to be	general working	As at the Latest Practicable
	280,534,000 Shares	approximately	capital of	Date, the placing has not
	pursuant to the placing	HK$90 million,	the Group	been completed and
	agreement dated	if fully placed.		therefore no such proceeds
	8 December 2010.			has been raised up to the
				Latest Practicable Date.

As at the Latest Practicable Date, the abovementioned fund raising activities have yet to complete. Please also refer to the paragraph headed ‘‘REASONS FOR ENTERING INTO THE SUBSCRIPTION AGREEMENT AND INTENDED USE OF PROCEEDS’’ for further information of intended use of proceeds.

Save as and except for the above and the Subscription, the Company has not conducted any fund raising activity in the past twelve months immediately preceding the Latest Practicable Date.

EGM

A notice convening an extraordinary general meeting of the Company to be held at 13th Floor, Sunning Plaza, 10 Hysan Avenue, Causeway Bay, Hong Kong on 17 January 2011 at 11: 30 a.m is set out on pages 11 to 12 of this circular. An ordinary resolution will be proposed at the EGM to consider and, if thought fit, to approve the Subscription Agreement and the transactions contemplated thereunder and the grant of the Specific Mandate to the Directors to allot and issue the Subscription Shares.

A form of proxy for the EGM is enclosed with this circular. Whether or not you will be able to attend the EGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar and transfer office of the Company in Hong Kong, Union Registrars Limited, at 18th Floor, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

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LETTER FROM THE BOARD

All votes of the Shareholders at the EGM shall be taken by poll pursuant to Rule 13.39(4) of the Listing Rules. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules. To the best knowledge of the Board, none of the Shareholders have a material interest in the Subscription and/or the transactions contemplated thereunder and will be required to abstain from voting at EGM in respect of the resolution relating to the Subscription Agreement and the transactions contemplated thereunder and the grant of the Specific Mandate.

RECOMMENDATION

The Board considers that the Subscription is in the interests of the Company and the Shareholders as a whole and accordingly recommends the Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Subscription Agreement and the transaction contemplated thereunder and the grant of the Specific Mandate to the Directors to allot and issue the Subscription Shares.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

By Order of the Board China Fortune Group Limited Ng Cheuk Fan, Keith Managing Director

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 290)

Website: http://www.290.com.hk

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘Meeting’’) of China Fortune Group Limited (the ‘‘Company’’) will be held at 13/F., Sunning Plaza, 10 Hysan Avenue, Causeway Bay, Hong Kong on 17 January 2011 at 11: 30 a.m. for the purpose of considering and, if thought fit, passing the following resolution with or without amendments as an ordinary resolution of the Company:

ORDINARY RESOLUTION

1. ‘‘THAT

2. (a) the subscription agreement dated 6 December 2010 entered into between the Company as issuer and Mankind Investment Limited as the subscriber (the ‘‘Subscription Agreement’’) in relation to the subscription of an aggregate of 500,000,000 new shares (the ‘‘Subscription Shares’’) of HK$0.10 each (the ‘‘Share(s)’’) in the share capital of the Company at a subscription price of HK$0.20 per Subscription Share and all transactions contemplated thereunder be and are hereby approved, confirmed and ratified (a copy of which has been produced to the Meeting marked ‘‘A’’ and signed by the chairman of the Meeting for the purpose of identification);

3. (b) conditional upon, among others, the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Subscription Shares, the allotment and issuance of the Subscription Shares, pursuant to and subject to the terms and conditions of the Subscription Agreement be and are hereby approved; and

4. (c) any one director of the Company be and is hereby authorised to exercise all the powers of the Company and take all steps as might in his/her opinion be desirable, necessary or expedient in relation to the allotment and issuance of the Subscription Shares in connection with the implementation of the

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NOTICE OF EXTRAORDINARY GENERAL MEETING

transactions contemplated under the Subscription Agreement including without limitation to the execution, amendment, supplement, delivery, submission and implementation of any further documents or agreements.’’

By Order of the Board China Fortune Group Limited Ng Cheuk Fan, Keith Managing Director

Hong Kong, 31 December 2010

Head Office and Principal Place of Business in Hong Kong: 13/F, Sunning Plaza 10 Hysan Avenue Causeway Bay Hong Kong

Registered Office: P.O. Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands

Notes:

1. Any registered shareholders of the Company entitled to attend and vote at the Meeting may appoint one or more than one proxy to attend and to vote in his stead. A proxy need not be a registered shareholder of the Company.

2. Where there are joint registered holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share as if he was solely entitled thereto; but if more than one of such joint holders be present at the Meeting personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register in respect of the relevant joint holding.

3. In order to be valid, this form of proxy and any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be delivered at the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, 18/F, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong, not less than 48 hours before the time appointed for the commencement of the Meeting or adjourned meeting. No instrument appointing a proxy shall be valid after the expiration of 12 months from the date named in it as the date of its execution.

4. Whether or not you propose to attend the Meeting in person, you are strongly urged to complete and return the proxy form in accordance with the instructions printed thereon. Completion and delivery of this form of proxy will not preclude you from attending in person and voting at the Meeting if you so wish and, in such event, this form of proxy shall be deemed to be revoked.

As at the date of this notice, the Board consists of three Executive Directors, namely, Mr. Ng Cheuk Fan, Keith (Managing Director), Mr. Yeung Kwok Leung and Mr. Hon Chun Yu; three Non-Executive Directors, Mr. Wong Kam Fat, Tony (Chairman), Mr. Zhang Min and Mr. Xia Yingyan; and three Independent Non-Executive Directors, namely, Mr. Tam B Ray Billy, Mr. Ng Kay Kwok and Mr. Lam Ka Wai, Graham.

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