Television Broadcasts Limited — Proxy Solicitation & Information Statement 2012

Feb 23, 2012

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 a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Fortune Financial Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale was effected for transmission to the purchaser or 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 however arising from or in reliance upon the whole or any part of the contents of this circular.

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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

PROPOSED AMENDMENTS TO MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

The notice convening the extraordinary general meeting of China Fortune Financial Group Limited to be held at 35th Floor, Office Tower, Convention Plaza, Wanchai, Hong Kong on Monday, 26 March 2012 at 11: 00 a.m., is set out on pages 5 to 10 of this circular. A form of proxy for the extraordinary general meeting is enclosed herewith. Whether or not you are able to attend the extraordinary general meeting, you are requested to complete the form of proxy and return it 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 in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting should you so wish.

24 February 2012

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . .	5

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DEFINITIONS

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

‘‘Articles’’ or ‘‘Articles the existing Memorandum of Association and Articles of of Association’’ Association of the Company ‘‘Board’’ the board of Directors ‘‘Company’’ China Fortune Financial Group Limited, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed and traded on the main board of the Stock Exchange (stock code: 290) ‘‘Directors’’ the directors of the Company ‘‘EGM’’ the extraordinary general meeting of the Company to be held at 35th Floor, Office Tower, Convention Plaza, Wanchai, Hong Kong on Monday, 26 March 2012 at 11: 00 a.m. (or any adjournment thereof), notice of which is set out on pages 5 to 10 of this circular ‘‘HK$’’ or ‘‘Hong Kong Hong Kong dollars, the lawful currency of Hong Kong Dollars’’ ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange ‘‘Share(s)’’ share(s) of HK$0.10 each in the share capital of the Company ‘‘Shareholder(s)’’ holder(s) of the Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

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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

Directors:

Executive Directors: Mr. Zhang Min (Chairman) Mr. Ng Cheuk Fan, Keith (Managing Director) Mr. Hon Chun Yu Mr. Xia Yingyan

Non-executive Directors:

Mr. Wong Kam Fat, Tony (Vice-chairman) Mr. Wu Ling

Independent non-executive Directors: Mr. Tam B Ray Billy Mr. Ng Kay Kwok

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

Head Office and Principal Place of Business: 35th Floor, Office Tower Convention Plaza 1 Harbour Road Wan Chai Hong Kong

Mr. Lam Ka Wai, Graham

24 February 2012

To the Shareholders

Dear Sir or Madam,

INTRODUCTION

At the forthcoming EGM, resolutions will be proposed to seek the Shareholders’ approval for the amendments to the Articles of Association.

The purpose of this circular is to provide you with information relating to the resolutions to be proposed at the EGM for the amendments to the Articles of Association and the notice of EGM.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Stock Exchange has amended the Listing Rules relating to, among other things, the Articles or equivalent constitutional documents of listed issuers. The amendments to the Listing Rules would come into effect on 1 January 2012 and 1 April 2012. Accordingly, the

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LETTER FROM THE BOARD

Directors propose to seek the approval of the Shareholders by way of special resolutions for the amendments to the existing Articles of Association and the adoption of the form of the amended and restated memorandum and articles of association by consolidating the various previous amendments made to the Articles at the EGM, so as to bring the constitution of the Company in line with current amendments made to the Listing Rules and with amendments made to the Companies Law of the Cayman Islands.

The major proposed amendments include the following:

• . to no longer permit a Director to disregard 5% interests when considering whether the Director has a material interest which would prevent him from forming part of the quorum or voting at board meeting; and

• . to allow the chairman at a general meeting to exempt procedural and administrative matters from voting by poll.

Details of the amendments to the Articles of Association are set out in the notice of EGM.

The legal advisers to the Company as to Hong Kong laws and Cayman Islands laws have respectively confirmed that the proposed amendments comply with the requirements of the Listing Rules and do not violate the applicable laws of the Cayman Islands. The Company confirms that there is nothing unusual about the proposed amendments for a Cayman Islands company listed on the Stock Exchange.

Shareholders are advised that the Articles of Association are available only in English and the Chinese translation of the amendments to the Articles of Association provided in the notice of EGM in Chinese is for reference only. In case of any inconsistency, the English version shall prevail.

EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held at 35th Floor, Office Tower, Convention Plaza, Wanchai, Hong Kong on Monday, 26 March 2012 at 11: 00 a.m. is set out on pages 5 to 10 of this circular. Special resolutions will be proposed at the EGM to approve the proposed amendments to the Articles of Association.

A form of proxy for use at the EGM is enclosed with this circular and such form of proxy is also published at the website of the Stock Exchange at www.hkex.com.hk. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company’s branch 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 holding of the EGM or any adjournment thereof. 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 should you so wish, and in such event, the instrument appointing a proxy shall be deemed revoked.

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LETTER FROM THE BOARD

All the resolutions proposed to be approved at the EGM will be taken by poll in accordance with the Listing Rules and an announcement will be made by the Company after the EGM on the results of the EGM.

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 Company. 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.

RECOMMENDATION

The Directors consider the proposed amendments to the Articles of Association are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM.

GENERAL

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the EGM.

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

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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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

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (‘‘EGM’’) of China Fortune Financial Group Limited (the ‘‘Company’’) will be held at 35th Floor, Office Tower, Convention Plaza, Wanchai, Hong Kong on Monday, 26 March 2012 at 11: 00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions as special resolutions of the Company:

SPECIAL RESOLUTIONS

1. THAT the memorandum of association of the Company (the ‘‘Memorandum’’) be and is hereby amended in the following manner:

2. (1) By deleting all references to ‘‘The Companies Law (2000 Revision)’’ and substituting therefor the words ‘‘The Companies Law (2011 Revision)’’.

3. (2) By deleting the words ‘‘Section 193’’ in Clause 7 of the Memorandum and substituting therefor the words ‘‘Section 174’’.

4. THAT the articles of association of the Company (the ‘‘Articles’’) be and is hereby amended in the following manner:

5. (1) By deleting all references to ‘‘The Companies Law (2000 Revision)’’ and substituting therefor the words ‘‘The Companies Law (2011 Revision)’’.

6. (2) Article 2

By deleting the definition of ‘‘electronic’’ and substituting therefor the following new definition of ‘‘electronic’’:

‘‘electronic’’

‘‘electronic’’ shall have the meaning given to it in the Electronic Transactions Law;

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NOTICE OF EXTRAORDINARY GENERAL MEETING

By adding the following new definition of ‘‘Electronic Transactions Law’’ after the definition of ‘‘Electronic Signature’’:

‘‘Electronic ‘‘Electronic Transactions Law’’ shall mean the Transactions Law’’ Electronic Transactions Law (2003 Revision) of the Cayman Islands and any amendment thereto or reenactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefore;

By adding the following sentence at the end of Article 2:

‘‘Sections 8 and 19 of the Electronic Transactions Law shall not apply.’’

• (3) Article 7

By renumbering the existing Article 7 as paragraph (a) and deleting the words ‘‘all or’’ after the words ‘‘otherwise acquire’’ in the first sentence of this paragraph.

By adding the following new paragraph (b) after paragraph (a):

• ‘‘(b) The Board may accept the surrender for no consideration of any fully paid share.’’

(4) Article 80

By deleting the existing Article 80 in its entirety and substituting therefor the following new Article 80:

‘‘80 Voting by poll

At any general meeting a resolution put to the vote of the meeting shall be decided on a poll save that the Chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. For the purposes of this Article, procedural and administrative matters are those that (i) are not on the agenda of the general meeting or in any supplementary circular that may be issued by the Company to its members; and (ii) relate to the Chairman’s duties to maintain the orderly conduct of the meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all members a reasonable opportunity to express their views.’’

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NOTICE OF EXTRAORDINARY GENERAL MEETING

(5) Article 81

By deleting the existing Article 81 in its entirety and substituting therefor the following new Article 81:

‘‘81 Poll

A poll shall (subject to Article 82) be taken in such manner (including the use of ballot or voting papers or tickets) and at such time and place, not being more than 30 days from the date of the meeting or adjourned meeting at which the poll was required as the Chairman directs and he may appoint scrutineers (who need not be members). No notice need be given of a poll not taken immediately. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was required. The Company shall only be required to disclose the voting figures on a poll if such disclosure is required by the Listing Rules.’’

(6) Article 83

By deleting the existing Article 83 in its entirety and substituting therefor the following new Article 83:

‘‘83 Show of hands

Where a resolution is voted on by a show of hands as permitted under these Articles, a declaration by the Chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the minute book of the Company shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.’’

(7) Article 85

By deleting the existing Article 85(a) in its entirety and substituting therefor the following new Article 85(a):

• ‘‘85(a) Subject to any special rights, privileges or restrictions as to voting for the time being attached to any class or classes of shares by or in accordance with these Articles, at any general meeting on a poll every member present in person (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share, and where a show of hands is allowed every member present in person (or being a corporation, is present by a duly authorised representative) or by proxy(ies) shall have one vote

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NOTICE OF EXTRAORDINARY GENERAL MEETING

provided that where more than one proxy is appointed by a Member which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands.’’

(8) Article 96

By deleting the existing Article 96(b) in its entirety and substituting therefor the following new Article 96(b):

• ‘‘96(b)If a recognised clearing house (or its nominee) is a member of the Company it may, by resolution of its directors or other governing body or by power of attorney, authorise such person or persons as it thinks fit to act as its proxy(ies) or representative(s) at any general meeting of the Company or at any general meeting of any class of members of the Company provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such person is so authorised. A person so authorised pursuant to this provision shall be entitled to exercise the same rights and powers on behalf of the recognised clearing house (or its nominee) which he represents as that recognised clearing house (or its nominee) could exercise if it were an individual member of the Company holding the number and class of shares specified in such authorisation including, where a show of hands is allowed, the right to vote individually on a show of hands, notwithstanding any contrary provision contained in Article 85.’’

(9) Article 106

By deleting the words ‘‘a special’’ in paragraph (g) and substituting therefor the words ‘‘an ordinary’’.

(10) Article 107

By deleting Article 107(c)(iii) in its entirety and substituting therefor the words ‘‘[INTENTIONALLY DELETED]’’.

(11) Article 112

By deleting the words ‘‘(as defined in Article 107(f) above’’) in Article 112(c)(i).

(12) Article 122

By deleting the word ‘‘special’’ in Article 122(a) and substituting therefor the word ‘‘ordinary’’.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

(13) Article 165A

By adding the following new Article 165A after Article 165:

• ‘‘165A Removal of Auditors prior to expiration of term of office

The Company shall not remove the Auditor before the end of the Auditor’s term of office without first obtaining member’s approval at a general meeting. The Company shall send a circular proposing the removal of the Auditor to members with any written representations from the Auditor, not less than 10 business days before the general meeting. The Company must allow the Auditor to attend the general meeting and make written and/or verbal representations to members at the general meeting.’’

1. ‘‘THAT the amended and restated memorandum and articles of association of the Company consolidating all of the various previous amendments and the proposed amendments referred to in paragraphs 1 and 2 above and in the form produced to the meeting, a copy of which has been produced to this meeting and marked ‘‘A’’ and initialed by the chairman of this meeting for the purpose of identification, be approved and adopted as the amended and restated memorandum and articles of association of the Company in substitution for and to the exclusion of all the Memorandum and Articles of the Company with immediate effect.’’

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

24 February 2012

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

Head Office and Principal Place of Business:

35/F, Office Tower Convention Plaza 1 Harbour Road Wan Chai Hong Kong

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NOTICE OF EXTRAORDINARY GENERAL MEETING

As at the date of this announcement, the Board consists of four executive Directors, namely Mr. Zhang Min (Chairman), Mr. Ng Cheuk Fan, Keith (Managing Director), Mr. Hon Chun Yu and Mr. Xia Yingyan; two non-executive Directors, namely Mr. Wong Kam Fat, Tony (Vice-chairman) and Mr. Wu Ling; and three independent non-executive Directors, namely Mr. Lam Ka Wai, Graham, Mr. Ng Kay Kwok and Mr. Tam B Ray Billy.

Notes:

• (1) Any registered shareholders of the Company entitled to attend and vote at the EGM 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 EGM, 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 EGM 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 EGM 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 are able to attend the EGM 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 EGM if you so wish and, in such event, this form of proxy shall be deemed to be revoked.

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