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Television Broadcasts Limited Share Issue/Capital Change 2011

Jan 6, 2011

49261_rns_2011-01-06_309b759b-85de-4730-b519-13638c1e17f6.pdf

Share Issue/Capital Change

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For Main Board and GEM listed issuers

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Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 31 December 2010

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer China Fortune Group Limited Date Submitted 6 January 2011

  • I. Movements in Authorised Share Capital

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1. Ordinary Shares
(1) Stock code : 0290 Description : Ordinary Shares
Authorised share
No. of ordinary Par value capital
shares (HK$) (HK$)
Balance at close of preceding month 5,000,000,000 0.10 500,000,000
- -
Increase/(decrease)
Balance at close of the month 5,000,000,000 0.10 500,000,000
(2) Stock code : N/A Description :
Par value Authorised share
No. of ordinary (State capital
shares currency) (State currency)
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month
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For Main Board and GEM listed issuers

2. Preference Shares

Stock code : N/A Description : Par value Authorised share No. of preference (State capital shares currency) (State currency) Balance at close of preceding month Increase/(decrease) Balance at close of the month 3. Other Classes of Shares Stock code : N/A Description : Par value Authorised share No. of other (State capital classes of shares currency) (State currency) Balance at close of preceding month Increase/(decrease) Balance at close of the month

Total authorised share capital at the end of the month (HK$) :

HK$500,000,000

For Main Board and GEM listed issuers

II. Movements in Issued Share Capital

Balance at close of
preceding month
Increase / (decrease)
during the month
Balance at close of the
month		 No. of ordinary shares
(1)
(2)		 No. of ordinary shares
(1)
(2)		 No of preference
shares
No. of other classes
of shares		 No of preference
shares
No. of other classes
of shares
1,670,489,168
-
1,670,489,168		 N/A
N/A
N/A		 N/A
N/A
N/A		 N/A
N/A
N/A

III. Details of Movements in Issued Share Capital

Share Options (underShare OptionSchemes oftheIssuer) Share Options (underShare OptionSchemes oftheIssuer) Share Options (underShare OptionSchemes oftheIssuer) Share Options (underShare OptionSchemes oftheIssuer) Share Options (underShare OptionSchemes oftheIssuer) Share Options (underShare OptionSchemes oftheIssuer)
Particulars of share
option scheme
including EGM
approval date
(dd/mm/yyyy) and
class of shares
issuable
Movement during themonth No. of new shares of
issuer issued during
the month pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant thereto
as at close of the month
Granted Exercised Cancelled Lapsed
1.Share Option
Scheme


(12/2/2003)
Ordinaryshares
Nil
Nil
Nil
Nil
(Note 1)
2.





(Note 1)
3.



(/ /)
shares

(Note 1)
Total A. (Ordinary shares)
(Preference shares)
(Other class)
Total funds raised during the month from exercise of
options (State currency)
Nil		 Nil Nil

Nil
N/A
N/A		 Nil

For Main Board and GEM listed issuers

Warrants to Issue Shares of the Issuer which are to be Listed

Description of warrants
(Date ofexpiry-dd/mm/yyyy)		 Description of warrants
(Date ofexpiry-dd/mm/yyyy)		 Description of warrants
(Date ofexpiry-dd/mm/yyyy)		 Currency of
nominal
value
Nominal value at
close of
precedingmonth
Exercised
during the
month		 Currency of
nominal
value
Nominal value at
close of
precedingmonth
Exercised
during the
month		 Nominal value
at close of the
month		 Nominal value
at close of the
month
No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new
shares of issuer
which may be
issued pursuant
thereto as at
close of the
month
No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new
shares of issuer
which may be
issued pursuant
thereto as at
close of the
month




1. Remuneration HK$ N/A 1,200,000
Nil
Nil
N/A
N/A		 12,000,000
Warrants
(Date of expiry
16 / 02 / 2012 )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
2.
Ordinary
HK$0.10
( 18 / 07 / 2008 )
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
3.
( / / )
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
4.
( / / )
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
( / / )

For Main Board and GEM listed issuers

Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed)

For Main Board and GEM listed issuers
Convertibles (i.e. Convertibleinto Shares oftheIssuerwhichare to beListed)		 For Main Board and GEM listed issuers
Convertibles (i.e. Convertibleinto Shares oftheIssuerwhichare to beListed)		 For Main Board and GEM listed issuers
Convertibles (i.e. Convertibleinto Shares oftheIssuerwhichare to beListed)		 For Main Board and GEM listed issuers
Convertibles (i.e. Convertibleinto Shares oftheIssuerwhichare to beListed)		 For Main Board and GEM listed issuers
Convertibles (i.e. Convertibleinto Shares oftheIssuerwhichare to beListed)		 For Main Board and GEM listed issuers
Convertibles (i.e. Convertibleinto Shares oftheIssuerwhichare to beListed)		 For Main Board and GEM listed issuers
Convertibles (i.e. Convertibleinto Shares oftheIssuerwhichare to beListed)		 For Main Board and GEM listed issuers
Convertibles (i.e. Convertibleinto Shares oftheIssuerwhichare to beListed)		 For Main Board and GEM listed issuers
Convertibles (i.e. Convertibleinto Shares oftheIssuerwhichare to beListed)
Class and description Currency of
amount
outstanding		 Amount at close
of preceding
month
Converted
during the
month		 Amount at
close of the
month		 No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new
shares of issuer
which may be
issued pursuant
thereto as at
close of the
month








1. Zero Coupon HKD 12,000,000 Nil 12,000,000 Nil
Nil

Nil

Nil		 120,000,000
Convertible
Notes
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy))
2. Zero Coupon		 Nil 32,000,000 200,000,000
Convertible
Notes
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
3. Zero Coupon		 Nil 5,880,000 36,750,000
Convertible
Notes
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
4. Zero Coupon		 Nil 2,450,000 15,312,500
Convertible
Notes
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)

For Main Board and GEM listed issuers

Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed)

For Main Board and GEM listed issuers
Convertibles (i.e. Convertibleinto Shares oftheIssuerwhichare to beListed)		 For Main Board and GEM listed issuers
Convertibles (i.e. Convertibleinto Shares oftheIssuerwhichare to beListed)		 For Main Board and GEM listed issuers
Convertibles (i.e. Convertibleinto Shares oftheIssuerwhichare to beListed)		 For Main Board and GEM listed issuers
Convertibles (i.e. Convertibleinto Shares oftheIssuerwhichare to beListed)		 For Main Board and GEM listed issuers
Convertibles (i.e. Convertibleinto Shares oftheIssuerwhichare to beListed)		 For Main Board and GEM listed issuers
Convertibles (i.e. Convertibleinto Shares oftheIssuerwhichare to beListed)		 For Main Board and GEM listed issuers
Convertibles (i.e. Convertibleinto Shares oftheIssuerwhichare to beListed)		 For Main Board and GEM listed issuers
Convertibles (i.e. Convertibleinto Shares oftheIssuerwhichare to beListed)		 For Main Board and GEM listed issuers
Convertibles (i.e. Convertibleinto Shares oftheIssuerwhichare to beListed)
Class and description Currency of
amount
outstanding		 Amount at close
of preceding
month
Converted
during the
month		 Amount at
close of the
month		 No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new
shares of issuer
which may be
issued pursuant
thereto as at
close of the
month

5. Zero Coupon HKD 60,960,000 Nil 60,960,000
Nil
381,000,000
Nil
N/A
N/A
Convertible
Notes
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)

For Main Board and GEM listed issuers

Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be listed, including Options (other than under Share Option Schemes)


under Share Option Schemes)
Full particulars including EGM approval date (dd / mm / yyyy),
if applicable, and class of shares issuable:		 No. of new shares
of issuer issued
during the month
pursuant thereto		 No. of new shares of
issuer which may be
issued pursuant thereto
as at close of the month
1. Pursuant to the subscription agreement dated 22 May, 2009
between the Company as issuer and Jadehero Limited
(“Jadehero”) as subscriber, among others, an option
(“Option”) was granted to Jadehero to further subscribe for
the zero coupon convertible bonds in a maximum principal
amount of HK$128 million, which may be converted into a
maximum of 800 million new shares of the Company with
the conversion price of HK$0.16 per conversion share. The
Option was initially exercisable within a period of 12
months from 7 September 2009 to 6 September 2010
(“Option Period”). Pursuant to the supplemental agreement
dated 6 September 2010 that was approved by the
shareholders of the Company at an extraordinary general
meeting of the Company held on 25 October 2010, the
Option Period has been extended for a further 12 months
ending 6 September 2011.
2. On 8 December 2010 (before trading hours), a placing
agreement (the “Placing Agreement”) was entered into
between the Company and VC Brokerage Limited (the
“Placing Agent”) pursuant to which the Company has
conditionally agreed to place, through the Placing Agent,
a maximum of 280,534,000 placing share at the placing
price of HK$0.328 per placing share on a best-effort
basis subject to the terms and conditions of the Placing
Agreement.		 Nil
Nil		 800,000,000
280,534,000
( / / )
shares_(Note 1)_
Total D. (Ordinary shares)
(Preference shares)
(Other class)		 Nil
N/A
N/A

For Main Board and GEM listed issuers

Other Movements in Issued Share Capital

Other Movements in Issued Share Capital

Type of Issue		 No. of new
shares of issuer
issued during
the month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month
1. Rights issue
At price :State
currency		 Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
N/A

( / / )
( / / )
2. Open offer
At price :State
currency		 Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
N/A

( / / )
( / / )
3. Placing
At price :State
currency		 Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
N/A

( / / )
( / / )
4. Bonus issue Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
N/A

( / / )
( / / )

For Main Board and GEM listed issuers

Type of Issue No. of new
shares of issuer
issued during
the month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month		 No. of new
shares of issuer
issued during
the month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month		 No. of new
shares of issuer
issued during
the month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month
5. Scrip dividend
At price :State
currency		 Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
N/A

( / / )
( / / )
6. Repurchase of
shares		 Class
of
shares
repurchased_(Note 1)_
Cancellation date :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
N/A

( / / )
( / / )
7. Redemption of
shares		 Class
of
shares
redeemed_(Note 1)_
Redemption date :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
N/A

( / / )
( / / )
8. Consideration issue Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
N/A

( / / )
( / / )

For Main Board and GEM listed issuers

Type of Issue No. of new
shares of issuer
issued during
the month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month		 No. of new
shares of issuer
issued during
the month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month		 No. of new
shares of issuer
issued during
the month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month		 No. of new
shares of issuer
issued during
the month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month
9. Capital
reorganisation
Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
N/A

( / / )
( / / )
10. Other
(Please specify)
Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
N/A

( / / )
( / / )
Total E. (Ordinary shares
(Preference shares
(Other class		 )
)
)		 Nil
N/A
N/A
Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E): (1) Nil
(2) N/A
Total increase / (decrease) in preference shares during the month (i.e. Total of A to E): N/A
Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to E): N/A
(Thesefigures should be the same as the relevantfigures under II above (“Movements in IssuedShare Capital”).)

For Main Board and GEM listed issuers

Remarks (if any):

On 6 December 2010, a subscription agreement (the “Subscription Agreement”) was entered into between the Company as issuer and Mankind Investment Limited (“Mankind”) as subscriber whereby, among others, the Company has conditionally agreed to issue and Mankind has conditionally agreed to subscribe for 500,000,000 new shares of the Company at the subscription price of HK$0.20 per subscription share subject to and upon the terms and conditions of the Subscription Agreement. The Subscription Agreement is subject to, among others, the passing of a resolution by the shareholders of the Company to be obtained at an extraordinary general meeting to be held on 17 January 2011.

Submitted by: Ng Cheuk Fan, Keith

Title: Managing Director (Director, Secretary or other duly authorised officer)

Notes:

1. State the class of shares (e.g. ordinary, preference or other).

2. If there is insufficient space, please append the prescribed continuation sheet.

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