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Tsun Yip Holdings Limited Share Issue/Capital Change 2012

Jan 5, 2012

51404_rns_2012-01-05_507b221d-e05b-4c2c-b134-5e4c1122058a.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) : 31/12/2011

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer Tsun Yip Holdings Limited Date Submitted 05/01/2012

I. Movements in Authorised Share Capital

1. Ordinary Shares

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(1) Stock code : 8356 Description : Ordinary Shares
Authorised share
No. of ordinary Par value capital
shares (HK$) (HK$)
Balance at close of preceding month 500,000,000,000 0.001 500,000,000
Increase/(decrease) NIL NIL
Balance at close of the month 500,000,000,000 0.001 500,000,000
(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

2.PreferenceShares 2.PreferenceShares 2.PreferenceShares 2.PreferenceShares 2.PreferenceShares
Stock code :
N/A
Description :
No. of preference
shares
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month
Authorised share
capital
(State currency)
Par value
(State
currency)
3.OtherClasses ofShares
Stock code :
N/A
Description :
No. of other
classes of shares
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month
Authorised share
capital
(State currency)
Par value
(State
currency)

Total authorised share capital at the end of the month (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
1,190,400,000
474,335,664
1,664,735,664
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 (under Share Option Schemes of the Issuer)

Particulars of share
option scheme
including EGM
approval date
(dd/mm/yyyy) and
class of shares
issuable
Particulars of share
option scheme
including EGM
approval date
(dd/mm/yyyy) and
class of shares
issuable

Movement duringthe month Movement duringthe month Movement duringthe month Movement duringthe 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
Granted Exercised Cancelled Lapsed
1. Share
Option Scheme
(11/08/2010)
Ordinaryshares
NIL
NIL
NIL
NIL
(Note 1)
2.
(/ /)
shares
(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
1. Share NIL NIL

NIL

N/A

N/A
NIL
Option Scheme
(11/08/2010)
Ordinaryshares
(Note 1)
2.
(/ /)
shares
(Note 1)
3.
(/ /)
shares

For Main Board and GEM listed issuers

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

Description of warrants
(Date of expiry- dd/mm/yyyy)
Description of warrants
(Date of expiry- dd/mm/yyyy)
Description of warrants
(Date of expiry- 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. N/A











N/A
N/A
N/A


( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
2.


(/ / )
( / / )
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)

Class and description Class and description Currency of
amount
outstanding
Amount at
close of
preceding
month
Converted
during the
month
Amount at close of
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

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. 5% convertible bonds HK$ NA NIL NIL
HK$607,030,210



NIL













NIL
N/A
N/A



3,097,092,908
due on 2014
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy))
2.



Ordinaryshares
(06/12/2011)
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 Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including Options (other than under Share Option Schemes)


than under Share Option Schemes)

than 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.
2.
3.
N/A N/A
N/A
N/A
( / / )
shares_(Note 1)_
( / / )
shares_(Note 1)_
( / / )
shares_(Note 1)_
Total D. (Ordinary shares)
(Preference shares)
(Other class)

For Main Board and GEM listed issuers

Other Movements in Issued Share Capital

Other Movements in Issued Share Capital For Main Board and GEM listed issuers For Main Board and GEM listed issuers 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
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 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 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 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 N/A
For Main Board and GEM listed issuers For Main Board and GEM listed issuers 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
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 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 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 N/A
8. Consideration issue At price :State
currency
HK$ 0.196
Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
Ordinary
shares
(09/12/2011)
(06/12/2011)
474,335,664 NIL
For Main Board and GEM listed issuers For Main Board and GEM listed issuers 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
9. Capital
reorganisation
Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
__
( / / )
( / / )
N/A N/A
10. Other
(Please specify)
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 N/A
Total E. (Ordinary shares)
(Preference shares)
(Other class)
474,335,664

N/A
N/A
Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E): (1) 474,335,664
(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 Issued Share Capital”).)

For Main Board and GEM listed issuers

Remarks (if any):

On 9 December 2011, the Company completed the acquisition of the entire issued share capital of Xinhua TV Asia-Pacific Operating Co., Limited. The aggregate consideration of the acquisition was agreed at HK$700,000,000 which comprised HK$92,969,790 by issuance of 474,335,664 shares at HK$0.196 per share and HK$607,030,210 by issue of 5% per annum interest-bearing convertible bonds at conversion price of HK$0.196 per share and convertible into 3,097,092,908 shares (subject to pro-rata adjustments on capital structure changes).

Submitted by: __Tam Tsang Ngai__ Title: ___Company Secretary_____ (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.