Imperium Financial Group Limited — M&A Activity 2021

Oct 11, 2021

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

This joint announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Sun International Group Limited.

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FRESH SUCCESS INVESTMENTS LIMITED

(Incorporated in the British Virgin Islands with limited liability)

太陽國際集團有限公司 SUN INTERNATIONAL GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8029)

JOINT ANNOUNCEMENT DESPATCH OF THE COMPOSITE DOCUMENT RELATING TO MANDATORY UNCONDITIONAL CASH OFFER BY RED SUN CAPITAL LIMITED FOR AND ON BEHALF OF FRESH SUCCESS INVESTMENTS LIMITED TO ACQUIRE ALL THE ISSUED SHARES IN SUN INTERNATIONAL GROUP LIMITED (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY FRESH SUCCESS INVESTMENTS LIMITED AND PARTIES ACTING IN CONCERT WITH IT)

Financial adviser to the Offeror

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Independent Financial adviser to the Independent Board Committee of Sun International Group Limited

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Astrum Capital Management Limited

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Reference is made to the composite offer and response document (the “ Composite Document ”) issued jointly by Fresh Success Investments Limited (the “ Offeror ”) and Sun International Group Limited (the “ Company ”) dated 11 October 2021. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Composite Document.

DESPATCH OF THE COMPOSITE DOCUMENT

The Composite Document containing, among other things, (i) details of the Offer (including the expected timetable and terms of the Offer); (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in relation to the Offer; and (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee in relation to the Offer, together with the Form of Acceptance has been despatched to the Shareholders on 11 October 2021 in accordance with the Takeovers Code.

EXPECTED TIMETABLE OF THE OFFER

The expected timetable of the Offer set out below is indicative only and may be subject to change. Any changes to the timetable will be jointly announced by the Offeror and the Company.

Event Time and Date Despatch date of the Composite Document and the accompanying Form of Acceptance and commencement date of the Offer (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 11 October 2021 Latest time and date for acceptance of the Offer (Notes 2, 3 and 5) . . . . . . . . .4:00 p.m. on Monday, 1 November 2021 Closing Date (Notes 2, 3 and 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 1 November 2021

Announcement of the results of the Offer (or its extension or revision, if any) to be posted on the website of the Stock Exchange and the Company (Notes 3 and 5) . . . . . . . . . . no later than 7:00 p.m. on Monday, 1 November 2021

Latest date for posting of remittances for the amount due in respect of valid acceptances received under the Offer on or

before 4:00 p.m. on the Closing Date (Notes 4 and 5) . . . . . . . . . . Wednesday, 10 November 2021

Notes:

1. The Offer, which is unconditional, is open for acceptance on and from the date of the Composite Document, and are capable of acceptance on and from that date until 4:00 p.m. on the Closing Date.

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1. Beneficial owners of Shares who hold their Shares in CCASS directly as an investor participant or indirectly via a broker or custodian participant should note the timing requirements (as set out in Appendix I to the Composite Document) for causing instructions to be made to CCASS in accordance with the General Rules of CCASS and CCASS Operational Procedures.

2. In accordance with the Takeovers Code, the Offer must initially be open for acceptance for at least 21 days following the date on which the Composite Document is posted. The Offer will initially remain open for acceptances until 4:00 p.m. on Monday, 1 November 2021 unless the Offeror revises or extends the Offer in accordance with the Takeovers Code. The Offeror has the right under the Takeovers Code to extend the Offer until such date as it may determine in accordance with the Takeovers Code (or as permitted by the Executive in accordance with the Takeovers Code). The Offeror and the Company will jointly issue an announcement in relation to any extension of the Offer, in which the announcement will state either the next Closing Date or, a statement the Offer will remain open until further notice. In the latter case, at least 14 days’ notice in writing must be given before the Offer is closed to those Independent Shareholders who have not accepted the Offer.

3. Remittances in respect of the cash consideration (after deducting the seller’s ad valorem stamp duty in respect of acceptances of the Offer) payable for the Offer Shares under the Offer will be despatched to the accepting Independent Shareholder(s) (to the address specified on the relevant Form(s) of Acceptance) by ordinary post at his/her/its own risk as soon as possible, but in any event within seven (7) Business Days following date of receipt by the Registrar of all the relevant documents to render the acceptance under the Offer complete and valid.

4. The latest time and date for acceptance of the Offer and the latest date for posting of remittances for the amounts due under the Offer in respect of valid acceptances will not take effect if there is a tropical cyclone warning signal number 8 or above, or a “black rainstorm warning signal”, in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the latest date for acceptance of the Offer and the latest date for posting of remittances for the amounts due under the Offer in respect of valid acceptances. In such cases, the latest time for acceptance of the Offer and the posting of remittances will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force in Hong Kong at any time between 9:00 a.m. and 4:00 p.m.

Save as mentioned above, if the latest time for the acceptance of the Offer and/or the posting of remittances do not take effect on the date and time as stated above, the other dates mentioned above may be affected. The Offeror and the Company will notify the Independent Shareholders by way of announcement(s) on any change to the expected timetable as soon as practicable.

All references to date and time contained in the Composite Document and the accompanying Forms of Acceptance refer to Hong Kong date and time.

WARNING

Independent Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company. Persons who are in doubt as to the action they should take should consult a licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers.

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Independent Shareholders are strongly advised to read the Composite Document and the Form of Acceptance carefully, including the recommendation from the Independent Board Committee and the advice from the Independent Financial Adviser, before deciding whether or not to accept the Offer.

By order of the Board By order of the Board FRESH SUCCESS INVESTMENTS LIMITED SUN INTERNATIONAL GROUP LIMITED Cheng Ting Kong Cheng Mei Ching Director Director

Hong Kong, 11 October 2021

As at the date of this joint announcement, the Board comprises five executive Directors, namely, Mr. Cheng Ting Kong, Ms. Cheng Mei Ching, Mr. Lui Man Wah, Mr. Chim Tak Lai and Mr. Choi Hon Keung Simon and three independent non-executive Directors, namely, Mr. Chan Tin Lup, Trevor, Mr. Tou Kin Chuen and Mr. Jim Ka Shun.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than those relating to the Offeror and parties acting in concert with it in their capacity as such), and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the sole director of the Offeror in his capacity as such) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statements in this joint announcement misleading.

As at the date of this joint announcement, the sole director of the Offeror is Mr. Cheng.

The sole director of the Offeror accepts full responsibility for the accuracy of information contained in this joint announcement (other than the information relating to the Group) and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this joint announcement (other than those expressed by the Directors in their capacity as Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any statement in this joint announcement misleading.

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