Transmit Entertainment Limited — M&A Activity 2015

Oct 8, 2015

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

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.

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Pegasus Entertainment Holdings Limited 天 馬 影 視 文 化 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1326)

ANNOUNCEMENT PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE AND

RULE 13.09 OF THE LISTING RULES

AND INSIDE INFORMATION PROVISIONS UNDER PART XIVA OF THE SECURITIES AND FUTURES ORDINANCE AND

RESUMPTION OF TRADING

This announcement is made by Pegasus Entertainment Holdings Limited (the ‘‘Company’’) pursuant to Rule 3.7 of the Hong Kong Code on Takeovers and Mergers (the ‘‘Takeovers Code’’) and Rule 13.09 of the Rules Governing the Listing of Securities (the ‘‘Listing Rules’’) on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Reference is also made to the announcement of the Company dated 17 September 2015 in relation to unusual price and trading volume movements and the announcement of the Company dated 7 October 2015 in relation to trading halt in the shares of the Company relating to the inside information of the Company.

The board (the ‘‘Board’’) of directors of the Company (the ‘‘Directors’’) wishes to inform the shareholders of the Company and potential investors that, the Company, together with Mr. Wong Pak Ming, the chairman, executive director and controlling shareholder of the Company (‘‘Mr. Wong’’), Honour Grace Limited (‘‘Honour Grace’’) and Ms. Wong Kit Fong (‘‘Ms. Wong’’) had, on 6 October 2015 (after trading hours), entered into a nondisclosure and exclusivity agreement (the ‘‘NDA’’) with the independent third party as referred to in the Company’s announcement dated 17 September 2015, who is to the best

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knowledge of the Board, not connected with any of the Directors, the Company’s chief executives, substantial shareholders, subsidiaries or associates (the ‘‘Third Party’’), in relation to a possible disposal of the shares in the Company respectively held by Mr. Wong, Honour Grace and Ms. Wong (collectively, the ‘‘Potential Vendors’’) to the Third Party (the ‘‘Potential Transaction’’). The Third Party may participate in the Potential Transaction either directly or through an investment vehicle, solely or together with one or more investors.

The key terms of the NDA are as follows:

Confidentiality

The Third Party agrees that all confidential information furnished by the Company and its representatives in connection with the Potential Transaction will be kept confidential and will not be disclosed or revealed, in whole or in part, by the Third Party or any of the Third Party’s representatives, to any person other than the Third Party’s representatives and the other investors participating in the Potential Transaction and their representatives (if any), each strictly on a need-to-know-basis for the purpose of evaluating the Potential Transaction without the prior written consent of the Company.

Exclusivity

Each of the Company and the Potential Vendors has undertaken to the Third Party it/he/she will work with the Third Party exclusively for forty-two (42) days from and including 6 October 2015 or such longer period as the parties to the NDA may agree in writing (the ‘‘Exclusivity Period’’) towards negotiating and finalising legally binding formal agreements in connection with the Potential Transaction. None of the Potential Vendors and the Company shall directly or indirectly solicit any interest or entertain any inquiries from, have discussions with, or provide any information to, any other party in connection with any transaction directly or indirectly involving an investment in the Company or acquisition of any equity interest in the Company held by the Potential Vendors without prior written approval from the Third Party during the Exclusivity Period.

As at the date of this announcement, the Potential Vendors collectively hold 1,409,776,000 ordinary shares of the Company, representing approximately 57.40% of the issued share capital of the Company.

The Board was informed that the discussion between the Potential Vendors and the Third Party is at a preliminary stage. The Company notes that no offer or commitment or definitive terms have yet been reached and no legally binding agreements had been entered into between the parties in respect of the Potential Transaction as at the date of this announcement. The Potential Transaction, if materialised, may lead to the Third Party being required to make a mandatory general offer for all the issued shares of the Company (other than those already owned by or agreed to be acquired by the Third Party and parties acting in concert with it) in accordance with Rule 26.1 of the Takeovers Code.

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RULE 3.7 OF THE TAKEOVERS CODE

In compliance with Rule 3.7 of the Takeovers Code, the Company will make monthly announcement(s) setting out the progress of the Potential Transaction until any announcement of a firm intention to make an offer under Rule 3.5 of the Takeovers Code or of a decision of not to proceed with the Potential Transaction. The Company will make further announcement(s) when appropriate or required by the Listing Rules and the Takeovers Code (as the case may be).

As at the date of this announcement, the relevant securities of the Company comprised 2,455,914,162 ordinary shares of HK$0.0025 each (the ‘‘Shares’’) in issue, outstanding warrants carrying rights to subscribe up to 227,510,730 Shares and outstanding share options granted under the Company’s share option scheme entitling the holders thereof to subscribe up to 160,000,000 Shares in aggregate. Save for the aforesaid, the Company has no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) as at the date hereof.

The associates (as defined in the Takeovers Code, which includes persons holding 5% or more of a class of relevant securities of the Company) are hereby reminded to disclose their dealings in the securities of the Company pursuant to Rule 3.8 of the Takeovers Code.

In accordance with Rule 3.8 of the Takeovers Code, reproduced below is the full text of Note 11 to Rule 22 of the Takeovers Code:

‘‘Responsibilities of stockbrokers, banks and other intermediaries

Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than $1 million.

This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.

Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.’’

There is no assurance by the Company that the Potential Transaction mentioned in this announcement will either materialise or eventually be consummated and the discussions may or may not lead to the making of a general offer for the Shares, outstanding warrants and the outstanding share options of the Company. Shareholders and potential investors are urged to exercise extreme caution when dealing in the Shares and/or other securities of the Company.

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RESUMPTION OF TRADING IN THE SHARES

At the request of the Company, trading in the shares of the Company on the Stock Exchange was halted with effect from 9:00 a.m. on 7 October 2015 pending the release of this announcement. Application has been made by the Company for resumption of trading in the shares of the Company on the Stock Exchange with effect from 9:00 a.m. on 8 October 2015.

By order of the Board Pegasus Entertainment Holdings Limited Wong Pak Ming Chairman

Hong Kong, 7 October 2015

As at the date of this announcement, the executive Directors are Mr. Wong Pak Ming, Ms. Wong Yee Kwan Alvina and Mr. Wong Chi Woon Edmond and the independent nonexecutive Directors are Mr. Lam Kam Tong, Mr. Lo Eric Tien-cheuk and Mr. Tang Kai Kui Terence.

All the Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

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