Transmit Entertainment Limited — M&A Activity 2017

Oct 27, 2017

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 Pegasus Entertainment Holdings Limited.

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Nice Rich Group Limited

(Incorporated in the British Virgin Islands with limited liability)

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)

JOINT ANNOUNCEMENT

(1) COMPLETION OF ACQUISITION OF THE SALE SHARES IN PEGASUS ENTERTAINMENT HOLDINGS LIMITED BY NICE RICH GROUP LIMITED

AND

(2) MANDATORY UNCONDITIONAL CASH OFFER BY

FOR AND ON BEHALF OF NICE RICH GROUP LIMITED TO ACQUIRE ALL THE ISSUED SHARES OF PEGASUS ENTERTAINMENT HOLDINGS LIMITED (OTHER THAN THOSE ALREADY OWNED OR TO BE ACQUIRED BY NICE RICH GROUP LIMITED)

Financial adviser to the Offeror

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Reference is made to the announcement jointly issued by Nice Rich Group Limited and Pegasus Entertainment Holdings Limited dated 25 October 2017 (the ‘‘Joint Announcement’’) in relation to, amongst other things, the sale and purchase of the Sale Shares and the Offer. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Joint Announcement.

COMPLETION OF THE SALE AND PURCHASE AGREEMENT

The Offeror and the Company (as informed by the Vendors) are pleased to announce that the Completion took place on 27 October 2017. The settlement of the Sale Shares will take place on 30 October 2017.

Immediately before the Completion, the Offeror, Mr. Zhang and parties acting in concert with any of them did not hold, own, control or have direction over any Share, options, derivatives, warrants, convertible securities or voting rights of the Company or any other relevant securities.

Immediately upon the Completion and as at the date of this joint announcement, the Offeror and parties acting in concert with it beneficially own 1,523,808,000 Shares, representing approximately 58.71% of the entire issued share capital of the Company. The price paid is the total consideration of the Sale Shares under the Sale and Purchase Agreement.

MANDATORY UNCONDITIONAL CASH OFFER

Pursuant to Rule 26.1 of the Takeovers Code, the Offeror is required to make a mandatory unconditional cash offer for all the issued Shares not already owned by or to be acquired by the Offeror and/or parties acting in concert with it. Kingston Securities will make the Offer to acquire all the Offer Shares for and on behalf of the Offeror on the terms to be set out in the Composite Offer Document at the Offer Price of HK$0.319 for each Offer Share in cash as stated in the Joint Announcement in compliance with the Takeovers Code.

As at the date of this joint announcement, the Company has 2,595,613,733 Shares in issue and the Company has no other outstanding warrants, derivatives, options, convertibles or other securities in issue which may confer any rights to the holder(s) thereof to subscribe for, convert or exchange into Shares.

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DESPATCH OF THE COMPOSITE OFFER DOCUMENT

The Composite Offer Document containing, among other things, (i) details of the Offer (including the expected timetable); (ii) the letter of recommendation from the Independent Board Committee to the Independent Shareholders in relation to the Offer; (iii) the letter of advice from an independent financial adviser to be appointed to advise the Independent Board Committee in relation to the Offer; and (iv) the relevant form of acceptance, is expected to be despatched to the Shareholders as soon as practicable but in any event within 21 days after the date of the Joint Announcement unless the Executive grants a consent for extension.

By Order of the board of director of By Order of the Board Nice Rich Group Limited Pegasus Entertainment Holdings Limited ZHANG Liang Johnson WONG Pak Ming Director Chairman

Hong Kong, 27 October 2017

As at the date of this joint announcement, the sole director of the Offeror is Mr. Zhang Liang Johnson.

As at the date of this joint 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.

The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group and the Vendors), and confirms, having made all reasonable enquires, that to the best of his knowledge, opinions expressed in this joint announcement (other than those expressed by the Group) 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 contained in this joint announcement misleading.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Offeror and parties acting in concert with it) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed (other than those expressed by the Offeror and parties acting in concert with it) in this joint announcement 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.

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