Transmit Entertainment Limited — Proxy Solicitation & Information Statement 2018

Feb 13, 2018

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.

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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)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of Pegasus Entertainment Holdings Limited (the ‘‘Company’’) will be held at Conference Room, Flat B, 14/F, Neich Tower, 128 Gloucester Road, Wan Chai, Hong Kong on Tuesday, 13 March 2018 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the following special resolutions of the Company, with or without amendment:

SPECIAL RESOLUTIONS

1. PROPOSED CHANGE OF THE COMPANY NAME

‘‘THAT

• (a) Subject to the approval of the Registrar of Companies in the Cayman Islands, the English name of the Company be changed from ‘‘Pegasus Entertainment Holdings Limited’’ to ‘‘Transmit Entertainment Limited’’ and the dual foreign name of the Company be changed from ‘‘天馬影視文化控股有限公司’’ to ‘‘傳遞娛樂有限公 司’’ (the ‘‘Proposed Change of Company Name’’); and

• (b) any one director of the Company be and is hereby authorised for and on behalf of the Company to execute all such documents and do all such acts and things as he/ she/it may in his/her/its absolute discretion consider to be necessary, desirable, appropriate or expedient to implement and/or to give effect to the foregoing.’’

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2. PROPOSED AMENDMENTS OF THE MEMORANDUM AND ARTICLES OF ASSOCIATION

‘‘THAT

• (a) the memorandum and articles of association of the Company be amended by replacing all references to ‘‘Pegasus Entertainment Holdings Limited 天馬影視文化 控股有限公司’’ with ‘‘Transmit Entertainment Limited 傳遞娛樂有限公司’’ to reflect the Proposed Change of Company Name (the ‘‘Proposed Amendments of the Memorandum and Articles Of Association’’);

• (b) subject to and conditional upon the Proposed Change of the Company Name becoming effective and with effect from the date of issue of the certificate of incorporation on change of name by the Registrar of Companies in the Cayman Islands:

• (iii) the existing memorandum of association and articles of association of the Company be and is hereby amended by replacing all references therein to ‘‘Pegasus Entertainment Holdings Limited 天馬影視文化控股有限公司’’ with ‘‘Transmit Entertainment Limited 傳遞娛樂有限公司’’. The details of the amendments are as follows:

  • a. the existing memorandum of association of the Company be and is hereby amended by deleting the existing paragraph 1 in its entirety and substituting therefor the following new paragraph 1:

    • ‘‘1. The name of the Company is Transmit Entertainment Limited and its dual foreign name is 傳遞娛樂有限公司.’’

  • b. the existing articles of association of the Company be and are hereby amended by replacing the existing definition of ‘‘Company’’ in Article 2 with:

    • ‘‘Company’’ Transmit Entertainment Limited 傳遞娛樂有限公司.

• (iv) the amended and restated memorandum of association and articles of association of the Company having consolidated all previous amendments passed by the shareholders of the Company at general meetings and the proposed amendments referred to in the above and in the form produced to the meeting, a copy of which has been produced to this meeting and marked ‘‘A’’ and initialled by the chairman of this meeting for the purpose of identification, be approved and adopted in substitution for and to the exclusion of the existing memorandum of association and articles of association of the Company with immediate effect; and

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• (c) any one director of the Company be and is hereby authorised for and on behalf of the Company to execute all such documents and do all such acts and things as he/ she/it may in his/her/its absolute discretion consider to be necessary, desirable, appropriate or expedient to implement and/or to give effect to the foregoing.’’

Yours faithfully, By Order of the Board Pegasus Entertainment Holdings Limited Zhang Liang Johnson Chairman

Hong Kong, 13 February 2018

Registered Office: Cricket Square Hutchins Drive P. O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Headquarters and Principal Place of Business in Hong Kong: Rooms 1801–02, Westlands Centre 20 Westlands Road Quarry Bay Hong Kong

Notes:

• (1) In order to determine the entitlement of members to attend and vote at the meeting, the register of members of the Company will be closed from Wednesday, 7 March 2018 to Tuesday, 13 March 2018, both days inclusive, during which period no transfer of shares will be registered. All transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, Level 22 Hopewell Centre 183 Queen’s Road East Hong Kong, not later than 4:30 pm on Tuesday, 6 March 2018.

• (2) Any member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint another person as his/her/its proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him/her/it and vote on his/her/its behalf. A proxy need not be a member of the Company. All proxies must be deposited with the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, Level 22 Hopewell Centre 183 Queen’s Road East Hong Kong as soon as possible and in any event, not less than 48 hours before the time appointed for the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the meeting or any adjournment thereof if he/she/it so wishes.

• (3) Where there are joint holders of any share, any one of such persons may vote at the meeting, either in person or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the meeting the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the name stands in the register of members of the Company in respect of the joint holding.

• (4) In order to be valid, the form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be lodged for registration with Tricor Investor Services Limited at the same address stated in above Note 1 not less than 48 hours before the time appointed for the meeting or any adjournment thereof.

• (5) The chairman of the meeting will demand a poll at the meeting and accordingly the resolutions proposed at the meeting will be voted upon by way of a poll.

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As at the date of this announcement, the executive directors of the Company are Mr. ZHANG Liang Johnson (Chairman), Mr. LEE Hin Kwong Patrick and Mr. WONG Pak Ming and the independent non-executive directors of the Company are Mr. WANG Bo, Mr. XIANG Feng and Mr. CHANG Eric Jackson.

In the case of any inconsistency, the English text of this announcement shall prevail over the Chinese text.

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