Pegasus Entertainment : Announcements and Notices - (1) Change of Directors; (2) Change of Chairman; (3) Change of Composition of Board Committees; and (4) Change of Authorised Representatives.

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.

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)

• (1) CHANGE OF DIRECTORS;

• (2) CHANGE OF CHAIRMAN;

(3) CHANGE OF COMPOSITION OF BOARD COMMITTEES; AND

(4) CHANGE OF AUTHORISED REPRESENTATIVES.

CHANGE OF DIRECTORS

The board (the ''Board'') of directors (the ''Directors'') of Pegasus Entertainment Holdings Limited (the ''Company'', together with its subsidiaries, collectively, the ''Group'' ) is pleased to announce that Mr. Zhang Liang, Johnson (''Mr. Zhang'') has been appointed as an executive Director and each of Mr. Wang Bo (''Mr. Wang''), Mr. Xiang Feng (''Mr. Xiang'') and Mr. Chang Eric Jackson (''Mr. Chang'') has been appointed as an independent non-executive Director with effect from 13 December 2017. Set out below are the biographical details of each of the newly appointed Directors.

Executive Director

Mr. Zhang Liang, Johnson

Mr. Zhang Liang, Johnson, aged 36, is an entrepreneur in various industries, including real estate and energy etc. Mr. Zhang has more than 6 years of experience in the energy sector. He is a controlling shareholder and an executive director of Kinetic Mines and Energy Limited, a company listed on the main board of The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') (stock code: 1277) which principally engages in coal production and coal trading. Mr. Zhang also has more than 8 years of experience in the real estate sector. He is a director of Seedland Construction Holdings Limited, a company incorporated in Hong Kong on 15 July 2008 with limited liability which, through its subsidiaries, principally engaged in real estate business.

Independent non-executive Director

Mr. Wang Bo

Mr. Wang Bo, aged 41, has over 19 years of experience in financing and insurance industry. He received from Sun Yat-Sen University in China his bachelor of international accounting degree minoring in international finance in June 1998. He has been the general manager of Guangdong Baolihua New Energy Stock Co., Ltd., a company listed on the Shenzhen Stock Exchange (stock code: 000690) since August 2015. From July 1998 to June 2015, he was employed by Guangdong Finance Investment (Holding) Corporation Limited with his last position as the deputy general manager in the financial planning department. During the course of employment with Guangdong Finance Investment (Holding) Corporation Limited, he also served as the deputy general manager of Guangdong Finance Trust Company Limited, the director of Zhong Cheng Vehicle Insurance Company Limited and Zhu Jiang Life Insurance Company Limited, and the supervisor in Guangdong Guanhao High-tech Co., Ltd., a company listed on the Shanghai Stock Exchange (stock code: 600433).

Mr. Xiang Feng

Mr. Xiang Feng, aged 40, has over 12 years of experience in movie industry. He received his bachelor of economics degree in University of International Business and Economics in China in July 1998 and his master of arts in media production degree in Griffith University in Australia in April 2005. He has been a general manager of Funtasy Pictures Co., Ltd. since February 2015. He has also been a supervisor of Fengzhimeng Visual Media Culture (Beijing) Company Limited since October 2013. Previously he served as a chief operating officer of the Entgroup from March 2009 to September 2010. Mr. Xiang was also the executive producer of the movie ''No Liar, No Cry'', the art director interpreter of the movie ''the Mummy, Tomb of the Dragon Emperor'', the script planner of the movie ''Cities in Love'', the bilingual production coordinator of the movie ''Up in the Wind'', and the line producer of the movie ''Last Flight''.

Mr. Chang Eric Jackson

Mr. Chang Eric Jackson, aged 37, has over 14 years of experience in accounting, finance and business advisory work. He received his bachelor of commerce degree from the University of British Columbia in May 2002. He is a member of Hong Kong Institute of Certified Public Accountants since September 2005 and American Institute of Certified Public Accountants since January 2005. Mr. Chang is currently the chief financial officer, company secretary and an authorised representative of China Tangshang Holdings Limited (previously known as Culture Landmark Investment Limited), a company listed on the Main Board of the Stock Exchange (stock code: 674) since April 2017. He has also been a non-executive director of DX.com Holdings Limited (stock code: 8086), a company listed on the Growth Enterprise Market of the Stock Exchange since May 2017. From July 2015 to April 2017, Mr. Chang served as the executive director, chief financial officer, joint company secretary and authorised representative of ZH International Holdings Limited, a company listed on the Main Board of the Stock Exchange (stock code: 185).

Save as disclosed above, each of the new Directors has not held any other directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas during the past three years.

Each of the new Directors will enter into a service contract or letter of appointment with the Company setting out his term of service. Mr. Zhang will not receive any remuneration for serving as an executive Director. Each of Mr. Wang, Mr. Xiang and Mr. Chang will receive an annual salary of HK$144,000. The emoluments of each of Mr. Wang, Mr. Xiang and Mr. Chang were determined by the remuneration committee of the Company on the basis of his duties and responsibilities within the Company. The new Directors are subject to retirement by rotation and re-election at annual general meetings in accordance with the Articles of Association of the Company and the Rules Governing the Listing of Securities on the Stock Exchange (the ''Listing Rules'').

As at the date of this announcement, save that Mr. Zhang is interested in 1,836,391,914 shares of the Company, each of the new Directors (i) does not have any interest in the shares of the Company (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)); (ii) does not hold any other positions in the Company or its subsidiaries; and (iii) does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

In relation to the appointment of the new Directors, there is no information which is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there is no other matter that needs to be brought to the attention of the shareholders of the Company (the ''Shareholders'').

With effect from 13 December 2017, due to the change in control of the Company, Ms. Wong Yee Kwan Alvina and Mr. Wong Chi Woon Edmond have resigned as executive Directors and Mr. Lam Kam Tong, Mr. Lo Eric Tien-cheuk and Mr. Tang Kai Kui Terence have resigned as independent non-executive Directors.

Each of the resigned Directors has confirmed that he/she has no disagreement with the Board and that there are no other matters in relation to his/her resignation that needs to be brought to the attention of the Stock Exchange and the Shareholders.

The Board expresses its gratitude to the above resigned Directors for their contributions and service to the Board.

CHANGE OF CHAIRMAN

Mr. Wong Pak Ming has resigned as the chairman of the Board with effect from 13 December 2017.

Mr. Zhang has been appointed as the chairman of the Board with effect from 13 December 2017.

CHANGE OF COMPOSITION OF BOARD COMMITTEES

Following the change of the Directors, with effect from 13 December 2017, the respective composition of the board committees is as follows:

• (1) Mr. Lam Kam Tong resigned as the chairman of the audit committee of the Company (the ''Audit Committee''). Mr. Lo Eric Tien-cheuk and Mr. Tang Kai Kui Terence resigned as members of the Audit Committee. Mr. Chang has been appointed as the chairman of the Audit Committee, and Mr. Wang and Mr. Xiang has been appointed as the members of the Audit Committee. With effect from 13 December 2017, the Audit Committee comprises Mr. Chang (as chairman), Mr. Wang and Mr. Xiang.

• (2) Mr. Tang Kai Kui Terence resigned as the chairman of the remuneration committee of the Company (the ''Remuneration Committee''), and Mr. Lam Kam Tong and Mr. Lo Eric Tien-cheuk resigned as members of the Remuneration Committee. Mr. Wang has been appointed as the chairman of the Remuneration Committee, and Mr. Lee Hin Kwong Patrick (''Mr. Lee'') and Mr. Xiang has been appointed as the members of the Remuneration Committee. With effect from 13 December 2017, the Remuneration Committee comprises Mr. Wang (as chairman), Mr. Lee and Mr. Xiang.

• (3) Mr. Lo Eric Tien-cheuk resigned as the chairman of the nomination committee of the Company (the ''Nomination Committee''), and Mr. Lam Kam Tong and Mr. Tang Kai Kui Terence resigned as members of the Nomination Committee. Mr. Wang has been appointed as the chairman of the Nomination Committee, and Mr. Lee and Mr. Xiang has been appointed as the members of the Nomination Committee. With effect from 13 December 2017, the Nomination Committee comprises Mr. Wang (as chairman), Mr. Lee and Mr. Xiang.

CHANGE OF AUTHORISED REPRESENTATIVES

Mr. Wong Pak Ming has resigned as the authorised representative of the Company under Rule 3.05 of the Listing Rules with effect from 13 December 2017. Mr. Lee has been appointed as the authorised representative of the Company under Rule 3.05 of the Listing Rules with effect from 13 December 2017.

Mr. Wong Pak Ming has resigned as the authorised representative of the Company to accept service of process in Hong Kong pursuant to section 786 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) (the ''Companies Ordinance'') with effect from 13 December 2017. Mr. Zhang has been appointed as the authorised representative of the Company to accept service of process in Hong Kong pursuant to section 786 of the Companies Ordinance with effect from 13 December 2017.

By Order of the Board

Pegasus Entertainment Holdings Limited

Zhang Liang, Johnson

Chairman

Hong Kong, 13 December 2017

As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Zhang Liang, Johnson, Mr. Wong Pak Ming and Mr. Lee Hin Kwong Patrick and three independent non-executive Directors, namely Mr. Wang Bo, Mr. Xiang Feng and Mr. Chang

Eric Jackson.