(1) PLACING OF EXISTING SHARES (2) SUBSCRIPTION FOR NEW SHARES UNDER THE EXISTING GENERAL MANDATE AND (3) RESUMPTION OF TRADING

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1 The 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 only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company. (Incorporated in Bermuda with limited liability) (Stock code: 391) (1) PLACING OF EXISTING SHARES (2) SUBSCRIPTION FOR NEW SHARES UNDER THE EXISTING GENERAL MANDATE AND (3) RESUMPTION OF TRADING Placing Agent THE PLACING AND SUBSCRIPTION The Company is pleased to announce that the Vendor and the Placing Agent entered into the Placing Agreement with the Company on 13 July 2015 pursuant to which, the Placing Agent will, as agent for the Vendor and on a best effort basis, procure the Placee, who and whose beneficial owners shall be Independent Third Parties, to purchase up to 280,000,000 existing Shares at a price of HK$1.00 per Placing Share from the Vendor. On the same date, the Company and the Vendor also entered into the Subscription Agreement pursuant to which, the Vendor has agreed to subscribe for the New Shares at a price of HK$1.00 per New Share. Assuming the Placing Shares are to be placed in full and given that the number of New Shares will be equal to the number of Placing Shares actually placed, the gross proceeds from the Subscription (before deduction of the placing commission, professional fees, stamp duty, the Stock Exchange trading fee, the SFC transaction levy and other expenses in relation to the Placing and expenses in relation to the Subscription incurred by the Vendor (as reduced by the amount of interest earned on the net proceeds of the Placing during the period from Placing Completion to Subscription Completion)) will be approximately HK$280 million and the net proceeds raised by the Company from the Subscription are estimated to be approximately HK$277 million. The net price to the Company for each New Share is approximately HK$

2 Background of the Placee The Placing Shares will be placed to the Placee which is a limited liability company incorporated in Hong Kong and owned and controlled by Yip Ching Tsz, Ye Jianming, Li Yong, Zhang Jianjun and Chan Chau To. Since the completion of the Placing and the Subscription are subject to the satisfaction of a number of conditions, Shareholders and investors are advised to exercise caution when dealing in the securities of the Company. DISPENSATION FROM RULE 26 OF THE TAKEOVERS CODE As a result of the Placing, the aggregate percentage shareholding of the Vendor and parties acting concert with it will be reduced from approximately 50.96% to approximately 46.00% and as a result of the Subscription, aggregate percentage shareholding of the Vendor and parties acting concert with it will be increased from approximately 46.00% to approximately 48.55%. An application will be made to the Executive for the granting of the Waiver. The Subscription Completion will be subject to, among other things, obtaining the Waiver. RESUMPTION OF TRADING At the request of the Company, trading in the Shares issued by the Company (stock code: 391) on the Stock Exchange has been halted with effect from 9:18 a.m. on 13 July 2015, pending the release of this announcement. The Company has applied to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange with effect from 9:00 a.m. on 14 July A. PLACING AND SUBSCRIPTION The Company is pleased to announce that the Vendor and the Placing Agent entered into the Placing Agreement with the Company on 13 July 2015 pursuant to which, the Placing Agent will, as agent for the Vendor and on a best effort basis, procure the Placee, who and whose beneficial owners shall be Independent Third Parties, to purchase up to 280,000,000 existing Shares at a price of HK$1.00 per Placing Share from the Vendor. On the same date, the Company and the Vendor also entered into the Subscription Agreement pursuant to which, the Vendor has agreed to subscribe for the New Shares, assuming the Placing Shares are to be placed in full and given that the number of New Shares will be equal to the number of Placing Shares actually placed, representing approximately 4.96% of the existing issued share capital of the Company and approximately 4.73% of the issued share capital of the Company as enlarged by the maximum number of New Shares, at the same price as the Placing Price. The New Shares will be issued pursuant to the General Mandate. The principal terms of the Placing and the Subscription are set out below. 2

3 I. Placing Agreement dated 13 July 2015 Parties (i) the Company; (ii) the Vendor, which as at the date of this announcement is the beneficial owner of 2,367,907,550 Shares, representing approximately 41.98% of the issued share capital of the Company as at the date of this announcement; and (iii) the Placing Agent as placing agent of the Placing. Pursuant to the Placing Agreement, the Placing Agent will, on a best effort basis, procure the Placee, who and whose beneficial owners shall be Independent Third Parties, to purchase the Placing Shares at the Placing Price from the Vendor. Number of Placing Shares A maximum of 280,000,000 existing Shares, which represent approximately 4.96% of the existing issued share capital of the Company and approximately 4.73% of the issued share capital of the Company as enlarged by the maximum number of New Shares. Placing Price HK$1.00 per Placing Share, which is determined after the arm s length negotiation among the Company, the Vendor and the Placing Agent with reference to the market price of the Shares. The Directors (including the independent non-executive Directors) consider the Placing Price to be fair and reasonable and in the best interests of the Company and the Shareholders as a whole. The Placing Price does not include, and the Placee is responsible for and shall pay the Stock Exchange s trading fee of 0.005%, the SFC s transaction levy of %, Hong Kong ad valorem stamp duty at the rate of 0.1% and brokerage as may be payable by the Placee. The Placing Price represents: (i) a discount of approximately 9.09% to the closing price of HK$1.100 per Share quoted on the Stock Exchange on 10 July 2015, being the last full trading day immediately prior to the signing of the Placing Agreement; 3

4 (ii) a premium of approximately 20.77% to the average closing price of HK$0.828 per Share quoted on the Stock Exchange of the five trading days up to and including 10 July 2015, being the last full trading day immediately prior to the signing of the Placing Agreement; and (iii) a discount of approximately 7.83% to the average closing price of HK$1.085 per Share quoted on the Stock Exchange of the ten trading days up to and including 10 July 2015, being the last full trading day immediately prior to the signing of the Placing Agreement. Lock-up The Placee shall have undertaken to the Company that from 13 July 2015, unless with the prior written consent of the Company, at any time from the date of Placing Completion it shall not (i) for a period of three months in respect of 93,340,000 Shares of the Placing Shares (the First Batch ); and (ii) for a period of six months in respect of a separate and additional 93,340,000 Shares of the Placing Shares (the Second Batch, together with the First Batch, the Lock-up Shares ): (i) offer, lend, pledge, issue, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of (either conditionally or unconditionally, or directly or indirectly, or otherwise) any Lock-up Shares; (ii) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of the Lock-up Shares, whether any such transaction described in paragraphs (i) or (ii) is to be settled by delivery of Lock-up Shares or such other securities, in cash or otherwise; or (iii) announce any intention to enter into or effect any such transaction described in paragraphs (i) or (ii) above. Conditions for Placing Completion Placing Completion is conditional upon the Placing Agreement not having been terminated prior to 10:00 a.m. on the date of Placing Completion. If at any time at or prior to 9:30 a.m. on the date of Placing Completion: (i) there has come to the notice of the Placing Agent: A. that any statement contained in this announcement was, when this announcement was issued, or has become, untrue, incorrect or misleading in any respect; or 4

5 B. any matter has arisen or has been discovered which would, had it arisen or been discovered immediately before the date of this announcement, constitute an omission therefrom; or C. any breach of the undertakings, warranties and representations set out in the Placing Agreement; or D. any material breach of any of the obligations imposed upon any party to the Placing Agreement (other than the Placing Agent); or E. any of the undertakings, warranties and representations set out in the Placing Agreement would be untrue or inaccurate or misleading in any respect if given at that time; or F. any material adverse change in the business or in the financial or trading position or prospects of any member of the Group taken as a whole which is material in the context of the Placing; or (ii) there develops, occurs, or comes into effect: A. any event, development or change (whether or not local, national or international or forming part of a series of events, developments or changes occurring or continuing before, on and/or after the date of the Placing Agreement) and including an event or change in relation to or a development of an existing state of affairs of a political, military, industrial, financial, economic, fiscal, regulatory or other nature, whether or not sui generis with any of the foregoing, resulting in a material adverse change in, or which might be expected to result in a material adverse change in, political, economic, fiscal, financial, regulatory or stock market conditions and which in the sole and absolute opinion of the Placing Agent would prejudice the success of the Placing; or B. the imposition of any moratorium, suspension or material restriction on trading in securities generally on the Stock Exchange occurring due to exceptional financial circumstances or otherwise and which, in the sole and absolute opinion of the Placing Agent, would prejudice the success of the Placing; or C. any change in conditions of local, national or international securities markets occurs which in the sole and absolute opinion of the Placing Agent would prejudice the success of the Placing; or 5

6 D. any new law or regulation or change in existing laws or regulations or any change in the interpretation or application thereof by any court or other competent authority in Hong Kong or the PRC and if in the sole and absolute opinion of the Placing Agent any such new law or change would materially and adversely affect the business or financial prospects of the Group and/or prejudice the success of the Placing; or E. a change or development occurs involving a prospective change of taxation or exchange control (or the implementation of exchange control) in Hong Kong or the PRC which would, in the sole and absolute opinion of the Placing Agent, prejudice the success of the Placing; or F. any litigation or claim of material importance of any third party being instigated against any member of the Group, which has or may have a material adverse effect on the business or financial prospects of the Group and which in the sole and absolute opinion of the Placing Agent would materially prejudice the success of the Placing, the Placing Agent may terminate the Placing Agreement and the Placing will not proceed. Save for indemnity, agreements or liabilities arising before the termination or pursuant to the indemnity provision in the Placing Agreement, and for the payment of costs and expenses already incurred or to be incurred by the Placing Agent in consequence of such termination, no party under the Placing Agreement shall be under any liability to the other parties. The Board is not aware of the occurrence of any of such events as at the date of this announcement. Placing Completion is not conditional upon any of the conditions to the subscription as set out in the paragraph headed Conditions of the Subscription having been fulfilled or waived. Placing Completion Up to 280,000,000 Shares will be placed, on a best effort basis, by the Placing Agent during the placing period commencing upon the execution of the Placing Agreement and terminating on the date of Placing Completion (or such later time as the Vendor and the Placing Agent may otherwise agree). Subject to satisfaction of the relevant conditions, the placing of the Placing Shares is expected to be completed on 16 July 2015 or such other time or date as the Vendor and the Placing Agent shall agree. 6

7 Placee for the Placing Shares The Placing Agent will, as agent for the Vendor and on a best effort basis, procure the Placee, who and whose beneficial owners shall be Independent Third Parties, to purchase the Placing Shares pursuant to the Placing Agreement. The Placee is a limited liability company incorporated in Hong Kong and owned and controlled by Yip Ching Tsz, Ye Jianming, Li Yong, Zhang Jianjun and Chan Chau To. Rights and Ranking of the Placing Shares The Placing Shares will be sold free from all mortgages, charges, pledges, liens, options, restrictions, rights of first refusal, rights of pre-emption, third-party rights or interests, other encumbrances or security interests of any kind, and any other types of preferential arrangements having similar effect. The Placee will receive all dividends or other distributions declared, made or paid on the Placing Shares for which a record date occurs on or after the date of the Placing Agreement. Save as provided in the preceding paragraph, the Placing Shares rank pari passu in all respects with the other issued Shares. Independence of the Placee The Placee and its ultimate beneficial owners are and will be third parties independent of and not acting in concert with the Vendor or any of its directors, chief executive or substantial shareholders, or any of their respective associates. They are and will, immediately following completion of the Placing and the Subscription, be independent of and not connected with the Company or any of its Subsidiaries or the directors, chief executives or substantial shareholders of the Company or any of its Subsidiaries, or any of their respective associates (as such terms are defined in the Listing Rules). Neither the Placee nor any of its ultimate beneficial owners are or will become a substantial shareholder or other connected person of the Company immediately following completion of the Placing and the Subscription. To the best of the knowledge, information and belief of the Directors, having made all due and reasonable enquiries, the Placing Agent is satisfied that each of the Placing Agent and its Affiliates is independent from and not acting in concert with the Company s directors, chief executive, substantial shareholders (including the Vendor), or their respective associates in relation to the Company. 7

8 II. Subscription Agreement dated 13 July 2015 Parties (i) the Company; and (ii) the Vendor. Pursuant to the Subscription Agreement, the Vendor will subscribe for the New Shares. The number of New Shares to be subscribed by the Vendor shall be equal to the number of Placing Shares actually placed by the Placing Agent under the Placing Agreement, being a maximum of 280,000,000 Shares, which represent approximately 4.96% of the existing issued share capital of the Company and approximately 4.73% of the issued share capital of the Company as enlarged by the New Shares (assuming the Placing Shares are to be placed in full and given that the number of New Shares will be equal to the number of Placing Shares actually placed). Subscription Price The Subscription Price is equal to the Placing Price as adjusted by (i) the placing commission, professional fees, stamp duty, the Stock Exchange trading fee, the SFC transaction levy and other expenses in relation to the Placing and expenses in relation to the Subscription incurred by the Vendor and (ii) the amount of interest earned on the net proceeds of the Placing during the period from Placing Completion to Subscription Completion. Mandate to issue the New Shares The issue of the New Shares will not be subject to Shareholders approval. As at the date of this announcement, the Company may issue up to 1,126,606,905 new Shares under the General Mandate. The New Shares will be issued under the General Mandate. As at the date of this announcement, no Shares have been issued pursuant to such general mandate, and the Company has not repurchased any Shares in the 30 days immediately preceding the date of the Agreement. Upon the completion of the Placing, the Company will have unused general mandate to issue up to 846,606,905 Shares. Ranking The New Shares, when issued and fully paid, will rank pari passu in all respects with the Shares in issue at the date of allotment and in particular will rank in full for all dividends and other distributions declared, made or paid at any time after the date of allotment. 8

9 Conditions of the Subscription The Subscription is conditional upon: (i) completion of the Placing having occurred pursuant to the terms of the Placing Agreement; (ii) the Listing Committee of the Stock Exchange agreeing to grant the listing of, and permission to deal in, the New Shares; (iii) obtaining of the Waiver; and (iv) if applicable, granting of any other approval(s) by any relevant regulatory authority in relation to the allotment and issue of the New Shares. There is no provision entitling either the Vendor or the Company to waive any of the above conditions in the event that they cannot be satisfied. If any of the above conditions cannot be fulfilled, the Subscription will not proceed. Application for listing The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the New Shares. Dispensation from Rule 26 of the Takeovers Code As a result of the Placing, the aggregate percentage shareholding of the Vendor and parties acting concert with it will be reduced from approximately 50.96% to approximately 46.00% and as a result of the Subscription, aggregate percentage shareholding of the Vendor and parties acting concert with it will be increased from approximately 46.00% to approximately 48.55%. An application will be made to the Executive for the granting of the Waiver. As stated above, the Subscription Completion will be subject to, among other things, obtaining the Waiver. Subscription Completion Subscription Completion will take place at a time to be fixed between the Company and the Vendor and in any event within 48 hours following the receipt by the Vendor of written confirmation that the conditions to the Subscription have been satisfied, provided that the Subscription Completion Date will not be later than the date falling 14 days after the date of the Placing Agreement (i.e., 27 July 2015) or such later date as may be agreed in writing between the Company and the Vendor. If completion of the Subscription shall not have taken place within 14 days from the date of the Placing Agreement (i.e., 27 July 2015) or such later date as may be agreed in writing between the Company and the 9

10 Vendor, the obligations of the Company and the Vendor under the Subscription Agreement shall terminate and none of the Company or the Vendor shall have any claim against the other for costs, damages, compensation or otherwise in respect of the Subscription. B. EFFECT OF THE PLACING AND THE SUBSCRIPTION ON THE SHAREHOLDING STRUCTURE OF THE COMPANY The following table illustrates the changes in the shareholding structure of the Company (i) as at the date of this announcement; (ii) immediately after completion of the Placing but before completion of the Subscription (assuming the Placing Shares are placed in full); and (iii) immediately after completion of the Placing and the Subscription (assuming the Placing Shares are placed in full and the New Shares are issued and allotted in full): (i) As at the date of this announcement Number of Approximately shares % (ii) Immediately after completion of the Placing but before completion of the Subscription (assuming the Placing Shares are placed in full) Number of shares Approximately % (iii) Immediately after completion of the Placing and the Subscription (assuming the Placing Shares are placed in full and the New Shares are issued and allotted in full) Number of shares Approximately % The Vendor (note 1) 2,367,907, ,087,907, ,367,907, Parties acting in concert with the Vendor (note 2) 506,941, ,941, ,941, Tong Hing Chi (note 3) 16,875, ,875, ,875, Dong Ming (note 3) 5,000, ,000, ,000, Cheung Ming Man (note 3) 400, , , Ho Chi Sing 398,840, ,840, ,840, Li Pei Chin 334,042, ,042, ,042, Placee ,000, ,000, Public shareholders 2,010,868, ,010,868, ,010,868, ,640,874, ,640,874, ,920,874, Note 1: Being held by the Vendor as beneficial owner. The Vendor is directly wholly-owned by Mr. Li Kuo Hsing, the Chairman of the Company. Note 2: Being the aggregate of the personal, family and corporate interests (excluding the Vendor s interests as noted under note 1) held by Mr. Li Kuo Hsing. Note 3: Being directors of the Company. 10

11 Immediately following (i) completion of the Placing and (ii) completion of the Placing and the Subscription, the Company will continue to be in compliance with the public float requirement under Rule 8.08 of the Listing Rules. C. USE OF PROCEEDS The gross proceeds from the Subscription (before deduction of the placing commission, professional fees, stamp duty, the Stock Exchange trading fee, the SFC transaction levy and other expenses in relation to the Placing and expenses in relation to the Subscription incurred by the Vendor (as reduced by the amount of interest earned on the net proceeds of the Placing during the period from Placing Completion to Subscription Completion) will be approximately HK$280 million and the net proceeds raised by the Company from the Subscription are estimated to be approximately HK$277 million. The net price to the Company for each New Share is approximately HK$0.99. The Company plans to use the net proceeds from the Subscription to finance the Group s future business development and general working capital. D. INFORMATION OF THE COMPANY AND THE VENDOR/REASONS FOR THE PLACING AND THE SUBSCRIPTION The Group is principally engaged in television operations, film exhibition, film rights licensing and sub-licensing, sales and distribution of films and programs in audio visual product format, artiste management, theatre operations, property investment and video online business. The principal business of the Vendor is investment holding. The Directors consider the terms of the Placing and the Subscription to be fair and reasonable and that the Placing and the Subscription offer an ideal opportunity for raising the necessary funds to finance the Group s future business development and general working capital. On this basis, the Directors consider the Placing and the Subscription to be in the interest of the Company and the Shareholders as a whole. Since the completion of the Placing and the Subscription are subject to satisfaction of a number of conditions, Shareholders and investors are advised to exercise caution when dealing in the securities of the Company. E. FUND RAISING ACTIVITIES IN THE PAST 12 MONTHS The Company has not carried out any capital raising activities during the 12 months immediately preceding the date of this announcement. 11

12 F. RESUMPTION OF TRADING At the request of the Company, trading in the Shares (stock code: 391) on the Stock Exchange has been halted with effect from 9:18 a.m. on 13 July 2015, pending the release of this announcement. The Company has applied to the Stock Exchange for the resumption of trading in the Shares and the abovementioned debt securities on the Stock Exchange with effect from 9:00 a.m. on 14 July G. DEFINITIONS In this announcement, unless the context otherwise requires, the following words and expressions shall have the following meanings when used herein: acting in concert Affiliate associate(s) Board Business Day Company connected persons Director(s) Executive General Mandate has the meaning ascribed to it in The Hong Kong Code on Takeovers and Mergers; a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified; has the meaning ascribed to it under the Listing Rules; the board of Directors; any day (excluding Saturday and Sunday) on which commercial banks generally are open for business in Hong Kong; Mei Ah Entertainment Group Ltd., a company incorporated in Bermuda with limited liability and the shares of which are listed on the Main Board of the Stock Exchange; has the meaning ascribed thereto under the Listing Rules; director(s) of the Company from time to time; the Executive Director of the Corporate Finance Division of the SFC; the general unconditional mandate granted to the Directors to issue Shares up to 20% of the issued share capital of the Company as at the date of the resolution approving the grant at the annual general meeting of the Company held on 1 September 2014; 12

13 Group HK$ Hong Kong Independent Third Parties Listing Committee Listing Rules New Shares Placee Placing Placing Agent Placing Agreement Placing Completion Placing Price Placing Share(s) the Company and its subsidiaries; Hong Kong dollar, the lawful currency of Hong Kong; Hong Kong Special Administrative Region of the PRC; third parties who are not connected persons of the Company and are independent of and not connected with the Company and its connected persons; has the meaning ascribed to such term in the Listing Rules; the Rules Governing the Listing of Securities on the Stock Exchange; such number of new Shares equivalent to the number of Placing Shares actually placed by the Placing Agent, to be allotted and issued pursuant to the terms of the Subscription Agreement; Carrier Capital (Hong Kong) Limited, a limited liability company incorporated in Hong Kong and owned and controlled by Yip Ching Tsz, Ye Jianming, Li Yong, Zhang Jianjun and Chan Chau To; the placing by the Placing Agent of the Placing Shares on the terms and subject to the conditions referred to in the Placing Agreement; Haitong International Securities Company Limited; the placing agreement dated 13 July 2015 amongst the Company, the Vendor and the Placing Agent in relation to the Placing; completion of the Placing with respect to the Placing Shares pursuant to the Placing Agreement; HK$1.00 per Placing Share; a maximum of 280,000,000 existing Shares to be sold, or procured to be sold, by the Vendor; 13

14 PRC SFC Share(s) Shareholder(s) Stock Exchange Subscription Subscription Agreement Subscription Completion Subscription Completion Date Subscription Price Subsidiary(ies) substantial shareholders Takeovers Code Vendor the People s Republic of China and for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan; the Securities and Futures Commission of Hong Kong; the issued and fully paid ordinary shares of HK$0.02 each in the capital of the Company, all of which are listed on the Stock Exchange; holder(s) of the Shares; The Stock Exchange of Hong Kong Limited; the subscription by the Vendor for the New Shares on the terms and subject to the conditions set out in the Subscription Agreement; the subscription agreement dated 13 July 2015 between the Company and the Vendor in relation to the Subscription; completion of the allotment and issue of the New Shares under the Subscription Agreement; the date of the completion of the Subscription pursuant to the Subscription Agreement; HK$1.00 per New Share, which is equal to the Placing Price; has the meaning given in Rule 1.01 of the Listing Rules; has the meaning ascribed to it under the Listing Rules; the Code on Takeovers and Mergers and Share Buy-backs issued by the SFC; Kuo Hsing Holdings Limited, a company incorporated in the British Virgin Islands; 14

15 Waiver a waiver to be granted by the Executive pursuant to Note 6 of the Notes on dispensations from Rule 26 of the Takeovers Code to waive the obligations of the Vendor and parties acting in concert with it to make a mandatory general offer under Rule 26 of the Takeovers Code for all the Shares other than those already owned or agreed to be acquired by the Vendor and parties acting in concert with it as a result of the allotment and issue of the New Shares; and % per cent. By Order of the Board Mei Ah Entertainment Group Ltd. Li Kuo Hsing Chairman Hong Kong, 13 July 2015 As at the date of this announcement, the executive directors of the Company are Mr. Li Kuo Hsing, Mr. Tong Hing Chi, Mr. Li Tang Yuk and Dr. Dong Ming, the non-executive directors are Mr. Hugo Shong and Mr. Alan Cole-Ford and the independent non-executive directors are Dr. Lee G. Lam, Mr. Cheung Ming Man and Mr. Guo Yan Jun. 15

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