Orange Sky Golden Harvest and mm2 Asia to Merge Cinema Businesses in Singapore and Malaysia

HONG KONG SAR – Media OutReach – 9 December 2020 – Orange Sky Golden Harvest Entertainment (Holdings) Limited (“Orange Sky Golden Harvest” or the ”Company”, together with the subsidiaries collectively as the “Group”, SEHK stock code: 1132) has today entered into a Heads of Agreement with Singapore-listed mm2 Asia Limited (”mm2”), for the possible merger of the Company’s cinema business in Singapore with mm2’s cinema business in Singapore and Malaysia. In conjunction with the proposed merger, the parties will bring in one or more new investors to inject capital into the merged entity.

Orange Sky Golden Harvest conducts a movie distribution, screen advertising and ownership and operation of cinema business through, Dartina Development Ltd, its wholly owned subsidiary, with 13 operating cinemas in Singapore under the ”Golden Village” brand. mm2 conducts its screen advertising and ownership and operation of cinema business through mm CONNECT PTE LTD (”mm Connect”), a wholly owned subsidiary of mm2. mm Connect operates eight cinemas in Singapore under the ”Cathay” brand and 14 cinemas in Malaysia under the ”Cathay Cineplexes Malaysia”, ”Mega Cinemas” and ”Lotus Fivestar” brands. mm2 also operates a movie film distribution business and an online streaming business.

Under the terms of the Heads of agreement, the parties will undertake an initial financial, legal and business due diligence review of the other party’s business, and discuss and negotiate the terms of the definitive agreement relating to the proposed transaction. The proposed transaction is subject to the approval of the shareholders of the Company, the shareholders of mm2, the Stock Exchange of Hong Kong Limited and the Singapore Exchange Securities Trading Limited, as well as the requisite approvals or rulings from the applicable governmental authorities, including the Competition and Consumer Commission of Singapore (”CCCS”) in relation to anti-trust issues. In light of this, the parties are working towards a submission to the CCCS in relation to the merger.

Meanwhile, the proposed merger would also enable the Group to expand into a new market in Malaysia, and gain immediate access to an established online content streaming application. By combining their resources, the Group would further stand to benefit from greater financial and operating stability, as well as a stronger operating platform for the combined business. Along with this, the cash investment by the new investor(s) would also provide additional working capital to strengthen the combined business’ balance sheet and meet its operating costs.