Success Universe : (1) CONNECTED TRANSACTION - EARLY TERMINATION OF A TENANCY AGREEMENT; AND (2) REVISION OF ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTIONS

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.

(Incorporated in Bermuda with limited liability)

(Stock Code: 00487)

(1) CONNECTED TRANSACTION -

EARLY TERMINATION OF A TENANCY AGREEMENT; AND

1. REVISION OF ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTIONS

The Board wishes to announce that on 15 September 2020 after trading hours, Good Sun, an indirect wholly-owned subsidiary of the Company, as landlord and SIMSL as tenant entered into the Surrender Deed pursuant to which they agreed to the early termination of the Units 1003 & 4A Tenancy Agreement on and with effect from 1 October 2020 and the surrender of Units 1003 & 4A to Good Sun on or before 1 October 2020.

Since SIMSL is indirect wholly and beneficially owned by Mr. Yeung, who is the Chairman of the Board and an executive Director as well as a controlling shareholder of the Company, SIMSL is a connected person of the Company. Accordingly, the entering into of the Surrender Deed constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules.

As the applicable percentage ratios for the transaction contemplated under the Surrender Deed calculated pursuant to Rule 14.07 of the Listing Rules are more than 0.1% but less than 5%, the entering into of the Surrender Deed and the transaction contemplated thereunder is subject to the reporting and announcement requirements but is exempt from the circular (including independent financial advice) and shareholders' approval requirements pursuant to Rule 14A.76(2) of the Listing Rules.

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Reference is made to the Announcement of the Company dated 25 June 2019 in relation to the Existing Tenancy Agreements.

The Board wishes to announce that on 15 September 2020 after trading hours, Good Sun as landlord entered into the Surrender Deed with SIMSL as tenant in relation to the early termination of the Units 1003 & 4A Tenancy Agreement, being one of the Existing Tenancy Agreements, the principal terms of which are set out below.

THE SURRENDER DEED

Pursuant to the Surrender Deed:

1. the Units 1003 & 4A Tenancy Agreement shall be terminated on and with effect from the Termination Date and SIMSL shall deliver vacant possession of Units 1003 & 4A, on an "as is" basis in accordance with the terms of the Units 1003 & 4A Tenancy Agreement, to Good Sun on or before the Termination Date;
2. SIMSL shall continue to pay the rent and discharge all outgoings payable by it under the Units 1003 & 4A Tenancy Agreement up to and, if vacant possession of the Property is delivered to Good Sun on the Termination Date, inclusive of the Termination Date; and
3. the rental deposit in the sum of HK$1,241,590.00 paid by SIMSL to Good Sun under the Units 1003 & 4A Tenancy Agreement shall be refunded to SIMSL in accordance with the provisions of the Units 1003 & 4A Tenancy Agreement.

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THE REVISED ANNUAL CAPS

In view of the Surrender Deed, the Annual Caps as disclosed in the Announcement shall be revised as follows by deducting the rental of Units 1003 & 4A originally receivable under the Units 1003 & 4A Tenancy Agreement for the period from the day immediately after the Termination Date to its original expiry date of 1 July 2021:

As the revised Annual Cap for the year ending 31 December 2021 is below HK$3,000,000 and all the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules are less than 5%, therefore the remaining two Existing Tenancy Agreements will not be subject to the annual review requirement pursuant to Rule 14A.76(1)(c) of the Listing Rules.

REASONS FOR ENTERING INTO THE SURRENDER DEED

The head office of the Group in Hong Kong is currently leased from an independent third party and the term of which will expire in January 2021. Despite various negotiations, the Group has been unable to reach agreement with the landlord on the terms, including the new rental, for the renewal of the lease. The Group has therefore carried out a strategic review and decided to relocate the Group's head office to Units 1003 & 4A and requested SIMSL to early terminate the Units 1003 & 4A Tenancy Agreement.

The terms of the Surrender Deed were arrived at after arm's length negotiation between Good Sun and SIMSL. In view that Units 1003 & 4A are to be occupied by the Group for its head office in Hong Kong, and that no compensation is payable by the Group for the early termination of the Units 1003 & 4A Tenancy Agreement, the Directors (including the independent non-executive Directors) consider that the Surrender Deed and the terms thereof are fair and reasonable and on normal commercial terms or better in so far as the Group is concerned, and in the interests of the Company and its shareholders as a whole.

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By virtue of the connection between Mr. Yeung, the Chairman of the Board and an executive Director as well as a controlling shareholder of the Company, and SIMSL, Mr. Yeung is considered to have a material interest in the transaction contemplated under the Surrender Deed. Further, Mr. Ma Ho Man, Hoffman, the Deputy Chairman of the Board and an executive Director, is the nephew of Mr. Yeung. Both of them have abstained from voting on the resolutions of the Board approving the Surrender Deed and the transaction contemplated thereunder.

INFORMATION OF THE GROUP, GOOD SUN AND SIMSL

The Company is an investment holding company and the principal businesses and investments of the Group include travel-related business, property investment business and the investment project of Ponte 16, a world-class integrated casino-entertainment resort located in Macau.

Good Sun is an indirect wholly-owned subsidiary of the Company and its principal business is property investment.

SIMSL is indirect wholly and beneficially owned by Mr. Yeung. To the best of the Directors' knowledge, information and belief and having made reasonable enquiries, the principal business of SIMSL is provision of management services.

LISTING RULES IMPLICATION

Since SIMSL is indirect wholly and beneficially owned by Mr. Yeung, who is the Chairman of the Board and an executive Director as well as a controlling shareholder of the Company, SIMSL is a connected person of the Company. Accordingly, the entering into of the Surrender Deed constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules.

As the applicable percentage ratios for the transaction contemplated under the Surrender Deed calculated pursuant to Rule 14.07 of the Listing Rules are more than 0.1% but less than 5%, the entering into of the Surrender Deed and the transaction contemplated thereunder is subject to the reporting and announcement requirements but is exempt from the circular (including independent financial advice) and shareholders' approval requirements pursuant to Rule 14A.76(2) of the Listing Rules.

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DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:

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By order of the Board

SUCCESS UNIVERSE GROUP LIMITED

Ma Ho Man, Hoffman

Deputy Chairman

Hong Kong, 15 September 2020

As at the date of this announcement, the Board comprises two executive Directors, namely Mr. Yeung Hoi Sing, Sonny (Chairman) and Mr. Ma Ho Man, Hoffman (Deputy Chairman); one non-executive Director, namely Mr. Choi Kin Pui, Russelle; and three independent non-executive Directors, namely Ms. Yeung Mo Sheung, Ann, Mr. Chin Wing Lok, Ambrose and Mr. Chong Ming Yu.

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