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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers. If you have sold or transferred all your shares in International Entertainment Corporation (the ‘‘Company’’), you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was affected for transmission to the purchaser(s) or the transferee(s). Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. INTERNATIONAL ENTERTAINMENT CORPORATION 國 際 娛 樂 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 01009) MAJOR AND CONNECTED TRANSACTIONS AND NOTICE OF EXTRAORDINARY GENERAL MEETING Financial adviser to the Company Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders AnoticeconveningtheEGM(asdefinedherein)oftheCompanytobeheldat11:30a.m.onFriday,29May2020 at Song, Yuan & Ming Rooms, The Dynasty Club, 7th Floor, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong is set out on pages EGM-1 to EGM-3 of this circular. A form of proxy for use at the EGM is enclosed with this circular. Whether or not you propose to attend the special general meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’sRoadEast,WanChai,HongKongassoon as possible and in any event not less than 48 hours before the time appointed for holding the extraordinary general meeting or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending in person and voting at the extraordinary general meeting or any adjourned meeting (as the case may be) should you so wish. In such event, the form of proxy previously submitted shall be deemed to be revoked. 8May2020 TABLE OF CONTENTS Page DEFINITIONS .................................................................. 1 LETTER FROM THE BOARD .................................................. 7 LETTER FROM THE INDEPENDENT BOARD COMMITTEE ................. 34 LETTER FROM MESSIS CAPITAL ............................................ 36 APPENDIX I — FINANCIAL INFORMATION OF THE GROUP ............ I-1 APPENDIX II — VALUATION REPORT OF THE PROPERTIES ............ II-1 APPENDIX III — VALUATION REPORT OF THE DW STADIUM ........... III-1 APPENDIX IV — GENERAL INFORMATION OF THE GROUP ............. IV-1 NOTICE OF EGM .............................................................. EGM-1 – i – DEFINITIONS In this circular, unless the contents otherwise requires, the following expressions have the meanings as set out below: ‘‘Acquisition’’ the acquisition of IEC Wigan Athletic and the Properties, details of which are set out in the announcement of the Company dated 21 May 2018 and the Acquisition Circular, which was completed on 7 November 2018 ‘‘Acquisition Circular’’ the circular of the Company dated 9 October 2018 in relation to, among other things, the Acquisition ‘‘associates’’ has the meaning ascribed to it under the Listing Rules ‘‘Board’’ the board of Directors ‘‘Business Day(s)’’ any day(s) (except any Saturday, Sunday or public holiday) on which licensed banks in Hong Kong are generally open for business throughout their normal business hours ‘‘Club’’ Wigan Athletic A.F.C. Limited, an indirect subsidiary of the Company and a member of the Group as at the Latest Practicable Date ‘‘Company’’ International Entertainment Corporation, a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 01009) ‘‘Completion’’ the completion of the Disposal ‘‘connected person’’ has the meaning ascribed to it under the Listing Rules ‘‘Consideration’’ GBP17.50 million (equivalent to approximately HK$168.88 million), being the total purchase price for the Sale Shares payable by the Purchaser to the Company (or as it may direct) in cash ‘‘controlling shareholder’’ has the meaning ascribed to it under the Listing Rules ‘‘Deed of Guarantee’’ the deed of guarantee to be entered into by the Purchaser in favour of the Company on Completion along with the Loan Agreement for the purpose of guaranteeing the due repayment of the Facility by the Club ‘‘Deposit’’ GBP1.75 million (equivalent to approximately HK$16.89 million), being the deposit for the Sale Shares payable to the Company (or as it may direct) by the Purchaser after signing of the Sale and Purchase Agreement – 1 – DEFINITIONS ‘‘Director(s)’’ the director(s) of the Company ‘‘Disposal’’ the proposed disposal of the Sale Shares pursuant to the Sale and Purchase Agreement ‘‘Disposal Company’’ Newworth Ventures Limited, a company incorporated in the British Virgin Islands and is a wholly-owned subsidiary of the Company ‘‘Disposal Group’’ the Disposal Company and its subsidiaries ‘‘Dr. Choi’’ Dr. Choi Chiu Fai Stanley, being the chairman of the Board, an executive Director, a controlling shareholder of the Company, and beneficially interested in 764,223,268 Shares, representing approximately 55.82% of the issued share capital of the Company as at the Latest Practicable Date ‘‘DW Stadium’’ the sports stadium, namely the DW Stadium, with conference and other facilities, holds under Wigan Football Company ‘‘EFL’’ English Football League ‘‘EGM’’ the extraordinary general meeting of the Company to be convened and held for the Independent Shareholders to consider and, if thought fit, to approve, among other things, the Sale and Purchase Agreement and the transactions contemplated thereunder and the Loan Agreement (including the Deed of Guarantee) by way of poll ‘‘Facility’’ aloanfacilityofanaggregateprincipalamountof GBP28.77 million (equivalent to approximately HK$277.63 million) partly made and partly to be made available to the Club by the Company up to but immediately prior to Completion which will be documented and regulated by the Loan Agreement ‘‘GBP’’ British Pound, the lawful currency of the UK ‘‘General Partner’’ NLL, being the general partner of the Purchaser ‘‘Group’’ the Company and its subsidiaries ‘‘Head and Shoulders Head and Shoulders Direct Investment (Series C Class 1) Direct Investment’’ Limited, a company incorporated in British Virgin Islands and wholly-owned by Dr. Choi. It subscribed 51% of the limited partnership interest in the Purchaser and acts as one of the Limited Partners – 2 – DEFINITIONS ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘IEC Sports Management’’ IEC Sports Management Limited, a company incorporated in England and Wales and is principally engaged in investment holding. It is wholly-owned by the Disposal Company as at the Latest Practicable Date ‘‘IEC Wigan Athletic’’ IEC Wigan Athletic Holdings Limited, a company incorporated in England and Wales and principally engaged in investment holding. It is indirectly wholly-owned by the Disposal Company through IEC Sports Management as at the Latest Practicable Date ‘‘IEC Wigan Property’’ IEC Wigan Property Holdings Limited, a company incorporated in England and Wales and principally engaged in investment holding. It is wholly-owned by the Disposal Company as at the Latest Practicable Date ‘‘Independent Board the independent board committee of the Company comprising all Committee’’ the independent non-executive Directors (namely Ms. Lu Gloria Yi, Mr. Sun Jiong and Mr. Ha Kee Choy Eugene) formed for the purpose of giving a recommendation to the Independent Shareholders in respect of the Sale and Purchase Agreement and the transactions contemplated thereunder and the Loan Agreement (including the Deed of Guarantee), and as to the voting action therefor ‘‘Independent the Shareholder(s), other than Dr. Choi and his associates who Shareholder(s)’’ are required to abstain from voting under the Listing Rules at the EGM, who do not have material interest in the Sale and Purchase Agreement and the transactions contemplated thereunder and the Loan Agreement (including the Deed of Guarantee) ‘‘Independent Third any person(s) or company(ies) and their respective ultimate Party(ies)’’ beneficial owner(s) are third parties independent of the Group and its connected persons in accordance with the Listing Rules ‘‘Initial Cost’’ GBP15.90 million (equivalent to approximately HK$153.44 million), the consideration paid under the Acquisition (excluding the 2018 Working Capital Loans) ‘‘Latest Practicable Date’’ 5May2020,beingthelatestpracticabledatepriortothe printing of this circular for the purpose of ascertaining certain information contained in this circular ‘‘Limited Partners’’ Head and Shoulders Direct Investment and Widespread Success Limited, being the limited partners of the Purchaser – 3 – DEFINITIONS ‘‘Listing Rules’’ the Rules Governing the Listing of Securities

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