Paradise Entertainment Limited — Proxy Solicitation & Information Statement 2010

Dec 6, 2010

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

PARADISE ENTERTAINMENT LIMITED 滙彩控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1180)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Paradise Entertainment Limited (the “ Company ”) will be held at Unit C, 19/F., Entertainment Building, 30 Queen’s Road Central, Hong Kong on Thursday, 23 December 2010 at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT the entering into the Supplemental Agreement (as defined and described in the circular dated 7 December 2010 (the “ Circular ”)), a copy of which is produced to this meeting and marked “A” and initialled by the chairman of this meeting for identification purpose, and the Extension (as defined in the Circular) contemplated under the Supplemental Agreement be and are hereby approved, confirmed and ratified and that the Directors be and are hereby authorized on behalf of the Company:

   • (A) to sign, seal, execute, perfect and deliver all such documents and do all such deeds, acts, matters and things as they may in their discretion consider necessary or desirable for the purpose of or in connection with the implementation of the Subscription Agreement II (as amended by the Supplemental Agreement) and all transactions contemplated thereunder including, without limitation, (i) the creation and issue by the Company of the Pioneer Convertible Debentures (as defined in the Circular) pursuant to the terms of the Subscription Agreement II (as amended by the Supplemental Agreement) and (ii) the allotment and issue of the Conversion Shares (as defined in the Circular) upon the exercise of the conversion rights attaching to the Pioneer Convertible Debentures, such Conversion Shares to rank pari passu in all respects with all Shares then in issue; and

   • (B) to exercise or enforce all of the rights of the Company under the Subscription Agreement II (as amended by the Supplemental Agreement) and to complete the Subscription Agreement II (as amended by the Supplemental Agreement) in accordance with its terms.”

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1. “ THAT Mr. Kuan Hin Meng be re-elected as an independent non-executive director of the Company.”

2. “ THAT Mr. Hu Liming be re-elected as an executive director of the Company.”

As part of the proceeds raised from the issue of the Pioneer Convertible Debentures will be used to redeem the Promissory Note issued by Natural Noble Limited (a wholly-owned subsidiary of the Company) to Mr. Jay Chun (or to his nominee as he may direct) as part of the consideration for the acquisition of a patent from Mr Jay Chun by Natural Noble Limited, Mr. Jay Chun and his associates (holding an aggregate of 198,208,800 Shares, representing approximately 10.64% of the issued share capital of the Company as at the date of this notice) are required to abstain from voting in relation to resolution 1 above at the SGM. Save as disclosed above, no other Shareholders would be required to abstain from voting at the SGM pursuant to the Listing Rules and/or the bye-laws of the Company.

By Order of the Board of Paradise Entertainment Limited Stella Ho Company Secretary

Hong Kong, 7 December 2010

Head Office and Principal Place of Business:

Unit C 19th Floor

Entertainment Building 30 Queen’s Road Central Hong Kong

Registered Office:

Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Notes:

• (1) In the case of joint holders of any share, any one of such persons may vote at the said meeting, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holders is present at the said meeting, personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

• (2) A shareholder entitled to attend and vote at the meeting may appoint one or more than one proxy to attend and to vote instead of him. A proxy need not be a shareholder of the Company. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same.

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• (3) In order to be valid, the form of proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, must be deposited at the branch share registrars of the Company in Hong Kong, Tricor Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting. Completion and return of a form or proxy will not preclude the shareholders from attending and voting in person should they so desire.

• (4) A form of proxy for use at the meeting is enclosed with the circular of the Company despatched to the shareholders of the Company on 7 December 2010.

• (5) If a “black” rainstorm warning signal or a tropical cyclone warning signal number 8 or above is in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Thursday, 23 December 2010, the SGM will not be held on that day. An announcement will be made in such event.

As at the date of this notice, the executive directors of the Company are Mr. Jay Chun (Chairman and Managing Director), Mr. Shan Shiyong, alias, Sin Sai Yung and Mr. Hu Liming, and the independent non-executive directors of the Company are Mr. Frank Hu, Mr. Li John Zongyang and Mr. Kuan Hin Meng.

• For identification purposes only

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