Paradise Entertainment Limited — Proxy Solicitation & Information Statement 2010

Mar 15, 2010

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.

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 the shareholders of Paradise Entertainment Limited (the “ Company ”) will be held at Unit C, 19th Floor, Entertainment Building, 30 Queen’s Road Central, Hong Kong on Thursday, 1 April 2010 at 11:00 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 Subscription Agreement I (as defined and described in the circular of the Company dated 16 March 2010 (the “ Circular ”)), a copy of which is produced to this meeting and marked “A” and signed by the chairman of this meeting for identification purpose, and the transactions contemplated under or incidental to the Subscription Agreement I be and are hereby approved, confirmed and ratified and that the directors of the Company (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 I and all transactions contemplated thereunder including, without limitation, (i) the creation and issue by the Company of the New Convertible Debentures (as defined in the Circular) pursuant to the terms of the Subscription Agreement I 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 New 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 I and to complete the Subscription Agreement I in accordance with its terms.”

2. “ THAT the Subscription Agreement II (as defined and described in the Circular), a copy of which is produced to this meeting and marked “B” and signed by the chairman of this meeting for identification purpose, and the transactions contemplated under or incidental to the Subscription

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Agreement II 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 and all transactions contemplated thereunder including, without limitation, (i) the creation and issue by the Company of the New Convertible Debentures (as defined in the Circular) pursuant to the terms of the Subscription Agreement II 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 New 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 and to complete the Subscription Agreement II in accordance with its terms.”

1. “ THAT the Subscription Agreement III (as defined and described in the Circular), a copy of which is produced to this meeting and marked “C” and signed by the chairman of this meeting for identification purpose, and the transactions contemplated under or incidental to the Subscription Agreement III 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 III and all transactions contemplated thereunder including, without limitation, (i) the creation and issue by the Company of the New Convertible Debentures (as defined in the Circular) pursuant to the terms of the Subscription Agreement III 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 New 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 III and to complete the Subscription Agreement III in accordance with its terms.”

By Order of the Board Paradise Entertainment Limited Jay Chun Chairman and Managing Director

Hong Kong, 16 March 2010

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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) 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.

• (2) 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.

• (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 16 March 2010.

• (5) 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 Dr. Ma Xianming, alias, Ma Yin Ming, and the independent nonexecutive directors of the Company are Mr. Frank Hu, Mr. Li John Zongyang and Mr. Hu Wenxiang.

As at the date of this announcement, the executive directors of the Company are Mr. Jay Chun (Chairman and Managing Director), Mr. Shan Shiyong, alias, Sin Sai Yung and Dr. Ma Xianming, alias, Ma Yin Ming and the independent non-executive directors of the Company are Mr. Frank Hu, Mr. Li John Zongyang and Mr. Hu Wenxiang.

• For identification purposes only

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