Paradise Entertainment Limited — Proxy Solicitation & Information Statement 2016

Apr 26, 2016

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 adviser.

If you have sold or transferred all your securities in Paradise Entertainment Limited (the “ Company ”), you should at once hand this circular and the accompanying form of proxy to the purchaser or to the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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.

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

(Incorporated in Bermuda with limited liability) (Stock Code: 1180)

PROPOSALS INVOLVING GRANT OF GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company (the “Annual General Meeting”) to be held at Unit C, 19th Floor, Entertainment Building, 30 Queen’s Road Central, Hong Kong on Wednesday, 1 June 2016 at 11:00 a.m. is set out on pages 13 to 17 of this circular. Whether or not you are able to attend the Annual General Meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

27 April 2016

• For identification purpose only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General mandates to repurchase and issue Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I – Explanatory statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix II – Biographical details of the retiring Directors. . . . . . . . . . . . . . . . . . . . .	11
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

“Annual General Meeting”

the annual general meeting of the Company to be held at Unit C, 19th Floor, Entertainment Building, 30 Queen’s Road Central, Hong Kong on Wednesday, 1 June 2016 at 11:00 a.m., notice of which is set out on pages 13 to 17 of this circular, or any adjournment thereof

“associate(s)”

has the same meaning ascribed to it under the Listing Rules

“Board”

the board of Directors

“Bye-laws”

the existing bye-laws of the Company

“Company” Paradise Entertainment Limited, an exempted company incorporated in Bermuda with limited liability, the shares of which are listed on the Stock Exchange

“connected person(s)”

has the same meaning ascribed to it under the Listing Rules

“Director(s)”

the director(s) of the Company

“Group”

the Company and its subsidiaries

“HK$”

Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong”

the Hong Kong Special Administrative Region of the People’s Republic of China

“Invested Entity”

any entity in which the Group holds any equity interest

“Issue Mandate”

a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to allot and issue Shares as set out in resolution no. 5 in the notice convening the Annual General Meeting

“Latest Practicable Date” 20 April 2016, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

– 1 –

DEFINITIONS

“Listing Rules”	The Rules Governing the Listing of Securities on the Stock
	Exchange
“Repurchase Mandate”	a general and unconditional mandate proposed to be granted
	to the Directors to exercise all powers of the Company to
	repurchase Shares as set out in resolution no. 4 in the notice
	convening the Annual General Meeting
“SFO”	Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong)
“Share(s)”	ordinary share(s) of HK$0.001 each in the share capital of
	the Company
“Shareholder(s)”	holder(s) of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Substantial shareholder(s)”	has the same meaning ascribed to it under the Listing Rules
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers
“%”	per cent

– 2 –

LETTER FROM THE BOARD

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 1180)

Executive Directors:

Mr. Jay Chun (Chairman and Managing Director) (alternate director to Mr. Shan Shiyong) Mr. Shan Shiyong, alias, Sin Sai Yung Mr. Hu Liming

Independent Non-executive Directors: Mr. Kai-Shing Tao Mr. Li John Zongyang Ms. Tang Kiu Sam Alice

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

27 April 2016

To the Shareholders

Dear Sir or Madam,

PROPOSALS INVOLVING GRANT OF GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The Directors wish to seek the approval of the Shareholders at the Annual General Meeting for, among other things, (i) the grant of the Repurchase Mandate and the Issue Mandate; and (ii) the re-election of retiring Directors.

The purpose of this circular is to provide you with details of (i) the Repurchase Mandate and the Issue Mandate, (ii) the re-election of retiring Directors, and (iii) give you notice of the Annual General Meeting.

• For identification purpose only

– 3 –

LETTER FROM THE BOARD

GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES

The Directors wish to propose two ordinary resolutions at the Annual General Meeting to give the Directors new general mandates:

• (i) to repurchase Shares with an aggregate nominal amount not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the proposed resolution at the Annual General Meeting; and

• (ii) to allot, issue and otherwise deal with new Shares with an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the proposed resolution at the Annual General Meeting.

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,052,185,315 Shares. Subject to the passing of the proposed resolution for the grant of the Issue Mandate at the Annual General Meeting and on the basis that no further Shares are issued or purchased by the Company prior to the Annual General Meeting, the Company would be allowed to issue and allot a maximum of 210,437,063 Shares under the Issue Mandate. In addition, subject to the passing of the proposed resolution for the grant of the Repurchase Mandate at the Annual General Meeting and on the basis that no further Shares are issued or purchased by the Company prior to the Annual General Meeting, the Company would be allowed to repurchase a maximum of 105,218,531 Shares under the Repurchase Mandate.

The Issue Mandate and the Repurchase Mandate will remain in force until the earlier of (i) the conclusion of the next annual general meeting of the Company, (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any applicable laws to be held, or (iii) the revocation or variation of the authority given under the resolutions for the grant of the Issue Mandate and the Repurchase Mandate by an ordinary resolution of the Shareholders in general meeting.

In addition, a separate ordinary resolution will also be proposed at the Annual General Meeting to add to the Issue Mandate those Shares purchased by the Company under the Repurchase Mandate granted to the Directors at the Annual General Meeting, provided that such extended amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the proposed resolution at the Annual General Meeting.

An explanatory statement containing information regarding the Repurchase Mandate is set out in Appendix I to this circular.

– 4 –

LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Bye-law 87 of the Bye-laws, Mr. Li John Zongyang and Mr. Kai-Shing Tao, both of them are independent non-executive Directors, shall retire at the Annual General Meeting, and they, being eligible, will offer themselves for re-election.

Biographical details of the Directors who are proposed to be re-elected are set out in appendix II to this circular.

ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at Unit C, 19th Floor, Entertainment Building, 30 Queen’s Road Central, Hong Kong on Wednesday, 1 June 2016 at 11:00 a.m. is set out on pages 13 to 17 of this circular for the purpose of considering and, if thought fit, passing with or without amendments the resolutions as set out therein. The vote of the Shareholders at the Annual General Meeting will be taken by poll in accordance with Rule 13.39(4) of the Listing Rules and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use by the Shareholders at the Annual General Meeting is enclosed. Whether or not you are able to attend the Annual General Meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, none of the Shareholders is required to abstain from voting at the Annual General Meeting pursuant to the Listing Rules and/or the Bye-laws.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other facts the omission of which would make any statement herein or this circular misleading.

– 5 –

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the resolutions in relation to, among other things, (i) the grant of the Repurchase Mandate and the Issue Mandate; and (ii) the re-election of retiring Directors as set out in the notice of the Annual General Meeting are all in the interests of the Company and the Shareholders. Accordingly, the Directors recommend you to vote in favour of all such resolutions.

GENERAL

Your attention is also drawn to the additional information set out in the appendices to this circular.

Yours faithfully,

For and on behalf of Paradise Entertainment Limited Stella Ho Company Secretary

– 6 –

EXPLANATORY STATEMENT

APPENDIX I

This appendix serves as an explanatory statement as required by the Listing Rules to be presented to Shareholders concerning the Repurchase Mandate proposed to be granted to the Directors.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,052,185,315 Shares. Assuming that no further Shares are issued or purchased by the Company prior to the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 105,218,531 Shares.

REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares on the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

FUNDING OF REPURCHASES

Any repurchase will be made out of funds which are legally available for the purpose in accordance with the memorandum of association of the Company, the Bye-laws and the applicable laws of Bermuda. As compared with the financial position of the Company as at 31 December 2015 (being the date of its latest audited accounts), the Directors consider that there might be a material adverse impact on the working capital and the gearing position of the Company in the event that the proposed repurchases were to be carried out in full during the proposed repurchase period.

The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or the gearing position which in the opinion of the Directors are from time to time appropriate for the Company.

UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of Bermuda, the memorandum of association of the Company and the Bye-laws.

– 7 –

APPENDIX I

EXPLANATORY STATEMENT

None of the Directors nor, to the best of the knowledge and belief of the Directors having made all reasonable enquiries, any of their respective close associates has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell Shares to the Company.

No core connected persons of the Company have notified the Company that they have a present intention to sell Shares to the Company nor have they undertaken not to sell any of the Shares held by them to the Company in the event that the Company is authorised to make repurchases of Shares.

EFFECT OF THE TAKEOVERS CODE

If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a shareholder or a group of shareholders acting in concert, depending on the level of increase of the shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Mr. Jay Chun and August Profit Investments Limited, a company wholly owned by Mr. Jay Chun (together, the “Chun and Associates”), are beneficially interested in approximately 59.96% of the issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate, the interests of the Chun and Associates would be increased to approximately 66.62% of the issued share capital of the Company. In the opinion of the Directors, such increases may not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors are not aware of any consequence which the exercise in full of the Repurchase Mandate would have under the Takeovers Code.

In any event, the Directors do not intend to exercise the Repurchase Mandate to an extent which would reduce the aggregate amount of share capital of the Company in public hands to below 25% which is the minimum prescribed public float requirement under the Listing Rules.

– 8 –

EXPLANATORY STATEMENT

APPENDIX I

MARKET PRICE

The highest and lowest prices at which the Shares were traded on the Stock Exchange in each of the previous twelve months immediately prior to the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2015
April	2.72	1.87
May	3.15	2.20
June	3.00	2.13
July	2.37	1.31
August	1.86	1.13
September	1.40	1.23
October	1.53	1.25
November	1.48	1.10
December	1.33	1.00
2016
January	1.24	1.00
February	1.27	1.00
March	1.28	1.16
April (up to and including the Latest Practicable Date)	1.47	1.18

– 9 –

EXPLANATORY STATEMENT

APPENDIX I

SHARES REPURCHASES MADE BY THE COMPANY

The Company had repurchased the following Shares on the Stock Exchange during the six months period preceding the Latest Practicable Date.

Trading day 11 December 2015 10 December 2015 9 December 2015 8 December 2015 7 December 2015 4 December 2015 3 December 2015 2 December 2015 1 December 2015 30 November 2015 27 November 2015 26 November 2015 25 November 2015 24 November 2015 Total	Number of Shares repurchased Price per Share or Highest Price Paid Lowest Price Paid (HK$) (HK$) 48,000 1.05 1.01 148,000 1.08 1.03 116,000 1.10 1.07 64,000 1.11 1.09 100,000 1.11 1.07 96,000 1.13 1.05 108,000 1.15 1.13 64,000 1.15 1.13 88,000 1.15 1.10 120,000 1.16 1.11 92,000 1.24 1.20 100,000 1.24 1.23 100,000 1.24 1.18 192,000 1.24 1.21 1,436,000*

• Those 1,436,000 Shares repurchased were cancelled in January 2016.

– 10 –

BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS

APPENDIX II

The biographical and other details of the retiring Directors standing for re-election at the Annual General Meeting are set out below:

(i) Mr. Li John Zongyang (“Mr. Li”)

Mr. Li, aged 60, has been appointed as an independent non-executive Director and a member of the Company’s audit committee with effect from 10 September 2007. He holds a bachelor of arts degree in economics from Peking University in the PRC and a master degree in business administration from Middlesex University Business School in London. He was also a doctor of philosophy candidate in accountancy with Bond University in Australia from April 1993 to March 1994. Mr. Li has over 22 years of experience in international finance and corporate management. Mr. Li was a Senior Fund Manager (Japan & Far East) and Head of Pacific Region with Framlington Investment Management Limited in London and he also held managerial positions in various publicly-listed companies. Mr. Li had not held any directorships in any other listed public companies during the three years preceding the Latest Practicable Date and other than being an independent non-executive Director, Mr. Li did not hold any positions with the Company and other members of the Group.

Mr. Li has no service contract with the Company and he is not appointed for a specific term but he is subject to retirement by rotation and re-election in accordance with the Byelaws. For the year ended 31 December 2015, Mr. Li received a Director’s emolument of HK$120,000. The emolument of Mr. Li was determined by the Remuneration Committee of the Company with reference to his qualifications, experience, time commitment and responsibilities towards the Group as well as the prevailing market conditions. As at the Latest Practicable Date, Mr. Li did not have any interests or short positions in the shares or underlying shares of the Company or its associated corporations within the meaning of Part XV of the SFO. Save as being an independent non-executive Director, Mr. Li did not have any relationships with any other directors, senior management, substantial shareholders or controlling shareholders of the Company.

– 11 –

BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS

APPENDIX II

(ii) Mr. Kai-Shing Tao (“Mr. Tao”)

Mr. Tao, aged 39, graduated from the Stern School of Business at New York University and has served as a member of Remark Media, Inc.’s board of directors since Remark Media, Inc.’s public listing in 2007 (Nasdaq: MARK). Mr. Tao was elected Chairman and Co-Chief Executive Officer in October 2012 and became the sole Chief Executive Officer of Remark Media, Inc. in December 2012. Mr. Tao also serves as Chairman and Chief Investment Officer of Pacific Star Capital Management, L.P., a private investment group. Prior to founding Pacific Star Capital Management, L.P., Mr. Tao was a Partner at FALA Capital Group, a single family investment office where he served in various capacities, including overseeing global liquid investments. Mr. Tao had been a director of Playboy Enterprises Inc. from May 2010 to March 2011 and Friendfinder Network Inc., from April 2012 to March 2013. Additionally, Mr. Tao is a member of the Real Estate Roundtable, US-China Business Council and US-Taiwan Business Council. Save as disclosed, Mr. Tao had not held any directorships in any other listed public companies during the three years preceding the Latest Practicable Date and other than being an independent non-executive Director, Mr. Tao did not hold any positions with the Company and other members of the Group.

Mr. Tao has no service contract with the Company and he is not appointed for a specific term but he is subject to retirement by rotation and re-election in accordance with the Bye-laws. Mr. Tao is entitled to receive an annual director’s fee of HK$120,000, which was determined by the Company’s remuneration committee with reference to his qualifications, experience, time commitment and responsibilities towards the Company as well as the prevailing market conditions. As at the Latest Practicable Date, Mr. Tao did not have any interests or short positions in the shares or underlying shares of the Company or its associated corporations within the meaning of Part XV of the SFO. Save as being an independent non-executive Director, Mr. Tao did not have any relationships with any other directors, senior management, substantial shareholders or controlling shareholders of the Company.

In relation to the re-election of Mr. Li and Mr. Tao as Directors, there is no information required to be disclosed pursuant to any of the requirements of Rules 13.51(2) of the Listing Rules and there are no other matters relating thereto that need to be brought to the attention of the Shareholders, save as disclosed above.

– 12 –

NOTICE OF ANNUAL GENERAL MEETING

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 1180)

NOTICE IS HEREBY GIVEN that the annual 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 Wednesday, 1 June 2016 at 11:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To receive and consider the audited financial statements, the directors’ report and the auditors’ report for the year ended 31 December 2015.

2. (a) To re-elect Mr. Li John Zongyang as an independent non-executive director of the Company.

3. (b) To re-elect Mr. Kai-Shing Tao as an independent non-executive director of the Company.

4. (c) To authorise the board of directors to fix the directors’ remuneration.

5. To re-appoint auditors and to authorise the board of directors to fix their remuneration.

6. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to paragraph (b) of this Resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• For identification purpose only

– 13 –

NOTICE OF ANNUAL GENERAL MEETING

• (b) the aggregate nominal amount of the shares of the Company to be repurchased by the Company pursuant to the approval in paragraph (a) above shall not exceed 10 per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of this Resolution, and the said approval shall be limited accordingly; and

• (c) for the purposes of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held; or

• (iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

• To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to paragraph (c) of this Resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to issue, allot, grant, distribute and otherwise deal with additional shares of the Company, and to make or grant offers, agreements, options (including warrants, bonds, notes and debentures convertible into shares of the Company) and rights of exchange or conversion which would or might require the exercise of such power either during or after the Relevant Period, be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this Resolution shall authorise the directors of the Company during the Relevant Period to make, issue or grant offers, agreements, options (including warrants, bonds, notes and debentures convertible into shares of the Company) and rights of exchange or conversion which would or might require the exercise of such power after the end of the Relevant Period;

– 14 –

NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate nominal amount of share capital allotted, issued, granted, distributed or otherwise dealt with or agreed conditionally or unconditionally to be allotted, issued, granted, distributed or otherwise dealt with (whether pursuant to an option, a conversion or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) an issue of shares of the Company upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any bonds, notes, debentures and securities which are convertible into shares of the Company; or (iii) an issue of shares of the Company as scrip dividends pursuant to the bye-laws of the Company from time to time; or (iv) an issue of shares of the Company under any share option scheme or similar arrangement providing for the grant to employees (including directors) of the Company and/or any of its subsidiaries of the rights to subscribe for shares of the Company, shall not exceed 20 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of this Resolution, and the said approval shall be limited accordingly; and

• (d) for the purposes of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held; or

• (iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.

– 15 –

NOTICE OF ANNUAL GENERAL MEETING

“Rights Issue” means an offer of shares of the Company open for a period fixed by the directors of the Company to the holders of shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the law of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).”

1. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT , conditional upon the passing of the ordinary resolutions numbered 4 and 5 in the notice convening the annual general meeting of the Company, the general mandate granted to the directors of the Company and for the time being in force to exercise the powers of the Company to allot, issue, grant, distribute and otherwise deal with shares and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby extended by addition thereto of an amount representing the aggregate nominal amount of shares in the capital of the Company which has been repurchased by the Company since the granting of such general mandate pursuant to the exercise by the directors of the Company of the powers of the Company to repurchase such amount of shares, provided that such amount shall not exceed 10 per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of this Resolution.”

By Order of the Board Stella Ho Company Secretary

Hong Kong, 27 April 2016

– 16 –

NOTICE OF ANNUAL GENERAL MEETING

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 certified copy of that power or authority, must be deposited at the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of a form or proxy will not preclude 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 dated 27 April 2016 despatched to its shareholders.

• (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 Mr. Hu Liming and the independent non-executive directors of the Company are Mr. Kai-Shing Tao, Mr. Li John Zongyang and Ms. Tang Kiu Sam Alice.

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