Paradise Entertainment Limited — Proxy Solicitation & Information Statement 2017

May 31, 2017

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)

PROPOSED SHARE PREMIUM REDUCTION AND NOTICE OF SPECIAL GENERAL MEETING

A notice convening the special general meeting of the Company (the “Special General Meeting”) to be held at Unit C, 19th Floor, Entertainment Building, 30 Queen’s Road Central, Hong Kong on Monday, 26 June 2017 at 11:00 a.m. is set out on pages 8 to 10 of this circular. Whether or not you are able to attend the Special 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 Special 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 Special General Meeting or any adjournment thereof if you so wish.

1 June 2017

• For identification purpose only

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed Share Premium Reduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Notice of Special General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8

This circular (both English and Chinese versions) is now available in printed form and on the websites of the Company at www.hk1180.com and Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk.

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DEFINITIONS

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

“Board”

the board of Directors

“Bye-laws”

the bye-laws of the Company

“Company”

Paradise Entertainment Limited, a company incorporated in Bermuda with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange

“Contributed Surplus Account”

the contributed surplus account of the Company

“Director(s)”

the director(s) of the Company

“Effective Date”

the date of the Special General Meeting, being the date on which the Proposed Share Premium Reduction will be completed and become effective (subject to the fulfilment of the two conditions set forth in the section headed “Conditions of the Proposed Share Premium Reduction” below)

“Group”

The Company together with 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

“Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

• “Proposed Share Premium Reduction”

the proposed reduction of the entire amount standing to the credit of the Share Premium Account as of the Effective Date to nil with the credit arising therefrom to be entirely transferred to the Contributed Surplus Account on the Effective Date

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DEFINITIONS

“Share(s)” ordinary share(s) of HK$0.001 each in the share capital of the Company “Share Premium Account” the share premium account of the Company “Shareholder(s)” holder(s) of the Shares “Special General Meeting” the special general meeting of the Company to be held at Unit C, 19th Floor, Entertainment Building, 30 Queen’s Road Central, Hong Kong on Monday, 26 June 2017 at 11:00 a.m. (or any adjournment thereof), at which the special resolution approving the Proposed Share Premium Reduction will be considered and, if thought fit, passed with or without amendments by the Shareholders “Stock Exchange” The Stock Exchange of Hong Kong Limited

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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) (also alternate Director to Mr. Shan Shiyong, alias, Sin Sai Yung) Mr. Shan Shiyong, alias, Sin Sai Yung Mr. Hu Liming

Head Office and Principal Place of Business: Unit C, 19th Floor Entertainment Building 30 Queen’s Road Central Hong Kong

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

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda 1 June 2017

To the Shareholders

Dear Sir or Madam,

PROPOSED SHARE PREMIUM REDUCTION AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

The Directors wish to seek the approval of the Shareholders at the Special General Meeting for the Proposed Share Premium Reduction.

The purpose of this circular is to provide you with details of the Proposed Share Premium Reduction, and to give you notice of the Special General Meeting.

PROPOSED SHARE PREMIUM REDUCTION

Reference is made to the announcement of the Company dated 15 May 2017.

• For identification purpose only

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LETTER FROM THE BOARD

The Board intends to put forward for approval by the Shareholders at the Special General Meeting a proposal to reduce the entire amount standing to the credit of the Share Premium Account as of the Effective Date to nil with the credit arising therefrom to be entirely transferred to the Contributed Surplus Account.

Reason for the Proposed Share Premium Reduction

Under the Companies Act 1981 of Bermuda, where the Company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount of the premiums on those shares shall be transferred to the Share Premium Account. The Company shall not declare or pay a dividend or make a distribution out of the Share Premium Account.

On the other hand, the Company can declare or pay a dividend or make a distribution out of the Contributed Surplus Account, provided that the two conditions set forth in the section headed “Conditions of the Proposed Share Premium Reduction” below are fulfilled. The amount standing to the credit of the Share Premium Account can be reduced, with the credit arising therefrom to be transferred to the Contributed Surplus Account.

The Board considers that the Proposed Share Premium Reduction will give the Company greater flexibility to declare or pay dividends or to make distributions to the Shareholders in the future as and when the Board considers appropriate. The Board therefore considers that the Proposed Share Premium Reduction is in the best interests of the Company and the Shareholders as a whole.

Effects of the Proposed Share Premium Reduction

The implementation of the Proposed Share Premium Reduction does not involve any reduction in the authorised or issued share capital of the Company, or any reduction in the nominal value of the Shares or the trading arrangements concerning the Shares.

Save for the expenses to be incurred by the Company in relation to the Proposed Share Premium Reduction, the Board considers that the implementation of the Proposed Share Premium Reduction will not have a material adverse effect on the underlying assets, liabilities, business operations, management or financial position of the Company or the interests of the Shareholders as a whole.

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LETTER FROM THE BOARD

Based on the audited consolidated financial statements of the Company for the year ended 31 December 2016, the amounts standing to the credit of the Share Premium Account and the Contributed Surplus Account as at 31 December 2016 were HK$927,197,000 and HK$141,191,000 respectively. The balances of the Share Premium Account and the Contributed Surplus Account have not changed since 31 December 2016 and up to the date of this circular.

Assuming that the balances of the Share Premium Account and the Contributed Surplus Account will not change as from the date of this circular and up to the Effective Date, the balance of the Share Premium Account will become nil and the credit balance of the Contributed Surplus Account will be increased by HK$927,197,000 to HK$1,068,388,000 upon the completion of the Proposed Share Premium Reduction on the Effective Date.

Conditions of the Proposed Share Premium Reduction

The Proposed Share Premium Reduction will be conditional upon:

• (a) the passing of a special resolution by the Shareholders approving the Proposed Share Premium Reduction at the Special General Meeting; and

• (b) compliance with Section 46(2) of the Companies Act 1981 of Bermuda, including (i) publication of a notice in relation to the Proposed Share Premium Reduction in an appointed newspaper in Bermuda on a date not more than 30 days and not less than 15 days before the Effective Date; and (ii) the Board being satisfied that on the Effective Date, there are no reasonable grounds for believing that the Company is, or after the Proposed Share Premium Reduction would be, unable to pay its liabilities as they become due.

Subject to the fulfilment of the two conditions above, the Proposed Share Premium Reduction will be completed and become effective on the Effective Date.

SPECIAL GENERAL MEETING

A notice convening the Special General Meeting to be held at Unit C, 19th Floor, Entertainment Building, 30 Queen’s Road Central, Hong Kong on Monday, 26 June 2017 at 11:00 a.m. is set out on pages 8 to 10 of this circular for the purpose of considering and, if thought fit, passing with or without amendments the resolution as set out therein. The vote of the Shareholders at the Special 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.

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LETTER FROM THE BOARD

For the purpose of determining the Shareholders who are entitled to attend and vote at the Special General Meeting, the register of members of the Company will be closed from Wednesday, 21 June 2017 to Monday, 26 June 2017 (both days inclusive), during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the Special General Meeting, all transfer documents accompanied by the relevant share certificates must be lodged for registration with 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 by 4:30 p.m. on Tuesday, 20 June 2017.

A form of proxy for use by the Shareholders at the Special General Meeting is enclosed. Whether or not the Shareholders are able to attend the Special General Meeting, the Shareholders 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 Special General Meeting. Completion and return of the form of proxy will not preclude the Shareholders from attending and voting in person at the Special General Meeting if you so wish.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholder will be required to abstain from voting at the Special 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.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors are of the opinion that the resolution in relation to the Proposed Share Premium Reduction as set out in the notice of the Special General Meeting are all in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all the Shareholders to vote in favour of such resolution.

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

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NOTICE OF SPECIAL 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 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 Monday, 26 June 2017 at 11:00 a.m. for the following purposes:

SPECIAL RESOLUTION

“ THAT conditional upon compliance by the Company with all statutory requirements under section 46(2) of the Companies Act 1981 of Bermuda, and with effect from the date of passing of this resolution:

• (a) the entire amount standing to the credit of the share premium account of the Company as of the date of passing of this resolution be reduced to nil (the “Reduction”);

• (b) the credit amount arising from the Reduction be entirely transferred to the contributed surplus account of the Company (the “Contributed Surplus Account”);

• (c) the directors of the Company be and are hereby authorised to utilise and apply any credit balance of the Contributed Surplus Account in accordance with the bye-laws of the Company and all applicable laws for any legal purpose (including but not limited to setting off against the accumulated losses of the Company and making distributions out of the Contributed Surplus Account to the shareholders of the Company) as and when the directors of the Company may consider appropriate; and

• (d) the directors of the Company be and are hereby authorised generally to do all such acts and things which they may in their absolute discretion consider appropriate, necessary or desirable to implement and/or give full effect to the matters above.”

By Order of the Board

Paradise Entertainment Limited

Chan Kin Man Company Secretary

Hong Kong, 1 June 2017

• For identification purpose only

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NOTICE OF SPECIAL 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) For the purpose of determining the shareholders who are entitled to attend and vote at the meeting, the register of members of the Company will be closed from Wednesday, 21 June 2017 to Monday, 26 June 2017 (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for attending and voting at the meeting, all transfer documents accompanied by the relevant share certificates must be lodged for registration with 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 by 4:30 p.m. on Tuesday, 20 June 2017.

• (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.

• (3) 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.

• (4) 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.

• (5) A form of proxy for use at the meeting is enclosed with the circular of the Company dated 1 June 2017 (the “Circular”) dispatched to its shareholders.

• (6) As set out in the Letter from the Board included in the Circular the resolution set out in this notice shall be voted on by poll and the board of directors of the Company recommends the shareholders to vote in favour of the resolution to be proposed at the meeting. Please refer to the Circular for details of the matters for which the resolution is concerned.

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NOTICE OF SPECIAL GENERAL MEETING

• (7) If a Typhoon Signal No. 8 or above is hoisted or a Black Rainstorm Warning Signal is in force at or at any time after 8:30 a.m. on the date of the meeting, the meeting will be postponed or adjourned. The Company will post an announcement on the websites of the Company at www.hk1180.com and Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk to notify the shareholders of the date, time and place of the rescheduled meeting.

The meeting will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the meeting under bad weather condition bearing in mind their own situations.

As at the date of this notice, the executive directors of the Company are Mr. Jay Chun (Chairman and Managing Director, also alternate director to Mr. Shan Shiyong, alias, Sin Sai Yung), Mr. Shan Shiyong, alias, Sin Sai Yung and Mr. Hu Liming and the independent non-executive directors of the Company are Mr. Li John Zongyang, Mr. Kai-Shing Tao and Ms. Tang Kiu Sam Alice.

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