Paradise Entertainment Limited — Proxy Solicitation & Information Statement 2024

Nov 11, 2024

PARADISE ENTERTAINMENT LIMITED 滙 彩 控 股 有 限 公 司*

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

Number of shares to which this proxy form relates[1]

Form of Proxy for use by shareholders at the Special General Meeting

I/We[2]

of (address)

being holder(s) of the shares of Paradise Entertainment Limited (the ‘‘Company’’), HEREBY APPOINT[3] the chairman of the Special General Meeting, or

of (address)

as my/our proxy to act for me/us at the special general meeting (or at any adjournment thereof) of the Company (the ‘‘Meeting’’) to be held at Unit C, 19th Floor, Entertainment Building, 30 Queen’s Road Central, Hong Kong on Tuesday, 3 December 2024 at 4:00 p.m. for the purpose of considering and, if thought fit, passing with or without amendments the resolutions set out in the notice convening the Meeting and at the Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, and, if no indication is given, as my/our proxy thinks fit.

Special Resolution For[4] Against[4] 1 To approve the proposed amendments to the existing bye-laws of the Company (the ‘‘Proposed Amendments’’), the details of which are set out in Appendix I to the circular of the Company dated 12 November 2024 (the ‘‘Circular’’), and the proposed adoption of the amended and restated bye-laws of the Company which incorporates all the Proposed Amendments (the ‘‘New Bye-Laws’’) as the bye-laws of the Company in substitution for and to the exclusion of the existing bye-laws of the Company, with immediate effect after the close of the Meeting, and to authorise any one director (each a ‘‘Director’’) or company secretary or the registered office provider of the Company to do all things necessary, including without limitation arranging for the requisite filings, to effect and record the Proposed Amendments and the Company’s proposed adoption of the New Bye-Laws. Ordinary Resolutions 2 To the extent not already exercised, to revoke the general mandate given on 23 May 2024 to the Directors to issue shares of the Company, and to grant a general mandate to the Directors to allot, issue and deal with shares of the Company and/or to sell or transfer treasury shares of the Company (the ‘‘Treasury Shares’’) (if any) not exceeding 20% of the number of issued shares (excluding Treasury Shares, if any) of the Company. 3 To the extent not already exercised, to revoke the general mandate given on 23 May 2024 to the Directors to repurchase shares of the Company and to grant a general mandate to the Directors to repurchase the Company’s shares not exceeding 10% of the number of issued shares (excluding Treasury Shares, if any) of the Company. 4 To the extent not already exercised, to revoke the general mandate given on 23 May 2024 to the Directors to extend the general mandate to the Directors to issue shares by the total number of shares repurchased, and conditional upon the passing of resolutions nos. 2 and 3 set out in the notice convening the Meeting (the ‘‘Notice’’), to extend the general mandate granted by resolution no. 2 by adding thereto the shares re-purchased pursuant to the general mandate granted by resolution no. 3 providing such number of shares shall not exceed 10% of the number of issued shares (excluding Treasury Shares, if any) of the Company.

Signature(s)[5] :

Dated this

day of

2024

• For identification purposes only

Notes:

1. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

2. Full name(s) and address to be inserted in BLOCK CAPITALS. The name of all joint registered holders should be stated.

3. If you wish to appoint a proxy other than the chairman of the Meeting, please strike out ‘‘the chairman of the Special General Meeting, or’’ and insert the full name and address of the person you wish to appoint in the space provided in BLOCK CAPITALS. IF NOT COMPLETED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. Please note that according to the bye-laws of the Company, a shareholder of the Company who is the holder of two or more shares may appoint more than one proxy to represent him/it and vote at the Meeting.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK IN THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED ‘‘AGAINST’’. If no direction is given, the proxy will vote or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the Notice.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be executed either under seal or under the hand of an officer, attorney or other person authorised to sign the same.

6. Any shareholder of the Company entitled to attend, speak and vote at the Meeting shall be entitled to appoint another person as his/her/its proxy to attend, speak and vote instead of him/her/it. A proxy need not be a shareholder of the Company but must attend the Meeting in person to represent you. On a poll, votes may be given either personally or by proxy. A shareholder of the Company who is the holder of two or more shares may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its behalf at the Meeting. In order to be valid, this 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 Hong Kong branch share registrar of the Company, Tricor Secretaries Limited, of 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

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

8. Delivery of this form of proxy shall not preclude you from attending and voting at the Meeting or any adjournment thereof and, in such event, the submitted form of proxy shall be deemed to be revoked.

9. Any alterations made to this form of proxy must be initialled by the person who signs it.

10. The full text of the Resolutions is set out in the Notice incorporated in the Circular.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting (the ‘‘Purposes’’). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third-party service provider who provides administrative, computer and other services to us and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing to the Company or Tricor Secretaries Limited at the above address for the attention of Privacy Compliance Officer.