Paradise Entertainment Limited — Proxy Solicitation & Information Statement 2025

Apr 29, 2025

Paradise

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 relates¹

Form of Proxy for Use by Shareholders at the Annual General Meeting (the “Meeting”)

I/We²

of ___________ (address)

being holder(s) of the shares of Paradise Entertainment Limited (the “Company”), HEREBY APPOINT³ the chairman of the Meeting, or

of ___________ (address)

as my/our proxy to act for me/us at the Meeting (or at any adjournment thereof) of the Company to be held at 23/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong on Tuesday, 27 May 2025 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.

Ordinary Resolutions		For⁴	Against⁴
1	To receive and adopt the audited consolidated financial statements, the directors’ report and the independent auditor’s report of the Company for the year ended 31 December 2024.
2	(a) To re-elect Dr. Jay Chun as an executive director of the Company.
	(b) To re-elect Ms. Tang Kiu Sam Alice as an independent non-executive director of the Company.
3	To authorise the board of directors of the Company (the “Director”) to fix the Directors’ remuneration.
4	To re-appoint Deloitte Touche Tohmatsu as independent auditor of the Company and to authorise the board of Directors to fix their remuneration.
5	To approve the recommended final dividend of HK11.0 cents per ordinary share(s) of HK$0.001 each in the share capital of the Company.
6	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.
7	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.
8	Conditional upon the passing of resolutions nos. 6 and 7 set out in the notice convening the Meeting (the “Notice”), to extend the general mandate granted by resolution no. 6 by adding thereto the shares repurchased pursuant to the general mandate granted by resolution no. 7 providing such number of shares shall not exceed 10% of the number of issued shares (excluding Treasury Shares, if any) of the Company.
9	(a) Subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) granting the approval for the listing of, and the permission to deal in, the ordinary shares of the Company (the “Share(s)”) which may be issued in respect of the share options to be granted under the 2025 Share Option Scheme (as defined in the circular of the Company dated 30 April 2025 (the “Circular”)), to approve the adoption of the 2025 Share Option Scheme, and to authorise the Directors to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the 2025 Share Option Scheme.
	(b) To approve (i) the Scheme Mandate Limit (as defined in the Circular) under the 2025 Share Option Scheme, being not exceeding 10% of the total number of Shares in issue (excluding Treasury Shares, if any) as at the date of passing this resolution, and (ii) the Service Provider Sublimit (as defined in the Circular) under the 2025 Share Option Scheme, being 1% of the Shares in issue as at the date of passing of this resolution.
	(c) To approve the termination of the 2017 Share Option Scheme (as defined in the Circular).

• For identification purposes only

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Ordinary Resolutions		For^{4}	Against^{4}
10	(a) Subject to and conditional upon the Listing Committee of the Stock Exchange granting the approval for the listing of, and the permission to deal in, the Shares to be issued in respect of the awarded shares to be granted under the 2025 Share Award Scheme (as defined in the Circular), to approve the adoption of the 2025 Share Award Scheme, and to authorise the Directors to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the 2025 Share Award Scheme.
	(b) To approve (i) the Scheme Mandate Limit (as defined in the Circular) under the 2025 Share Award Scheme, being not exceeding 10% of the total number of Shares in issue (excluding Treasury Shares, if any) as at the date of passing this resolution, and (ii) the Service Provider Sublimit (as defined in the Circular) under the 2025 Share Award Scheme, being 1% of the Shares in issue as at the date of passing of this resolution.
	(c) To approve the termination of the 2019 Share Award Scheme (as defined in the Circular).

Dated this __ day of __ 2025

Signature(s)⁵: _________

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 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 Investor Services 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 Investor Services Limited at the above address for the attention of Privacy Compliance Officer.