Paradise Entertainment Limited — Proxy Solicitation & Information Statement 2025

Apr 29, 2025

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 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of the shareholders of Paradise Entertainment Limited (the "Company") will be held at 23/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong on 27 May 2025 at 4:00 p.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To receive and adopt the audited consolidated financial statements, the directors' report and the independent auditor's report 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 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 of the Company to fix their remuneration.
5. To approve the recommended final dividend of HK11.0 cents per ordinary share of HK$0.001 each in the share capital of the Company (the "Share(s)").
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 (c) of this resolution below, the exercise by the Directors 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 or securities convertible into or exchange for Shares, or options or warrants, for similar rights to subscribe for any Shares and/or to sell or transfer treasury shares, which shall have the meaning as ascribed to it under the Listing Rules (the "Treasury Shares") (if any) and to make or grant offers, agreements,

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options (including warrants, bonds, notes and debentures convertible into Shares) 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 above shall authorise the Directors during the Relevant Period to make, issue or grant offers, agreements, options (including warrants, bonds, notes and debentures convertible into Shares) and rights of exchange or conversion which would or might require the exercise of such power after the end of the Relevant Period;

(c) the total number of Shares 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) and Treasury Shares, if any, sold or transferred or agreed conditionally or unconditionally to be sold or transferred by the Directors 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 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; or (iii) an issue of Shares as scrip dividend pursuant to the bye-laws of the Company in force from time to time (the “Bye-Laws”); or (iv) an issue of Shares 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, shall not exceed 20 per cent of the number of issued Shares (excluding Treasury Shares, if any) as at the date of passing 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 earliest 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 this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

“Rights Issue” means an offer of Shares open for a period fixed by the Directors 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 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).

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1. 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 during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase Shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong 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;

(b) the total number of Shares to be repurchased by the Company pursuant to the approval in paragraph (a) above shall not exceed 10 per cent of the number of issued Shares (excluding Treasury Shares, if any) as at the date of the passing 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 earliest 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.

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 resolutions nos. 6 and 7 in this notice, the general mandate granted to the Directors 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 and/or to sell or transfer Treasury Shares which might require the exercise of such powers be and is hereby extended by addition thereto of an amount representing the number of Shares which has been repurchased by the Company since the granting of such general mandate pursuant to the exercise by the Directors of the powers of the Company to

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repurchase such amount of Shares, provided that such amount shall not exceed 10 per cent of the number of issued Shares (excluding Treasury Shares, if any) as at the date of the passing of this resolution."

1. "THAT:

(i) subject to and conditional upon the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, such number of Shares which may fall to be allotted and issued, and Treasury Shares transferred or to be transferred, pursuant to the exercise of share options which may be granted under the new share option scheme of the Company (the "2025 Share Option Scheme"), the rules of which are contained in the document marked "A" produced to the meeting and signed by the chairman of the meeting for the purposes of identification, the 2025 Share Option Scheme be and is hereby approved and adopted and the Directors be and are hereby authorised 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, including without limitation to:

(a) to administer and grant share options to eligible participants in accordance with the terms of the 2025 Share Option Scheme and the requirement of the Listing Rules;

(b) to modify and/or amend the 2025 Share Option Scheme from time to time provided that such modification and/or amendment is effected in accordance with the provisions of the 2025 Share Option Scheme relating to modification and/or amendment and the requirements of the Listing Rules;

(c) to allot, issue and deal with and to procure the transfer of and deal with from time to time such number of Shares (including Treasury Shares, as the case may be) as may be required to be allotted, issued and dealt with and be procured to be transferred of and dealt with pursuant to the exercise of the share options under the 2025 Share Option Scheme and subject to the Listing Rules;

(d) to make application at the appropriate time or times to the Stock Exchange and any other stock exchanges upon which the issued shares of the Company may for the time being be listed, for the listing of, and permission to deal in, any Shares which may hereafter from time to time be allotted and issued pursuant to the exercise of the share options granted under the 2025 Share Option Scheme; and

(e) to consent, if they so deem fit and expedient, to such conditions, modifications and/or variations as may be required or imposed by the relevant authorities in relation to the 2025 Share Option Scheme;

(ii) the total number of Shares which may be issued and Treasury Shares may be transferred in respect of all share options and share awards to be granted under the 2025 Share Option Scheme and any other share schemes of the Company (i.e., the Scheme Mandate Limit) must not in aggregate exceed 10% (or such other percentage which may be specified by the Stock

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Exchange from time to time) of the total number of Shares in issue (excluding any Treasury Shares) as at the date of passing this resolution or the relevant date of approval of the refreshment of the Scheme Mandate Limit, whichever is the latest;

(iii) within the Scheme Mandate Limit, the total number of Shares which may be issued and Treasury Shares may be transferred in respect of all share options and share awards to be granted to Service Providers under the 2025 Share Option Scheme and all other share schemes of the Company (i.e., the Service Provider Sublimit) must not in aggregate exceed 1% (or such other percentage which may be specified by the Stock Exchange from time to time) of the total number of Shares in issue (excluding any Treasury Shares) as at the date of passing this resolution or the relevant date of approval of the refreshment of the Service Provider Sublimit, whichever is latest; and

(iv) subject to paragraph 9(i) hereinabove, the existing share option scheme of the Company as adopted on 25 May 2017 be and is hereby terminated (save with respect to any outstanding, issued and unexercised options thereof) with effect from the adoption of the 2025 Share Option Scheme."

1. “THAT:

(i) subject to and conditional upon the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, such number of Shares which may fall to be allotted and issued, and Treasury Shares transferred or to be transferred, pursuant to the vesting of the award shares which may be granted under the new share award scheme of the Company (the “2025 Share Award Scheme”), the rules of which are contained in the document marked “B” produced to the meeting and signed by the chairman of the meeting for the purposes of identification, the 2025 Share Award Scheme be and is hereby approved and adopted and the Directors be and are hereby authorised 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, including without limitation to:

(a) to administer and grant award shares to eligible participants in accordance with the terms of the 2025 Share Award Scheme and the requirement of the Listing Rules;

(b) to modify and/or amend the 2025 Share Award Scheme from time to time provided that such modification and/or amendment is effected in accordance with the provisions of the 2025 Share Award Scheme relating to modification and/or amendment and the requirements of the Listing Rules;

(c) to allot, issue and deal with and to procure the transfer of and deal with from time to time such number of Shares (including Treasury Shares, as the case may be) as may be required to be allotted, issued and dealt with and be procured to be transferred of and dealt with pursuant to the vesting of the award shares under the 2025 Share Award Scheme and subject to the Listing Rules;

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(d) to make application at the appropriate time or times to the Stock Exchange and any other stock exchanges upon which the issued shares of the Company may for the time being be listed, for the listing of, and permission to deal in, any shares in the Company which may hereafter from time to time be allotted and issued pursuant to the vesting of the award shares granted under the 2025 Share Award Scheme; and

(e) to consent, if it so deems fit and expedient, to such conditions, modifications and/or variations as may be required or imposed by the relevant authorities in relation to the 2025 Share Award Scheme;

(ii) the total number of Shares which may be issued and Treasury Shares may be transferred in respect of all share options and share awards to be granted under the 2025 Share Award Scheme and any other share schemes of the Company (i.e., the Scheme Mandate Limit) must not in aggregate exceed 10% (or such other percentage which may be specified by the Stock Exchange from time to time) of the total number of Shares in issue (excluding any Treasury Shares) as at the date of passing this resolution or the relevant date of approval of the refreshment of the Scheme Mandate Limit, whichever is the latest;

(iii) within the Scheme Mandate Limit, the total number of Shares which may be issued and Treasury Shares may be transferred in respect of all share options and share awards to be granted to Service Providers under the 2025 Share Award Scheme and all other share schemes of the Company (i.e., the Service Provider Sublimit) must not in aggregate exceed 1% (or such other percentage which may be specified by the Stock Exchange from time to time) of the total number of Shares in issue (excluding any Treasury Shares) as at the date of passing this resolution or the relevant date of approval of the refreshment of the Service Provider Sublimit, whichever is latest; and

(iv) subject to paragraph 10(i) hereinabove, the share award scheme of the Company adopted on 11 November 2019 be and is hereby terminated (save with respect to any outstanding and subsisting share awards thereof) with effect from the adoption of the 2025 Share Award Scheme."

By Order of the Board
Paradise Entertainment Limited
Chan Kin Man
Company Secretary

Hong Kong, 30 April 2025

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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) For the purpose of determining the shareholders of the Company who are entitled to attend and vote at the annual general meeting of the Company (the “Meeting”), the register of members of the Company will be closed from 21 to 27 May 2025 (both days inclusive). In order to qualify for attending and voting at the Meeting, all transfer documents must be lodged for registration with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, of 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, by 4:30 p.m. on 20 May 2025.

(2) For determining the entitlement of shareholders of the Company to the proposed final dividend, subject to the passing of resolution no. 5 in this notice, the register of members of the Company will be closed from 2 June 2025 to 4 June 2025 (both dates inclusive), during which no transfer of shares will be registered. In order to determine the identity of the shareholders of the Company who are entitled to the proposed final dividend, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, of 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, by 4:30 p.m. on 30 May 2025.

(3) A shareholder of the Company entitled to attend and vote at the Meeting may appoint one or more than one proxy to attend and to vote instead of him/her. A proxy need not be a shareholder of the Company.

(4) In the case of joint holders of any shares of the Company (the “Shares”), any one of such persons may vote at the said Meeting, either personally or by proxy, in respect of such Share as if he were 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 of the Company in respect of such Share shall alone be entitled to vote in respect thereof.

(5) 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 Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, of 17/F, Far East Finance Centre, 16 Harcourt Road, 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 the shareholders of the Company from attending and voting in person should they so desire.

(6) A form of proxy for use at the meeting is enclosed with the circular of the Company dated 30 April 2025 (the “Circular”) despatched to its shareholders.

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(7) As set out in the Letter from the board of directors (the “Directors”) of the Company included in the Circular, each of the resolutions set out in this notice shall be voted by poll and the board of Directors recommends the shareholders of the Company to vote in favour of the resolutions to be proposed at the Meeting. Please refer to the Circular for details of the matters for which the resolutions are concerned.

(8) 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 the Stock Exchange at www.hkexnews.hk to notify the shareholders of the Company 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 of the Company should decide on their own whether they would attend the Meeting under bad weather conditions bearing in mind their own situations.

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

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