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 RE-ELECTION OF RETIRING DIRECTORS; GRANT OF GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES; APPROVAL OF FINAL DIVIDEND; ADOPTION OF THE 2025 SHARE OPTION SCHEME AND TERMINATION OF THE 2017 SHARE OPTION SCHEME; AND ADOPTION OF THE 2025 SHARE AWARD SCHEME AND TERMINATION OF THE 2019 SHARE AWARD SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company (the "Annual General Meeting") to be held at 23/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong on 27 May 2025 at 4:00 p.m. is set out on pages 77 to 84 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 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 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.

for identification purposes only

30 April 2025

CONTENTS

Page

Definitions 1

Letter from the Board

Introduction 11
Re-election of retiring Directors 11
General mandates to repurchase and issue Shares 13
Final Dividend 14
Closure of register 14
Adoption of the 2025 Share Schemes and termination of the Existing Share Schemes 14
Annual General Meeting 29
Responsibility statement 29
Recommendation 30
General 30

Appendix I — Biographical details of the retiring Directors proposed for re-election 31
Appendix II — Explanatory statement 34
Appendix III — Summary of the principal terms of the 2025 Share Option Scheme 38
Appendix IV — Summary of the principal terms of the 2025 Share Award Scheme 58
Notice of Annual General Meeting 77

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 the Stock Exchange at "www.hkexnews.hk".

DEFINITIONS

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

“2017 Share Option Scheme” the share option scheme conditionally approved and adopted by the Shareholders on 25 May 2017, which is valid and effective for a period of 10 years commencing on 25 May 2017 and ending on 24 May 2027

“2019 Share Award Scheme” the share award scheme approved and adopted by the Board on 11 November 2019, which is valid and effective for a period of 10 years commencing on 11 November 2019 and ending on 10 November 2029

“2025 Share Award Scheme” the share award scheme proposed to be adopted by the Company, and a summary of the principal terms is set out in Appendix IV to this circular

“2025 Share Option Scheme” the share option scheme proposed to be adopted by the Company, and a summary of the principal terms is set out in Appendix III to this circular

“2025 Share Schemes” collectively, the 2025 Share Award Scheme and the 2025 Share Option Scheme

“Actual Selling Price” the actual price at which the Award Shares and any securities are sold (net of brokerage, Stock Exchange trading fee, Securities and Futures Commission transaction levy, Accounting and Financial Reporting Council transaction levy and any other applicable costs) on the vesting of a Share Award pursuant to the 2025 Share Award Scheme or in the case of a vesting when there is an event of change in control or privatisation of the Company, the consideration receivable under the related scheme or offer

“Adoption Date” the date on which the 2025 Share Schemes are conditionally adopted by resolutions of the Shareholders at the Annual General Meeting

“Allotment Date” the date on which Shares are allotted and issued (or treasury shares are transferred, as the case may be) to a Grantee pursuant to exercise of the Share Options under the 2025 Share Option Scheme

– 1 –

DEFINITIONS

"Annual General Meeting" the annual general meeting of the Company to be held at 23/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong on 27 May 2025 at 4:00 p.m., notice of which is set out on pages 77 to 84 of this circular, or any adjournment thereof

"Applicable Laws" any applicable laws and regulations of Hong Kong or other relevant jurisdictions (including but not limited to the Listing Rules)

"associate(s)" has the same meaning ascribed to it under the Listing Rules

"Audit Committee" the audit committee of the Board

"Auditor" the independent auditor of the Company for the time being

"Award Share(s)" the Shares granted under the Share Award

"Bankruptcy" in respect of any Grantee, any of the following events:

(i) any liquidator, provisional liquidator, receiver or any person carrying out any similar function has been appointed anywhere in the world in respect of the whole or any part of the assets or undertakings of the Grantee (being a corporation);

(ii) the Grantee (being a corporation) has ceased or suspended payment of its debts (within a meaning of section 178 of the C(WUMP)O), become unable to pay its debts or otherwise become insolvent;

(iii) there is unsatisfied judgment, order or award outstanding against the Grantee or the Board has reason to believe that the Grantee is unable to pay or to have no reasonable prospect of being able to pay his debts;

(iv) there are circumstances which entitle any person to take any action, appoint any person, commence proceedings or obtain any order of the type mentioned in sub-paragraphs (i), (ii) and (iii) above; or

(v) a bankruptcy order has been made against the Grantee or any director or shareholder of the Grantee (being a corporation) in any jurisdiction

DEFINITIONS

"Board"
the board of Directors, and, in respect of the 2025 Share Schemes, its duly authorised committee

"Business Day(s)"
any day on which the Stock Exchange is open for the business of dealing in securities

"Bye-Laws"
The bye-laws of the Company, as amended from time to time, and “Bye-Law” shall mean a bye-law of the Bye-Laws

"chief executive(s)"
has the same meaning ascribed to it under the Listing Rules

"close associate(s)"
has the same meaning ascribed to it under the Listing Rules

"Companies Act"
the Companies Act 1981 of Bermuda as amended, supplemented or otherwise modified from time to time

"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

"connected person(s)"
has the same meaning ascribed to it under the Listing Rules

"controlling shareholder(s)"
has the same meaning ascribed to it under the Listing Rules

"core connected person(s)"
has the same meaning ascribed to it under the Listing Rules

"Culpable Termination"
the termination of the Grantee’s employment or early termination of the Grantee’s contractual engagement with the Group on the grounds that he has been guilty of serious misconduct, including but not limited to (i) material negligence or derelict in his/her duties; (ii) any act in breach of relevant local laws or regulations or the Bye-Laws; (iii) conviction of criminal offence involving his/her integrity or honesty; (iv) during his/her employment, he has accepted or asked for bribes, committed graft and embezzlement, or has disclosed operational or technical secrets of the Group, or has engaged in connected transactions which damage the interests and reputation of the Group, or has acted otherwise that would have material adverse effects on the image of the Group and result in loss to the Group (as sufficiently proved by a Group member); or (v) any violation of the Group’s internal rules and regulations

DEFINITIONS

"C(WUMP)O"
the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time

"Director(s)"
the director(s) of the Company

"Disability" or "Disabled"
shall have the meaning as defined under the long-term disability policy (if any) of the relevant company to which the Grantee provides services regardless of whether the Grantee is covered by such policy. In the event the relevant company to which the Grantee provides services does not have a long-term disability policy in place, "Disability" or "Disabled" shall mean that a Grantee is unable to carry out the responsibilities and functions of the position held by the Grantee by reason of any medically determined physical or mental impairment for a period of not less than ninety (90) consecutive days. A Grantee will not be considered to have incurred a Disability unless he or she furnishes proof of such impairment sufficient to satisfy the Board in its discretion

"Eligible Participant(s)"
any Employee Participant, Related Entity Participant and Service Provider, provided that the Board shall have absolute discretion to determine whether or not one falls within the above category

"Employee Participant(s)"
a director (including executive, non-executive and independent non-executive director) or an employee (whether full time or part time) of any member of the Group

"Exercise Period"
in respect of any particular Share Option, the period within which a Grantee may exercise the Share Option pursuant to the terms and conditions of the 2025 Share Option Scheme to be notified by the Board to each Grantee which the Board may in its absolute discretion determine, save that such period shall not be more than ten (10) years from the Grant Date

"Exercise Price"
the price per Share at which a Grantee may subscribe for Shares upon the exercise of the Share Options pursuant to the terms and conditions of the 2025 Share Option Scheme

"Existing Share Schemes"
collectively, the 2017 Share Option Scheme and the 2019 Share Award Scheme

DEFINITIONS

"Final Dividend" the proposed final dividend of HK11.0 cents per Share for the year ended 31 December 2024 payable to the Shareholders whose names appear on the Register on the Record Date

"Grant Date" the date (which shall be a Business Day) on which the grant of an Offer is made to an Eligible Participant

"Grantee(s)" any Selected Participant who accepts an Offer pursuant to the terms and conditions of the 2025 Share Schemes or (where the context permits) the Personal Representative of that Selected Participant (being an individual)

"Group" the Company and its subsidiaries

"HK$" and "HK cents" Hong Kong dollars and cents, respectively, the lawful currency of Hong Kong

"Hong Kong" the Hong Kong Special Administrative Region of the PRC

"Issue Mandate" the general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and deal with Shares and/or to sell or transfer treasury shares (if any) of not exceeding 20% of the number of issued Shares (excluding treasury shares, if any) as at the date of passing the relevant resolution granting such mandate

"Latest Practicable Date" 22 April 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange

"Macao" or "Macau" the Macau Special Administrative Region of the PRC

"Nomination Committee" the nomination committee of the Board

"Offer" an offer of the grant of the Share Option and/or Share Award by the Company to a Selected Participant pursuant to the terms and conditions of the 2025 Share Schemes

"Offer Letter" a letter, in such form as the Board may from time to time determine, granting an Offer to a Selected Participant pursuant to the terms and conditions of the 2025 Share Schemes

– 5 –

DEFINITIONS

"Other Schemes"	(i) in respect of the 2025 Share Option Scheme, schemes adopted by the Company involving the grant of share options or award shares by the Company, other than the 2025 Share Option Scheme; and (ii) in respect of the 2025 Share Award Scheme, schemes adopted by the Company involving the grant of share options or award shares by the Company, other than the 2025 Share Award Scheme
"Personal Representative(s)"	the person or persons who, in accordance with the laws of succession applicable in respect of the death of a Grantee (being an individual), is or are entitled to exercise any Share Option and/or entitled to any Award Share granted to such Grantee (to the extent not already exercised)
"PRC"	the People's Republic of China
"Record Date"	Wednesday, 4 June 2025, being the record date for determining entitlements of the Shareholders to the Final Dividend
"Refreshed Scheme Mandate Limit"	shall have the meaning as defined under paragraph 7(d) of Appendix III and paragraph 7(d) of Appendix IV, as the context so requires
"Refreshed Service Provider Sublimit"	shall have the meaning as defined under paragraph 7(d) of Appendix III and paragraph 7(d) of Appendix IV, as the context so requires
"Register"	the register of members of the Company
"Related Entity Participant(s)"	the director(s) and employee(s) (whether full-time or part-time) of the holding companies, fellow subsidiaries or associated companies of the Company
"Remuneration Committee"	the remuneration committee of the Board
"Repurchase Mandate"	the general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10% of the number of issued Shares (excluding treasury shares, if any) as at the date of passing the relevant resolution granting such mandate

DEFINITIONS

"Returned Shares"
such Award Shares which are not vested and/or are forfeited in accordance with the terms of the 2025 Share Award Scheme, or such Shares being deemed to be Returned Shares under the terms of the rules of the 2025 Share Award Scheme

"Scheme Mandate Limit"
the total number of new Shares which may be allotted and issued, together with treasury shares which may be transferred, in respect of all share options and share awards to be granted under the 2025 Share Schemes and other share scheme(s) of the Company, which shall not in aggregate exceed 10% of the total number of Shares in issue (excluding any treasury shares) as at the Adoption Date or the date of approval of the Refreshed Scheme Mandate Limit, whichever is the latest

"Selected Participant(s)"
Eligible Participant(s) selected by the Board pursuant to the rules of the 2025 Share Award Scheme for participation in the 2025 Share Award Scheme or pursuant to the rules of the 2025 Share Option Scheme for participation in the 2025 Share Option Scheme (or in the case of a Selected Participant, his/her legal personal representative or lawful successor as the case may be)

"Service Provider(s)"
person(s) (including corporate entities) who provide services to any member of the Group on a continuing or recurring basis in its ordinary and usual course of business which are in the interests of the long term growth of the Group, as further identified in the letter from the Board where the continuity and frequency of their services are akin to those of employees of the Group, and provided that any placing agent or financial adviser providing advisory services for fundraising, mergers or acquisitions, and other professional services provider such as auditors or valuers who provide assurance or are required to perform their services with impartiality and objectivity are excluded from such category

DEFINITIONS

"Service Provider Sublimit"

within the Scheme Mandate Limit, the maximum number of new Shares which may be allotted and issued together with treasury shares which may be transferred in respect of all Share Options and Share Awards that may be granted under the 2025 Share Option Scheme and 2025 Share Award Scheme, respectively, and all share options and share awards which may be granted under any other share schemes for the time being of the Company to the Service Providers, which shall not in aggregate exceed 1% of the total number of Shares in issue (excluding any treasury shares) as at the Adoption Date or the date of approval of the Refreshed Service Provider Sublimit, whichever is the latest

"SFO"

the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

"Share Award(s)"

an award granted by the Board to the Eligible Participants which may be settled in the form of transfer of the Award Shares or payment of the Actual Selling Price in cash as the Board may determine in accordance with the 2025 Share Award Scheme

"Share Option(s)"

a right to subscribe for Shares granted by the Board or to acquire treasury shares from the Company pursuant to the terms and conditions of the 2025 Share Option Scheme

"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

"Subsidiary(ies)"

has the same meaning ascribed to it under the Listing Rules

"substantial shareholder(s)"

has the same meaning ascribed to it under the Listing Rules

"Takeovers Code"

the Hong Kong Code on Takeovers and Mergers

"treasury share(s)"

has the same meaning ascribed to it under the Listing Rules

"Trust Deed(s)"

the trust deed(s) entered or to be entered into between the Company and the Trustee(s) (as may be restated, supplemented and amended from time to time)

DEFINITIONS

"Trust(s)"
the trust(s) constituted by the Trust Deed(s) to implement the 2025 Share Award Scheme

"Trustee(s)"
the trustee(s) appointed or to be appointed by the Company from time to time for the purpose of the Trust(s), which should be independent and not be connected with the Company or the Company's connected persons

"Vesting Date"
the dates, as determined from time to time by the Board, on which the Share Award is to vest in the relevant Grantee as set out in the relevant Offer Letter

"%"
per cent

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:

Dr. Jay Chun, Chairman and Managing Director

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

Mr. Shan Shiyong, alias, Sin Sai Yung

Independent Non-executive Directors:

Mr. Li John Zongyang

Ms. Tang Kiu Sam Alice

Dr. Liu Ka Ying Rebecca

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

30 April 2025

To the Shareholders

Dear Sir or Madam,

PROPOSALS INVOLVING

RE-ELECTION OF RETIRING DIRECTORS;

GRANT OF GENERAL MANDATES TO

REPURCHASE AND ISSUE SHARES;

APPROVAL OF FINAL DIVIDEND;

ADOPTION OF THE 2025 SHARE OPTION SCHEME AND

TERMINATION OF THE 2017 SHARE OPTION SCHEME

AND

ADOPTION OF THE 2025 SHARE AWARD SCHEME AND

TERMINATION OF THE 2019 SHARE AWARD SCHEME

AND

NOTICE OF ANNUAL GENERAL MEETING

For identification purposes only

LETTER FROM THE BOARD

INTRODUCTION

The Directors wish to seek the approval of the Shareholders at the Annual General Meeting for, among other things, (i) the re-election of retiring Directors, (ii) the grant of the Repurchase Mandate and the Issue Mandate, (iii) the distribution of the Final Dividend, (iv) the adoption of the 2025 Share Option Scheme and the termination of the 2017 Share Option Scheme, and (v) the adoption of the 2025 Share Award Scheme and the termination of the 2019 Share Award Scheme.

The purpose of this circular is to provide you information regarding the resolutions to be proposed at the Annual General Meeting relating to the above matters and the notice of the Annual General Meeting.

RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Bye-Law 87(1) of the Bye-Laws, Dr. Jay Chun, an executive Director, and Ms. Tang Kiu Sam Alice, an independent non-executive Director, will retire by rotation at the Annual General Meeting, and they, being eligible, will offer themselves for re-election at the Annual General Meeting. Biographical details of Dr. Jay Chun and Ms. Tang Kiu Sam Alice, who are proposed to be elected, are set out in Appendix I to this circular.

The re-election of retiring Directors has been reviewed by the Nomination Committee. All independent non-executive Directors (including Ms. Tang Kiu Sam Alice) have provided their annual confirmations of independence with reference to the independence guidelines set out in Rule 3.13 of the Listing Rules (the "Independence Guidelines") to the Board. All independent non-executive Directors have satisfied the Independence Guidelines. The Nomination Committee, comprising a majority of independent non-executive Directors, has reviewed and assessed the independence of all independent non-executive Directors (including Ms. Tang Kiu Sam Alice) based on the respective annual confirmation of independence provided by them. The Nomination Committee believes that all independent non-executive Directors (including Ms. Tang Kiu Sam Alice) are independent. Ms. Tang Kiu Sam Alice, who is a member of the Nomination Committee, had abstained from voting at the meeting of the Nomination Committee in which her own independence was being considered.

Pursuant to Code Provision B.2.3 of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules, further appointment of any independent non-executive Director serving the Board for more than nine years should be subject to a separate resolution to be approved by the Shareholders and the papers to Shareholders accompanying that resolution should state why the Board (or the Nomination Committee) believes that the Director is still independent and should be re-elected, including the factors considered, the process and the discussion of the Board (or the Nomination Committee) in arriving at such determination.

LETTER FROM THE BOARD

Although Ms. Tang Kiu Sam Alice has served on the Board for more than 9 years, there are no circumstances which are likely to affect her independence as an independent non-executive Director. Ms. Tang Kiu Sam Alice has not been and is not involved in the daily management of the Company nor has any relationships or circumstances with any Directors, senior management, substantial shareholders or controlling shareholders of the Company which would interfere with the exercise of her independent judgment. Together with the annual confirmation of independence provided by Ms. Tang Kiu Sam Alice which both the Board and the Nomination Committee have reviewed and assessed with reference to the Independence Guidelines, the Board and the Nomination Committee believe that Ms. Tang Kiu Sam Alice can continue to provide independent points of view and remains independent to act as an independent non-executive Director.

The Board has adopted a nomination policy of the Company which sets out the selection criteria for Directors, including but not limited to character, professional qualifications, skills, knowledge and experience that are relevant to the Company's business and corporate strategy. The Board has also adopted a board diversity policy of the Company, recognising and embracing the benefits of having a diverse Board to include and make good use of the differences in experience, cultural and educational background, age, gender, skills and knowledge with a view to enhancing the quality of its performance. All Board members' appointments and/or re-elections will be based on merits while taking diversity into account. As disclosed in Appendix I to this circular, each retiring Director proposed to be re-elected at the Annual General Meeting possesses different skills and diversified experience. Dr. Jay Chun possesses solid background in information technology and marketing, and management and investment experience. Ms. Tang Kiu Sam Alice possesses solid experience in development and marketing of gaming products. Moreover, both Dr. Jay Chun and Ms. Tang Kiu Sam Alice have been bringing valuable contributions to the Board and contributions to Board diversity with their knowledge and experience during their tenure of office. Having considered the above factors, the Nomination Committee has recommended the re-election of the retiring Directors, Dr. Jay Chun and Ms. Tang Kiu Sam Alice, to the Board.

Having taken into consideration the aforesaid and the recommendation made by the Nomination Committee, the Board considers that Ms. Tang Kiu Sam Alice is still independent notwithstanding that she has been serving the Board for more than nine years, and Dr. Jay Chun possesses extensive experience and knowledge in different fields that are relevant to the Company's businesses. In addition, their respective background and experience mentioned above would offer a suitable balance of perspectives, skills, experience and diversity to the Board, thus enabling the achievement of good corporate governance. The Board (with the retiring Directors abstained from voting on their own re-election) recommends the re-election of Dr. Jay Chun and Ms. Tang Kiu Sam Alice at the Annual General Meeting by separate resolutions.

12 -

LETTER FROM THE BOARD

GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES

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

(i) to allot, issue and deal with Shares and/or to sell or transfer treasury shares (if any) not exceeding 20% of the number of issued shares (excluding treasury shares, if any) of the Company as at the date of passing the proposed resolution at the Annual General Meeting;

(ii) to repurchase Shares not exceeding 10% of the number of issued shares (excluding treasury shares, if any) of the Company as at the date of passing the proposed resolution at the Annual General Meeting; and

(iii) conditional upon the passing of resolutions granting the Issue Mandate and the Repurchase Mandate, to extend the Issue Mandate by adding thereto the Shares repurchased pursuant to the Repurchase Mandate.

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 repurchased 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 repurchased 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 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 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, subject to the passing of the ordinary resolutions to grant the Issue Mandate and the Repurchase Mandate, an ordinary resolution will be proposed at the Annual General Meeting to extend the Issue Mandate by the addition to the number of Shares which may be allotted or agreed, conditionally or unconditionally, to be allotted by the Directors pursuant to such general mandate of an amount representing the number of Shares repurchased by the Company pursuant to the Repurchase Mandate provided that the extended amount shall not exceed 10% of the number of issued shares (excluding treasury shares, if any) of the Company as at the date of passing the resolution in relation thereto.

LETTER FROM THE BOARD

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

FINAL DIVIDEND

As disclosed in the annual results of the Company for the year ended 31 December 2024, the Board has resolved to recommend the payment of the proposed final dividend of HK11.0 cents per Share for the year ended 31 December 2024 payable to the Shareholders whose names appear on the Register on the Record Date. The distribution of the Final Dividend will be subject to the approval by the Shareholders at the Annual General Meeting and the respective resolutions will be proposed to the Shareholders for voting at the Annual General Meeting.

CLOSURE OF REGISTER

(i) For determining the entitlements to attend and vote at the Annual General Meeting, the Register will be closed from Wednesday, 21 May 2025 to Tuesday, 27 May 2025, both days inclusive, during which period no transfer of Shares shall be effected. In order to qualify for the entitlements to attend and vote at the Annual General Meeting, all transfer documents 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, for registration no later than 4:30 p.m. on Tuesday, 20 May 2025.

(ii) For determining the entitlement of the Final Dividend, the Register will be closed from Monday, 2 June 2025 to Wednesday, 4 June 2025, both days inclusive, during which period no transfer of Shares shall be effected. In order to qualify for the Final Dividend, all transfer documents 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, for registration no later than 4:30 p.m. on Friday, 30 May 2025. The Final Dividend is expected to be distributed on Wednesday, 25 June 2025.

ADOPTION OF THE 2025 SHARE SCHEMES AND TERMINATION OF THE EXISTING SHARE SCHEMES

The Existing Share Schemes

The 2017 Share Option Scheme

The 2017 Share Option Scheme was adopted by the Company on 25 May 2017, which is valid and effective for a period of 10 years commencing on the date of adoption and ending on 24 May 2027, subject to early termination, and in such event, no further share options may be granted but in all other respects the terms of the 2017 Share Option Scheme shall remain in full force and effect to the extent necessary to give effect to the exercise of any share options granted prior thereto.

LETTER FROM THE BOARD

Pursuant to the 2017 Share Option Scheme, outstanding share options granted prior to such termination and not then exercised shall continue to be in full force and effect in accordance with the 2017 Share Option Scheme.

No options were granted by the Company, or were exercised, cancelled or lapsed under the 2017 Share Option Scheme and no equity-settled employees' benefit (including Directors' emoluments) has been recognised in this connection since its adoption date until the Latest Practicable Date. Accordingly, there was no Share that may be issued in respect of options granted (if any) as at the Latest Practicable Date.

There was no share option outstanding under the 2017 Share Option Scheme as at the Latest Practicable Date. The Company has no present intention of granting any share options under the 2017 Share Option Scheme during the period from the Latest Practicable Date to the date of the Annual General Meeting.

The 2019 Share Award Scheme

The 2019 Share Award Scheme was adopted by the Company on 11 November 2019, which is valid for a period of 10 years commencing from the date of adoption and ending on 10 November 2029, subject to early termination, and in such event, no further share award may be granted but in all other respects the terms of the 2019 Share Award Scheme shall remain in full force and effect to the extent necessary to give effect to the vesting of any share awards granted thereunder. Pursuant to the 2019 Share Award Scheme, all outstanding share award granted and subsisting prior to such termination shall continue to be in full force and effect in accordance with the 2019 Share Award Scheme.

No awards were granted by the Company, or were vested, cancelled or lapsed under the 2019 Share Award Scheme and no equity-settled employees' benefit (including Directors' emoluments) has been recognised in this connection since its adoption date until the Latest Practicable Date. Accordingly, there is no Share that may be issued in respect of awards granted (if any) as at the Latest Practicable Date.

There was no award outstanding under the 2019 Share Award Scheme as at the Latest Practicable Date. No Shares were purchased by the trustee appointed by the Company in connection with the 2019 Share Award Scheme since the adoption of the scheme and up to the Latest Practicable Date. The Company has no present intention of granting any award shares under the 2019 Share Award Scheme during the period from the Latest Practicable Date to the date of the Annual General Meeting.

Save for the 2017 Share Option Scheme and the 2019 Share Award Scheme, the Company had no other subsisting share schemes as at the Latest Practicable Date.

15 -

LETTER FROM THE BOARD

Termination of the Existing Share Schemes

With effect from 1 January 2023, Chapter 17 of the Listing Rules has been amended and it applies to both share option schemes and share award schemes. In this connection, there are certain changes to Chapter 17 of the Listing Rules that would eventually entail substantial revisions to the 2017 Share Option Scheme and the 2019 Share Award Scheme.

In view of such amendments, the Company proposes to terminate the 2017 Share Option Scheme and the 2019 Share Award Scheme, and to adopt the 2025 Share Option Scheme and the 2025 Share Award Scheme subject to the approval by the Shareholders at the Annual General Meeting to be convened by the Company.

The 2025 Share Schemes

Reasons for the adoption of the 2025 Share Schemes

The Board proposes the adoption of the 2025 Share Schemes, which will be valid and effective for a period of ten (10) years commencing on the Adoption Date.

The purposes of the 2025 Share Schemes are to enable the Group to (i) recognise and acknowledge the contributions that the Eligible Participants have made or may make to the Group (whether directly or indirectly), remunerate the best possible quality of the Eligible Participants, and attract, retain and motivate the Eligible Participants to continue to contribute to the growth and development of the Group; and (ii) provide the Eligible Participants with direct economic benefits in order to maintain a long term relationship between the Group and the Eligible Participants. In addition, for the 2025 Share Option Scheme, it is also established with a view to aligning the interest of a wide scope of participants with those of the Shareholders to promote the long-term performance (whether in financial, business and operational aspects) of the Group. The Board considers the adoption of the 2025 Share Schemes is in line with modern commercial practice that full-time or part-time employees, directors, members of the management and advisers of the Group be given incentives to work towards the goal of enhancing the enterprise value and achieving the long-term objectives of the Company for the benefit of the Group as a whole.

Eligible Participants

Eligible Participants include (i) the Employee Participants; (ii) the Related Entity Participants; and (iii) the Service Providers, provided that the Board may have absolute discretion to determine whether or not one falls within the above category. The eligibility of each of the Eligible Participants and/or Selected Participants shall be determined by the Board or a committee of the Board from time to time and on a case-by-case basis.

For Employee Participants, the Board will generally consider, amongst others, (i) their educational and professional qualifications, and knowledge in the industry; (ii) their skills, knowledge, experience, expertise and other relevant personal qualities; (iii) their length of

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engagement or employment with the Group; (iv) their performance, time commitment, responsibilities or employment conditions according to the prevailing market practice and industry standard; and (v) their contribution made or expected to be made to the growth of the Group.

The scope of the Employee Participants includes independent non-executive Directors. The Directors (including the independent non-executive Directors) consider that the inclusion of independent non-executive Directors as Eligible Participants would provide the Group with flexibility to offer non-cash incentives to such persons for their continuous contributions to the Group's growth and development. Through the grant of the Share Options and/or Share Awards, the Eligible Participants and the Group will share a common goal in the growth and development of the Group's business, and the Eligible Participants will reap additional rewards through their contribution. As at the Latest Practicable Date, the Company did not have any concrete plan or present intention to grant any Share Options or Share Awards to the independent non-executive Directors under the 2025 Share Option Scheme and the 2025 Share Award Scheme, respectively. However, having considered that (i) equity-based remuneration continues to be an important means of ensuring the alignment between the interests of the Shareholders and the Directors, including the independent non-executive Directors; and (ii) incentivising and promoting the past and future contributions of the independent non-executive Directors who provide valuable insight and advices to the Company with their deep industry knowledge and professional background, the Board (including the independent non-executive Directors) believes the inclusion of the independent non-executive Directors as Eligible Participants and the flexibility to grant the Share Options and/or Share Awards to the independent non-executive Directors in addition to cash-based incentives will allow the Company to keep its remuneration package competitive in order to attract and retain talents.

The Company is of the view that the independence and impartiality of the independent non-executive Directors will not be impaired by any potential grant of the Share Options and/or Share Awards for the following reasons: (i) the independent non-executive Directors will continue to comply with the independence requirement under Rule 3.13 of the Listing Rules; (ii) approval by independent Shareholders will be required if any Share Options or Share Awards are to be granted to independent non-executive Directors or any of their respective associates would result in the total number of Shares issued and to be issued upon exercise of all the Share Options and Share Awards granted and to be granted to such person in the period of 12 months up to and including the date of the grant representing in aggregate over 0.1% of the Shares in issue; and (iii) the Board will be mindful of the recommended best practice E.1.9 of Part 2 of the Corporate Governance Code set out in Appendix C1 to the Listing Rules which recommends that issuers should generally not grant equity-based remuneration with performance-related elements to the independent non-executive Directors when considering any future grants of Share Options or Share Awards to the independent non-executive Directors.

For Related Entity Participants, the Board will generally consider, amongst others, (i) the positive impacts (including support, assistance, guidance, advice, efforts and/or contributions) brought by, or expected from, the Related Entity Participant on the Group's business development in terms of an increase in revenue or profits, an addition of expertise to the Group and/or other

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aspects in support of the development and growth of the Group's business; (ii) the actual degree of involvement in and/or cooperation with the Group and length of collaborative relationship the Related Entity Participant has established with the Group via its role and position in the related entity; (iii) the number, scale and nature of the projects which promote the business, development and growth of the Group in which the Related Entity Participant is involved; (iv) whether the Related Entity Participant has referred or introduced opportunities to the Group which have materialised into further business relationships; (v) whether the Related Entity Participant has assisted the Group in tapping into new markets and/or increased its market share; (vi) the materiality and nature of the business relation between the related entity of which the Related Entity Participant holds office or position on the one hand and the Group on the other hand; and (vii) the Related Entity Participant's contribution in such related entity which may benefit the core business of the Group through a collaborative relationship.

Related Entity Participants are mainly directors and/or employees of the holding companies, fellow subsidiaries or associated companies of the Company that are essential for the Company's principal businesses, namely the provision of casino management services and the development, sale and leasing of electronic gaming equipment and systems. The Company considers that these companies bring new perspectives and possibilities to the Company's business development, supplement and enrich the Company's services and products, thereby enhancing the competitiveness of the Company's services and products. The Related Entity Participants will have a sufficiently close relationship with the Company and would likely be in a position to enhance the Company's business, reputation, operations and performance. The Related Entity Participants, despite the lack of a direct employment relationship with the Company, could involve with the Company on projects and other business engagements related to the Company's operations.

The Company maintains collaborative relationships with the Related Entity Participants who have extensive industry experience relevant to the Company's business and offer support to the Company on its projects and/or business strategies. The Related Entity Participants generally play a crucial role in the Company's principal businesses by primarily engaging in marketing services that support both the provision of casino management services and the development of electronic gaming equipment and systems, as well as undertaking business development initiatives. Their marketing efforts focus on promoting the Company's offerings to potential clients, enhancing brand visibility, and driving customer engagement within the gaming sector. The Related Entity Participants' business development initiatives involve identifying new market opportunities, establishing strategic partnerships, and fostering relationships with existing clients and stakeholders. By leveraging their expertise in marketing and business development, the Related Entity Participants help the Company to expand its reach, attract new clientele, and ultimately enhance revenue streams. Their contributions are vital in navigating the competitive landscape of the casino and gaming industry, ensuring that the Company remains well-positioned to capitalise on emerging trends and opportunities.

Service Providers who are eligible under the 2025 Share Schemes are categorised into (i) contractors, distributors and suppliers; and (ii) partners and advisers of any member of the Group who provide services to the Group to support the Group's business activities for the time being and

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in the future, but for the avoidance of doubt shall exclude any placing agent or financial adviser providing advisory services for fundraising, mergers or acquisitions, and other professional services provider such as auditors or valuers who provide assurance or are required to perform their services with impartiality and objectivity. Set out below are the detailed descriptions of each category of the Service Providers and the specific criteria for determining the eligibility of each type of the Service Providers, on a case by case basis, under the 2025 Share Schemes:

Category of Service Provider	Contribution to the Group	Criteria for determining eligibility
(i) Contractors, distributors and suppliers	Service Providers under this category are contractors, distributors and suppliers which the Group engages for its day-to-day operation in the business of the Group through the provision of services or products to the Group to render day-to-day management and operation services.	(i) The background, expertise, professional qualifications and industry experience of the Service Provider;
(ii) the performance of the Service Provider and track record, including whether the Service Provider has a proven track record of delivering quality services or goods;
(iii) the scale of the Service Provider’s business dealings with the Group with regard to factors such as income or savings in terms of expenses attributable to such Service Provider, the materiality and nature of such business relationship with the Group (such as whether they relate to the core business of the Group and whether such business dealings could be readily replaced by third party(ies));
(iv) the Group’s period of engagement of or collaboration with the Service Provider;
(v) the prevailing market fees chargeable by comparable service providers; and
(vi) the Service Provider’s actual or potential contribution to the Group with regard to factors such as the actual or expected reduction in costs of the Group or increase in revenue or profit of the Group.

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Category of Service Provider	Contribution to the Group	Criteria for determining eligibility
(ii) Partners and advisers	Service Providers under this category include partners and advisers who provide advisory and/or consulting services to the Group's principal business or day-to-day operation in the fields of marketing and promotion services and technical services.

The above services are provided in areas relating to the Group's principal business activities and help maintain or enhance the competitiveness of the Group by way of introducing new customers or business opportunities to the Group and/or applying their specialised skills and/or knowledge in the relevant fields. | (i) The background, expertise, professional qualifications and industry experience of the Service Provider;

(ii) the performance of the Service Provider and track record, including whether the Service Provider has a proven track record of delivering quality services or goods;

(iii) the scale, materiality and nature of the business relationship of the Service Provider with the Group (such as whether they relate to the core business of the Group and whether such business dealings could be readily replaced by third party(ies));

(iv) the Group's period of engagement of or collaboration with the Service Provider;

(v) the ability of the Service Provider to maintain the quality of services;

(vi) the benefits and strategic value brought or to be brought by the Service Provider to the Group's development and future prospects with regard to factors such as the actual or expected change in the Group's profits and/or income which is or may be attributable to the Service Provider's collaboration with the Group; and

(vii) the business opportunities and external connections that the Service Provider has introduced or will potentially introduce to the Group. |

The suppliers deliver essential services such as manufacturing gaming machine parts, programming and maintaining the Company's information technology systems, as well as supplying human resources. Partners and advisors provide valuable marketing services, assist in decision-making regarding game design and sales, and contribute to the design of gaming machine exteriors.

Marketing and promotion services are managed by partners and advisors tasked with acquiring recurring and new clients for the casino managed by the Company, maintaining relationships with other casino operators, and engaging with major casinos in Macau and internationally to market the Company's electronic gaming equipment and systems. Technical services are rendered by partners and advisors who contribute to the design of the Company's games and provide information technology support for both office operations and the Company's websites. In addition, distributors play a critical role in enabling the Company to comply with the diverse gaming licensing requirements associated with overseas casinos and entertainment-related operations. Generally, certain jurisdiction may have specific gaming licensing regulations, necessitating various local gaming licenses for the sale of gaming machines; therefore, the Company relies on local distributors who possess the requisite licenses to facilitate these sales. Additionally, these

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distributors are instrumental in identifying potential customers and effectively marketing the Company's electronic gaming equipment and systems to casinos abroad, ensuring that the Company can navigate the complexities of international markets while expanding its customer base and enhancing its global presence.

Among the Service Providers eligible for grant of Share Options and/or Share Awards, (i) contractors, distributors and suppliers are those that directly contribute to the long-term growth of the Group's business by taking roles or providing services that are in a continuing and recurring nature in its ordinary and usual course of business, as their work is closely connected with various areas of the Group's day-to-day operations, including but not limited to production, distribution and sale/lease of gaming equipment, and their performance will contribute to the operating performance and financial results of the Group. In particular, the distributors act as an intermediary connecting the Group with overseas casinos and play a vital role in fulfilling overseas casinos and entertainment related licensing requirements, expanding market reach, facilitating OEM manufacturing of gaming equipments, promoting sales of the Group's gaming equipments to overseas casinos via their local resources and networking and relationship building skills, negotiation and marketing ability; and the contractors are responsible for providing services relating to casino management, including cleaning and maintenance services, information technology services, and food and beverages services.

In assessing whether the Service Provider provides services to the Group on a continuing and recurring basis and in its ordinary and usual course of business, the Board will take into consideration (a) the length and type of services provided and the recurrences and regularity of such services, including but not limited to the term of the contract of the Service Provider, whether the services are provided on a daily, weekly or monthly basis and the number of hours of services provided within the term; (b) the nature of the services provided to the Group by the Service Provider; and (c) whether such services form part of or are ancillary to the businesses conducted by the Group.

No options or awards were granted by the Company to the Service Providers under the 2017 Share Option Scheme and the 2019 Share Award Scheme, respectively, since their respective adoption dates until the Latest Practicable Date.

The Board's view

The Board (including the independent non-executive Directors) is of the view that, apart from the contributions of employees and directors of the Group, the success of the Group may also come from the efforts and co-operation of non-employees (including the Related Entity Participants and the Service Providers) who play a role in the development and continued success of the Group's business and operations, and have contributed or may contribute to the Group in the future.

It is important for incentivising the Related Entity Participants to ensure the related entity shall thrive and provide satisfactory contribution to the Group. Hence the Directors consider that the Company should have the flexibility to grant Share Options and/or Share Awards to the Related Entity Participants as incentives or rewards for their contributions to these associated companies

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which will help motivate such Related Entity Participants to optimise their performance and efficiency and to attract and retain or otherwise maintain a long term relationship with the Related Entity Participants. The Related Entity Participants may also contribute to the Group by providing specific knowledge on a wide spectrum of related industries in which it operates, providing guidance with respect to potential expansions into new markets and product categories based on their pre-existing expertise, which allow the Group to capture new opportunities for business development.

Amongst the Service Providers, contractors, distributors and suppliers directly contribute to the operation of the Group's business by providing products or services that are of a continuing and recurring nature in the ordinary and usual course of the Group's business. These Service Providers are closely connected to and crucial to the Group's day-to-day operations which spans across the human resource, marketing, public relations, information technology, logistics and delivery, administrative, operational and other business support services in relation to the principal businesses of the Group. Their contribution directly impacts the results of operations of the Group. Service Providers also include advisers who play important roles in the development and planning of the Group. Such Service Providers contribute to the long-term growth of the Group by the provision of specialised skills, knowledge or connections in the business development of the Group. As these Service Providers possess industry-specific knowledge or expertise and often have extensive experience and understanding of the market, they are able to provide insight on areas such as market trends, technological development and licensing requirements as well as marketing. The service, advice and/or guidance provided by these Service Providers allows the Group to more effectively plan its future business strategies for long-term growth.

In addition, in respect of the Service Providers, the Group has, in its ordinary and usual course of business, may rely on the services of the Service Providers (including but not limited to contractors, distributors and suppliers). For example, the Group relies on contractors and suppliers for carrying out various electronic gaming equipment and systems projects and casino management projects. It is believed that certain Service Providers, including mainly those under category (i), namely the contractors, distributors and suppliers, which provide services on a regular and day-to-day basis to the Group which continuity and frequency are akin to employees of the Group. The Group's success is attributable to the high quality of services provided by such individuals and entities even though they may not always be able to serve as full-time or part-time employees of the Group due to a variety of reasons. The Company appreciates the participation of and contributions made by our business partners and would like to give them share-based incentives as and when appropriate so as to, among other things, motivate them to achieve higher performance target, provide higher quality of services, which will in turn further increase the Group's revenue. Moreover, the Group considers that attracting more of such business partners and exploring potential business opportunities with them would help to promote the corporate and brand image of the Group.

Considering (i) that the Related Entity Participants and the Service Providers would contribute to the operation and long-term growth of the Group's businesses; (ii) that the success of the Group requires the co-operation and contribution not only from its directors and employees, but also from

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various other parties who play an instrumental role in and make actual or potential contributions to the business and development of the Group; and (iii) the factors which the Board will take into account in assessing the eligibility of the Related Entity Participants and the Service Providers are also highly linked to the actual or future contribution made by them to the Group, the Board (including the independent non-executive Directors) is of the view that it would be in the Company's interest to have the flexibility to grant Share Options and Share Awards to the Related Entity Participants and the Service Providers in recognition of their contribution to the Group. Such arrangement also enables the Group to preserve its cash resources and use share-based incentives to encourage persons outside of the Group towards their contribution to the Group. The Directors (including the independent non-executive Directors) also consider that the inclusion of the Related Entity Participants and the Service Providers are in line with the Company's business needs and the industry norm of providing equity based payment to stakeholders since a sustainable and stable relationship with them is essential to the business development of the Group, and that the grant of Share Options and Share Awards to these non-employee Eligible Participants will align their interests with the Group's, incentivising them to provide better services to, create more opportunities for and/or contribute to the success of the Group in the long run. In addition, it is in line with the modern commercial practice with reference to other companies listed on the Stock Exchange to include participants, i.e., the Related Entity Participants and the Service Providers, in their respective share scheme(s), such that such participants can be given incentives to work towards enhancing the value and attaining the long-term objectives of the Company for the benefit of the Group as a whole.

In addition, the Directors (including the independent non-executive Directors) are of the view that the categories of the Related Entity Participants and the Service Providers are in line with the business needs of the Group and that the criteria for their selection align with the purpose of the 2025 Share Schemes. Apart from the contributions from employees, the success of the Group might also come from the efforts and contributions from non-employees (including the Related Entity Participants and the Service Providers) who have contributed to the Group or may contribute to the Group. Grant of Share Options and/or Share Awards to the Related Entity Participants and the Service Providers would not only align the interest of the Group with such Eligible Participants, but also strengthen their loyalty to the Group and provide incentives for (i) a higher degree of their participation and involvement in the business of the Group; and (ii) maintaining a stable and long term relationship with the Group. Through the grant of Share Options and/or Share Awards, the interest of such Eligible Participants will align with that of the Group in promoting the growth and development of the Group's business, which is desirable and necessary from a commercial perspective and helps maintain or enhance the competitiveness of the Group.

Scheme Mandate Limit and Service Provider Sublimit

As at the Latest Practicable Date, there were 1,052,185,315 Shares in issue. Assuming that no further Shares will be allotted, issued, repurchased or cancelled prior to the Annual General Meeting and after the resolutions regarding, among others, the proposed adoption of the 2025 Share Schemes are passed at the Annual General Meeting, the total number of new Shares which may be allotted and issued, and treasury shares transferred or to be transferred, in respect of all Share

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Options and Share Awards that may be granted under the 2025 Share Schemes and all share options and all share awards that may be granted under any other share schemes for the time being of the Company, would be no more than 105,218,531 Shares, representing no more than approximately 10% of the total number of Shares in issue (excluding any treasury shares) as at the Adoption Date.

Pursuant to the rules of the 2025 Share Schemes, within the Scheme Mandate Limit, the Service Provider Sublimit under the 2025 Share Schemes, being the maximum number of new Shares which may be allotted and issued, and treasury shares transferred or to be transferred, in respect of all Share Options and Share Awards that may be granted under the 2025 Share Schemes and all share options and share awards which may be granted under any other share schemes for the time being of the Company to the Service Providers, would be no more than 10,521,853 Shares, representing 1% of the total number of Shares in issue (excluding any treasury shares) as at the Adoption Date.

The Service Provider Sublimit is determined with reference to and having taken into account, among others, (i) the potential dilution effect arising from grants to the Service Providers; (ii) the importance of striking a balance between achieving the purpose of the 2025 Share Schemes and protecting the Shareholders from the dilution effect from granting a substantial amount of Share Options and Share Awards which may in turn converted into Shares to the Service Providers; (iii) the extent of cooperation with the Service Providers regarding the Group's businesses, the current payment and/or settlement arrangement with the Service Providers; (iv) the actual or expected reduction in costs of the Group or increase in revenue or profit of the Group which is attributable to the Service Providers, and the nature of the Service Providers' contribution to the long-term growth of the Group's core business and the future capital need of the Group; and (v) the fact that the Company expects that a majority of Share Options and Share Awards will be granted to the Employee Participants and/or Related Entity Participants as such there is a need to reserve a larger portion of the Scheme Mandate Limit for grants to them. Given the above, the Board considers that a Service Provider Sublimit of 1% would not lead to an excessive dilution of shareholding of the existing Shareholders. Having considered the above, and the Group's human resources allocation strategy and organisation structure, and contributions that have been made by the Service Providers to the long-term growth of the Company's businesses, the Board is of the view that the Service Provider Sublimit is appropriate and reasonable given the Group's needs, and the Service Provider Sublimit provides the Group with flexibility to provide equity incentives, instead of cash resources, to reward and collaborate with persons who are not employees of the Group, but who may have exceptional expertise in their field or who may be able to provide valuable expertise and services to the Group, which is in line with the purpose of the 2025 Share Schemes.

Given that there was no share option or share award outstanding under the 2017 Share Option Scheme and the 2019 Share Award Scheme as at the Latest Practicable Date, respectively, no outstanding share options and share awards will be regarded as utilised for the purpose of calculating the Scheme Mandate Limit and the Service Provider Sublimit.

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Vesting period

The vesting period for the Share Options and the Share Awards under the 2025 Share Schemes shall be at least twelve (12) months. The Board (or the Remuneration Committee where it relates to grants of Share Options and Share Awards to an Employee Participant who is a Director and/or senior manager of the Company) may at its discretion grant a shorter vesting period to an Employee Participant. Set out below are the circumstances which may trigger a shorter vesting period:

(i) grants of “make-whole” Share Option(s) and Share Award(s) to new joiners to replace the share options or share awards they forfeited when leaving the previous employers;

(ii) grants to an Employee Participant whose employment is terminated due to death or Disability or event of force majeure;

(iii) grants with performance-based vesting conditions provided in the 2025 Share Schemes or as specified in the Offer Letter in lieu of time-based vesting criteria; or

(iv) grants that are made in batches during a year for administrative and compliance reasons, which include Share Options and Share Awards that should have been granted earlier if not for such administrative or compliance reasons but had to wait for subsequent batch. In such case, the vesting period may be shorter to reflect the time from which the Share Options or Share Awards would have been granted.

The Board (including the independent non-executive Directors) is of the view that the discretion in allowing a shorter vesting period allows the Company to (i) retain flexibility in certain cases to provide a competitive remuneration package to attract and retain talents and experts to work for or provide services to the Group; (ii) reward past contribution which may otherwise be neglected due to administrative or technical reasons; (iii) reward exceptional performers with accelerated vesting; (iv) motivate exceptional performers based on performance metrics rather than time including but not limited to attainment of financial targets such as increase in revenue; (v) maintain the affirmation regarding the Eligible Participants' prior contributions to the Group in light of his/her death; and (vi) ensure the rights of the Employee Participants in respect of their Share Options and Share Awards, who remain as employees of the Group, upon the happening of general offer or partial-offer which are beyond the control of the Employee Participants. Given the above, the Board (including the independent non-executive Directors) is of the view that such arrangements are appropriate and in line with the purpose of the 2025 Share Schemes.

Basis of determining the exercise price of Share Options and grant price of Award Shares

Grantees to whom Share Options shall be granted, are entitled to subscribe for the number of Shares at the exercise price as determined on the Grant Date. The basis for determining the exercise price is also specified in the rules of the 2025 Share Option Scheme and is summarised under paragraph headed “12. EXERCISE PRICE” in Appendix III to this circular. The value of the Share Options is linked to the future Share price, which in turn depends on the performance of the Company. Further, the Share Options are typically granted with other long-term incentives such as

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performance conditions to holistically support attraction, motivation and retention considerations. The Board considers that such basis will serve to drive long-term focus and shareholder value creation and encourage the Eligible Participants to acquire proprietary interests in the Company.

The grant price of the Award Shares (if any) shall be such price which shall be determined by the Board from time to time based on considerations such as the purpose of the Share Awards and the characteristics and profile of the Selected Participant. Such room for discretion provides the Board with flexibility to stipulate, if necessary, a grant price for Award Shares, while balancing the purpose of the Share Awards and the interests of the Shareholders.

Performance targets and clawback mechanism

Vesting of the Share Options and the Share Awards will be subject to performance targets, if any, to be satisfied by the Eligible Participants as determined by the Board or the Remuneration Committee from time to time. The performance targets may comprise a mixture of attaining satisfactory key performance indicators components (such as the business performance and financial performance of the Group or departmental and individual performance based on the annual performance assessment results) which may vary among the Eligible Participants. For the avoidance of doubt, the performance targets are not applicable to the independent non-executive Directors.

Proposed performance targets include business, financial and operational goals and creation of capital value for the Group's business segments (which may include increase in revenue and/or net profit) as well as individual performance indicators relevant to his/her roles and responsibilities. The Directors (or, as the case may be, the Remuneration Committee) will conduct assessment at the end of a performance period by comparing the performance of the business segments and the individual performance of the Eligible Participants with the pre-agreed targets to determine whether the targets and the extents to which the targets have been met.

The Board considers that it may not always be appropriate to impose performance target particularly when the purpose of granting Share Options and Share Awards is to remunerate or compensate the Eligible Participants. The Board may at its discretion specify any conditions (including performance targets (if any)) which must be satisfied before the Share Options may be exercised and the Share Awards may be vested. The Board believes that it is not practicable to expressly set out a generic set of performance targets in the 2025 Share Schemes, as each Eligible Participant will play different roles and contribute in different ways to the Group, and new performance targets may be taken into account and/or imposed depending on the development of the industry segment and the macro environment. Providing the Board with more flexibility in setting the terms and conditions of the Share Options and Share Awards under particular circumstances of each grant will facilitate the Board's aim to offer meaningful incentives to attract and retain quality personnel that are valuable to the development of the Group and for the benefit of the Group and the Shareholders as a whole.

Upon the occurrence of certain events in relation to an Eligible Participant, no further Share Options or Share Awards may be granted to such Eligible Participant and the Share Options and Share Awards granted to such Eligible Participant shall be clawed back and such Share Options and

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Share Awards shall lapse accordingly on the date as determined by the Board (if such Share Options and Share Awards are unvested). In addition, where a Share Option granted to an Eligible Participant has been vested and already exercised, or where a Share Award granted to an Eligible Participant has already been vested, at the time when the Eligible Participant's Share Options or Share Awards are clawed back, the Eligible Participant shall return, by the Board's determination at its sole and absolute discretion, either (i) the exact number of the relevant vested and clawed back underlying Shares in respect of such Share Options or Share Awards, or (ii) the monetary amount equivalent to the value of the relevant underlying Shares of the Share Options or Share Awards (a) on the grant date, or (b) on the date of vesting of the relevant Share Options or Share Awards, or (c) on the date of such clawback (as determined by the Board at its sole and absolute discretion which will be informed to the Grantee). The Board will take into account individual circumstances when devising any clawback mechanism such as the role of the Grantee, the purpose of the grant (for example whether as recognition of past contribution or as incentive to motivate such Grantee to contribute to the Group in the future on an ongoing basis), whether it would be particularly burdensome and complicated to implement the clawback mechanism, whether there are any tax implications, etc.

For details of the clawback mechanism of the 2025 Share Schemes, please refer to the paragraph headed "11. CLAWBACK" in Appendix III and the paragraph headed "14. CLAWBACK" in Appendix IV to this circular.

The Board (including the independent non-executive Directors) is of the view that the performance target and clawback mechanism allow more flexibility for the Board in setting the terms and conditions of the Share Options and Share Awards under particular circumstances of each grant. By facilitating the Board's aim to offer meaningful incentives to attract and retain quality personnel that are valuable to the development of the Group, the performance target and clawback mechanism are considered to be beneficial to the Group and the Shareholders as a whole.

Voting rights of the trustee of the 2025 Share Award Scheme

Trustee(s) will be appointed to administer the 2025 Share Award Scheme. The trustee(s) holding unvested Shares of the 2025 Share Award Scheme, whether directly or indirectly, shall abstain from voting on matters that require Shareholders' approval under the Listing Rules, unless otherwise required by law to vote in accordance with the beneficial owner's direction and such a direction is given.

Conditions precedent of the 2025 Share Schemes

The adoption of the 2025 Share Option Scheme is conditional upon:

(i) the passing of Resolution 9 as set out in the notice of the Annual General Meeting in relation to the 2025 Share Option Scheme by the Shareholders at the Annual General Meeting; and

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(ii) the Listing Committee of the Stock Exchange granting approval for the listing of and permission to deal in the Shares to be allotted and issued by the Company pursuant to the exercise of the Share Options in accordance with the terms and conditions of the 2025 Share Option Scheme.

The adoption of the 2025 Share Award Scheme is conditional upon:

(i) the passing of Resolution 10 as set out in the notice of the Annual General Meeting in relation to the 2025 Share Award Scheme by the Shareholders at the Annual General Meeting; and

(ii) the Listing Committee of the Stock Exchange granting the approval for the listing of, and permission to deal in, the Shares which may be allotted and issued by the Company in respect of any Share Awards to be granted in accordance with the terms and conditions of the 2025 Share Award Scheme.

General

No trustee has been appointed or is intended to be appointed for the purpose of the 2025 Share Option Scheme, and the Board will be responsible for administering the 2025 Share Option Scheme.

None of the Directors is a trustee of the 2025 Share Award Scheme nor has a direct or indirect interest in the trustee(s) of the 2025 Share Award Scheme.

Pursuant to Note 1 to Rule 17.03(2) of the Listing Rules, the Board has sought legal advice on the prospectus requirements of the C(WUMP)O in relation to the 2025 Share Schemes proposed to be adopted. The Company understands that while the 2025 Share Schemes are not restricted to executives and employees of the Group, the adoption of the 2025 Share Schemes would not constitute an offer to public and therefore the prospectus requirements under the C(WUMP)O are not applicable. The Company will ensure compliance with the C(WUMP)O when granting Share Options and Share Awards under the 2025 Share Schemes, if applicable.

The 2025 Share Option Scheme will be funded by new Shares and the 2025 Share Award Scheme will be funded by new Shares, existing Shares, and treasury shares. Therefore, each of the schemes constitute a share scheme involving issue of new shares by the Company under Chapter 17 of the Listing Rules.

A summary of the principal rules of the 2025 Share Schemes is set out in Appendix III and Appendix IV to this circular. A copy of each of the 2025 Share Schemes will be made available for inspection at the Annual General Meeting and will be published on the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.hk1180.com for not less than 14 days before the date of the Annual General Meeting as required under Rule 17.02 of the Listing Rules.

28 -

LETTER FROM THE BOARD

Application will be made to the Listing Committee of the Stock Exchange for the approval of the listing of, and permission to deal in, the Shares which may fall to be issued in respect of all Share Options and/or Share Awards to be granted under the 2025 Share Schemes.

As at the Latest Practicable Date, no Shareholder had a material interest in the adoption of the 2025 Share Schemes. As such, no Shareholder is required to abstain from voting on the resolution(s) in relation thereto.

As at the Latest Practicable Date, the Company had no plan or intention to grant Share Options or Share Awards to the Eligible Participants under the 2025 Share Schemes in the next 12-month period after obtaining the Shareholders’ approval for the adoption of the 2025 Share Schemes.

ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at 23/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong on 27 May 2025 at 4:00 p.m. is set out on pages 77 to 84 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 the Shareholders are able to attend the Annual 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 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 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 the Shareholders 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.

29 -

LETTER FROM THE BOARD

RECOMMENDATION

The Directors are of the opinion that the resolutions in relation to, among other things, (i) the re-election of retiring Directors, (ii) the grant of the Repurchase Mandate and the Issue Mandate, (iii) the distribution of the Final Dividend, (iv) the adoption of the 2025 Share Option Scheme and the termination of the 2017 Share Option Scheme, and (v) the adoption of the 2025 Share Award Scheme and the termination of the 2019 Share Award Scheme as set out in the notice of the Annual General Meeting are all in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all the Shareholders voting in favour of all such resolutions.

GENERAL

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

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

30 -

APPENDIX I

BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

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

Dr. Jay Chun ("Dr. Chun")

Dr. Jay Chun ("Dr. Chun"), aged 60, is an executive Director, Chairman of the Board and Managing Director of the Company, also alternate Director to Mr. Shan Shiyong, alias, Sin Sai Yung. He is the chairman of the Nomination Committee and a member of the Remuneration Committee. He is also a director of various subsidiaries of the Company. Dr. Chun is a talented entrepreneur and manager. He possesses solid background in information technology and marketing, and has 34 years of management and investment experience. Dr. Chun holds a doctoral degree in business administration from the University of Macau, a master's degree in business administration from the W.P. Carey School of Business at the Arizona State University and a bachelor's degree in computer science from the Shanghai University of Science and Technology. Dr. Chun joined the Group and was appointed as the Managing Director of the Company in January 1999. He was appointed as the Chairman of the Board in July 2002, was re-designated from the Chairman of the Board to a Co-chairman of the Board in December 2022 and was re-designated from a Co-chairman of the Board to the Chairman of the Board on 27 March 2025.

Dr. Chun has been particularly caring for the development of the Country. He is a member of the Standing Committee of the Shandong Provincial Committee of the Chinese People's Political Consultative Conference of the PRC. He is also a member of the Council of the Shanghai University. In addition, Dr. Chun has been actively participating in community services. He is presently the chairman of Ze Ai Association and honorary chairman of Ze Ai Charity Association, which are prominent non-profit making charitable organisations committed to caring for the elderly, women and children as their core goals, and have been adhering to the mission of "quality care, all-round development" for the commission of charity work in Mainland China and Macau. In recognition of his outstanding achievement in Macau, in October 2019, Dr. Chun was honoured with the award of "20 Persons in 20 Years: the Most Valuable Persons of Macao's Tourism and Leisure Industry from 1999 to 2019".

Dr. Chun did not hold any directorships in any other listed public companies during the three years preceding the Latest Practicable Date.

As at the Latest Practicable Date, Dr. Chun and August Profit Investments Limited, a company wholly-owned by Dr. Chun, were beneficially interested in an aggregate of 630,960,880 Shares, representing approximately $59.96\%$ of the existing issued share capital of the Company.

Dr. Chun 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 at least once every three years in accordance with the Bye-Laws.

APPENDIX I

BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

For the year ended 31 December 2024, Dr. Chun received a Director’s emolument of approximately HK$16,208,000. The Director’s emolument was based on mutual agreement between the Board and Dr. Chun and Dr. Chun’s responsibilities and duties in the Company as well as the prevailing market conditions.

Dr. Chun is the spouse of Ms. Feng Yi, Jenny, the Group’s Senior Vice President (being senior management of the Company). Save as disclosed, as at the Latest Practicable Date, Dr. Chun did not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company.

Save as disclosed herein, there is no information required to be disclosed relating to Dr. Chun that is required to be disclosed pursuant to any of the requirements under Rule 13.51(2) of the Listing Rules, and there are no other matters relating to his re-election as an executive Director that need to be brought to the attention of the Shareholders.

2. Tang Kiu Sam Alice

Ms. Tang Kiu Sam Alice (“Ms. Tang”), aged 43, was appointed as an independent non-executive Director on 25 April 2014. She is a member of each of the Audit Committee, the Remuneration Committee and the Nomination Committee. Ms. Tang graduated with a bachelor of science degree in e-commerce from the Brunel University in London. Ms. Tang has more than 20 years of business development experience in the gaming industry and has comprehensive knowledge in gaming operations and products, strategic planning, sales and marketing and is experienced in product development with successful launches of a series of gaming products including video slot machines, electronic table games and slot management system. Ms. Tang is currently the managing director of Winning Asia Technology Macau Limited.

Ms. Tang did not hold any directorships in any other listed public companies during the three years preceding the Latest Practicable Date. Other than being an independent non-executive Director, Ms. Tang does not hold any directorship in other members of the Group.

As at the Latest Practicable Date, Ms. Tang 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.

Ms. Tang has no service contract with the Company and she is not appointed for a specific term, but she is subject to retirement by rotation and re-election at least once every three years in accordance with the Bye-Laws.

For the year ended 31 December 2024, Ms. Tang received a Director’s emolument of HK$130,000. The Director’s emolument was based on mutual agreement between the Board and Ms. Tang and Ms. Tang’s responsibilities and duties in the Company as well as the prevailing market conditions.

APPENDIX I

BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Ms. Tang did not have any relationships with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company as at the Latest Practicable Date.

Save as disclosed, there is no information required to be disclosed relating to Ms. Tang that is required to be disclosed pursuant to any of the requirements under Rule 13.51(2) of the Listing Rules, and there are no other matters relating to her re-election as an independent non-executive Director that need to be brought to the attention of the Shareholders.

33 -

APPENDIX II

EXPLANATORY STATEMENT

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 repurchased 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 as a whole to have a general authority from the Shareholders to enable the Directors to repurchase Shares on the market. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time of repurchasing Shares, lead to the Directors resolving to cancel the Shares bought back following settlement of any such repurchased Shares or hold them as treasury shares. Shares repurchased for cancellation may lead to an enhancement of the net assets value per Share and/or earnings per Share. Shares repurchased and held by the Company as treasury shares may be resold on the market at market prices to raise funds for the Company, or transferred or used for other purposes, subject to compliance with the Listing Rules, the Bye-Laws, and the laws of Bermuda. Repurchases of Shares will only be made when the Directors believe that a repurchase will benefit the Company and the Shareholders as a whole.

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 to the financial position of the Company as at 31 December 2024 (being the date of its latest audited consolidated financial statements), 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 an extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

APPENDIX II

EXPLANATORY STATEMENT

If the Company purchases any Shares pursuant to the Repurchase Mandate, the Company will either (i) cancel the Shares repurchased, and/or (ii) hold such Shares in treasury for subsequent sale or transfer subject to market conditions and the Company's capital management needs at the relevant time any repurchases of Shares are made. If the Company holds any treasury shares, any sale or transfer of treasury shares will be made pursuant to the terms of the Issue Mandate and in accordance with the Listing Rules and applicable laws and regulations of Bermuda.

For the treasury shares deposited with the Central Clearing and Settlement System ("CCASS") pending resale on the Stock Exchange, the Company has appropriate measures to ensure that it would not exercise any Shareholders' rights or receive any dividends or entitlements which would otherwise be suspended under the relevant laws if those repurchased Shares were registered in the Company's name as treasury shares. The Company has implemented the following measures in place: (i) the Company would procure its broker not to give any instructions to Hong Kong Securities Clearing Company Limited to vote at any general meetings of the Company for the treasury shares deposited with CCASS; (ii) the Company will provide information on the repurchased Shares to and instruct the Bermuda principal share registrar of the Company and/or the Hong Kong branch share registrar of the Company, where appropriate, to deny the Company from exercising any Shareholders' rights or receiving any dividends or entitlements that would otherwise be suspended under the applicable laws if those repurchased Shares were registered in the name of the Company as treasury shares; and (iii) take any other measures to ensure that the Company will not exercise any Shareholders' rights or receive any dividends or entitlements that would otherwise be suspended under the applicable laws if those Shares were registered in its name as treasury shares.

UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to exercise the power of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of Bermuda (being the jurisdiction in which the Company was incorporated), the memorandum of association of the Company and the Bye-Laws.

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 under the Repurchase Mandate.

APPENDIX II

EXPLANATORY STATEMENT

DIRECTORS' CONFIRMATION

The Directors confirm that this explanatory statement contains all of the information required under Rule 10.06(1)(b) of the Listing Rules, and neither this explanatory statement nor the proposed share repurchases under the Repurchase Mandate has any unusual features.

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, Dr. Jay Chun and August Profit Investments Limited, a company wholly-owned by Dr. Jay Chun (together, the "Chun and Associate"), were 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 and cancel the repurchased Shares, the interests of the Chun and Associate would be increased to approximately 66.63% of the issued share capital of the Company. In the opinion of the Directors, such increase 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 the total issued share capital of the Company in public hands to below 25% which is the minimum prescribed public float requirement under the Listing Rules.

36 -

APPENDIX II

EXPLANATORY STATEMENT

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
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2024 | | |
| April | 0.95 | 0.81 |
| May | 0.92 | 0.85 |
| June | 0.89 | 0.80 |
| July | 0.89 | 0.80 |
| August | 0.88 | 0.80 |
| September | 0.89 | 0.82 |
| October | 1.10 | 0.82 |
| November | 1.10 | 0.86 |
| December | 1.09 | 0.89 |
| 2025 | | |
| January | 1.00 | 0.80 |
| February | 2.07 | 0.86 |
| March | 2.70 | 1.92 |
| April (up to and including the Latest Practicable Date) | 2.20 | 1.45 |

SHARE REPURCHASE MADE BY THE COMPANY

The Company had not repurchased any Shares on the Stock Exchange during the six months period preceding the Latest Practicable Date.

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE OPTION SCHEME

The following is a summary of the principal terms of the 2025 Share Option Scheme proposed to be approved by the Shareholders at the Annual General Meeting. It does not form part of, nor is it intended to be part of, the rules of the 2025 Share Option Scheme.

PURPOSES OF THE 2025 SHARE OPTION SCHEME

The purposes of the 2025 Share Option Scheme are to enable the Group to (a) recognise and acknowledge the contributions that Eligible Participants have made or may make to the Group (whether directly or indirectly), remunerate the best possible quality of the Eligible Participants, and attract, retain and motivate the Eligible Participants to continue to contribute to the growth and development of the Group; (b) provide the Eligible Participants with direct economic benefits in order to maintain a long term relationship between the Group and the Eligible Participants; and (c) align the interest of the Eligible Participants with those of the Shareholders to promote the long-term performance (whether in financial, business and operational aspects) of the Group.

APPROVAL CONDITIONS

The 2025 Share Option Scheme shall take effect upon the satisfaction of the following conditions:

(a) the passing of the necessary resolution(s) by the Shareholders at general meeting as required by the Bye-Laws for approving the adoption of the 2025 Share Option Scheme and authorising the Directors to grant Share Options to subscribe for the Shares under the 2025 Share Option Scheme and to allot, issue and deal with the Shares (including the transfer of treasury shares) pursuant to the exercise of any Share Options to be granted under the 2025 Share Option Scheme; and

(b) the Listing Committee of the Stock Exchange granting approval for the listing of and permission to deal in the Shares to be allotted and issued by the Company pursuant to the exercise of the Share Options in accordance with the terms and conditions of the 2025 Share Option Scheme.

DURATION AND ADMINISTRATION

The 2025 Share Option Scheme shall be valid and effective for a period of ten (10) years commencing on the Adoption Date. However, the Company may by resolution at general meeting at any time terminate the 2025 Share Option Scheme. Upon the expiry or termination of the 2025 Share Option Scheme, no further Share Options may be offered or granted under the 2025 Share Option Scheme but the provisions of the 2025 Share Option Scheme shall remain in full force and effect to the extent necessary to give effect to the exercise of any Share Options granted prior thereto.

The 2025 Share Option Scheme shall be subject to the administration of the Board, whose decision shall be final, conclusive and binding on all parties.

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE OPTION SCHEME

4. WHO MAY JOIN AND BASIS FOR DETERMINING ELIGIBILITY

The Board shall have the absolute discretion to determine whether a person is qualified to be (or, where applicable, continues to qualify to be) an Eligible Participant and/or Selected Participant, which may include any Employee Participant, Related Entity Participant and Service Provider.

In determining the basis of eligibility of each Employee Participant, the Board shall take into account of factors including but not limited to the experience of the Employee Participant on the Group’s businesses, the length of service of the Employee Participant with the Group, the individual performance, time commitment, responsibilities or employment conditions with reference to the prevailing market practice and industry standard and the individual contribution or potential contribution to the development and future growth of the Group.

In determining the basis of eligibility of each Related Entity Participant, the Board shall take into account of factors including but not limited to: (a) the positive impact brought by, or expected from, the Related Entity Participant on the Group’s business in terms of, amongst other things, an increase in revenue or profits and/or an addition of expertise to the Group; (b) the period of engagement or employment of the Related Entity Participant by the Group; (c) the number, scale and nature of the projects in which the Related Entity Participant is involved; (d) whether the Related Entity Participant has or is expected to refer or introduce opportunities to the Group which have or are likely to materialise into further business relationships; and (e) the materiality and nature of the business relations of holding companies, fellow subsidiaries or associated companies with the Group and the Related Entity Participant’s contribution in such holding companies, fellow subsidiaries or associated companies of the Group which may benefit the core business of the Group through a collaborative relationship.

Service Providers who are eligible under the 2025 Share Option Scheme are categorised into (a) contractors, distributors and suppliers; and (b) partners and advisers of any member of the Group who provide services to the Group to support the Group’s business activities for the time being and in the future, but for the avoidance of doubt shall exclude any placing agent or financial adviser providing advisory services for fundraising, mergers or acquisitions, and other professional services provider such as auditors or valuers who provide assurance or are required to perform their services with impartiality and objectivity. Set out below are the detailed descriptions of each

39 -

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE OPTION SCHEME

category of Service Providers and the specific criteria for determining the eligibility of each type of Service Providers, on a case by case basis, under the 2025 Share Option Scheme:

Category of Service Provider	Contribution to the Group	Criteria for determining eligibility
(a) Contractors, distributors and suppliers	Service Providers under this category are contractors, distributors and suppliers which the Group engages for its day-to-day operation in the business of the Group through the provision of services or products to the Group to render day-to-day management and operation services.	(i) The background, expertise, professional qualifications and industry experience of the Service Provider;
		(ii) the performance of the Service Provider and track record, including whether the Service Provider has a proven track record of delivering quality services or goods;
		(iii) the scale of the Service Provider’s business dealings with the Group with regard to factors such as income or savings in terms of expenses attributable to such Service Provider, the materiality and nature of such business relationship with the Group (such as whether they relate to the core business of the Group and whether such business dealings could be readily replaced by third party(ies));
		(iv) the Group’s period of engagement of or collaboration with the Service Provider;
		(v) the prevailing market fees chargeable by comparable services providers; and
		(vi) the Service Provider’s actual or potential contribution to the Group with regard to factors such as the actual or expected reduction in costs of the Group or increase in revenue or profit of the Group.

40 -

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE OPTION SCHEME

Category of Service Provider	Contribution to the Group	Criteria for determining eligibility
(b) Partners and advisers	Service Providers under this category include partners and advisers who provide advisory and/or consulting services to the Group's principal business or day-to-day operation in the fields of marketing and promotion services and technical services.

(ii) the performance of the Service Provider and track record, including whether the Service Provider has a proven track record of delivering quality services or goods (if any);

(iv) the Group's period of engagement of or collaboration with the Service Provider;

(v) the ability of the Service Provider to maintain the quality of services;

(vii) the business opportunities and external connections that the Service Provider has introduced or will potentially introduce to the Group. |

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE OPTION SCHEME

5. RESTRICTION ON THE TIMING OF GRANT OF SHARE OPTIONS

No grant of the Share Option shall be made under the 2025 Share Option Scheme:

(a) where the Company is in possession of inside information (as defined under the SFO) until (and including) the trading day after such inside information has been announced by the Company pursuant to the relevant requirements of the Applicable Laws. In particular, no such actions should be taken during the period immediately preceding the earlier of:

(i) 60 days preceding the date of the Board meeting (as such date is first notified to the Stock Exchange in accordance with the Listing Rules) for the approval of the Company's annual results;

(ii) 30 days preceding the date of the Board meeting (as such date is first notified to the Stock Exchange in accordance with the Listing Rules) for the approval of the Company's half-year, quarterly, or other interim period results (whether or not required under the Listing Rules);

(iii) 60 days preceding the deadline for the Company to publish an announcement of its annual results; and

(iv) 30 days preceding the deadline for the Company to publish an announcement of its half-year, or other interim period results (whether or not required under the Listing Rules),

and ending on the date of actual publication of the results announcement; or

(b) where dealings by the Selected Participants are prohibited under any code or requirement of the Listing Rules (including the Model Code for Securities Transactions by Directors of Listed Issuers) or any other applicable laws or regulations from time to time.

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE OPTION SCHEME

6. OFFER AND ACCEPTANCE OF SHARE OPTIONS

Subject to the terms and conditions of the 2025 Share Option Scheme, the Board shall be entitled at any time on a Business Day within a period of ten (10) years commencing on the Adoption Date to make an Offer or Offers to any Selected Participant(s) as the Board may in its absolute discretion select. Such Offer may, on a case-by-case basis and at the Board's discretion, include any conditions, restrictions or limitations in addition to those expressly set forth in the 2025 Share Option Scheme as it may think fit including:

(a) vesting period and conditions, restrictions or limitations relating to the achievement of targets. The performance targets may comprise a mixture of attaining satisfactory financial targets and management targets which shall be determined based on the (i) performance of the Group; (ii) performance of business groups, business units, business lines, functional departments, projects and/or geographical area managed by the Grantee; and/or (iii) individual performance. For example, performance targets may be set in terms of sales, revenue, cash flow, cash collection, return on investment, commencement and completion of projects, customer satisfaction metrics or such other parameters or matters relevant to the roles and responsibilities of the relevant Grantee. For the avoidance of doubt, the performance targets are not applicable to independent non-executive Directors;

(b) clawback mechanism for the Company to recover or withhold any remuneration (which may include Share Options granted) to any Eligible Participants in the event of serious misconduct or other circumstances as the Board may in its absolute discretion determine; and

(c) if applicable, the satisfactory performance of certain obligations by the Grantee as the Board may determine from time to time.

The Share Option shall be deemed to have been granted and accepted when the Company receives a duplicate Offer Letter duly signed from the Grantee together with a remittance of HK$1.00 (or such other nominal sum in any currency as the Board may determine) in favour of the Company as consideration for the grant within twenty-eight (28) days after the date of the Offer Letter or such other period as the Board determines. Such remittance shall in no circumstances be refundable. Once accepted, the Share Option shall be deemed to have been granted as from the date on which it was offered to the relevant Eligible Participant. No Offer shall be capable of or open for acceptance after the expiry of ten (10) years from the Adoption Date. Unless otherwise stated in the terms of the Offer Letter, any offer to grant Share Option to subscribe for Shares may be accepted in respect of less than the number of Shares for which it is offered provided that it is accepted in respect of a board lot for dealing in Shares on the Stock Exchange or an integral multiple thereof and such number is clearly stated in the duplicate Offer Letter constituting acceptance of the Share Option. To the extent that the offer to grant Share Option is not accepted by any prescribed acceptance date, it shall be deemed to have been irrevocably declined and lapsed automatically without notice.

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE OPTION SCHEME

The exercise of any Share Options shall be subject to the Shareholders in general meeting approving any necessary increase in the authorised share capital of the Company (if applicable).

7. MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION

(a) Subject to sub-paragraphs (c), (d) and (e) below, the maximum number of Shares which may be issued upon exercise of all Share Options (involving issue of new Shares (or transfer of treasury shares, as the case may be)) to be granted under the 2025 Share Option Scheme and all share options and share awards to be granted under any Other Schemes shall not, in aggregate, exceed 10% of the Shares in issue (excluding any treasury shares) as at the Adoption Date (the "Scheme Mandate Limit") or the date of approval of the Refreshed Scheme Mandate Limit, whichever is the latest. Share options or share awards lapsed in accordance with the terms of the 2025 Share Option Scheme or the Other Schemes will not be counted for the purpose of calculating the Scheme Mandate Limit.

(b) Subject to sub-paragraphs (a) above and sub-paragraphs (c), (d) and (e) below, within the Scheme Mandate Limit, the maximum number of Shares which may be allotted and issued in respect of all Share Options (involving issue of new Shares (or transfer of treasury shares, as the case may be)) that may be granted under the 2025 Share Option Scheme and all share options and share awards which may be granted under any other share schemes for the time being of the Company to the Service Providers shall not, in aggregate, exceed 1% of the Shares in issue (excluding any treasury shares) as at the Adoption Date (the "Service Provider Sublimit") or the date of approval of the Refreshed Service Provider Sublimit, whichever is the latest. Share options or share awards lapsed in accordance with the terms of the 2025 Share Option Scheme or the Other Schemes will not be counted for the purpose of calculating the Service Provider Sublimit.

(c) The Company may seek approval by the Shareholders in general meeting for "refreshing" the Scheme Mandate Limit and the Service Provider Sublimit after three (3) years from the date of Shareholders' approval for the last refreshment (or the Adoption Date). Any "refreshment" within any three (3) year period must be approved by the Shareholders subject to the following provisions:

(i) any controlling shareholders and their associates (or if there is no controlling shareholder of the Company, Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates) must abstain from voting in favour of the relevant resolution at the general meeting; and

(ii) the Company must comply with the requirements under Rules 13.39(6) and (7), 13.40, 13.41 and 13.42 of the Listing Rules.

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE OPTION SCHEME

The requirements under sub-paragraphs (i) and (ii) above do not apply if the refreshment is made immediately after an issue of securities by the Company to the Shareholders on a pro rata basis as set out in Rule 13.36(2)(a) of the Listing Rules such that the unused part of each of the Scheme Mandate Limit and the Service Provider Sublimit (as a percentage of total number of Shares in issue) upon refreshment is the same as the unused part of each of the Scheme Mandate Limit and the Service Provider Sublimit immediately before the issue of securities, rounded to the nearest whole Share.

(d) Subject to sub-paragraph (e) below, the total number of new Shares which may be issued in respect of all Share Options (involving issue of new Shares (or transfer of treasury shares, as the case may be)) to be granted under the 2025 Share Option Scheme and all share options and share awards to be granted under any Other Schemes under the Scheme Mandate Limit and the Service Provider Sublimit as “refreshed” must not, in aggregate, exceed 10% and 1% of the total number of Shares in issue (excluding any treasury shares) as at the date of approval of the refreshed Scheme Mandate Limit (the “Refreshed Scheme Mandate Limit”) and the refreshed Service Provider Sublimit (the “Refreshed Service Provider Sublimit”), respectively. Upon such renewal, all Share Options granted under the 2025 Share Option Scheme and all share options and share awards granted under any Other Schemes (including those exercised, outstanding, cancelled, lapsed in accordance with the terms of the 2025 Share Option Scheme or any Other Schemes) prior to the approval of such renewal shall not be counted for the purpose of calculating the Refreshed Scheme Mandate Limit or the Refreshed Service Provider Sublimit. A circular must be sent to the Shareholders containing such relevant information from time to time as required by the Listing Rules in connection with the general meeting at which their approval is sought.

(e) The Company may seek separate approval by the Shareholders at general meeting to grant Share Options beyond the Scheme Mandate Limit or the Refreshed Scheme Mandate Limit or the Service Provider Sublimit or the Refreshed Service Provider Sublimit provided that the Share Options in excess of the Scheme Mandate Limit or the Refreshed Scheme Mandate Limit or the Service Provider Sublimit or the Refreshed Service Provider Sublimit are granted only to the Eligible Participants specifically identified by the Company before such approval is sought and the Company must issue a circular to the Shareholders containing such relevant information from time to time as required by the Listing Rules in relation to any such proposed grant to such Eligible Participants.

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SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE OPTION SCHEME

8. MAXIMUM NUMBER OF SHARE OPTIONS TO ANY ONE INDIVIDUAL

The maximum number of new Shares issued and to be issued, and treasury shares transferred or to be transferred, upon exercise of the Share Options already granted or to be granted to each Eligible Participant under the 2025 Share Option Scheme and all share options and share awards granted under any Other Schemes to such Eligible Participant (excluding any share options or share awards lapsed in accordance with the terms of the 2025 Share Option Scheme or any Other Schemes) in any twelve (12) month period up to and including the date of such grant shall not exceed 1% in aggregate of the Shares in issue (excluding any treasury shares) as at the date of such grant. Any grant of further Share Options above this limit shall be subject to the following requirements:

(a) approval by the Shareholders at general meeting, with such Eligible Participant and his/her close associates (or his/her associates if such Eligible Participant is a connected person of the Company) abstaining from voting;

(b) a circular in relation to the proposal for such further grant having been sent by the Company to its Shareholders with such information from time to time as required by the Listing Rules; and

(c) the number and terms (including the Exercise Price) of the Share Options to be granted to such proposed Grantee shall be fixed before the Shareholders' approval mentioned in (a) above.

9. GRANT OF SHARE OPTIONS TO A DIRECTOR, CHIEF EXECUTIVE OR SUBSTANTIAL SHAREHOLDER OF THE COMPANY OR ANY OF THEIR RESPECTIVE ASSOCIATES

Any grant of Share Options to a Director, chief executive or substantial shareholder of the Company, or any of their respective associates must be approved by the independent non-executive Directors (provided that no independent non-executive Director can participate in approving any grant of Share Options to himself or herself).

If the Board is to grant Share Options to a substantial shareholder of the Company or an independent non-executive Director or their respective associates which would result in the number of new Shares issued and to be issued and the treasury shares transferred or to be transferred in respect of all Share Options and share options and share awards under any Other Schemes (excluding any share options and share awards lapsed in accordance with the terms of the relevant schemes) to such person in any twelve (12) months' period up to and including the date of such grant representing in aggregate over 0.1% of the Shares in issue (excluding any treasury shares) or such percentage as prescribed by the Listing Rules from time to time, such further grant of Share Options must be approved by the Shareholders. The Company must send a circular to the Shareholders containing such information as required under the Applicable Laws (including Rule 17.04 of the Listing Rules). The relevant Grantee, his/her associates and all core connected persons

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SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE OPTION SCHEME

of the Company must abstain from voting in favour at such general meeting. Any vote taken at the meeting to approve the grant of such Share Options must be taken by poll in accordance with the Listing Rules. The requirements for the grant to a Director or chief executive of the Company set out in Rule 17.04 of the Listing Rules do not apply where the Grantee is only a proposed director or chief executive of the Company.

10. VESTING PERIOD

A Share Option must be held for at least twelve (12) months from the grant date before such Share Option can be exercised, provided for Employee Participants, at the Board's sole and absolute discretion, a shorter vesting period may be granted to an Employee Participant in the following circumstances:

(a) grants of “make-whole” share options to new joiners to replace the share awards or share options they forfeited when leaving their previous employers;

(b) grants to an Employee Participant whose employment is terminated due to death or Disability or event of force majeure;

(c) grants with performance-based vesting conditions provided in the 2025 Share Option Scheme or as specified in the Offer Letter in lieu of time-based vesting criteria; or

(d) grants of Share Options that are made in batches during a year due to administrative or compliance requirements which may be subject to any changes made to the applicable laws, regulations and rules in the jurisdictions which the Employee Participants and the Group are subject to and not connected with the performance of the relevant Employee Participant, which include Share Options that should have been granted earlier if not for such administrative or compliance requirements but had to wait for subsequent batch, in which case the vesting period may be shortened to reflect the time from which the Share Options would have been granted if not for such administrative or compliance requirements, which allows flexibility for the Company to reward Employee Participants in case of delays due to administrative or compliance requirements.

11. CLAWBACK

Upon the occurrence of any of the following events (as solely determined by the Board) in relation to a Grantee, no further Share Options shall be granted to such Grantee and the Share Options granted to such Grantee shall be clawed back and such Share Options shall lapse accordingly on the date as determined by the Board (if such Share Options are unvested):

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SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE OPTION SCHEME

of the Grantee being an Eligible Participant by reason of his/her employment with the relevant company and if so determined by the Board) on any other ground on which an employer would be entitled to terminate such Grantee’s employment at common law or pursuant to any applicable laws or under the Grantee’s service contract with the relevant company. A resolution of the Board or the board of directors of the relevant company stating whether the employment or directorship of a Grantee has or has not been terminated on one or more of the grounds specified in this paragraph 11(a) shall be conclusive;

(b) the Grantee has failed to discharge, or failed to discharge properly, his/her duties or fail to comply with the Company’s internal policies, adhere to the terms of his/her employment agreement, or demonstrate a satisfactory level of performance and thereby resulting in serious loss in assets and other serious and adverse consequences to any member of the Group;

(c) the Grantee has been sanctioned by the Stock Exchange, or is subject to any disciplinary actions imposed by the Securities and Futures Commission of Hong Kong or has been convicted of any criminal offence;

(d) Grantee has failed to comply with any non-compete covenants or restrictive covenants or any terms and conditions of a similar effect applicable to the Grantee (if any) pursuant to any internal guideline(s) adopted by the Company (as amended, supplemented or modified from time to time);

(e) the granting of any Share Option, or its becoming exercisable was based on material misstatements in financial statements or any other materially inaccurate performance metric criteria; or

(f) the Share Option to the Grantee will no longer be appropriate and aligned with the purpose of the 2025 Share Option Scheme.

Where a Share Option granted to any Grantees has vested but not yet exercised at the time when such Share Option is clawed back pursuant to paragraph 11, the relevant Share Option shall automatically lapse on the date as determined by the Board and shall no longer be exercisable.

Where a Share Option granted to any Grantee has vested and already exercised at the time when such Share Option is clawed back pursuant to paragraph 11, the Grantee shall return to the Company, as determined by the Board at its sole and absolute discretion, either (i) the exact number of the relevant vested and clawed back underlying Shares in respect of such Share Option, or (ii) the monetary amount equivalent to the Value of the relevant underlying Share(s) of the Share Option (I) on the grant date, or (II) on the date of vesting of the relevant Share Option, or (III) on the date of such clawback (as determined by the Board at its sole and absolute discretion which will be informed to the Grantee).

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SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE OPTION SCHEME

Where a Share Option (or any part thereof) granted to a Grantee is unvested at the time when such Share Option is clawed back pursuant to this paragraph 11, such Share Option (or any part thereof) subject to clawback will lapse on the date as determined by the Board and the relevant Shares will not vest on the relevant date of vesting of the relevant Share Option and the relevant Shares will not be counted for the purpose of the Scheme Mandate Limit.

For the purpose of paragraph 11, "Value" of one share of the relevant underlying shares of the Share Options is the average closing price of one ordinary share of the Company as stated in the Stock Exchange's daily quotations sheets for the five (5) business days immediately preceding the relevant date of determination (being the grant date, the date of vesting or the date of clawback, as applicable).

12. EXERCISE PRICE

Subject to any adjustment made pursuant to paragraph 16, the Exercise Price in respect of any particular Share Option shall be a price determined by the Board and stated in the Offer Letter, and shall be at least the higher of:

(a) the closing price of the Shares as stated in the Stock Exchange's daily quotations sheet on the grant date of the Offer, which must be a Business Day;

(b) the average of the closing prices of the Shares as stated in the Stock Exchange's daily quotation sheets for the five (5) Business Days immediately preceding the grant date of the Offer; and

13. EXERCISE OF SHARE OPTION

Subject to the other terms and conditions of the Offer, sufficient authorised share capital being available, and any other reasonable actions required by the Board, the Share Option may be exercised in whole or in part by the Grantee or his/her Personal Representative (if applicable) within the relevant Exercise Period, being such period as determined and notified by the Board to the Grantee which shall not be more than ten (10) years from the Grant Date.

Subject to the restrictions stated in the foregoing paragraph, the Grantee shall give notice in writing to the Company stating that the Share Option is thereby exercised and the number of Shares in respect of which it is exercised. Each such notice must be accompanied by a remittance for the full amount of the Exercise Price and any applicable taxes for the Shares in respect of which the notice is given. Any notice given without such relevant remittance in full shall be invalid. Within twenty-eight (28) Business Days (excluding any period(s) of closure of the Company's share register) after receipt of the notice together with remittance of the relevant Exercise Price in full and, where appropriate, receipt of the certificate given by the Auditor or an independent financial adviser under sub-paragraph 16(c) below, the Company shall allot and issue the relevant number of

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SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE OPTION SCHEME

Shares and/or transfer the relevant number of treasury shares to the Grantee credited as fully paid and issue to the Grantee, or the Personal Representative (if applicable) a share certificate in respect of the Shares so allotted, issued, and/or transferred.

14. RESTRICTIONS ON EXERCISE OF SHARE OPTIONS

Subject to the Applicable Laws and as provided in the 2025 Share Option Scheme, the Share Options may be exercised by the Grantee at any time during the applicable Exercise Period, provided that, unless otherwise determined to the contrary by the Board:

(a) in the event of the Grantee ceasing to be an Eligible Participant due to retirement as determined by the Board, then:

(i) he/she may exercise the Share Options (to the extent exercisable and not already exercised) either in full or in part until the earlier of the expiry of (I) the Exercise Period; and (II) six (6) months following his/her retirement, or such longer period as the Board may determine; and

(ii) the Share Options that have not become exercisable will lapse automatically on the date of retirement of the Grantee or another date as determined by the Board;

(b) in the event that the Grantee ceasing to be an Eligible Participant due to the reasons of a Group member (including but not limited to layoff or change of business), and the Grantee is not dismissed due to Culpable Termination, then:

(i) he/she may exercise the Share Options (to the extent exercisable and not already exercised) either in full or in part until the earlier of the expiry of (I) the Exercise Period; and (II) six (6) months following his/her cessation of employment, or such longer period as the Board may determine; and

(ii) the Share Options that have not become exercisable will lapse automatically on the date of cessation of employment of the Grantee or another date as determined by the Board;

(c) in the event of death of the Grantee (being an individual) or the Grantee (being an individual) ceasing to be an Eligible Participant by reason of Disability, then:

(i) his/her Personal Representative(s) may exercise the Share Options (to the extent exercisable and not already exercised) either in full or in part until the earlier of the expiry of (I) the Exercise Period; and (II) twelve (12) months following the date on which, as the case may be, (A) the Personal Representative(s) is granted an authorisation letter (which is issued by the relevant Group member confirming death of the Grantee) or (B) the Grantee becomes Disabled, or such longer period as the Board may determine; and

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SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE OPTION SCHEME

(ii) the Share Options that have not become exercisable will lapse automatically on the date on which, as the case may be, (A) the Personal Representative(s) is granted the authorisation letter or (B) the Grantee becomes Disabled;

(d) in the event of the Grantee ceasing to be an Eligible Participant for any reasons other than his/her death or Disability, Bankruptcy or Culpable Termination of the Eligible Participant or in the circumstances as described in sub-paragraphs (a), (b), (c) above, and unless otherwise determined by the Board, then the limitations to the Exercise Period and exercise rights of the Share Options in sub-paragraphs (b)(i) and (b)(ii) above apply;

(e) in the event of a compromise or arrangement between the Company and its members and/or creditors, pursuant to the Companies Act, is proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Company shall give notice (together with a notice of the existence of the provisions of this subparagraph) to all the Grantees (or his/her Personal Representative(s)) on the same day as it despatches to members and/or creditors of the Company a notice summoning the meeting to consider such a compromise or arrangement, and each Grantee (or his/her Personal Representative(s)) shall be entitled to exercise his/her Share Options (to the extent not already exercised) in full or in part (but shall be conditional upon such compromise or arrangement being sanctioned by the court and becoming effective) at any time prior to 12 noon (Hong Kong time) on the business day immediately preceding the date of the meeting directed to be convened by the relevant court for the purposes of considering such compromise or arrangement and if there are more than one meeting for such purpose, the date of the first meeting. Upon such compromise or arrangement becoming effective, all Share Options shall lapse except insofar as previously exercised under the 2025 Share Option Scheme. The Company may require the Grantee (or his/her Personal Representative(s)) to transfer or otherwise deal with the Shares issued as a result of the exercise of the Share Options in these circumstances so as to place the Grantee in the same position as nearly as would have been the case had such Shares been subject to such compromise or arrangement;

(f) if a general offer (whether by way of take-over offer or share buy-back offer or otherwise in like manner (other than by way of scheme of arrangement pursuant to sub-paragraph (g) below) is made to all the holders of Shares and the Grantees (or all such holders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or in concert with the offeror), and the same having been approved in accordance with Applicable Laws and regulatory requirements becomes, or is declared unconditional, the Grantee (or his/her Personal Representative(s)) shall be entitled to exercise his/her Share Options (to the extent not already exercised) in full at any time within fourteen (14) days after the date on which such general offer becomes or is declared unconditional; and

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SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE OPTION SCHEME

(g) if an offer is made to all the holders of Shares by way of a scheme of arrangement and such scheme of arrangement has been approved by the necessary number of holders of Shares and the Grantees (or all such holders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or in concert with the offeror) at the requisite meetings prior to the expiry date of the relevant Share Option, notwithstanding any other terms on which the Share Option was granted, the Grantee may by notice in writing after the meetings and up to the record date for determining entitlements under such scheme of arrangement exercise the Share Option in full or in part, and to the extent that it has not been so exercised, the right to exercise the Share Option shall terminate immediately on the record date for determining entitlements under such scheme of arrangement.

15. LAPSE OF SHARE OPTION

The Share Option (to the extent not already exercised) shall automatically lapse and not be exercisable on the earliest of:

(a) the expiry of the Exercise Period;

(b) the breach of the terms and restrictions on transfer and assignment of the Share Option under paragraph 18 below;

(d) the date of commencement of the winding-up of the Company;

(e) the date on which the relevant Eligible Participant ceases to be eligible by reason of Culpable Termination;

(f) the occurrence of Bankruptcy of the Grantee, unless otherwise determined to the contrary by the Board; and

(g) the date on which the Grantee commits a breach of any terms or conditions attached to the grant of the Share Option, unless otherwise determined to the contrary by the Board.

16. REORGANISATION OF CAPITAL STRUCTURE

(a) In the event of any alteration in the capital structure of the Company while any Share Option remains exercisable, whether by way of a capitalisation issue, rights issue, bonus issue, subdivision or consolidation of Shares, or a reduction of share capital of the Company (other than any alteration in the capital structure of the Company as a result of an issue of Shares as consideration in a transaction to which the Company is a party), the Board shall determine and direct that such corresponding adjustments be made in:

(i) the number of Shares subject to the Share Options so far as unexercised; and/or

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE OPTION SCHEME

(ii) the Exercise Price; and/or
(iii) the number of Shares subject to the 2025 Share Option Scheme.

For the avoidance of doubt, the issue of securities as consideration in a transaction may not be regarded as a circumstance requiring adjustment.

The adjustments to be made in respect of each adjustment event in principle are set out as follows:

I. Capitalisation issue, rights issue and bonus issue

(a) the number of Shares subject to the Share Options so far as unexercised

$$
\mathrm {Q} = \mathrm {Q} _ {0} \times \mathrm {F}
$$

Where

$\mathrm{Q} =$ number of Shares subject to the Share Options so far as unexercised after adjustment

$\mathrm{Q}_0 =$ number of Shares subject to the Share Options so far as unexercised before adjustment

$$
\mathrm {F} = \frac {\mathrm {C U M}}{\mathrm {T E E P}}
$$

CUM = closing price of the Share as shown in the Stock Exchange's daily quotations sheet on the last day of trading before going ex-entitlement

TEEP (Theoretical Ex Entitlement Price) = $\frac{\mathrm{CUM} + (\mathrm{M} \times \mathrm{R})}{1 + \mathrm{M}}$

$\mathrm{M} =$ entitlement per existing Share

$\mathrm{R} =$ subscription price

(b) the Exercise Price relating to Share Options so far as unexercised

$$
\mathrm {P} = \mathrm {P} _ {0} \times \frac {1}{\mathrm {F}}
$$

Where

$\mathrm{P} =$ Exercise Price after adjustment

$\mathrm{P}_0 =$ Exercise Price before adjustment

For F, please see the definition in I(a) above

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE OPTION SCHEME

II. Consolidation or subdivision of Shares

(a) the number of Shares subject to the Share Options so far as unexercised

$$
Q = Q _ {0} \times F
$$

Where

$Q =$ number of Shares subject to the Share Options so far as unexercised after adjustment

$Q_{0} =$ number of Shares subject to the Share Options so far as unexercised before adjustment

$F =$ consolidation or subdivision factor

(b) the Exercise Price relating to Share Options so far as unexercised

$$
\mathrm {P} = \mathrm {P} _ {0} \times \frac {1}{\mathrm {F}}
$$

Where

$\mathrm{P} =$ Exercise Price after adjustment

$\mathrm{P_0} =$ Exercise Price before adjustment

$\mathrm{F} =$ consolidation or subdivision factor

(i) the adjustments must give a Grantee the same proportion of the equity capital, rounded to the nearest whole number, as that to which that Grantee was previously entitled, but no such adjustments may be made to the extent that Shares would be issued at less than their nominal value;

(ii) the adjustments must be made in accordance with the Applicable Laws and any other requirements or guidance by the Stock Exchange, if applicable;

(iii) if the Company conducts a consolidation or subdivision of the Shares after the date of approval of the 2025 Share Option Scheme, the maximum number of Shares that may be issued upon exercise of all Share Options to be granted under the 2025 Share Option Scheme and all share options and share awards to be granted under any Other Schemes under the Scheme Mandate Limit and

APPENDIX III

SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE OPTION SCHEME

the Service Provider Sublimit as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same; and

(iv) if the Company conducts a consolidation or subdivision of the Shares after the date of approval of the renewal of the Scheme Mandate Limit and the Service Provider Sublimit by the Shareholders at general meeting, the maximum number of Shares that may be issued upon exercise of all Share Options to be granted under the 2025 Share Option Scheme and all share options and share awards to be granted under any Other Schemes under the Refreshed Scheme Mandate Limit and the Refreshed Service Provider Sublimit as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same.

(d) In respect of any adjustments required under sub-paragraph 16(a) above (other than any made on a capitalisation issue), the Auditor or an independent financial adviser appointed by the Company must certify to the Directors in writing that the adjustments satisfy the requirements set out under sub-paragraph 16(b) above. In giving the certificate, the Auditor or the independent financial adviser appointed by the Company shall be deemed to be acting as expert and not as arbitrator and their certificate shall, in the absence of manifest error, be final, conclusive and binding on the Company and all persons who may be affected. The costs of the Auditor or the independent financial adviser appointed by the Company for the purpose of and in connection with the 2025 Share Option Scheme shall be borne by the Company.

17. RANKING OF SHARES

The Shares to be allotted and issued (and, together with treasury shares which may be transferred, as applicable) upon the exercise of the Share Options shall be subject to all the provisions of the Bye-Laws and the Applicable Laws in force as at the Allotment Date and shall rank pari passu in all respects with the existing fully paid Shares in issue on the Allotment Date and accordingly shall entitle the holder to the same voting, dividend, transfer and other rights, including those arising on liquidation of the Company as attached to other fully-paid Shares in issue on or after the Allotment Date. Share Options do not carry any right to vote at general meetings, or any dividend, transfer or other rights (including those arising on the winding-up of the Company).

18. RIGHTS ARE PERSONAL TO GRANTEE

The Share Option shall be personal to the Grantee and shall not be assignable and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any third party over or in relation to any Share Option, except for the transmission of the Share Option on the death of the Grantee or the Grantee becoming Disabled according to the terms of the 2025

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SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE OPTION SCHEME

Share Option Scheme and Applicable Laws or where a waiver has been granted by the Stock Exchange. Any breach of the this paragraph 18 and any of the restriction on transfer and assignment of Share Option hereunder shall cause the relevant Share Option to lapse automatically.

19. ALTERATION OF THE 2025 SHARE OPTION SCHEME

The 2025 Share Option Scheme may be altered in any respect by resolution of the Board for the following alterations which may be effected only with the prior approval by the Shareholders at general meeting:

(a) any alterations of the terms and conditions of the 2025 Share Option Scheme which are of a material nature or any alterations to the provisions relating to the matters set out in Rule 17.03 of the Listing Rules to the advantage of the Grantees or prospective Grantees;

(b) any change to the terms of Share Options granted to a Selected Participant must be approved by the Board, the Remuneration Committee, the independent non-executive Directors and/or the Shareholders (as the case may be) if the initial grant of the Share Options was approved by the Board, the Remuneration Committee, the independent non-executive Directors and/or the Shareholders (as the case may be) except where such alterations take effect automatically under the existing terms of the 2025 Share Option Scheme; and

(c) any change to the authority of the Board in relation to any alterations to the terms of the 2025 Share Option Scheme,

provided always that the amended terms of the 2025 Share Option Scheme must continue to comply with the relevant provisions of the Listing Rules (including Chapter 17 of the Listing Rules) and any other Applicable Laws.

20. TERMINATION

Save as upon the expiry of the term of the 2025 Share Option Scheme, the Company may by resolution at general meeting terminate the operation of the 2025 Share Option Scheme at any time under the circumstances where the Shareholders determine appropriate, such as but not limited to where the Shareholders are of the view that the 2025 Share Option Scheme can no longer serve its designated purposes or when a new share option scheme is proposed to be adopted to replace the 2025 Share Option Scheme. In such event, no further Share Options may be offered or granted under the 2025 Share Option Scheme but the provisions of the 2025 Share Option Scheme shall remain in full force and effect to the extent necessary to give effect to the exercise of any Share Options granted prior to the termination or otherwise as may be required in accordance with the terms and conditions of the 2025 Share Option Scheme.

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SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE OPTION SCHEME

21. CANCELLATION

Any Share Option may be cancelled in whole or in part and at any time if agreed between the Company and the relevant Grantee or otherwise in accordance with the terms and conditions of the 2025 Share Option Scheme. If the Share Option is cancelled and a new Share Option is proposed to be issued to the same Grantee, new Share Options may be issued to a Grantee in place of his/her cancelled Share Options only if there is available Scheme Mandate Limit or Refreshed Scheme Mandate Limit (or, where the Grantee is a Service Provider, the Service Provider Sublimit or the Refreshed Service Provider Sublimit). The Share Options cancelled will be regarded as utilised for the purpose of calculating the Scheme Mandate Limit (or the Refreshed Scheme Mandate Limit, as the case may be) (and the Service Provider Sublimit (or the Refreshed Service Provider Sublimit, as the case may be)).

22. DISCLOSURE IN ANNUAL AND INTERIM REPORTS

The Board shall procure that details of the 2025 Share Option Scheme are disclosed in the Company’s annual and interim reports in compliance with the Listing Rules.

APPENDIX IV

SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE AWARD SCHEME

The following is a summary of the principal terms of the 2025 Share Award Scheme proposed to be approved by the Shareholders at the Annual General Meeting. It does not form part of, nor is it intended to be part of, the rules of the 2025 Share Award Scheme.

PURPOSES OF THE 2025 SHARE AWARD SCHEME

The purposes of the 2025 Share Award Scheme are to enable the Group to (a) recognise and acknowledge the contributions that Eligible Participants have made or may make to the Group (whether directly or indirectly), remunerate the best possible quality of the Eligible Participants, and attract, retain and motivate the Eligible Participants to continue to contribute to the growth and development of the Group; (b) provide Eligible Participants with direct economic benefits in order to maintain a long term relationship between the Group and the Eligible Participants; and (c) align the interest of the Eligible Participants with those of the Shareholders to promote the long-term performance (whether in financial, business and operational aspects) of the Group.

APPROVAL CONDITIONS

The 2025 Share Award Scheme shall take effect upon the satisfaction of the following conditions:

(a) the passing of the necessary resolution(s) by the Shareholders at general meeting as required by the Bye-Laws for approving the adoption of the 2025 Share Award Scheme and authorising the Directors to grant the Award Shares under the 2025 Share Award Scheme and to allot, issue and deal with the Shares in respect of any Share Awards to be granted pursuant to the 2025 Share Award Scheme; and

(b) the Listing Committee of the Stock Exchange granting the approval for the listing of, and permission to deal in, the Shares which may be allotted and issued by the Company in respect of any Share Awards to be granted in accordance with the terms and conditions of the 2025 Share Award Scheme.

DURATION AND ADMINISTRATION

The 2025 Share Award Scheme shall be valid and effective for a period of ten (10) years commencing on the Adoption Date. However, the Company may by resolution at general meeting at any time terminate the 2025 Share Award Scheme. Upon the expiry or termination of the 2025 Share Award Scheme, no further Share Awards may be offered or granted under the 2025 Share Award Scheme but the provisions of the 2025 Share Award Scheme shall remain in full force and effect to the extent necessary to give effect to the vesting of any Share Awards granted prior thereto.

The 2025 Share Award Scheme shall be subject to the administration of the Board, whose decision shall be final, conclusive and binding on all parties.

APPENDIX IV

SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE AWARD SCHEME

4. WHO MAY JOIN AND BASIS FOR DETERMINING ELIGIBILITY

The Board shall have the absolute discretion to determine whether a person is qualified to be (or, where applicable, continues to qualify to be) an Eligible Participant, which may include any Employee Participant, Related Entity Participant, and Service Provider.

Service Providers who are eligible under the 2025 Share Award Scheme are categorised into (a) contractors, distributors and suppliers; and (b) partners and advisers of any member of the Group who provide services to the Group to support the Group’s business activities for the time being and in the future, but for the avoidance of doubt shall exclude any placing agent or financial adviser providing advisory services for fundraising, mergers or acquisitions, and other professional services provider such as auditors or valuers who provide assurance or are required to perform their services with impartiality and objectivity. Set out below are the detailed descriptions of each

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SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE AWARD SCHEME

category of Service Providers and the specific criteria for determining the eligibility of each type of Service Providers, on a case by case basis, under the 2025 Share Award Scheme:

Category of Service Provider	Contribution to the Group	Criteria for determining eligibility
(a) Contractors, distributors and suppliers	Service Providers under this category are contractors, distributors and suppliers which the Group engages for its day-to-day operation in the business of the Group through the provision of services or products to the Group to render day-to-day management and operation services.	(i) The background, expertise, professional qualifications and industry experience of the Service Provider;
		(ii) the performance of the Service Provider and track record, including whether the Service Provider has a proven track record of delivering quality services or goods;
		(iii) the scale of the Service Provider’s business dealings with the Group with regard to factors such as income or savings in terms of expenses attributable to such Service Provider, the materiality and nature of such business relationship with the Group (such as whether they relate to the core business of the Group and whether such business dealings could be readily replaced by third party(ies));
		(iv) the Group’s period of engagement of or collaboration with the Service Provider;
		(v) the prevailing market fees chargeable by comparable services providers; and
		(vi) the Service Provider’s actual or potential contribution to the Group with regard to factors such as the actual or expected reduction in costs of the Group or increase in revenue or profit of the Group.

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SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE AWARD SCHEME

Category of Service Provider	Contribution to the Group	Criteria for determining eligibility
(b) Partners and advisers	Service Providers under this category include partners and advisers who provide advisory and/or consulting services to the Group's principal business or day-to-day operation in the fields of marketing and promotion services and technical services.

(ii) the performance of the Service Provider and track record, including whether the Service Provider has a proven track record of delivering quality services or goods (if any);

(iv) the Group's period of engagement of or collaboration with the Service Provider;

(v) the ability of the Service Provider to maintain the quality of services;

(vii) the business opportunities and external connections that the Service Provider has introduced or will potentially introduce to the Group. |

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SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE AWARD SCHEME

5. GRANT OF AWARD SHARES

(a) Subject to the terms and conditions of the 2025 Share Award Scheme, the Board may, during a period of ten (10) years commencing on the Adoption Date, at its absolute discretion, grant a Selected Participant a Share Award of such number of Shares which shall be subject to such conditions as may be determined by the Board in its absolute discretion.

(b) The Company shall issue the Offer Letter to each Selected Participant in such form as the Board may from time to time determine specifying the Grant Date, the number of Award Shares underlying the Share Awards, the Vesting Dates and such other criteria, conditions, restrictions or limitations in relation thereto in addition to those expressly set forth in the 2025 Share Award Scheme as it may think fit and such further details as the Board may consider necessary including (without prejudice to the generality of the foregoing):

(i) vesting period and conditions, restrictions or limitations relating to the achievement of targets. The performance targets may comprise a mixture of attaining satisfactory financial targets and management targets which shall be determined based on the (i) performance of the Group; (ii) performance of business groups, business units, business lines, functional departments, projects and/or geographical area managed by the Grantee; and/or (iii) individual performance. For example, performance targets may be set in terms of sales, revenue, cash flow, cash collection, return on investment, commencement and completion of projects, customer satisfaction metrics or such other parameters or matters relevant to the roles and responsibilities of the relevant Grantee. For the avoidance of doubt, the performance targets are not applicable to independent non-executive Directors;

(ii) grant price of the Award Shares (if any), which shall be determined by the Board from time to time based on considerations such as the purpose of the Share Awards and the characteristics and profile of the Selected Participant. Such grant price shall be paid to the Company within the time period stipulated in the Offer Letter;

(iii) clawback mechanism for the Company to recover or withhold any remuneration (which may include Share Awards granted) to any Eligible Participants in the event of serious misconduct or other circumstances as the Board may in its absolute discretion determine; and

(iv) if applicable, the satisfactory performance of certain obligations by the Grantee as the Board may determine from time to time.

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SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE AWARD SCHEME

(c) A Share Award is accepted by the Selected Participants when the Company receives from the relevant Selected Participant:

(i) a duly completed and executed duplicate of the Offer Letter; or
(ii) an agreement in such electronic form as may be prescribed by the Company from time to time,

and a remittance of the grant price or, if there is no grant price, a sum of HK$1.00 (or such other nominal sum in any currency as the Board may determine) as consideration for the grant of the Share Award within the time period stipulated in the Offer Letter and in the absence of such provisions, within twenty-eight (28) days after the Grant Date. Such remittance is not refundable under any circumstances.

6. RESTRICTION ON THE TIMING OF GRANT OF SHARE AWARDS

No grant of the Share Award shall be made, no Shares or payment shall be made to the Trustee, and no directions or recommendation to acquire Shares shall be given to the Trustee, under the 2025 Share Award Scheme:

(i) 60 days preceding the date of the Board meeting (as such date is first notified to the Stock Exchange in accordance with the Listing Rules) for the approval of the Company's annual results;
(ii) 30 days preceding the date of the Board meeting (as such date is first notified to the Stock Exchange in accordance with the Listing Rules) for the approval of the Company's half-year, or other interim period results (whether or not required under the Listing Rules);
(iii) 60 days preceding the deadline for the Company to publish an announcement of its annual results; and
(iv) 30 days preceding the deadline for the Company to publish an announcement of its half-year, or other interim period results (whether or not required under the Listing Rules),

and ending on the date of actual publication of the results announcement; or

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SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE AWARD SCHEME

7. MAXIMUM NUMBER OF SHARES TO BE GRANTED

(a) Subject to sub-paragraphs (c), (d) and (e) below, the maximum number of new Shares which may be allotted and issued in respect of all Share Awards (involving issue of new Shares (or transfer of treasury shares, as the case may be)) to be granted under the 2025 Share Award Scheme and all share options and share awards to be granted under any Other Schemes shall not, in aggregate, exceed 10% of the Shares in issue (excluding any treasury shares) as at the Adoption Date (the "Scheme Mandate Limit") or the date of approval of the Refreshed Scheme Mandate Limit, whichever is the latest. Share awards or share options lapsed in accordance with the terms of the 2025 Share Award Scheme or the Other Schemes will not be counted for the purpose of calculating the Scheme Mandate Limit.

(b) Subject to sub-paragraph (a) above and sub-paragraphs (c), (d) and (e) below, within the Scheme Mandate Limit, the maximum number of new Shares which may be allotted and issued in respect of all Share Awards (involving issue of new Shares (or transfer of treasury shares, as the case may be)) that may be granted under the 2025 Share Award Scheme and all share options and share awards which may be granted under any other share schemes for the time being of the Company to the Service Providers shall not, in aggregate, exceed 1% of the Shares in issue (excluding any treasury shares) as at the Adoption Date (the "Service Provider Sublimit") or the date of approval of the Refreshed Service Provider Sublimit, whichever is the latest. Share options or share awards lapsed in accordance with the terms of the 2025 Share Award Scheme or the Other Schemes will not be counted for the purpose of calculating the Service Provider Sublimit.

(c) The Company may seek approval by the Shareholders in general meeting for "refreshing" the Scheme Mandate Limit and the Service Provider Sublimit after three (3) years from the date of shareholders' approval for the last refreshment (or the Adoption Date). Any "refreshment" within any three (3) year period must be approved by the Shareholders subject to the following provisions:

(ii) the Company must comply with the requirements under Rules 13.39(6) and (7), 13.40, 13.41 and 13.42 of the Listing Rules.

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SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE AWARD SCHEME

(d) Subject to sub-paragraph (e) below, the total number of new Shares which may be issued in respect of all Share Awards (involving issue of new Shares (or transfer of treasury shares, as the case may be)) to be granted under the 2025 Share Award Scheme and all share options and share awards to be granted under any Other Schemes under the Scheme Mandate Limit and the Service Provider Sublimit as “refreshed” must not, in aggregate, exceed 10% and 1% of the total number of Shares in issue (excluding any treasury shares) as at the date of approval of the refreshed Scheme Mandate Limit (the “Refreshed Scheme Mandate Limit”) and the refreshed Service Provider Sublimit (the “Refreshed Service Provider Sublimit”), respectively. Upon such renewal, all Share Awards granted under the 2025 Share Award Scheme and all share options and share awards granted under any Other Schemes (including those exercised, outstanding, cancelled, lapsed in accordance with the terms of the 2025 Share Award Scheme or Other Schemes) prior to the approval of such renewal shall not be counted for the purpose of calculating the Refreshed Scheme Mandate Limit or the Refreshed Service Provider Sublimit. A circular must be sent to the Shareholders containing such relevant information from time to time as required by the Listing Rules in connection with the general meeting at which their approval is sought.

(e) The Company may seek separate approval by the Shareholders at general meeting to grant Share Awards beyond the Scheme Mandate Limit or the Refreshed Scheme Mandate Limit or the Service Provider Sublimit or the Refreshed Service Provider Sublimit provided that the Share Awards in excess of the Scheme Mandate Limit or the Refreshed Scheme Mandate Limit or the Service Provider Sublimit or the Refreshed Service Provider Sublimit are granted only to the Eligible Participants specifically identified by the Company before such approval is sought and the Company must issue a circular to the Shareholders containing such relevant information from time to time as required by the Listing Rules in relation to any such proposed grant to such Eligible Participants.

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SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE AWARD SCHEME

8. MAXIMUM NUMBER OF SHARE AWARDS TO ANY ONE INDIVIDUAL

The maximum number of new Shares granted or to be granted to each Eligible Participant under the 2025 Share Award Scheme and all share options and share awards granted under any Other Schemes to such Eligible Participant (excluding any share options or share awards lapsed in accordance with the terms of the 2025 Share Award Scheme or any Other Schemes) in any twelve (12) month period up to and including the date of such grant shall not exceed 1% in aggregate of the Shares in issue (excluding any treasury shares) as at the date of such grant. Any grant of further Share Awards above this limit shall be subject to the following requirements:

(a) such grant has been duly approved, in the manner prescribed by the relevant provisions of Chapter 17 of the Listing Rules, by resolution of the Shareholders in general meeting, at which such person and his/her close associates (as defined under the Listing Rules) (or his/her associates if such person is a connected person) shall abstain from voting;

(b) a circular regarding the grant has been dispatched to the Shareholders in a manner complying with, and containing the information specified in, the relevant provisions of Chapter 17 of the Listing Rules; and

(c) the number and terms of such Award Share are fixed before the general meeting of the Company at which the same are approved.

9. GRANT OF SHARE AWARDS TO A DIRECTOR, CHIEF EXECUTIVE OR SUBSTANTIAL SHAREHOLDER OF THE COMPANY OR ANY OF THEIR RESPECTIVE ASSOCIATES

Any grant of Share Awards to a Director, chief executive or substantial shareholder of the Company, or any of their respective associates must be approved by the independent non-executive Directors (provided that no independent non-executive Director can participate in approving any grant of Share Awards to himself or herself).

(a) If the Board is to grant Share Awards of new Shares to a Director (other than an independent non-executive Director) or chief executive of the Company, or any of their respective associates which would result in the number of new Shares issued and to be issued and treasury shares transferred or to be transferred in respect of all share awards granted (regardless of under the 2025 Share Award Scheme or any Other Schemes but excluding any awards lapsed in accordance with the terms of the relevant schemes) to such person in the twelve (12) month period up to and including the date of such grant representing in aggregate over 0.1% of the Shares in issue (excluding any treasury shares) or such percentage as prescribed by the Listing Rules from time to time; or

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SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE AWARD SCHEME

(b) if the Board is to grant Share Awards of new Shares to a substantial shareholder of the Company or an independent non-executive Director or their respective associates which would result in the number of new Shares issued and to be issued and treasury shares transferred or to be transferred in respect of all Share Awards and all share options and share awards under any Other Schemes granted (excluding any share options and share awards lapsed in accordance with the terms of the relevant schemes) to such person in any twelve (12) month period up to and including the date of such grant representing in aggregate over 0.1% of the Shares in issue (excluding any treasury shares) or such percentage as prescribed by the Listing Rules from time to time,

such further grant of Share Awards of new Shares must be approved by the Shareholders. The Company must send a circular to the Shareholders containing such information as required under the Applicable Laws (including Rule 17.04 of the Listing Rules). The relevant Grantee, his/her associates and all core connected persons of the Company must abstain from voting in favour at such general meeting. Any vote taken at the meeting to approve the grant of such Share Awards must be taken by poll in accordance with the Listing Rules. The requirements for the grant to a Director or chief executive of the Company set out in Rule 17.04 of the Listing Rules do not apply where the Selected Participant is only a proposed Director or chief executive of the Company.

10. APPOINTMENT OF TRUSTEE AND MAINTENANCE OF TRUST

The Board may appoint a Trustee to assist with the administration and vesting of the Share Awards granted pursuant to the 2025 Share Award Scheme. The Company may at any time, but in any event at least three months prior to the Vesting Date of any Award Shares, and after having regard to the requirement under paragraph 6 above:

(a) allot and issue such number of Shares to the Trustee as approved by the Board under the Scheme Mandate Limit or the Refreshed Scheme Mandate Limit granted or to be granted by the Shareholders at general meetings of the Company from time to time for future share awards;

(b) pay to the Trustee such monies in such amount as approved by the Board, and may give directions or a recommendation to the Trustee to apply such monies, paid or already held as part of the funds of the Trust to acquire such number of Shares on the market;

(c) transfer out of treasury that are held as treasury shares to the Trustee and/or other part(ies) so designated (as applicable); and/or;

(d) utilise any Returned Shares held in the Trust,

to satisfy in full the Award Shares which are vested and/or which shall be vested shortly.

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SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE AWARD SCHEME

11. SETTLEMENT AND/OR PAYMENT OF AWARD

Upon the satisfaction of conditions including without limitation, the vesting of the Share Award, the Board may at its absolute discretion to either:

(a) direct and procure the Trustee to release the Award Shares to the Grantees by transferring the number of Award Shares to the Grantees in such manner as determined by the Board in its absolute discretion from time to time;

(b) procure the Company to transfer the number of treasury shares in issue as Award Shares to the Grantee as fully paid up Shares directly. For the avoidance of doubt, the treasury shares (if any), as a source of the Award Shares, shall be held or deposited in a segregated securities account of the Company;

(c) to the extent where it is in the reasonable opinion of the Company not practicable for the Grantee to receive the Award Shares due to legal or regulatory restrictions or otherwise with respect to the Grantee's ability to receive the Share Award in Shares or securities or the Trustee's ability to give effect to any such transfer to the Grantee, procure the Company or direct and procure the Trustee to sell the number of Award Shares on such dates and in such manner as the Board shall in its absolute discretion determine and pay the Grantee the proceeds arising from such sale based on the Actual Selling Price of the Shares in cash; or

(d) no later than three (3) Business Days prior to the Vesting Date of any Share underlying any part of an Award to any Grantee, inform the relevant Grantee that no Share underlying such part of the Award shall be transferred to the Grantee on the Vesting Date and instead the Company shall pay such Grantee the cash value, based on the average closing price of the Shares as stated in the Stock Exchange's daily quotations sheets for the five (5) Business Days immediately preceding the Vesting Date, in lieu of the vesting.

12. VESTING PERIOD

The vesting period in respect of a Share Award for new Shares held by the Eligible Participant must be at least twelve (12) months, provided for Employee Participants at the Board's sole and absolute discretion, a shorter vesting period may be granted to an Employee Participant in the following circumstances:

(a) grants of "make-whole" share awards to new joiners to replace the share awards or share options they forfeited when leaving their previous employers;

(b) grants to an Employee Participant whose employment is terminated due to death or Disability or event of force majeure;

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SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE AWARD SCHEME

(c) grants with performance-based vesting conditions provided in the 2025 Share Award Scheme or as specified in the Offer Letter in lieu of time-based vesting criteria; or

(d) grants of Share Awards that are made in batches during a year due to administrative or compliance requirements which may be subject to any changes made to the applicable laws, regulations and rules in the jurisdictions which the Employee Participants and the Group are subject to and not connected with the performance of the relevant Employee Participants, which include Share Awards that should have been granted earlier if not for such administrative or compliance requirements but had to wait for subsequent batch, in which case the vesting period may be shortened to reflect the time from which the Share Awards would have been granted if not for such administrative or compliance requirements, which allows flexibility for the Company to reward Employee Participants in case of delays due to administrative or compliance requirements.

13. INTEREST IN THE ASSETS OF THE TRUST

(a) A Grantee shall only have a contingent right to receive either the Award Shares or the Actual Selling Price upon the vesting of such Share Award in accordance with the 2025 Share Award Scheme; and

(b) the Trustee and the Grantee shall not exercise the voting rights in respect of any Shares and any other securities (if any) held under the Trust (including but not limited to the Award Shares, any Returned Shares, any bonus Shares, any scrip Shares and any non-cash and non-scrip distribution received in respect of that Award Share). The Trustee holding unvested shares under the 2025 Share Award Scheme, whether directly or indirectly, shall abstain from voting on matters that require Shareholders' approval under the Listing Rules, unless otherwise required by law to vote in accordance with the beneficial owner's direction and such a direction is given. For the avoidance of doubt, any Share Award shall not carry dividend rights until the registration of the Grantee as the holder of the Award Shares in the register of members of the Company.

14. CLAWBACK

Upon the occurrence of any of the following events (as solely determined by the Board) in relation to a Grantee, no further Share Awards shall be granted to such Grantee and the Share Awards already granted to such Grantee shall be clawed back and such Share Awards shall lapse accordingly on the date as determined by the Board (if such Share Awards are unvested):

(a) a Grantee ceases to be an Eligible Participant by reason of the termination of his/her employment or directorship with the relevant company on any one or more of the grounds of misconduct, bankruptcy, insolvency, composition with his creditors or conviction of any criminal offence involving his/her integrity or honesty or (in the case of the Grantee being an Eligible Participant by reason of his/her employment with the relevant company and if so determined by the Board) on any other ground on which an

APPENDIX IV

SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE AWARD SCHEME

employer would be entitled to terminate such Grantee’s employment at common law or pursuant to any applicable laws or under the Grantee’s service contract with the relevant company. A resolution of the Board or the board of directors of the relevant company stating whether the employment or directorship of a Grantee has or has not been terminated on one or more of the grounds specified in this paragraph 14(a) shall be conclusive;

(c) the Grantee has been sanctioned by the Stock Exchange, or was subject to any disciplinary actions imposed by the Securities and Futures Commission of Hong Kong or has been convicted of any criminal offence;

(e) the granting of any Share Awards was based on material misstatements in financial statements or any other materially inaccurate performance metric criteria; or

(f) the Share Awards to the Grantee will no longer be appropriate and aligned with the purpose of this Scheme.

Where a Share Award (or any part thereof) granted to a Grantee has already been vested at the time when such Share Award is clawed back pursuant to this paragraph 14, the Grantee shall return, by the Board’s determination at its sole and absolute discretion, either (i) the exact number of vested and clawed back Share(s), (ii) the monetary amount equivalent to the Value of the relevant Share(s) (I) on the Grant Date, or (II) on the Vesting Date, or (III) on the date of such clawback (as determined by the Board at its sole and absolute discretion which will be informed to the Grantee).

Where a Share Award (or any part thereof) granted to a Grantee is unvested at the time when such Share Award is clawed back pursuant to this paragraph 14, such Share Award (or any part thereof) subject to clawback will lapse on the date as determined by the Board and the relevant Shares will not vest on the relevant Vesting Date and the relevant Shares will not be counted for the purpose of the Scheme Mandate Limit.

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SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE AWARD SCHEME

For the purpose of this paragraph 14, “Value” of the relevant Share(s) is the average closing price of the Share(s) as stated in the Stock Exchange’s daily quotations sheets for the five (5) Business Days immediately preceding the relevant date of determination (being the Grant Date, the Vesting Date or the date of clawback, as applicable).

15. CESSATION AS AN ELIGIBLE PERSON

(a) Unless the Board determines otherwise at its absolute discretion, in the event that the Grantee ceases to be an Eligible Participant at any time prior to the Vesting Date (if any) by reason of:

(i) resignation of the Grantee’s employment with the Group, any outstanding Share Award not yet vested shall lapse automatically on the first day of the termination notice period, or the date when the resignation becomes effective, whichever is earlier;

(ii) termination of the Grantee’s employment or early termination of the contractual engagement with the Group due to a Culpable Termination, any outstanding Share Award not yet vested shall lapse automatically on the first day of the termination notice period, or the date the Grantee ceases to be an employee or officer of the relevant member of the Group, whichever is earlier;

(iii) winding-up of any member of the Group in which the Grantee is employed or is contractually engaged, any outstanding Share Award not yet vested shall be deemed to have lapsed automatically on the date (a) the winding-up order is granted by the court (except voluntary winding-up) or (b) when the special resolution is passed such that the relevant member of the Group be wound up voluntarily;

(iv) death or Disability of the Grantee, any outstanding Share Award not yet vested shall lapse automatically on the date of the Grantee’s death or on the date he or she suffered a Disability, as the case may be; or

(v) the occurrence of Bankruptcy of the Grantee, any outstanding Share Award not yet vested shall lapse automatically on such occurrence.

(b) If a Grantee ceases to be an Eligible Participant for reasons or events other than provided under the 2025 Share Award Scheme, then, any outstanding Share Award not yet vested shall immediately lapse, unless the Board or its delegate(s) determines otherwise at their absolute discretion.

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SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE AWARD SCHEME

16. RIGHTS UPON CHANGE IN CONTROL

If an event of change in control of the Company occurs, whether by way of offer, merger or privatisation by way of a scheme of arrangement, in respect of Award Shares, all the outstanding Share Award will immediately vest on the date when such change of control event becomes or is declared unconditional or at an earlier date as determined by the Board at its sole discretion.

17. REORGANISATION OF CAPITAL STRUCTURE

(a) In the event of any alteration in the capital structure of the Company whilst any Share Award remains unvested, and such event arises from a capitalisation issue, rights issue, bonus issue, consolidation or subdivision of Shares, or a reduction of the share capital of the Company (other than any alteration in the capital structure of the Company as a result of an issue of Shares as consideration in a transaction to which the Company is a party), the Board shall determine and make alterations to the number of Shares to be granted subject to the Share Award so far as unvested.

No purchase price is payable by a Selected Participants upon acceptance or vesting of Award Shares made under the 2025 Share Award Scheme. Henceforth, no adjustment will be made to the purchase price of the Award Shares.

All fractional Shares (if any) arising out of such alteration in the capital structure of the Company in respect of the Award Shares of a Selected Participant shall be deemed as Returned Shares and shall not be transferred to the relevant Selected Participant on the relevant Vesting Date. The Trustee shall hold the Returned Shares to be applied in accordance with the provisions of the rules of the 2025 Share Award Scheme. For the avoidance of doubt, the issue of securities as consideration in a transaction may not be regarded as a circumstance requiring adjustment.

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SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE AWARD SCHEME

The adjustments to be made in respect of each adjustment event in principle are set out as follows:

I. Capitalisation issue, rights issue and bonus issue

$$
Q = Q _ {0} \times F
$$

Where

$Q =$ number of Shares subject to the Share Awards so far as unvested after adjustment

$Q_{0} =$ number of Shares subject to the Share Awards so far as unvested before adjustment

$$
F = \frac {C U M}{T E E P}
$$

CUM = closing price of the Share as shown in the Stock Exchange's daily quotations sheet on the last day of trading before going ex-entitlement

TEEP (Theoretical Ex Entitlement Price) = $\frac{\mathrm{CUM} + (\mathrm{M}\times\mathrm{R})}{1 + \mathrm{M}}$

M = entitlement per existing Share

R = subscription price

APPENDIX IV

SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE AWARD SCHEME

II. Consolidation or subdivision of Shares

$$
Q = Q_0 \times F
$$

Where

Q = number of Shares subject to the Share Awards so far as unvested after adjustment
$Q_0$ = number of Shares subject to the Share Awards so far as unvested before adjustment
F = consolidation or subdivision factor

Any such alteration (other than any made on a capitalisation issue) shall be subject to a written confirmation from an independent financial adviser or the Company’s auditors to the Directors, either generally or as regard any particular Selected Participant, to have given the Selected Participants the same proportion (or rights in respect of the same proportion) of the equity capital, rounded to the nearest whole Share, as that to which that person was previously entitled, provided that no such adjustments shall be made to the extent that a Share would be issued at less than its nominal value. The capacity of the independent financial adviser or the Company’s auditors (as the case may be) in this clause is that of experts and not of arbitrators and their confirmation shall, in the absence of manifest error, be final and binding on the Company and the Selected Participant.

If the Company conducts a consolidation or subdivision of the Shares after the date of approval of the 2025 Share Award Scheme, the maximum number of Shares that may be issued upon exercise of all Share Awards to be granted under the 2025 Share Award Scheme and all share options and share awards to be granted under any Other Schemes under the Scheme Mandate Limit and the Service Provider Sublimit as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same.

If the Company conducts a consolidation or subdivision of the Shares after the date of approval of the renewal of the Scheme Mandate Limit and the Service Provider Sublimit by Shareholders at general meeting, the maximum number of Shares that may be issued upon exercise of all Share Award to be granted under the 2025 Share Award Scheme and all share options and share awards to be granted under any Other Schemes under the Refreshed Scheme Mandate Limit and the Refreshed Service Provider Sublimit as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same.

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SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE AWARD SCHEME

18. TRANSFERABILITY AND OTHER RIGHTS TO AWARD SHARES

Any Share Award granted hereunder but not yet vested shall be personal to the Grantee to whom it is made and shall not be assignable or transferable and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any other person over or in relation to any Share Award, or enter into any agreement to do so. Any breach of this paragraph 18 and any of the restriction on transfer and assignment of Share Award hereunder shall cause the relevant Share Award to lapse automatically.

A Grantee (or the Trustee) shall not be entitled to any dividends or distributions in respect of any Shares underlying the Share Awards granted until such Shares have been allotted and issued or transferred to the Grantee. Subject to the foregoing, the Shares to be allotted and issued or transferred upon the vesting of the Share Awards shall be subject to all the provisions of the Bye-Laws for the time being in force and shall rank pari passu in all respects with, and shall be identical and have the same voting, dividend, transfer and other rights (including those rights arising on a winding-up of the Company) as, the existing fully paid Shares in issue on the date on which those Shares are allotted and issued or transferred pursuant to the vesting of the Share Awards and, without prejudice to the generality of the foregoing, shall entitle the holders to participate in all dividends or other distributions paid or made on or after the date on which Shares are allotted and issued, or transferred, other than any dividends or distributions previously declared or recommended or resolved to be paid or made if the record date thereof precedes the date on which the Shares are allotted and issued or transferred.

19. ALTERATION OF THE 2025 SHARE AWARD SCHEME

Except for the provisions the amendment of which requires Shareholders’ approval pursuant to the Listing Rules, the 2025 Share Award Scheme may be altered in any respect by a resolution of the Board provided that no such alteration shall operate to affect adversely any subsisting rights of any Grantee hereunder except:

(a) where the consent in writing of the Grantees is obtained amounting to three-fourths in nominal value of all Award Shares held by the Trustee on that date; or

(b) with the sanction of a resolution at a meeting of the Grantees passed by not less than three-fourths of the votes cast by the Grantees entitled to vote at the meeting.

Any alterations to the terms and conditions of the 2025 Share Award Scheme which are of a material nature or any alterations to the provisions relating to the matters set out in Rule 17.03 of the Listing Rules to the advantage of Selected Participants or prospective Selected Participants must be approved by the Shareholders at general meeting.

In respect of any proposed amendment in relation to the terms of Share Awards granted to a Selected Participant, it must be approved by the Board, the Remuneration Committee, the independent non-executive Directors and/or the Shareholders (as the case may be) if the initial grant

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SUMMARY OF THE PRINCIPAL TERMS OF THE 2025 SHARE AWARD SCHEME

of the Share Awards was approved by the Board, the Remuneration Committee, the independent non-executive Directors, and/or the Shareholders (as the case may be). This requirement does not apply where the alterations take effect automatically under the existing terms of the 2025 Share Award Scheme.

The amended terms of the 2025 Share Award Scheme or the Award Shares must comply with all applicable laws, rules and regulations (including without limitation Chapter 17 of the Listing Rules).

20. TERMINATION

Save as upon the expiry of the term of the 2025 Share Award Scheme, the Company may by resolution at general meeting terminate the operation of the 2025 Share Award Scheme at any time under the circumstances where the Shareholders determine appropriate, such as but not limited to where the Shareholders are of the view that the 2025 Share Award Scheme can no longer serve its designated purposes or when a new share award scheme is proposed to be adopted to replace the 2025 Share Award Scheme. In such event, no further Share Awards may be offered or granted under the 2025 Share Award Scheme but the provisions of the 2025 Share Award Scheme shall remain in full force and effect to the extent necessary to give effect to the vesting of any Share Awards granted prior to the termination or otherwise as may be required in accordance with the terms and conditions of the 2025 Share Award Scheme.

21. CANCELLATION

The Board in its sole discretion may cancel an Award Share granted but remained unvested with the approval of the Grantee of such Award Share in certain circumstances, including where it is necessary to comply with the laws in the jurisdictions in which the Eligible Participants and the Company are subject to, or in order to comply with the requirements of any securities exchange.

For the avoidance of doubt, where the Company cancels Share Awards granted to a Grantee and makes a new grant to the same Grantee, new Share Awards may be issued to a Grantee in place of his/her cancelled Share Awards only if there is available Scheme Mandate Limit or Refreshed Scheme Mandate Limit (or, where the Grantee is a Service Provider, the Service Provider Sublimit or the Refreshed Service Provider Sublimit). The Share Awards cancelled will be regarded as utilised for the purpose of calculating the Scheme Mandate Limit (or the Refreshed Scheme Mandate Limit, as the case may be) (and the Service Provider Sublimit (or the Refreshed Service Provider Sublimit, as the case may be)).

22. DISCLOSURE IN ANNUAL AND INTERIM REPORTS

The Board shall procure that details of the 2025 Share Award Scheme are disclosed in the Company's annual and interim reports in compliance with the Listing Rules.

NOTICE OF ANNUAL GENERAL MEETING

Paradise

PARADISE ENTERTAINMENT LIMITED

滬彩控股有限公司*

(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

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.
(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.
To authorise the board of directors of the Company to fix the directors’ remuneration.
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.
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)”).
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, 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

for identification purposes only
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NOTICE OF ANNUAL GENERAL MEETING

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

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NOTICE OF ANNUAL GENERAL MEETING

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)."

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

“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.

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

79 -

NOTICE OF ANNUAL GENERAL MEETING

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 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.”

“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

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NOTICE OF ANNUAL GENERAL MEETING

(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 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."

“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;

NOTICE OF ANNUAL GENERAL MEETING

(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;

(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

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NOTICE OF ANNUAL GENERAL MEETING

(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

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.

NOTICE OF ANNUAL GENERAL MEETING

(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.

(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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AI assistant

Paradise Entertainment Limited — Proxy Solicitation & Information Statement 2025

49748_rns_2025-04-29_be63316a-9ab7-4de2-9303-558fc1a3be7e.pdf

PARADISE ENTERTAINMENT LIMITED

滙彩控股有限公司*

PARADISE ENTERTAINMENT LIMITED

滙彩控股有限公司*

INTRODUCTION

RE-ELECTION OF RETIRING DIRECTORS

GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES

FINAL DIVIDEND

CLOSURE OF REGISTER

ADOPTION OF THE 2025 SHARE SCHEMES AND TERMINATION OF THE EXISTING SHARE SCHEMES

The Existing Share Schemes

The 2017 Share Option Scheme

The 2019 Share Award Scheme

Termination of the Existing Share Schemes

The 2025 Share Schemes

Reasons for the adoption of the 2025 Share Schemes

Eligible Participants

The Board's view

Scheme Mandate Limit and Service Provider Sublimit

Vesting period

Basis of determining the exercise price of Share Options and grant price of Award Shares

Performance targets and clawback mechanism

Voting rights of the trustee of the 2025 Share Award Scheme

Conditions precedent of the 2025 Share Schemes

General

ANNUAL GENERAL MEETING

RESPONSIBILITY STATEMENT

RECOMMENDATION

GENERAL

2. Tang Kiu Sam Alice

SHARE CAPITAL

REASONS FOR REPURCHASES

FUNDING OF REPURCHASES

UNDERTAKING OF THE DIRECTORS

DIRECTORS' CONFIRMATION

EFFECT OF THE TAKEOVERS CODE

MARKET PRICE

SHARE REPURCHASE MADE BY THE COMPANY

4. WHO MAY JOIN AND BASIS FOR DETERMINING ELIGIBILITY

5. RESTRICTION ON THE TIMING OF GRANT OF SHARE OPTIONS

6. OFFER AND ACCEPTANCE OF SHARE OPTIONS

7. MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION

8. MAXIMUM NUMBER OF SHARE OPTIONS TO ANY ONE INDIVIDUAL

9. GRANT OF SHARE OPTIONS TO A DIRECTOR, CHIEF EXECUTIVE OR SUBSTANTIAL SHAREHOLDER OF THE COMPANY OR ANY OF THEIR RESPECTIVE ASSOCIATES

10. VESTING PERIOD

11. CLAWBACK

12. EXERCISE PRICE

13. EXERCISE OF SHARE OPTION

14. RESTRICTIONS ON EXERCISE OF SHARE OPTIONS

15. LAPSE OF SHARE OPTION

16. REORGANISATION OF CAPITAL STRUCTURE

II. Consolidation or subdivision of Shares

17. RANKING OF SHARES

18. RIGHTS ARE PERSONAL TO GRANTEE

19. ALTERATION OF THE 2025 SHARE OPTION SCHEME

20. TERMINATION

21. CANCELLATION

22. DISCLOSURE IN ANNUAL AND INTERIM REPORTS

4. WHO MAY JOIN AND BASIS FOR DETERMINING ELIGIBILITY

5. GRANT OF AWARD SHARES

6. RESTRICTION ON THE TIMING OF GRANT OF SHARE AWARDS

7. MAXIMUM NUMBER OF SHARES TO BE GRANTED

8. MAXIMUM NUMBER OF SHARE AWARDS TO ANY ONE INDIVIDUAL

9. GRANT OF SHARE AWARDS TO A DIRECTOR, CHIEF EXECUTIVE OR SUBSTANTIAL SHAREHOLDER OF THE COMPANY OR ANY OF THEIR RESPECTIVE ASSOCIATES

10. APPOINTMENT OF TRUSTEE AND MAINTENANCE OF TRUST

11. SETTLEMENT AND/OR PAYMENT OF AWARD

12. VESTING PERIOD

13. INTEREST IN THE ASSETS OF THE TRUST

14. CLAWBACK

15. CESSATION AS AN ELIGIBLE PERSON

16. RIGHTS UPON CHANGE IN CONTROL

17. REORGANISATION OF CAPITAL STRUCTURE

II. Consolidation or subdivision of Shares

18. TRANSFERABILITY AND OTHER RIGHTS TO AWARD SHARES

19. ALTERATION OF THE 2025 SHARE AWARD SCHEME

20. TERMINATION

21. CANCELLATION

Paradise Entertainment Limited Proxy Solicitation & Information Statement 2025