(1) PROPOSED GENERAL MANDATES TO ISSUE AND TO REPURCHASE SECURITIES; (2) PROPOSED RE-ELECTION OF DIRECTORS; AND (3) NOTICE OF ANNUAL GENERAL MEETING

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 stockbroker or other registered dealer in securities bank manager solicitor professional accountant or other professional adviser.If you have sold or transferred all your securities in China Star Entertainment Limited you should at once hand this circular and the accompanying proxy form to the purchaser or the transferee or to the bank manager stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser or the 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.CHINA STAR ENTERTAINMENT LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 326) (1) PROPOSED GENERAL MANDATES TO ISSUE AND TO REPURCHASE SECURITIES; (2) PROPOSED RE-ELECTION OF DIRECTORS; AND (3) NOTICE OF ANNUAL GENERAL MEETING A notice convening the annual general meeting of China Star Entertainment Limited (the “Company”) to be held at Golden Restaurant 1/F. East Wing Shun Tak Centre 200 Connaught Road Central Hong Kong on Wednesday 26 June 2024 at 4:00 p.m. is set out on pages 14 to 18 of this circular. A proxy form for use at the Annual General Meeting is enclosed with this circular. Such proxy form is also published on the websites of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the Company at www.chinastar.com.hk.Whether or not you intend to attend the meeting you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Tricor Investor Services Limited at 17/F. Far East Finance Centre 16 Harcourt Road Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish. 4 June 2024CONTENTS Page Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board Proposed General Mandates to Issue and to Repurchase Securities . . . . . . . . . . . . . . . . . . . . 3 Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Appendix I – Explanatory Statement on Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . 7 Appendix II – Particulars of Directors proposed to be re-elected . . . . . . . . . . . . . . . . . . . . . 11 Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14DEFINITIONS In this circular unless the context otherwise requires the following expressions have the following meanings: “Annual General Meeting” or the annual general meeting of the Company to be held at Golden “AGM” Restaurant 1/F. East Wing Shun Tak Centre 200 Connaught Road Central Hong Kong on Wednesday 26 June 2024 at 4:00 p.m. a notice of which is set out on pages 14 to 18 of this circular “associates” has the meaning ascribed thereto under the Listing Rules “Board” the board of Directors for the time being or a duly authorised committee thereof “Bonus CBs” the outstanding bonus convertible bonds constituted by the deed polls executed by the Company on 9 January 2013 and 22 January 2014 respectively and issued on the respective dates which are convertible into Shares at the conversion price of HK$0.25 per Share (after adjustment) “Bye-laws” the bye-laws of the Company as may be amended from time to time “close associate(s)” has the meaning ascribed thereto under the Listing Rules “Companies Act” the Companies Act 1981 of Bermuda (as amended) “Company” China Star Entertainment Limited (stock code: 326) an exempted company incorporated in Bermuda with limited liability and the issued Shares of which are listed on the Main Board of the Stock Exchange “connected person(s)” has the meaning ascribed thereto under the Listing Rules “core connected person(s)” has the meaning ascribed thereto under the Listing Rules “Director(s)” the director(s) of the Company “General Mandates” the Repurchase Mandate and the general mandate to issue securities to be sought at the Annual General Meeting “Group” the Company and its subsidiaries “HK$” Hong Kong dollar the lawful currency of Hong Kong 1DEFINITIONS “Hong Kong” Hong Kong Special Administrative Region of The People’s Republic of China “Latest Practicable Date” 30 May 2024 being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Nomination Committee” the Nomination Committee of the Company “Repurchase Mandate” the proposed new general mandate to be sought at the Annual General Meeting to authorise the Directors to repurchase Shares in the manner as set out in the notice of the Annual General Meeting “RMB” Renminbi the lawful currency of The People’s Republic of China “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” the ordinary share(s) of HK$0.01 each in the share capital of the Company “Shareholder(s)” holder(s) of Shares from time to time “Stock Exchange” The Stock Exchange of Hong Kong Limited “substantial shareholder” has the meaning ascribed thereto under the Listing Rules “Takeovers Code” Hong Kong Code on Takeovers and Mergers “%” per cent. 2LETTER FROM THE BOARD CHINA STAR ENTERTAINMENT LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 326) Executive Directors: Registered office: Mr. Heung Wah Keung (Chairman) Victoria Place 5th Floor Ms. Chen Ming Yin Tiffany (Vice Chairman) 31 Victoria Street Ms. Li Yuk Sheung Hamilton HM 10 Bermuda Independent non-executive Directors: Mr. Hung Cho Sing Head office and principal place Mr. Ho Wai Chi Paul of business in Hong Kong: Mr. Tai Kwok Leung Alexander Unit 3409 Shun Tak Centre West Tower 168-200 Connaught Road Central Hong Kong 4 June 2024 To the Shareholders and for information only the holders of Bonus CBs Dear Sir or Madam (1) PROPOSED GENERAL MANDATES TO ISSUE AND TO REPURCHASE SECURITIES; (2) PROPOSED RE-ELECTION OF DIRECTORS; AND (3) NOTICE OF ANNUAL GENERAL MEETING PROPOSED GENERAL MANDATES TO ISSUE AND TO REPURCHASE SECURITIES The Directors have taken the opportunity to convene a meeting of the Shareholders to propose a resolution to grant a general mandate to the Directors to exercise the powers of the Company to allot issue and deal with securities not exceeding 20% of the total number of Shares in the issued share capital of the Company as at the date of the passing of the resolution. As at the Latest Practicable Date there were 2427850479 Shares in issue. Assuming no further Shares are allotted and issued or repurchased between the Latest Practicable Date and the date of the Annual General Meeting the general mandate to be sought at the Annual General Meeting will allow the Company to allot issue and deal with securities not exceeding 485570095 Shares. An ordinary resolution will also be proposed at the Annual General 3LETTER FROM THE BOARD Meeting to grant to the Directors a general mandate to repurchase Shares not exceeding 10% of the total number of Shares in the issued share capital of the Company as at the date of the passing of such resolution. In addition if the General Mandates are granted an ordinary resolution will also be proposed at the Annual General Meeting to grant to the Directors an extension of general mandate to allot issue and deal with additional Shares repurchased under the Repurchase Mandate.The General Mandates will end on the earliest of (i) the date of the next annual general meeting; (ii) the date by which the next annual general meeting of the Company is required to be held by law the Bye-laws and the Companies Act; or (iii) the date upon which such authority is revoked or varied by ordinary resolution of the Company in general meeting.The Directors believe that it is in the interests of the Company and the Shareholders as a whole if the General Mandates were granted at the Annual General Meeting. The need for an issue of securities under the general mandate to issue securities could for example arise in the context of a transaction such as an acquisition by the Group where securities are to be issued as consideration which has to be completed speedily. The Directors currently have no intention of any acquisition by the Company nor any plan for raising capital by issuing new securities.In accordance with the Listing Rules the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to approve the granting of a mandate to the Directors to exercise the powers of the Company to repurchase its own Shares. Such explanatory statement is set out in the Appendix I to this circular.PROPOSED RE-ELECTION OF DIRECTORS Pursuant to Bye-laws 99(A) and 99(B) of the Bye-laws Mr. Heung Wah Keung Ms. Chen Ming Yin Tiffany and Ms. Li Yuk Sheung shall retire from office by rotation at the Annual General Meeting and being eligible offer themselves for re-election at the Annual General Meeting.The Nomination Committee has reviewed the structure and composition of the Board the confirmations and disclosures given by the Directors the qualifications skills and experience time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company’s Board diversity policy and the Company’s policy for nomination of Directors as set forth in the terms of reference of the Nomination Committee the Company’s corporate strategy and the independence of all independent non-executive Directors. Having evaluated the re-election the Nomination Committee considers that the retiring Directors continue to satisfy the selection criteria as set out in the Company’s policy.With the recommendation of the Nomination Committee the Board proposes to re-elect Mr. Heung Wah Keung Ms. Chen Ming Yin Tiffany and Ms. Li Yuk Sheung as executive Directors at the Annual General Meeting.Particulars relating to Mr. Heung Wah Keung Ms. Chen Ming Yin Tiffany and Ms. Li Yuk Sheung are set out in the Appendix II to this circular. 4LETTER FROM THE BOARD 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 Company. The Directors having made all reasonable enquiries confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive and there are no other matters the omission of which would make any statement herein or this circular misleading.VOTING BY POLL Pursuant to Rule 13.39(4) of the Listing Rules and bye-law 70 of the Bye-laws any vote of shareholders at a general meeting must be taken by poll except where the chairman of the meeting in good faith decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.On a poll every Shareholder present in person or by proxy or (being a corporation) by its duly authorized representative shall have one vote for each Share registered in his name in the register of members of the Company. A Shareholder entitled to more than one vote needs not use all his votes or cast all the votes he uses in the same way.ANNUAL GENERAL MEETING Set out on pages 14 to 18 of this circular is the notice dated 4 June 2024 convening the Annual General Meeting.A proxy form for use at the Annual General Meeting is enclosed with this circular. Such proxy form is also published on the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.chinastar.com.hk. Whether or not you intend to attend the meeting you are requested to complete and return the accompanying proxy form in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong Tricor Investor Services Limited at 17/F. Far East Finance Centre 16 Harcourt Road Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.CLOSURE OF REGISTER OF MEMBERS For determining the entitlement to attend and vote at the Annual General Meeting the register of members of the Company will be closed from Friday 21 June 2024 to Wednesday 26 June 2024 both days inclusive during which period no transfer of Shares can be registered. In order to ascertain shareholders’ rights for the purpose of attending and voting at the Annual General Meeting all Share transfers accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong Tricor Investor Services Limited at 17/F. Far East Finance Centre 16 Harcourt Road Hong Kong for registration not later than 4:30 p.m. on Thursday 20 June 2024. 5LETTER FROM THE BOARD RECOMMENDATION The Directors are of the opinion that the proposed grant of the General Mandates the extension of the general mandate to allot issue and deal with additional Shares and the proposed re-election of Directors are in the interests of the Company and the Shareholders as a whole. Accordingly the Directors recommend that all Shareholders should vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.ADDITIONAL INFORMATION Your attention is drawn to the Appendices to this circular.By Order of the Board China Star Entertainment Limited Heung Wah Keung Chairman 6APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their own shares on the Stock Exchange subject to certain restrictions.The following is an explanatory statement required to be sent to the Shareholders under the Listing Rules to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the granting of the Repurchase Mandate to be proposed at the Annual General Meeting. 1. SHARE CAPITAL As at the Latest Practicable Date the issued and fully paid up share capital of the Company comprised 2427850479 Shares.Assuming no further Shares are allotted and issued or repurchased between the Latest Practicable Date and the date of the Annual General Meeting the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 242785047 Shares during the relevant period referred to in ordinary resolution numbered 5 of the notice of the Annual General Meeting. 2. REASONS FOR SHARE REPURCHASES The Directors believe that the grant of the Repurchase Mandate is in the interests of the Company and the Shareholders as a whole. Such repurchases may depending on market conditions and funding arrangements at the time lead to an enhancement of the net asset value of the Company and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole. 3. FUNDING OF REPURCHASES In repurchasing the Shares the Company may only apply funds legally available for such purpose in accordance with its memorandum of association the Bye-laws and the Companies Act. Any Shares repurchased pursuant to the Repurchase Mandate would be funded out of the capital paid up on the purchased Shares or out of the funds of the Company which would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of Shares made for such purpose.The Company is empowered by its memorandum of association and the Bye-laws to repurchase its Shares.There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the latest published audited accounts contained in the annual report of the Company for the year ended 31 December 2023) in the event that the Repurchase Mandate was to be exercised in full at any time during the proposed repurchase period. However the Directors do not propose to exercise the Repurchase Mandate to such extent as would in the circumstances have a material adverse effect on the working capital requirements of the Company or the gearing level which in the opinion of the Directors are from time to time appropriate for the Company. 7APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE 4. GENERAL None of the Directors nor to the best of their knowledge having made all reasonable enquiries any of their respective close associates (as defined in the Listing Rules) have any present intention to sell Shares to the Company in the event that the Repurchase Mandate is approved by the Shareholders.The Directors have undertaken to the Stock Exchange to exercise the Repurchase Mandate in accordance with the Listing Rules the Bye-laws and the applicable laws of Bermuda.No core connected person of the Company has notified the Company that they have a present intention to sell Shares to the Company or have undertaken not to do so in the event that the Repurchase Mandate is approved by the Shareholders. 5. EFFECT OF THE TAKEOVERS CODE If on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate 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 (within the meaning of the Takeovers Code) 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 for all Shares not already owned by such Shareholder or a group of Shareholders.As at the Latest Practicable Date the controlling Shareholders of the Company Mr. Heung Wah Keung Ms. Chen Ming Yin Tiffany and Heung Wah Keung Family Endowment Limited (collectively “Mr. Heung and his associates”) were interested in an aggregate of 1640375595 issued Shares representing approximately 67.56% of the issued share capital of the Company.To the best of the knowledge and belief of the Company save as disclosed above no other person together with his/her associates was beneficially interested in issued Shares representing 10% or more of the issued share capital of the Company.On the basis that no further Shares are allotted and issued or repurchased between the Latest Practicable Date and the date of the Annual General Meeting and assuming that none of the Bonus CBs will be exercised prior to the exercise in full of the Repurchase Mandate in the event that the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate the shareholding percentage of Mr. Heung and his associates would be increased to approximately 75.07%.The Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase made under the Repurchase Mandate.The Directors have no present intention to repurchase any Shares to the extent that it will trigger the obligations under the Takeovers Code to make a mandatory offer or which will result in the number of issued Shares held by the public being reduced to less than 25% of the total issued shares of the Company. 8APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE 6. SHARE PRICES The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the twelve months immediately preceding the Latest Practicable Date were as follows: Price per Share Highest Lowest HK$ HK$ 2023 May 0.77 0.64 June 1.29 0.75 July 0.84 0.74 August 0.92 0.68 September 0.98 0.77 October 0.85 0.71 November 0.84 0.77 December 0.85 0.74 2024 January 0.82 0.70 February 0.85 0.76 March 0.77 0.60 April 0.84 0.55 May (up to and including the Latest Practicable Date) 0.88 0.72 9APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE 7. REPURCHASE OF SHARES MADE BY THE COMPANY In the six months immediately preceding the Latest Practicable Date the Company repurchased Shares on the Stock Exchange for an aggregate consideration of HK$26927200 before expenses. All these repurchased Shares were cancelled on 29 January 2024.Details of these repurchased Shares are as follows: Highest price Lowest price No. of Shares paid per paid per Aggregate Date of repurchase repurchased Share Share consideration HK$ HK$ HK$ 12 January 2024 5000000 0.82 0.82 4100000 15 January 2024 5000000 0.82 0.82 4100000 16 January 2024 5000000 0.82 0.79 4097400 17 January 2024 5000000 0.82 0.80 4099800 18 January 2024 5000000 0.81 0.81 4050000 19 January 2024 8000000 0.81 0.81 6480000 3300000026927200 Save as disclosed above no repurchase of Shares has been made by the Company during the previous six months immediately preceding the Latest Practicable Date. 10APPENDIX II PARTICULARS OF DIRECTORS PROPOSED TO BE RE-ELECTED Particulars of the Directors who will retire from office at the Annual General Meeting and being eligible will offer themselves for re-election at the Annual General Meeting are set out below: (1) Mr. HEUNG Wah Keung Mr. Heung Wah Keung aged 75 is the Chairman and executive Director of the Company and a member of the nomination committee of the Company. Mr. Heung also holds directorships in a number of subsidiaries of the Group. Mr. Heung was appointed as an executive Director in 1996. Mr. Heung has over 50 years of experience in the entertainment and multimedia industries. He was the founder of Win’s Entertainment Limited (“Win’s”) and One Hundred Years of Film Company Limited (“One HundredYears”) which produces films recommended by audiences and distributors around the world. He is also the honorable chairman and director of Hong Kong Kowloon and New Territories Motion Picture Industry Association Limited.Mr. Heung did not hold any directorship in any other listed public company in the last three years.Mr. Heung is a director of Heung Wah Keung Family Endowment Limited the substantial shareholder of the Company pursuant to Part XV of the SFO and beneficially owned as to 50% by Mr. Heung and as to 50% by Ms. Chen Ming Yin Tiffany.Mr. Heung is the husband of Ms. Chen Ming Yin Tiffany Vice Chairman and executive Director of the Company. Save as disclosed herein Mr. Heung did not have any relationship with any Directors senior management of the Company substantial Shareholders or controlling Shareholders.As at the Latest Practicable Date Mr. Heung is interested or deemed to be interested in 1640375595 Shares which are beneficially owned by Heung Wah Keung Family Endowment Limited. There is no service contract between the Company and Mr. Heung. Mr. Heung is not appointed for a specific term since he is subject to retirement by rotation and re-election at the annual general meeting of the Company at least once every three years in accordance with the provision of the Bye-laws. The emolument of Mr. Heung is to be determined by the Board as authorized by the Shareholders at the Annual General Meeting with reference to Mr. Heung’s contributions and relevant duties and responsibilities within the Company. For the year ended 31 December 2023 Mr. Heung received emoluments of HK$7560000.Save as disclosed above there is no other information relating to Mr. Heung that is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders in respect of Mr. Heung’s re-election. 11APPENDIX II PARTICULARS OF DIRECTORS PROPOSED TO BE RE-ELECTED (2) Ms. CHEN Ming Yin Tiffany Ms. Chen Ming Yin Tiffany aged 67 is the Vice Chairman and executive Director of the Company a member of each of the remuneration committee and the finance committee of the Company.Ms. Chen also holds directorships in a number of subsidiaries of the Group. Ms. Chen was appointed as an executive Director in 1996. Ms. Chen has over 40 years of experience in the entertainment and multimedia industries and over 10 years of experience in property development. Ms. Chen has produced a number of blockbuster films for Win’s and One Hundred Years. In 2003 she was selected as one of 2003 Women in Entertainment – International Power by The Hollywood Reporter. For the years from 2006 to 2010 Ms. Chen was involved in the planning monitoring and management of the renovation and operation of “Beijing Jianguo Apartment” into serviced apartment by Beijing Shama Real Estate Development Co. Ltd. Ms. Chen was responsible for all planning and monitoring of the purchase of Macau Kingsway Hotel in 2007 and then renovated and designed it into two years later’s Hotel Lan Kwai Fong Macau that launched in August 2009. Hotel Lan Kwai Fong Macau has been awarded with severalinternational accolades which included the “5th China Hotel Starlight Awards 2009 – Best DesignedBoutique Hotel of China” and the “2012 TripAdvisor Travelers’ Choice 2012 Winner – Trendiest”. In respect of promoting the notion of environmental protection Hotel Lan Kwai Fong Macau has won the “AHF Asia Awards 2010 – Leading Green Hotel of Asia” and the “Macao Green Hotel Award 2010 –Bronze Award”. The result has been obvious and encouraging. Other than the duties and responsibilities of the Vice Chairman Ms. Chen is also responsible for implementation monitoring and management of the approval planning and development of the property development projects of the Group. Ms. Chen develops multi-media and entertainment business operations for the Group. Ms. Chen is an internet celebrity and she has an account in Douyin which attracted over ten million of followers. On 7 May 2023 Ms. Chen started a livestreaming e-commerce using her Douyin account and she is the network anchor for the livestreaming e-commerce event. The gross merchandise value for that date was over RMB81 million.Ms. Chen did not hold any directorship in any other listed public company in the last three years.Ms. Chen is a director of Heung Wah Keung Family Endowment Limited the substantial shareholder of the Company pursuant to Part XV of the SFO and beneficially owned as to 50% by Ms. Chen and as to 50% by Mr. Heung Wah Keung.Ms. Chen is the wife of Mr. Heung Wah Keung Chairman and executive Director of the Company.Save as disclosed herein Ms. Chen did not have any relationship with any Directors senior management of the Company substantial Shareholders or controlling Shareholders.As at the Latest Practicable Date Ms. Chen is interested or deemed to be interested in 1640375595 Shares which are beneficially owned by Heung Wah Keung Family Endowment Limited. 12APPENDIX II PARTICULARS OF DIRECTORS PROPOSED TO BE RE-ELECTED There is no service contract between the Company and Ms. Chen. Ms. Chen is not appointed for a specific term since she is subject to retirement by rotation and re-election at the annual general meeting of the Company at least once every three years in accordance with the provision of the Byelaws. The emolument of Ms. Chen is to be determined by the board of Directors as authorized by the Shareholders at the Annual General Meeting with reference to Ms. Chen’s contributions and relevant duties and responsibilities within the Company. For the year ended 31 December 2023 Ms. Chen received emoluments of HK$7909000.Save as disclosed above there is no other information relating to Ms. Chen that is required to be disclosed pursuant Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders in respect of Ms. Chen’s re-election. (3) Ms. LI Yuk Sheung Ms. Li Yuk Sheung aged 56 is an executive Director and the chairman of the finance committee of the Company. Ms. Li also holds directorships in certain subsidiaries of the Group. Ms. Li was appointed as an executive Director in 2001. Ms. Li has more than 20 years of experience of management in the entertainment and multimedia industries. She is responsible for the overall operations and is familiar with the Group’s system.Ms. Li did not hold any directorship in any other listed public company in the last three years nor did she has any relationship with any Directors senior management of the Company substantial Shareholders or controlling Shareholders.As at the Latest Practicable Date Ms. Li was not interested or deemed to be interested in any Shares or underlying Shares pursuant to Part XV of the SFO.There is no service contract between the Company and Ms. Li. Ms. Li is not appointed for a specific term since she is subject to retirement by rotation and re-election at the annual general meeting of the Company at least once every three years in accordance with the provision of the Bye-laws. The emolument of Ms. Li is to be determined by the Board as authorized by the Shareholders at the Annual General Meeting with reference to Ms. Li’s contributions and relevant duties and responsibilities within the Company. For the year ended 31 December 2023 Ms. Li received emoluments of HK$1578000.Save as disclosed above there is no other information relating to Ms. Li that is required to be disclosed pursuant Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders in respect of Ms. Li’s re-election. 13NOTICE OF ANNUAL GENERAL MEETING CHINA STAR ENTERTAINMENT LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 326) NOTICE IS HEREBY GIVEN that the annual general meeting of China Star Entertainment Limited (the “Company”) will be held at Golden Restaurant 1/F. East Wing Shun Tak Centre 200 Connaught Road Central Hong Kong on Wednesday 26 June 2024 at 4:00 p.m. for the following purposes: 1. To receive consider and adopt the audited consolidated financial statements and the reports of the directors and the independent auditors of the Company for the year ended 31 December 2023. 2. (a) To re-elect Mr. Heung Wah Keung as executive director of the Company. (b) To re-elect Ms. Chen Ming Yin Tiffany as executive director of the Company.(c) To re-elect Ms. Li Yuk Sheung as executive director of the Company.(d) To authorise the Company’s board of directors to fix the directors’ remuneration. 3. To re-appoint HLB Hodgson Impey Cheng Limited as independent auditors of the Company and to authorise the Company’s board of directors to fix the auditors’ remuneration.As special business to consider and if thought fit to pass with or without modification the following resolutions as ordinary resolutions: ORDINARY RESOLUTIONS 4. “THAT:(a) subject to paragraph (c) below the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot issue and deal with additional shares in the share capital of the Company (“Shares”) and to make or grant offers agreements and options (including bonds warrants and debentures convertible into Shares) which would or might require the exercise of such powers during or after the end of the Relevant Period subject to and in accordance with all applicable laws be and is hereby generally and unconditionally approved; 14NOTICE OF ANNUAL GENERAL MEETING (b) the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period to make or grant offers agreements and options (including bonds warrants and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period; (c) the total number of Shares in the share capital of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the directors of the Company pursuant to the approval in paragraph (a) above 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 attaching to any warrants issued by the Company or any securities which are convertible into Shares the issue of which warrants and other securities has previously been approved by shareholders of the Company; or (iii) an issue of Shares upon the exercise of any options granted under any share option scheme or similar arrangement for the time being adopted for the grant or issue to eligible persons of Shares or rights to acquire Shares; or (iv) an issue of Shares as scrip dividends or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws of the Company (“Bye-laws”) shall not in total exceed 20% of the total number of Shares in the share capital of the Company in issue as at the date of passing of this resolution and the said approval shall be limited accordingly; and (d) for the purpose of this resolution “Relevant Period” means the period from the date of 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 the Companies Act (1981) of Bermuda (as amended) or any applicable laws of Bermuda to be held; and (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company under this resolution. 15NOTICE OF ANNUAL GENERAL MEETING “Rights Issue” means an offer of Shares or an offer of warrants options or other securities giving rights to subscribe for Shares open for a period fixed by the directors of the Company to holders of Shares or any class thereof 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 or any class thereof (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of or the requirements of any recognizedregulatory body or any stock exchange in any territory outside Hong Kong).” 5. “THAT:(a) subject to paragraph (b) below the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company torepurchase the Shares on The Stock Exchange of Hong Kong Limited (the “StockExchange”) or on any other stock exchange on which the Shares may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose and 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 of 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% of the total number of Shares in the share capital of the Company in issue as at the date of passing of this resolution and the said approval shall be limited accordingly; and (c) for the purpose of this resolution “Relevant Period” means the period from the date of 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 the Companies Act 1981 of Bermuda (as amended) or any applicable laws of Bermuda to be held; and (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of theCompany under this resolution.” 16NOTICE OF ANNUAL GENERAL MEETING 6. “THAT conditional upon the passing of the resolutions numbered 4 and 5 above the generalmandate granted to the directors of the Company and for the time being in force to exercise the powers of the Company to allot issue and deal with additional Shares pursuant to the resolution numbered 4 above be and is hereby extended by the addition to the aggregate number of Shares in the share capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to such general mandate an amount representing the aggregate number of Shares repurchased by the Company under the authority granted pursuant to the resolution numbered 5 above provided that such amount of Shares so repurchased shall not exceed 10% of the total number of Shares in the share capital of the Company in issue as at the date of passing ofthis resolution.” By Order of the Board China Star Entertainment Limited Wong Shuk Han Dorothy Company Secretary Hong Kong 4 June 2024 Registered office: Head office and principal place Victoria Place 5th Floor of business in Hong Kong: 31 Victoria Street Unit 3409 Hamilton HM 10 Shun Tak Centre Bermuda West Tower 168-200 Connaught Road Central Hong Kong 17NOTICE OF ANNUAL GENERAL MEETING Notes: 1. A proxy form for use at the meeting is enclosed with the circular to the shareholders of the Company dated 4 June 2024. 2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or if the appointor is a corporation either under its seal or under the hand of any officer or attorney duly authorised. 3. The register of members of the Company will be closed from Friday 21 June 2024 to Wednesday 26 June 2024 both days inclusive during which period no transfer of Shares can be registered. In order to ascertain shareholders’ rights for the purpose of attending and voting at the Annual General Meeting all Share transfers accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong Tricor Investor Services Limited at 17/F. Far East Finance Centre 16 Harcourt Road Hong Kong for registration not later than 4:30 p.m. on Thursday 20 June 2024. 4. Any shareholder of the Company entitled to attend and vote at the meeting convened by the above notice shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. For the health and safety of shareholders the Company would like to encourage shareholders to exercise their right to vote at the Annual General Meeting by appointing the Chairman of the Annual General Meeting as their proxy and to return their proxy forms by the time specified above instead of attending the Annual General Meeting in person. In order to be valid the proxy form together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or authority must be deposited at the branch share registrar and transfer office of the Company in Hong Kong Tricor Investor Services Limited at the above address not less than 48 hours before the time appointed for holding of the above meeting or any adjournment thereof. 5. Completion and return of the proxy form will not preclude a shareholder of the Company from attending and voting in person at the meeting convened or at any adjourned meeting and in such event the proxy form will be deemed to be revoked. 6. Where there are joint holders of any share of the Company any one of such joint holders may vote either in person or by proxy in respect of such share as if he/she were solely entitled thereto but if more than one of such joint holders are present at the meeting 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. 7. If typhoon signal number 8 or above is hoisted or “extreme conditions” caused by super typhoons or a “black” rainstorm warning is in effect at any time after 12:00 p.m. on the date of the meeting the meeting will be postponed. The Company will publish an announcement on the website of the Company at www.chinastar.com.hk and on the website of the Stock Exchange at www.hkexnews.hk to notify shareholders of the Company of the date time and place of the rescheduled meeting. 18