30 Sep 2011 (ISSUE of HK$50 MILLION CONVERTIBLE BONDS

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in 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 shares in TLT Lottotainment Group Limited (the “Company”), you should at once hand this circular together with the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or 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. TLT LOTTOTAINMENT GROUP LIMITED 彩娛集團有限公司 (Incorporated in Hong Kong with limited liability) (Stock Code: 8022) ISSUE OF HK$50 MILLION CONVERTIBLE BONDS AND PROPOSED SHARE CONSOLIDATION AND CHANGE IN BOARD LOT SIZE AND NOTICE OF EXTRAORDINARY GENERAL MEETING AND PROPOSED APPOINTMENT OF DIRECTOR A notice convening an extraordinary general meeting of the Company (the “EGM”) to be held at Room A, 9th Floor, Fortis Tower, 77-79 Gloucester Road, Wanchai, Hong Kong on Tuesday, 18 October 2011 at 11:30 a.m. is set out on pages 29 to 31 of this circular. Whether or not you are able to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the offices of the Company’s branch share registrar in Hong Kong, Hong Kong Registrars Limited at Shops 1712-1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish. This circular will remain on the “Latest Company Announcements” page of the GEM website at www.hkgem.com for at least 7 days from the date of its posting and on the website of the Company at http://www.lottotainment.com.hk. 3 October 2011 CONTENTS Page Characteristics of GEM ............................................... ii Definitions ........................................................ 1 Expected timetable .................................................. 5 Letter from the Board ................................................ 7 Notice of EGM ..................................................... 29 –i– CHARACTERISTICS OF GEM GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors. Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM. –ii– DEFINITIONS In this circular, unless the context otherwise requires, the following expressions have the following meanings: “Announcements” together, the First Announcement and the Second Announcement “associate(s)” has the meaning ascribed to it under the GEM Listing Rules “Board” the board of Directors “Bondholder” holder(s) of the Convertible Bond(s) “Business Day” a day on which the Stock Exchange is open for trading in Hong Kong “CCASS” the Central Clearing and Settlement System established and operated by HKSCC “Change in Board Lot Size” the change in the board lot size from 2,000 Shares to 5,000 Consolidated Shares upon the Share Consolidation becoming effective “Change of Single Largest occurs when Mr. Luk Wing Kwong, Quintin ceases to Shareholder” be the single largest Shareholder “Company” TLT Lottotainment Group Limited (Stock Code: 8022), a company incorporated in Hong Kong with limited liability whose issued Shares are listed on the GEM of the Stock Exchange “Completion” completion of the Subscription “connected person” has the meaning ascribed to it under the GEM Listing Rules “Consolidated Share(s)” ordinary share(s) of HK$0.05 each in the share capital of the Company after the Share Consolidation having become effective “Conversion Price” the initial conversion price of HK$0.30 (subject to adjustment) per Conversion Share upon conversion of the Convertible Bonds “Conversion Share(s)” new Consolidated Share(s) falling to be allotted and issued by the Company upon exercise of the conversion rights attached to the Convertible Bonds –1– DEFINITIONS “Convertible Bonds” the convertible bonds issued by the Company due 2012 with an initial conversion price of HK$0.30 per Conversion Share and an outstanding principal amount of HK$50 million (the principal terms of the convertible bonds are set out in the Announcements) “Deed of Assignment” the deed of assignment by way of security over the Promissory Note to be executed by the holder of the Promissory Note in favour of the Subscriber as security for the Convertible Bonds “Director(s)” director(s) of the Company “EGM” the extraordinary general meeting of the Company to be held to consider and, if appropriate, approve the Subscription Agreement (as supplemented by the Supplemental Subscription Agreement) and the Share Consolidation and the proposed appointment of director and the matters contemplated thereunder “Event of Default” customary event(s) of default set out in the Instrument “Existing Bonds” the zero coupon convertible bond(s) due 2013 in the aggregate principal amount of HK$28,080,000 carrying right to convert into new Shares at the initial conversion price of HK$0.28 per Share “First Announcement” announcement of the Company dated 8 August 2011 in relation to the issue of the Convertible Bonds “GEM” the Growth Enterprise Market of the Stock Exchange “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM “Group” the Company and its subsidiaries “HKSCC” Hong Kong Securities Clearing Company Limited “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China –2– DEFINITIONS “Independent Third Party(ies)” independent third parties who are not connected person(s) of the Company and are independent of and not connected with the Company and the directors, chief executive, substantial shareholders and controlling shareholders of the Company or any of its subsidiaries or their respective associate(s) “Instrument” the instrument to be executed by the Company by way of a deed poll constituting the Convertible Bonds “Issue Date” the date of the Completion and issue of the Convertible Bonds under the Instrument “Issue Price” the issue price of the Convertible Bonds, which shall be 100% of the principal amount of the Convertible Bonds “Latest Practicable Date” 30 September 2011, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular “Maturity Date” six months after the Issue Date or extended, at the discretion of the Company by the service of the Company to the Bondholder of not less than 14 days’ advance written notice, to the date falling 12 months from the Issue Date “Options” options granted by the Company pursuant to the Share Option Scheme “Promissory Note” the promissory note dated 15 April 2011 in the principal amount of HK$106,222,355 issued by the Company in favour of Premier Capital Enterprises Limited “Proposed Acquisition” the Group’s proposed acquisition of 51% equity interest in a company incorporated in the British Virgin Islands with limited liability as disclosed in the announcement of the Company dated 27 April 2011 “Second Announcement” announcement of the Company dated 23 August 2011 in relation to the issue of the Convertible Bonds –3– DEFINITIONS “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company (before the completion of the Share Consolidation) or ordinary share(s) of HK$0.05 each in the share capital of the Company (after the completion of the Share Consolidation) (as the case may be) “Shareholder(s)” holder(s) of issued Shares or Consolidated Shares (as the case may be) “Share Consolidation” the proposed consolidation of every five Shares of HK$0.01 each in the issued and unissued share capital of the Company into one Consolidated Share of HK$0.05 each in the issued and unissued share capital of the Company as referred to in the paragraph headed “Proposed Share Consolidation” “Share Option Scheme” the share option scheme of the Company adopted on 9 May 2011 “Specific Mandate” the specific mandate in relation to the allotment and issue of the Conversion Shares to be granted by the Shareholders at the EGM “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subscriber” Sun Finance Co., Ltd “Subscription” the subscription of the Convertible Bonds at the Issue Price pursuant to the Subscription Agreement “Subscription Agreement” the conditional subscription agreement (as supplemented by the Supplemental Subscription Agreement) entered into between the Company and the Subscriber dated 8 August 2011 in respect of the Subscription “Supplemental Subscription the conditional supplemental subscription agreement Agreement” entered into between the Company and the Subscriber dated 23 August 2011 to amend certain terms of the Subscription Agreement “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent.

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