Forgame : PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND BUY BACK SHARES; GENERAL MANDATE TO ISSUE SHARES UNDER THE RSU SCHEME; RE-ELECTION OF DIRECTORS; AND NOTICE OF ANNUAL GENERAL MEETING

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DEFINITIONS

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

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In this circular, the terms "close associate", "core connected person", "controlling shareholder", "subsidiary" and "substantial shareholder" shall have the meanings given to such terms in the Listing Rules, unless the context otherwise requires.

* The English name is translated for identification purpose only in this circular

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LETTER FROM THE BOARD

Forgame Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 484)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES AND BUY BACK SHARES;

GENERAL MANDATE TO ISSUE SHARES UNDER

THE RSU SCHEME;

RE-ELECTION OF DIRECTORS;

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The primary purpose of this circular is to provide the Shareholders a notice of the Annual General Meeting and information regarding the ordinary resolutions to be proposed at the Annual General Meeting in relation to, among other matters (a) the grant of the Issue Mandate and the Share Buy-back Mandate; (b) the grant of the RSU Mandate; and (c) the re-election of Directors.

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LETTER FROM THE BOARD

2. ISSUE MANDATE

At the annual general meeting of the Company held on 30 September 2020, an ordinary resolution was passed by the Shareholders to grant a general mandate to the Directors to allot, issue and deal with additional Shares not exceeding 20 per cent of the total number of issued Shares as at the date of passing of such resolution. Such general mandate will lapse at the conclusion of the Annual General Meeting. In order to ensure flexibility and give discretion to the Directors in the event that it becomes desirable for the Company to issue any new Shares, approval is to be sought from the Shareholders, pursuant to the Listing Rules, for a general mandate to issue Shares. At the Annual General Meeting, an ordinary resolution no. 4(A) set out in the notice of the Annual General Meeting will be proposed to approve the granting of the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with additional Shares up to a maximum of 20 per cent of the total number of Shares in issue as at the date of passing of such resolution (subject to adjustment due to any subsequent Shares consolidation or subdivision effected by the Company).

As at the Latest Practicable Date, the Company had a total number of 146,725,090 Shares in issue. Subject to the passing of the ordinary resolution to approve the Issue Mandate and on the basis that no further Shares are issued or bought back following the Latest Practicable Date and up to the Annual General Meeting, and that the Company did not effect any Shares consolidation or subdivision during such period, the Directors will be allowed to issue a maximum of 29,345,018 Shares under the Issue Mandate.

In addition, a separate ordinary resolution no. 4(C) set out in the notice of the Annual General Meeting will be proposed at the Annual General Meeting to extend the Issue Mandate by an additional number of Shares representing the aggregate number of Shares bought back by the Company pursuant to the Share Buy-back Mandate. The Directors wish to state that they have no immediate plans to issue any new Shares pursuant to the Issue Mandate.

The Issue Mandate and the extension thereto will continue to be in force from the passing of the said resolutions until whichever the following first occurs: (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 any applicable laws or the Articles of Association to be held; and (iii) the revocation or variation of the authority given under such ordinary resolution by an ordinary resolution of the Shareholders in general meeting.

3. SHARE BUY-BACK MANDATE

In addition, ordinary resolution no. 4(B) set out in the notice of the Annual General Meeting will be proposed at the Annual General Meeting to approve the granting of the Share Buy-back Mandate to the Directors to exercise the powers of the Company to buy back Shares representing up to 10 per cent of the total number of Shares in issue as at the date of passing of such resolution (subject to adjustment due to any subsequent Shares consolidation or subdivision effected by the Company).

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LETTER FROM THE BOARD

The Share Buy-back Mandate, if approved, will continue to be 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 any applicable laws or the Articles of Association to be held; or (iii) the revocation or variation of the authority given under the resolution by an ordinary resolution of the Shareholders in general meeting.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Share Buy-back Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.

4. RSU MANDATE

Reference is made to the prospectus of the Company dated 19 September 2013 (the "Prospectus"). The RSU Scheme was adopted by a resolution of the Shareholders and a resolution of the Board, both on 1 September 2013. The RSU Scheme is not a share option scheme and is not subject to the provisions of Chapter 17 of the Listing Rules as the RSU Scheme does not involve the grant of options by the Company to subscribe for new Shares. The purpose of the RSU Scheme is to reward the RSU Participants for their contribution to the success of the Company, and to provide incentives to them to further contribute to the Group.

As stated in the section headed "Statutory and General Information - RSU Scheme - (k) RSU Scheme Limit" in Appendix IV on Page IV-42 of the Prospectus, the number of RSUs to be granted under the RSU Scheme shall not result in the number of Shares underlying the RSUs exceeding 11,290,494, representing 9% of the number of Shares in issue at the Listing Date. The RSU Scheme Limit may be refreshed from time to time.

As stated in the section headed "Statutory and General Information - RSU Scheme - (l) Annual Mandate" in Appendix IV on Page IV-42 of the Prospectus, at each annual general meeting of the Company, the Company shall propose and the Shareholders shall consider and if thought fit, pass an ordinary resolution approving a mandate specifying (i) the maximum number of Shares that may be the subject of RSUs granted pursuant to the RSU Scheme during the period between one annual general meeting and the subsequent annual general meeting of the Company; and (ii) that the Board has the power to allot, issue and deal with the Shares that are the subject of the RSUs granted pursuant to the RSU Scheme as and when they vest. Accordingly, should the Directors wish to exercise its discretion to grant RSUs pursuant to the RSU Scheme between one annual general meeting and the subsequent annual general meeting of the Company, an annual mandate shall be sought from the Shareholders at the former annual general meeting of the Company.

The current RSU Scheme Limit entitled the Company to grant up to 11,290,494 RSUs. The Stock Exchange has granted listing approval for the listing of, and permission to deal in, the 11,290,494 Shares to be issued under the current RSU Scheme Limit. The Company has offered to grant 4,260,000 RSUs, 2,500,000 RSUs and 2,500,000 RSUs to certain Directors and employees in September 2016, June 2018 and April 2019 respectively, among which 310,000 RSUs, 2,084,959 RSUs and 1,234,000 RSUs have been subsequently cancelled respectively. An annual mandate to issue 5,273,453 Shares under the RSU Scheme was granted to the Board at the Company's annual general meeting held on 30 September 2020 (the "2020 RSU Mandate"). Up to the Latest Practicable Date, nil RSUs had been granted under the 2020 RSU

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LETTER FROM THE BOARD

Mandate. The remaining number of the RSUs available for granting under the current RSU Scheme Limit as at the Latest Practical Date was 5,659,453. This is calculated as 11,290,494 less 9,260,000 (the total number of RSUs granted under the current RSU Scheme Limit) plus 3,628,959 (the total number of RSUs cancelled).

In accordance with the rules of the RSU Scheme, an ordinary resolution will be proposed to grant the RSU Mandate to the Directors to exercise the power to issue Shares under the RSU Scheme up to a maximum of 5,659,453 Shares, equal to the remaining number of the RSUs available for granting under the current RSU Scheme Limit as approved by the Shareholders on 1 September 2013. The relevant resolution is set out as ordinary resolution no. 4(D) in the notice of the Annual General Meeting. Based on 146,725,090 Shares in issue as at the Latest Practicable Date and assuming that no further Shares are bought back or issued and no Share Options are being granted or exercised prior to the Annual General Meeting, the Board shall be entitled upon the approval of the RSU Mandate to issue up to a maximum of 5,659,453 Shares, representing approximately 3.86 per cent. of the total number of Shares in issue as at the date of the passing of such resolution.

The RSU Mandate will continue to be in force from the passing of the said resolution until whichever the following first occurs: (i) the conclusion of the subsequent annual general meeting; (ii) the expiration of the period within which the subsequent annual general meeting is required by the laws applicable to the Company and the Articles of Association; or (iii) the variation of or revocation of such mandate by the ordinary resolution of the Shareholders at a general meeting.

As at the Latest Practicable Date, the Directors have no concrete plan to grant any RSUs under the RSU Scheme. If the RSU Mandate is approved at the Annual General Meeting, the Directors may however exercise their discretion to consider granting the RSUs from time to time pursuant to the terms of the RSU Scheme.

5. RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board consists of eight Directors, comprising three executive Directors, namely, Mr. HAN Jun, Mr. DIAO Guoxin and Mr. ZHU Liang, one non-executive Director, namely, Mr. ZHANG Qiang, and four independent non-executive Directors, namely, Mr. WANG Dong, Mr. WONG Chi Kin, Mr. CUI Yuzhi and Mr. LU Xiaoma.

In accordance with article 99(3) of the Articles of Association, any Director so appointed as an addition to the exiting Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election. Mr. DIAO Guoxin and Mr. ZHU Liang were appointed as executive Directors, and Mr. LU Xiaoma was appointed as an independent non-executive Director, on 13 October 2020 as an addition to the Board. Accordingly, Mr. DIAO Guoxin, Mr. ZHU Liang and Mr. LU Xiaoma shall hold office as Directors only until the Annual General Meeting and being eligible, have offered themselves for re-election as Directors at the Annual General Meeting.

In accordance with article 104 of the Articles of Association, at each annual general meeting one- third of the Directors for the time being shall retire from office by rotation provided that every Director shall be subject to retirement at least once every three years. Accordingly, Mr. HAN Jun, being an executive Director, Mr. ZHANG Qiang, being a non-executive Director, and Mr. CUI Yuzhi, being an independent

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LETTER FROM THE BOARD

non-executive Director, shall retire from office by rotation at the Annual General Meeting. Each of Mr. HAN Jun, Mr. ZHANG Qiang and Mr. CUI Yuzhi, being eligible, has offered himself for re-election as Director at the Annual General Meeting.

The nomination committee of the Company (the "Nomination Committee") had assessed and reviewed the annual written confirmation of independence of each of the independent non-executive Directors, and considered that based on the independence criteria as set out in Rule 3.13 of the Listing Rules, each of the independent non-executive Directors, including Mr. WANG Dong, Mr. WONG Chi Kin, Mr. CUI Yuzhi and Mr. LU Xiaoma, remains independent. The Nomination Committee had considered and nominated the above retiring Directors who have offered themselves for re-election as Directors at the Annual General Meeting to the Board for it to propose to the Shareholders for re-election at the Annual General Meeting.

According to the recommendation of the Nomination Committee, the Board has proposed that each of the above retiring Directors who have offered themselves for re-election as Directors at the Annual General Meeting, namely Mr. DIAO Guoxin, Mr. ZHU Liang, Mr. LU Xiaoma, Mr. HAN Jun, Mr. ZHANG Qiang and Mr. CUI Yuzhi, stands for re-election as Directors by way of separate resolutions at the Annual General Meeting.

Details of the above retiring Directors who have offered themselves for re-election as Directors at the Annual General Meeting are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules.

6. NOTICE OF ANNUAL GENERAL MEETING

Set out on pages 20 to 25 of this circular is the notice of the Annual General Meeting containing, inter alia, ordinary resolutions to be proposed at the Annual General Meeting in relation to (a) the grant of the Issue Mandate and the Share Buy-back Mandate; (b) the grant of the RSU Mandate and (c) the reelection of Directors.

7. FORM OF PROXY

A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.forgame.com. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for the holding of the Annual General Meeting or at any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting or any adjoined meeting thereof if they so wish.

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LETTER FROM THE BOARD

8. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting (save for certain procedural or administrative matters where the chairman, in good faith, decides to allow a resolution to be voted on by a show of hands) must be taken by poll. The chairman of the Annual General Meeting shall therefore demand voting on all resolutions set out in the notice of the Annual General Meeting to be taken by way of poll pursuant to article 81 of the Articles of Association.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative shall have one vote for every fully paid Share of which he/ she/it is the holder. A Shareholder entitled to more than one vote on a poll needs not use all his/her/its votes or cast all the votes he/she/it uses in the same way.

9. RECOMMENDATION

The Directors consider that the proposed resolutions for (a) the grant of the Issue Mandate and the Share Buy-back Mandate; (b) the grant of the RSU Mandate; and (c) the re-election of Directors are in the interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

Yours faithfully,

By order of the Board

Forgame Holdings Limited

ZHANG Qiang

Chairman

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

The following are the particulars of the Directors (as required by the Listing Rules) proposed to be re-elected at the Annual General Meeting.

EXECUTIVE DIRECTORS

Mr. HAN Jun, aged 49, has been an executive Director since 11 November 2019. Mr. Han had also been the chief executive officer of the Company (the "Chief Executive Officer") since 11 November 2019 until he was redesignated as the vice president of the Company with effect from 13 October 2020. Mr. Han is a member of the remuneration committee of the Company (the "Remuneration Committee").

Mr. Han has over 18 years of experience in the internet industry. Before 2000, Mr. Han worked in China Potevio Co., Ltd, responsible for the development of software for operation service of telecommunication main network. He acted as the vice-president of TOM.COM LIMITED from January 2000 to June 2004, where he was mainly responsible for the website content of Tom.com and establishment of mobile value-added services channel and financial performance target. He acted as the general manager of Beijing Shanlian Hudong Network Technology Co., Ltd.* (北京閃聯互動網路科技有限責任公司) from August 2004 to March 2018, where he was mainly responsible for daily operation of the business. He also held various positions in Prosten Technology Holdings Limited (now known as China Brilliant Global Limited, stock code: 8026.HK, a company principally engaged in the provision of solution integration services and wireless mobile value-added services), including non-executive director from December 2013 to February 2015 and executive director from February 2015 to February 2018. He also acted as the chief operations officer of KongZhong Corporation (a company listed on NASDAQ in the United States in July 2004 and subsequently privatised in April 2017) from September 2017 to October 2019, where he was responsible for the daily operation of the business, data analysis and co-ordination and execution of the financial indicator and business target.

Mr. Han graduated from the College of Computer Science of Beijing University of Technology, majoring in computer software.

Save as disclosed above, Mr. Han has not held any directorship in any other listed companies in Hong Kong or overseas in the past three years.

As at the Latest Practicable Date, Mr. Han has entered into a service agreement with the Company for a term of three years commencing from 11 November 2019 (unless otherwise terminated pursuant to the terms of such service agreement). He is subject to retirement by rotation and re-election in accordance with the Articles of Association. Mr. Han is currently entitled to a remuneration of RMB100,000 per month under his service agreement with the Company, which was determined with reference to his responsibilities, abilities and performance, as well as the remuneration benchmark in the industry and the prevailing market conditions.

Mr. DIAO Guoxin, aged 45, had been the vice president of the Company since 7 May 2020 until he was redesignated as the acting Chief Executive Officer and appointed as an executive Director with effect from 13 October 2020.

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Diao has extensive experience in corporate management, and previously held important leadership positions in the administrative, personnel, property, and infrastructure sectors of super-large state- owned enterprise groups under the State-owned Assets Supervision and Administration Commission of the State Council* (中國國務院轄下國家資產監督管理委員會) in the PRC. From March 2002 to November 2005, he served as the head of general office and chairman of the supervisory board of Great Wall Technology Company Limited* (長城科技股份有限公司), a company once listed on the Stock Exchange and subsequently privatised in 2014, where he was primarily responsible for overall administrative management and overall responsibility for presiding over the board of supervisors. From October 2005 to September 2019, he served as the assistant president, general manager of the property services division and supervisor of the infrastructure office at China Greatwall Technology Group Co., Ltd.* (中國長城科技集團 股份有限公司), the shares of which are listed on the Shenzhen Stock Exchange (stock code: 000066.SZ), where he was primarily responsible for overall management of Property Services Division and infrastructure. Since 11 September 2020, Mr. Diao has been appointed as a director of Foga Tech Limited, Mutant Box Limited and True Vine Limited, all of them being subsidiaries of the Company. Further, since 17 September 2020, Mr. Diao has been appointed as a director of Hong Kong Ledong Tech Limited, a subsidiary of the Company.

Mr. Diao graduated from the Chinese Department of Renmin University of China* (中國人民大學) in 1998 with a bachelor's degree in Chinese Language and Literature.

Save as disclosed above, Mr. Diao has not held any directorship in any other listed companies in Hong Kong or overseas in the past three years.

As at the Latest Practicable Date, Mr. Diao has entered into a service agreement with the Company for a term of three years commencing from 13 October 2020 (unless otherwise terminated pursuant to the terms of such service agreement). He is subject to retirement by rotation and re-election in accordance with the Articles of Association. Mr. Diao is currently entitled to a remuneration of RMB50,000 per month under his service agreement with the Company, which was determined with reference to his duties and responsibilities, the Company's remuneration policy and the prevailing market conditions. In order to tide over the current difficult time and challenges with the Group and its employees, there is no change to Mr. Diao's remuneration before and after his redesignation and appointment as mentioned above.

Mr. ZHU Liang, aged 53, has been appointed as an executive Director with effect from 13 October 2020, in addition to his existing positions as the chief financial officer of the Company (the "Chief Financial Officer") since 7 May 2020 and a member of the investment committee of the Company (the "Investment Committee") since 30 September 2020.

From 1990 to 1993, Mr. Zhu served as a statistician at Wuhan Iron and Steel (Group) Corporation* (中國武漢鋼鐵（集團）公司) in the PRC. From 1994 to 2012, Mr. Zhu assumed various positions, such as an accountant, financial officer, director and legal general manager at Synnex Technology International Corporation* (聯強國際股份有限公司), a company principally engaged in the distribution of information, communication, consumer product, and semiconductor products, and the shares of which are listed on the Taiwan Stock Exchange (stock code: 2347.TW). From 2012 to 2019, Mr. Zhu was the chief financial officer of Shanghai Evendata Digital Technology Co., Ltd.* (上海怡德數碼技術有限公司) in the PRC. From 2019 and prior to joining the Company, Mr. Zhu served as the general legal advisor of Shenzhen Jiuli Supply Chain Co., Ltd.* (深圳市九立供應鏈股份有限公司).

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Since 17 August 2020, Mr. Zhu has served as a supervisor (監察人) of Forgame International Co., Ltd. (TW)* (雲遊股份有限公司（臺灣）), a subsidiary of the Company. In addition, since 11 September 2020, Mr. Zhu has been appointed as a director of Foga Tech Limited, Mutant Box Limited and True Vine Limited, all of them being subsidiaries of the Company. Further, since 17 September 2020, Mr. Zhu has been appointed as a director of Hong Kong Ledong Tech Limited, a subsidiary of the Company.

Mr. Zhu graduated from Zhongnan University of Economics and Law* (中南財經政法大學) in the PRC in October 1990, where he obtained a bachelor's degree in Accounting.

Save as disclosed above, Mr. Zhu has not held any directorship in any other listed companies in Hong Kong or overseas in the past three years.

As at the Latest Practicable Date, Mr. Zhu has entered into a service agreement with the Company for a term of three years commencing from 13 October 2020 (unless otherwise terminated pursuant to the terms of such service agreement). He is subject to retirement by rotation and re-election in accordance with the Articles of Association. Mr. Zhu is currently entitled to a remuneration of RMB50,000, which was determined with reference to his duties and responsibilities, the Company's remuneration policy and the prevailing market conditions. In order to tide over the current difficult time and challenges with the Group and its employees, there is no change to Mr. Zhu's remuneration before and after his appointment abovementioned.

NON-EXECUTIVE DIRECTOR

Mr. ZHANG Qiang, aged 45, appointed as a non-executive Director on 24 May 2016, is the chairman of the Board and the chairman of Nomination Committee of the Company.

Mr. Zhang is currently a vice president of TPV Technology Limited. Mr. Zhang was a vice president of Unisplendour Technology (Holdings) Limited, a company whose shares are listed on the Main Board (stock code: 00365.HK). Mr. Zhang was the managing director of China Great Wall Computer (Hong Kong) Holding Limited, a vice president of investment and overseas business of China Great Wall Computer Shenzhen Company Limited (a company whose shares are listed on the Shenzhen Stock Exchange (stock code: 000066.SZ)). Mr. Zhang currently also serves as a director of certain subsidiaries of the Company.

Mr. Zhang graduated from the University of International Business and Economics with a bachelor degree in economics, followed by an executive master of business administration degree from China Europe International Business School.

Saved as disclosed above, Mr. Zhang has not been a director of any other listed companies in Hong Kong or overseas in the past three years.

As at the Latest Practicable Date, Mr. Zhang has entered into a service agreement with the Company for a term of three years commencing from 24 May 2019 to (unless otherwise terminated pursuant to the terms of such service agreement). He is subject to retirement by rotation and re-election in accordance with the Articles of Association. Mr. Zhang is currently entitled to an annual remuneration of US$80,000, which was determined with reference to his duties and responsibilities, the Company's remuneration policy and the prevailing market conditions.

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

As at the Latest Practicable Date, Mr. Zhang is interested in 93,333 Shares granted to him pursuant to the RSU Scheme. Save as disclosed above, Mr. Zhang does not have any other interest in the Shares within the meaning of Part XV of the SFO.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. CUI Yuzhi, aged 55, was appointed as an independent non-executive Director on 7 May 2020. Mr. Cui is the chairman of the Corporate Governance Committee and a member of the Audit and Compliance Committee, the Nomination Committee and the Investment Committee.

Mr. Cui is a seasoned independent investment advisor. He holds a Bachelor of Science degree in Applied Physics from the University of Notre Dame (graduated with highest honour), and Master of Business Administration from the University of Chicago Booth School of Business. Mr. Cui has more than 20 years' experience in finance with deep expertise in international capital market and enterprise operations. Mr. Cui held senior positions at various organisations, including the executive president of Tendcare Medical Group, the Portfolio Manager at Atlantis Investment Hong Kong, the general manager of investment and operations at China Dili Group (formerly known as Renhe Commercial Holdings Company Limited), the shares of which are listed on the Stock Exchange (stock code: 1387.HK), the chief financial officer of Zhong An Group Limited (formerly known as Zhong An Real Estate Limited), the shares of which are listed on the Stock Exchange (stock code: 672.HK), the chief financial officer of Excellence Group, the chief financial officer of Treasury Holdings China Limited and the vice president of Shanghai Forte Group. Since 2016, Mr. Cui has been serving as independent non-executive director, chairman of the audit committee and member of the nomination committee of Sino ICT Holdings Limited, the shares of which are listed on the Stock Exchange (stock code: 365.HK).

Saved as disclosed above, Mr. Cui has not been a director of any other listed companies in Hong Kong or overseas in the past three years.

As at the Latest Practicable Date, Mr. Cui has entered into a letter of appointment with the Company for a fixed term of three years commencing from 7 May 2020 (unless otherwise terminated pursuant to the terms of such appointment letter). He is subject to retirement by rotation and re-election in accordance with the Articles of Association. Mr. Cui is currently entitled to an annual emolument of US$80,000 under his appointment letter with the Company which was determined with reference to his responsibilities, abilities and performance, as well as the remuneration benchmark in the industry and the prevailing market conditions.

The Board would consider enhancing its diversity with different expertise when appointing or reelecting an independent non-executive Director. Mr. Cui has given his annual written confirmation of independence to the Company and the Nomination Committee had assessed and reviewed it based on the independence criteria as set out in Rule 3.13 of the Listing Rules. Mr. Cui does not have any other relationships with any of the other Directors, chief executives or substantial or controlling shareholders of the Company. Having considered the recommendation of the Nomination Committee, the Board considers Mr. Cui remains independent and is not aware of any circumstance that might influence Mr. Cui in exercising independent judgment, and is satisfied that he has the required character, integrity, independence and experience to fulfill the role of an independent non-executive Director and that he will be able to maintain an independent view of the Group's affairs.

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

The Board is of the view that Mr. Cui as an independent non-executive Director promotes the Board diversity with his comprehensive experience and invaluable expertise in finance and investment and contributes continuity and stability to the Board, and the Company has benefited greatly from his contribution and valuable insights derived from his in-depth knowledge of the Company as an independent non-executive Director. The Board believes that he will continue to contribute effectively to the Board.

Mr. LU Xiaoma, aged 54, was appointed as an independent non-executive Director on 13 October

2020. Mr. Lu is a member of the Investment Committee.

Mr. Lu joined State Street Bank & Trust Corporation in 1999, and was appointed as its vice president and the chief representative in China from May 2005 to August 2007 and August 2007 to August 2010, respectively, where he was mainly responsible for participating in merger and acquisition projects and managing the development of a new business line with annual revenue over US$100 million, as well as setting up a branch in Beijing and leading all market development activities in China, respectively.

Mr. Lu was employed as a dedicated non-executivenon-independent director of China Construction Bank Corporation (中國建設銀行), representing Central Huijin Investment Corporation Limited* (中央匯金 投資有限責任公司), the domestic branch of China Investment Corporation* (中國投資有限責任公司) from August 2010 to November 2012, where he was primarily responsible for overseeing risk management strategy and focusing on credit risk and operational risk and leading management structure and strategy in managing domestic banking investment.

Mr. Lu also served as the deputy general manager of the Shenzhen Stock Exchange from November 2012 to May 2015, where he was primarily responsible for managing information disclosure, regulating more than 1,000 listed companies and leading all fixed income product operations and market establishment.

From May 2015 to December 2016, Mr. Lu was appointed as the group vice president of Wanda Financial Group Limited* (萬達金融集團) and chief executive officer of Wanda Investment Company* (萬 達投資公司), where he was mainly responsible for setting up overall business plan and strategy for a new business and in charge of all corporate strategic acquisition and financial investments.

Subsequently from March 2017 to November 2017, Mr. Lu served as the executive vice president (常 務副總裁) of Kangde Investment Group Limited* (康得投資集團有限公司) where he was primarily in charge of all investment and merger and acquisition activities.

Mr. Lu has also been an independent director of Yango Group Co., Ltd.* (陽光城集團股份有限公司) and BOC International (China) Co., Ltd* (中銀國際證券股份有限公司) since April 2017 and October 2018, respectively, where his job duties mainly include risk management and compliance monitoring. He has rich experience in investment, financing and strategic mergers and acquisitions.

Mr. Lu has been a managing partner (合夥人) of East Stone Capital Limited Partners* (深圳前海東 方弘遠資產管理有限公司), an investment management company focusing on crossborder opportunities, since January 2018, where he is primarily responsible for overall management and project sourcing. Further, Mr. Lu has been the chief executive officer of East Stone Acquisition Corporation since February 2020, where he is primarily responsible for acquisition target sourcing and compliance.

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Lu graduated with a bachelor's degree and a master's degree in Thermal Engineering from Tsinghua University* (清華大學) in 1988 and 1993, respectively, and a master's degree in business administration from Boston College (波士頓學院) in 1999.

Save as disclosed above, Mr. Lu has not held any directorship in any other listed companies in Hong Kong or overseas in the past three years.

As at the Latest Practicable Date, Mr. Lu has entered into a letter of appointment with the Company for a fixed term of three years commencing from 13 October 2020 (unless otherwise terminated pursuant to the terms of such service agreement). He is subject to retirement by rotation and re-election in accordance with the Articles of Association. Mr. Lu is currently entitled to a director's fee of US$43,000 (or its RMB equivalent) per annum under his appointment letter with the Company which was determined with reference to his duties and responsibilities as well as the prevailing market conditions.

The Board would consider enhancing its diversity with different expertise when appointing or reelecting an independent non-executive Director. Mr. Lu has given his annual written confirmation of independence to the Company and the Nomination Committee had assessed and reviewed it based on the independence criteria as set out in Rule 3.13 of the Listing Rules. Mr. Lu does not have any other relationships with any of the other Directors, senior management or substantial or controlling shareholders of the Company. Having considered the recommendation of the Nomination Committee, the Board considers Mr. Lu remains independent and is not aware of any circumstance that might influence Mr. Lu in exercising independent judgment, and is satisfied that he has the required character, integrity, independence and experience to fulfill the role of an independent non-executive Director and that he will be able to maintain an independent view of the Group's affairs.

The Board is of the view that Mr. Lu as an independent non-executive Director promotes the Board diversity with his comprehensive experience and invaluable expertise in finance and investment and contributes continuity and stability to the Board, and the Company has benefited greatly from his contribution and valuable insights derived from his in-depth knowledge of the Company as an independent non-executive Director. The Board believes that he will continue to contribute effectively to the Board.

DIRECTORS' INTEREST AND OTHER INFORMATION

Save as disclosed above, as at the Latest Practicable Date, each of the above retiring Directors did not have, and was not deemed to have any interests or short positions in any shares, underlying shares or interests in debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, as at the Latest Practicable Date, each of the above retiring Directors did not hold any other position with the Company or other members of the Group and did not have any other relationships with any of the other Directors, senior management or substantial Shareholders of the Company.

Save as disclosed above, there are no other matters concerning each of the above retiring Directors that need to be brought to the attention of the Shareholders in connection with his/her re-election and there is no other information that should be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

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The following is an explanatory statement required by the Stock Exchange to be sent to the Shareholders under the Listing Rules in connection with the proposed Share Buy-back Mandate.

1. LISTING RULES

The Listing Rules permit companies with a primary listing on the Stock Exchange to buy back their shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:

1. the shares to be bought back by a company must be fully paid-up;
2. the company has previously sent to its shareholders an explanatory statement complying with the Listing Rules; and
3. all on market buy-back of shares by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a specific approval in relation to specific transactions or by a general mandate to the directors of the company to make such buy-back.

2. SHARES IN ISSUE

As at the Latest Practicable Date, the Company had a total number of 146,725,090 Shares with nominal value of US$0.0001 each in issue. Subject to the passing of the resolution granting the Share Buy- back Mandate and on the basis that no further Shares are issued or bought back following the Latest Practicable Date and before the Annual General Meeting and the Company did not effect any Shares consolidation or subdivision during such period, the Company will be allowed to buy back a maximum of 14,672,509 Shares which represent 10 per cent of the total number of Shares in issue during the period ending on the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; or (iii) the revocation or variation of the authority given under the resolution by an ordinary resolution of the Shareholders in general meeting.

3. REASONS AND FUNDING OF BUY-BACK

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to buy back its Shares. Such buy- backs may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such a buy-back will benefit the Company and the Shareholders as a whole.

Buy-backs of Shares will be financed out of funds legally available for the purpose and in accordance with the Articles of Association, the Listing Rules and the applicable laws and regulations of the Cayman Islands. The Companies Law provides that the amount of capital repaid in connection with a share buy-back may be paid out of the profits of the Company or the proceeds of a fresh issue of Shares made for the purposes of the buy-back or out of capital subject to and in accordance with the Companies Law. The

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amount of premium payable on buy-back may only be paid out of either the profits of the Company or out of the share premium account before or at the time the Company's Shares are bought back in the manner provided for in the Companies Law.

The Directors would only exercise the power to buy back the Shares in circumstances where they consider that such buy-back would be in the best interests of the Company and the Shareholders as a whole. The Directors consider that if the Share Buy-back Mandate was to be exercised in full, it may have a material adverse impact on the working capital or the gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 31 December 2020, being the date to which the latest published audited consolidated financial statements of the Company were made up. The Directors do not propose to exercise the Share Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

4. TAKEOVERS CODE

If as a result of a buy-back of Shares pursuant to the Share Buy-back Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase in 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. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any buy-back of Shares pursuant to the Share Buy-back Mandate.

As at the Latest Practicable Date, Foga Group Limited, together with parties acting in concert with it, were deemed to be interested in 30,938,135 Shares, representing approximately 21.09% of the issued Shares. In the event that the Directors exercise the Share Buy-back Mandate in full, Foga Group Limited and its ultimate beneficial owners and parties acting in concert with them would be interested in 23.43% of the issued Shares.

The Board has no intention to exercise the Share Buy-back Mandate to the extent that it will give rise to an obligation for the Shareholders to make a mandatory offer under Rule 26 of the Takeovers Code.

The Listing Rules prohibit a company from making buy-back on the Stock Exchange if the result of the buy-back would result in the aggregate number of Shares in issue in public hands falling below 25 per cent (or such other prescribed minimum percentage as determined by the Stock Exchange). The Directors do not propose to buy back Shares which would result in less than the prescribed minimum percentage of Shares in public hands.

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5. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

As at the Latest Practicable Date, none of the Directors nor, to the best of their knowledge having made reasonable enquiries, any of their close associates (as defined under the Listing Rules) has any present intention, in the event that the Share Buy-back Mandate is approved by Shareholders, to sell Shares to the Company. No core connected person (as defined under the Listing Rules) of the Company has (i) notified the Company that he/she/it has any present intention to sell Shares to the Company or (ii) undertaken not to do so, in the event that the Share Buy-back Mandate is approved by the Shareholders.

6. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make buy-backs pursuant to the proposed Share Buy-back Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and in accordance with the Articles of Association.

7. SHARE BUY-BACKS MADE BY THE COMPANY

During the six months immediately prior to the Latest Practicable Date, the Company had bought back its Shares off the Stock Exchange, pursuant to a special resolution passed by the independent Shareholders at an extraordinary general meeting held on 24 December 2020 as follows:

For further details of the buy-back of Shares disclosed above, please refer to the circular of the Company dated 2 December 2020.

Save as disclosed above, no buy-backs of Shares (whether on the Stock Exchange or otherwise) have been made by the Company in the previous six months immediately preceding the Latest Practicable Date.

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8. SHARE PRICES

The highest and lowest prices at which the Shares had been traded on the Stock Exchange during each of the twelve months preceding the Latest Practicable Date were as follows:

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

Forgame Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 484)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "Meeting") of Forgame Holdings Limited (the "Company") will be held at Room 1106, Block A, Phase I, Innovation Technology Plaza, Tianan Digital City, Chegongmiao, Futian District, Shenzhen, China on Thursday, 20 May 2021 at 11:00 a.m. for considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors (the "Directors") and the auditor of the Company for the year ended 31 December 2020.

1. 1. 1. To re-elect Mr. ZHU Liang as executive Director;
      2. To re-elect Mr. LU Xiaoma as independent non-executive Director;
      3. To re-elect Mr. HAN Jun as executive Director;
      4. To re-elect Mr. ZHANG Qiang as non-executive Director; and
      5. To re-elect Mr. CUI Yuzhi as independent non-executive Director; and
   2. To authorise the board of Directors to fix the remuneration of the Directors.
2. To re-appoint ZHONGHUI ANDA CPA Limited as auditor of the Company and authorise the board of Directors to fix their remuneration.
3. To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

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1. "That:
2. 1. subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the capital of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/ or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;
   2. the approval in paragraph (i) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such power after the end of the Relevant Period;
   3. the total number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period (as hereinafter defined) pursuant to paragraph (i) above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined); or (2) the grant or exercise of any option under any option scheme of the Company or any other option, scheme or similar arrangement for the time being adopted for the grant or issue to the Directors, officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (3) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (4) the vesting of restricted share units granted or to be granted pursuant to the restricted share unit scheme adopted by the Company on 1 September 2013; or (5) a specific authority granted by the shareholders of the Company in general meeting, shall not exceed the aggregate of 20 per cent of the total number of shares of the Company in issue as at the date of passing this resolution provided that if any subsequent consolidation or subdivision of shares of the Company is effected, the maximum number of shares that may be issued pursuant to the approval in paragraph (i) above as a percentage of the total number of issued shares immediately before and after such consolidation or subdivision shall be the same and such maximum number of shares shall be adjusted accordingly; and
   4. for the purpose of this resolution:
   5. 1. "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
      2. 1. the conclusion of the next annual general meeting of the Company;

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1. 1. 1. the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held;
      2. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and
   2. "Rights Issue" means an offer of shares in the capital of the Company, or an offer or issue of warrants, options or other securities giving rights to subscribe for shares, open for a period fixed by the Directors to holders of shares in the capital of the Company or any class thereof whose names appear on the register of members on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company)."
2. "That:
3. 1. subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back shares of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and recognised for this purpose by the Securities and Futures Commission and the Stock Exchange and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, be and is hereby generally and unconditionally approved;
   2. the approval in paragraph (i) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period (as hereinafter defined) to procure the Company to buy back its shares at a price determined by the Directors;
   3. the total number of shares of the Company in issue, which may be bought back by the Company during the Relevant Period (as hereinafter defined) pursuant to the approval in paragraph (i) above shall not exceed 10 per cent of the total number of shares of the Company in issue as at the date of passing of this resolution provided that if any subsequent consolidation or subdivision of shares of the Company is effected, the maximum number of shares that may be bought back pursuant to the approval in paragraph (i) above as a percentage of the total number of issued shares immediately before and after such consolidation or subdivision shall be the same and such maximum number of shares shall be adjusted accordingly;

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1. 1. subject to the passing of each of the paragraphs (i), (ii) and (iii) of this resolution, any prior approvals of the kind referred to in paragraphs (i), (ii) and (iii) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
   2. for the purpose of this resolution:
      "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
   3. 1. the conclusion of the next annual general meeting of the Company;
      2. the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and
      3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting."
2. "That conditional upon the resolutions numbered 4(A) and 4(B) set out in the notice convening this Meeting being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with new shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the ordinary resolution numbered 4(A) set out in the notice convening this Meeting be and is hereby extended by adding the number of shares bought back pursuant to the authority granted under ordinary resolution numbered 4(B) set out in the notice convening this Meeting (such number to be subject to adjustment in the case of any consolidation or subdivision of any of the shares of the Company into a smaller or larger number shares of the Company after the passing of this resolution)."
3. "That:
4. 1. subject to sub-paragraph (ii) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares to be issued under the restricted share unit scheme approved and adopted by the shareholders of the Company and the board of Directors both on 1 September 2013, be and is hereby approved;
   2. the aggregate nominal amount of additional shares allotted, issued or dealt with, by the Directors pursuant to the approval in sub-paragraph (i) of this resolution shall not exceed 5,659,453 Shares; and
   3. for the purposes of this resolution:
      "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

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1. the conclusion of the next annual general meeting of the Company;
2. the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and
3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting."

Notes:

1. Ordinary resolution numbered 4(C) will be proposed to the shareholders for approval provided that ordinary resolutions numbered 4(A) and 4(B) are passed by the shareholders of the Company.
2. A shareholder entitled to attend and vote at the Meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it; a proxy need not be a shareholder of the Company. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her/its behalf at the Meeting. On a poll, votes may be given either personally or by proxy.
3. In the case of joint holders, any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such share as if he/she/it were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as 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.
4. In order to be valid, a form of proxy must be deposited at the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time (i) appointed for the holding of the above Meeting or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above Meeting (or any adjourned meeting thereof) if they so wish.

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1. The transfer books and register of members of the Company will be closed from Saturday, 15 May 2021 to Thursday, 20 May 2021, both days inclusive, during which period no share transfers can be registered. In order to qualify for attending the Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 14 May 2021.
2. In respect of ordinary resolutions numbered 2(A)(i)-(vi) above, (a) Mr. DIAO Guoxin shall retire at the Meeting and being eligible, has offered himself for re-election as Director, (b) Mr. ZHU Liang shall retire at the Meeting and being eligible, has offered himself for re-election as Director, (c) Mr. LU Xiaoma shall retire at the Meeting and being eligible, has offered himself for re-election as Director, (d) Mr. HAN Jun shall retire at the Meeting and being eligible, has offered himself for re-election as Director, (e) Mr. ZHANG Qiang shall retire at the Meeting and being eligible, has offered himself for re-election as Director and (f) Mr. CUI Yuzhi shall retire at the Meeting and being eligible, has offered himself for re-election as Director. Details of the above candidates are set out in Appendix I to the accompanied circular dated 20 April 2021.
3. In respect of the ordinary resolution numbered 4(A) above, the Directors wish to state that they have no immediate plans to issue any new shares of the Company. Approval is being sought from the shareholders of the Company as a general mandate for the purposes of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").
4. In respect of ordinary resolution numbered 4(B) above, the Directors wish to state that they will exercise the powers conferred by the general mandate to buy back shares of the Company in circumstances which they deem appropriate for the benefits of the shareholders of the Company. The explanatory statement containing the information necessary to enable shareholders to make an informed decision on whether to vote for or against the resolution to approve the buy- back by the Company of its own shares, as required by the Listing Rules, is set out in Appendix II to the accompanied circular dated 20 April 2021.
5. Precautionary Measures for the Meeting:
   The health of our shareholders, staff and stakeholders is of paramount importance to us. In view of the ongoing Novel Coronavirus (COVID-19) pandemic, the Company will implement the following precautionary measures at the Annual General Meeting to protect attending shareholders, staff and stakeholders from the risk of infection:
6. 1. Compulsory body temperature checks will be conducted for every shareholder, proxy or other attendee at each entrance of the meeting venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the meeting venue or be required to leave the meeting venue.
   2. The Company requests each attendee to wear a surgical face mask throughout the meeting and inside the meeting venue, and to maintain a safe distance between seats.
   3. No refreshment will be served, and there will be no gifts.
   4. Each attendee may be asked whether (a) he/she travels outside of the People's Republic of China ("PRC") within the 14-day period immediately before the Meeting; and (b) he/she is subject to any PEC Government prescribed quarantine. Anyone who responds positively to any of these questions may be denied entry into the meeting venue or be required to leave the meeting venue.

In addition, the Company reminds all shareholders that physical attendance in person at the meeting is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the meeting as their proxy to vote on the relevant resolution(s) at the meeting instead of attending the meeting in person, by completing and return the proxy form attached to this document.

As at the date of this notice, the executive Directors are Mr. HAN Jun, Mr. DIAO Guoxin and Mr. ZHU Liang; the non-executive Director is Mr. ZHANG Qiang; and the independent non-executive Directors are Mr. WANG Dong, Mr. WONG Chi Kin, Mr. CUI Yuzhi and Mr. LU Xiaoma.

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