7Road Holdings Limited — Proxy Solicitation & Information Statement 2019

Sep 25, 2019

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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7Road Holdings Limited 第七大道控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 797)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting (“ EGM ”) of the shareholders of 7Road Holdings Limited (the “ Company ”) will be held at 4/F, Block 1-A, Ting Wei Industrial Park, 6 Liu Fang Road, Bao An District, Shenzhen, PRC on October 17, 2019 at 10:00 a.m. for the purposes of considering and, if thought fit, passing the ordinary resolutions set out as follows:

“ THAT :

• (a) the sale and purchase agreement dated August 23, 2019 (the “ Sale and Purchase Agreement ”) entered into between the Company, Maple Vale Limited and Ms. Huang Le in relation to the sale and purchase of the online game business owned by Osmanthus Vale Holdings Limited (the “ Target Business ”) is hereby approved, confirmed and ratified;

• (b) subject to the fulfillment of the conditions of the Sale and Purchase Agreement, any one executive director of the Company (the “ Executive Director ”) be and is hereby authorised to exercise all the powers of the Company and to take all steps as might in his opinion be desirable or necessary in connection with the Sale and Purchase Agreement;

• (c) all other transactions contemplated under the Sale and Purchase Agreement be and are hereby approved and any one Executive Director be and is authorised to do all such acts and things, to sign and execute such documents or Sale and Purchase Agreement or deeds on behalf of the Company and to do such other things and to take all such actions as he considers necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with the Sale and Purchase Agreement; and

• (d) pursuant to the Sale and Purchase Agreement, in the event that the actual net profit of the Target Business exceeds certain benchmarked level, the vendors shall entitle the Addition Shares (as defined in the circular). Condition upon the Listing Committee of the Stock Exchange of Hong Kong Limited granting the listing of, and the permission to deal in, the Additional Shares, the directors of the Company be and are hereby granted a specific mandate to allot and issue the Additional Shares pursuant to the terms andconditions of the Sale and Purchase Agreement and the

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articles of association of the Company, provided that such specific mandate shall be in addition to, and shall not prejudice or revoke any existing or such other general or special mandates which may from time to time be granted to the directors of the Company prior to the passing of this resolution.”

By order of the Board 7Road Holdings Limited Meng Shuqi Chairman

Shenzhen, the PRC, September 26, 2019

Notes:

1. The register of members of the Company will be closed from October 14, 2019 to October 17, 2019, both dates inclusive, for the purpose of ascertaining shareholders’ entitlement to attend and vote at the EGM. In order to be eligible to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on October 11, 2019.

2. A member of the Company (“ Shareholder ”) entitled to attend and vote at the EGM is entitled to appoint one or, if such Shareholder is a holder of more than one share, more proxies to attend and vote in his stead. A proxy need not be a Shareholder.

3. In order to be valid, the form of proxy must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong together with a power of attorney or other authority under which it is signed or a notarially certified copy of that power of attorney (whichever being applicable) not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof (no later than 10:00 a.m. on October 15, 2019 (Hong Kong time)).

4. Completion and delivery of the form of proxy will not preclude a Shareholder from attending and voting in person at the EGM if the Shareholder so desires and, in such event, the instrument appointing a proxy shall be deemed to have been revoked.

5. Where there are joint registered holders of any share of the Company, any one of such holders may vote at the EGM, either personally or by proxy, in respect of such share as if he was solely entitled thereto but, if more than one of such holders be present at the EGM personally or by proxy, the holder 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.

6. If Typhoon Signal No. 8 or above, or a “black” rain storm warning is in effect any time after 7:00 a.m. on the date of the EGM, the meeting will be postponed. The Company will publish an announcement on the website of the Company at www.7road.com. and on the website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and venue of the rescheduled meeting.

7. Voting of the resolutions as set out in this notice will be by poll.

As at the date of this announcement, the executive directors of the Company are Mr. Meng Shuqi, Mr. Li Zhengquan and Mr. Yang Cheng; the non-executive directors of the Company are Mr. Li Shimeng and Mr. Yan Kaidan; and the independent non-executive directors of the Company are Mr. Xue Jun, Mr. Liu Yunli and Ms. Wang Ying.

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