CMGE Technology Group Limited — Proxy Solicitation & Information Statement 2022

Mar 24, 2022

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CMGE Technology Group Limited 中手遊科技集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 0302)

Proxy Form for the Extraordinary General Meeting to be held on Friday, 8 April 2022

I/We [(Note][1)]

of

share(s) [[(Note]] 2) of

being the registered holder(s) of share(s) [[(Note]] of US$0.0001 each in the share capital of CMGE Technology Group Limited (the “ Company ”), HEREBY APPOINT THE CHAIRMAN OF THE EXTRAORDINARY GENERAL MEETING or [(Note][3)]

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting (or any adjournment thereof) of the CompanyProvince, theto bePRCheldonatFriday,8th Floor,8 AprilBuilding2022 atNo.10:004, Zhuoyuea.m. (theMeilin“ Meeting Centre”) forSquare,the purposesZhongkangof consideringNorth Road,and,Futianif thoughtDistrict,fit,Shenzhen,passing theGuangdongfollowing resolutions as set out in the Notice of Extraordinary General Meeting and at the Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below [(Note][4)] or, if no such indication is given, as my/our proxy thinks fit.

		ORDINARY RESOLUTIONS (Note 5)		FOR	(Note 4)	(Note 4)	AGAINST (Note 4)	AGAINST (Note 4)	AGAINST (Note 4)
	1.	Ernst & Young be and is hereby removed as the auditor of the Company pursuant to
		Article 29.2 of the Company’s articles of association with immediate effect.
	2.	Conditional upon the resolution (1) above, BDO Limited be and is hereby appointed as
		the auditor of the Company with immediate effect and to hold office until the conclusion
		of the next annual general meeting of the Company, and the board of directors of the
		Company be and is hereby authorized to fix their remuneration.

Date Signed [(Note][6)]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares registered in your name(s) to which this proxy relates. If no number is inserted, this proxy form will be deemed to relate to all the shares in the Company registered in your name(s).

3. Any shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company but must attend the Meeting in person to represent you. If any proxy other than the chairman of the Meeting is preferred, strike out the words “ THE CHAIRMAN OF THE EXTRAORDINARY GENERAL MEETING or ” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PLACE A “ ✔ ” UNDER THE RELEVANT BOX UNDERNEATH THE COLUMN MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PLACE A “ ✔ ” UNDER THE RELEVANT BOX UNDERNEATH THE COLUMN MARKED “AGAINST”. Failure to tick any or all the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any amendment of a resolution put to the Meeting.

5. The description of the resolutions is by way of summary only. The full text appears in the notice of the Company entitled “Notice of Extraordinary General Meeting”.

6. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its seal or under the hand of an officer, attorney or other person duly authorised.

7. In order to be valid, this proxy form together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at the Company’s Hong Kong branch registrar and transfer office, Computershare Hong Kong Investor Services Limited, at 17M Floor, 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 for holding the Meeting or any adjournment thereof.

8. In the case of joint holders of any shares, any one of such joint holders may vote at the Meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto. However, if more than one of such joint holders is present at the Meeting, either personally or by proxy, the vote of the joint holder whose name stands first in the register of members of the Company and who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s).

9. On a poll, every shareholder present in person or by proxy shall be entitled to one vote for each share registered in his name. A shareholder of the Company entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way. The result of such poll shall be deemed to be the resolution of the Meeting at which the poll was so taken.

10. Completion and return of this proxy form will not preclude you from attending and voting in person at the Meeting, or any adjourned meeting, should you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) “Personal Data” in these statements has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“ PDPO ”).

• (ii) The supply of your Personal Data to the Company and/or the Company’s Hong Kong branch registrar and transfer office is on a voluntary basis and such data will be used for processing your instructions as stated in this proxy form.

• (iii) Your Personal Data will not be transferred to any third parties (other than the Company’s Hong Kong branch registrar and transfer office) unless it is a requirement to do so by law, for example, in response to a court order or a law enforcement agency’s request and will be retained for such period as may be necessary for our verification and record purposes.

• (iv) You and your appointed proxy have the right to request access to and/or to correct the respective Personal Data in accordance with the provisions of the PDPO. Any such request should be in writing addressed to the Personal Data Privacy Officer of Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.