CMGE Technology Group Limited - Proxy Solicitation & Information Statement 2023

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, you should consult your stock broker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in CMGE Technology Group Limited , you should at once hand this circular and the accompanying proxy form to the purchaser or the transferee or to the bank, stock broker 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.

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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)

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

PROPOSED RE-APPOINTMENT OF AUDITOR

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND BUY BACK SHARES

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM to be held at 8th Floor, Building No. 4, Zhuoyue Meilin Centre Square, Zhongkang North Road, Futian District, Shenzhen, Guangdong Province, the PRC on Friday, 2 June 2023 at 10:00 a.m. is set out on pages 32 to 36 of this circular. A proxy form for use at the AGM is also enclosed. Such proxy form is also published on the website of the Stock Exchange (www.hkexnews.hk) and the Company (www.cmge.com).

Whether or not you are able to attend the AGM, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong branch share 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 appointed for holding the AGM (i.e. before 10:00 a.m. on Wednesday, 31 May 2023) or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM, or any adjourned meeting, should you so wish.

25 April 2023

CONTENTS

		Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .	3
RE-ELECTION OF RETIRING DIRECTORS . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .	4
RE-APPOINTMENT OF AUDITOR . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .	4
SHARE BUY-BACK MANDATE . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .	5
SHARE ISSUE MANDATE . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .	5
PROPOSED AMENDMENTS TO THE MEMORANDUM	AND ARTICLES OF
ASSOCIATION AND ADOPTION OF SECOND AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION	. . . . . . . . . . . . . . . . . . . . . . .	6
AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .	6
ACTIONS TO BE TAKEN. . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .	7
VOTING BY WAY OF POLL . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .	7
RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .	7
RECOMMENDATIONS . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I EXPLANATORY STATEMENT ON THE SHARE BUY-BACK
MANDATE . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX II BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS
PROPOSED TO BE RE-ELECTED	. . . . . . . . . . . . . . . . . . . . . . .	13
APPENDIX III PROPOSED AMENDMENTS TO THE	MEMORANDUM AND
ARTICLES OF ASSOCIATION . . .	. . . . . . . . . . . . . . . . . . . . . . .	18
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . .	32

−i −

DEFINITIONS

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

“AGM” the annual general meeting of the Company to be held at 8th Floor, Building No. 4, Zhuoyue Meilin Centre Square, Zhongkang North Road, Futian District, Shenzhen, Guangdong Province, the PRC on Friday, 2 June 2023 at 10:00 a.m. or any adjournment thereof “AGM Notice” the notice for convening the AGM as set out on pages 32 to 36 of this circular “Articles” the articles of association of the Company “Board” the board of Directors “Company” CMGE Technology Group Limited, an exempted company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the main board of the Stock Exchange “Core Connected Person(s)” has the meaning ascribed to it/them under the Listing Rules “Director(s)” the director(s) of the Company “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Latest Practicable Date” 23 April 2023, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular “Listing Date” 31 October 2019, being the date when the Shares are listed and from which dealings therein were permitted to take place on the Stock Exchange “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited “Nomination Committee” the nomination committee of the Company “Post-IPO Share Option Scheme” the post-IPO share option scheme of the Company approved and adopted by the Shareholders on 20 September 2019 “PRC” the People’s Republic of China, and for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region and Taiwan

−1 −

DEFINITIONS

“RMB”	Renminbi, the lawful currency of the PRC
“SFC”	the Securities and Futures Commission of Hong Kong
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“Share(s)”	ordinary share(s) of nominal value of US$0.0001 each in the
	share capital of the Company
“Share Buy-back Mandate”	a general mandate proposed to be granted to the Directors at
	the AGM to exercise the powers of the Company to purchase
	Shares, details of which are set out in the ordinary resolution
	no. 4 of the AGM Notice
“Share Issue Mandate”	a general mandate proposed to be granted to the Directors at
	the AGM to exercise all powers of the Company to allot, issue
	and deal with any Shares which would or might require the
	exercise of such power, details of which are set out in
	ordinary resolution no. 5 of the AGM Notice
“Shareholder(s)”	shareholder(s) of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	The Codes on Takeovers and Mergers and Share Buy-backs
	issued by the SFC
“US$”	United States dollars, the lawful currency of the United States
	of America

−2 −

LETTER FROM THE BOARD

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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)

Executive Directors: Mr. XIAO Jian (Chairman) Mr. SIN Hendrick M.H. Mr. FAN Yingjie

Non-Executive Director: Mr. Zhang Shengyan

Independent Non-executive Directors: Ms. NG Yi Kum Mr. TANG Liang Mr. HO Orlando Yaukai

Registered Office: P.O. Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands

Principal Place of Business in Hong Kong: 13th Floor, 8 Wyndham Street Central Hong Kong

25 April 2023

To the Shareholders

Dear Sir or Madam,

PROPOSED RE-ELECTION OF RETIRING DIRECTORS PROPOSED RE-APPOINTMENT OF AUDITOR PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND BUY BACK SHARES PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION AND

NOTICE OF ANNUAL GENERAL MEETING

I. INTRODUCTION

The purpose of this circular is to provide you with information in relation to the following resolutions to be proposed at the AGM to consider and approve:

the proposed re-election of the retiring Directors;

−3 −

LETTER FROM THE BOARD

the proposed re-appointment of auditor;
the grant of the Share Buy-back Mandate;
the grant of the Share Issue Mandate (including the extended Share Issue Mandate); and
the proposed amendments to the Memorandum and Articles of Association and adoption of second amended and restated Memorandum and Articles of Association.

II. RE-ELECTION OF RETIRING DIRECTORS

The Board currently consists of seven Directors, namely Mr. XIAO Jian, Mr. SIN Hendrick M.H., Mr. FAN Yingjie, Mr. ZHANG Shengyan, Ms. NG Yi Kum, Mr. TANG Liang and Mr. HO Orlando Yaukai.

In accordance with article 16.18 of the Articles, at every annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not three or a multiple of three, then the number nearest to, but not less than, one-third) shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. Accordingly, Mr. XIAO Jian, Mr. SIN Hendrick M.H., Mr. FAN Yingjie and Mr. ZHANG Shengyan will retire by rotation at the AGM and, being eligible, will offer themselves for re-election at the AGM.

The Nomination Committee had reviewed the composition of the Board and recommended Mr. XIAO Jian, Mr. SIN Hendrick M.H., Mr. FAN Yingjie and Mr. ZHANG Shengyan to the Board for recommendation to the Shareholders for re-election at the AGM. The recommendations were made in accordance with the nomination policy and the objective criteria (including but not limited to gender, age, educational background, professional experience, past performance, skills and knowledge), with due regard for the benefits of diversity, as set out under the board diversity policy of the Company. The Nomination Committee had taken into account the respective contributions of Mr. XIAO Jian, Mr. SIN Hendrick M.H., Mr. FAN Yingjie and Mr. ZHANG Shengyan to the Board and their commitment to their roles. The Nomination Committee had also assessed and reviewed the annual confirmation of independence based on the criteria set out in Rule 3.13 of the Listing Rules and the Nomination Committee had been satisfied of the independence of the above retiring Directors.

The Board had considered the Nomination Committee’s recommendations and the perspectives, skills, experience and diversity of the above retiring Directors and believed that their professional knowledge and general business acumen will continue to generate significant contribution to the Board, the Company and the Shareholders as a whole. Hence, the Board recommended the above retiring Directors to be re-elected at the AGM.

Biographical details of, and further details of the Board’s consideration on each of the retiring Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.

III. RE-APPOINTMENT OF AUDITOR

The financial statements of the Group for the year ended 31 December 2022 were audited by BDO Limited whose term of office will expire upon the conclusion of the AGM.

−4 −

LETTER FROM THE BOARD

The Board proposed to re-appoint BDO Limited as the auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company. A resolution will also be proposed at the AGM to authorise the Board to fix the auditor’s remuneration for the year ending 31 December 2023. BDO Limited have indicated their willingness to be re-appointed as auditor of the Company for the said period.

IV. SHARE BUY-BACK MANDATE

An ordinary resolution will be proposed that the Directors be given an unconditional general mandate to purchase Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and which is recognised by the SFC and the Stock Exchange for such purpose, of not exceeding 10% of the total number of issued Shares of the Company as at the date of approval of the Share Buy-back Mandate. Details of the Share Buy-back Mandate are set out in ordinary resolution no. 4 of the AGM Notice.

An explanatory statement as required by the Listing Rules, giving certain information regarding the Share Buy-back Mandate, is set out in Appendix I to this circular. This explanatory statement contains all information reasonably necessary to enable you to make an informed decision on whether to vote for or against the ordinary resolution to approve the Share Buy-back Mandate.

The Share Buy-back Mandate, if granted, shall continue to be in force during the period from the date of passing the resolution for the approval of the Share Buy-back Mandate up to (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 Articles or any applicable law(s) to be held; or (iii) the revocation or variation of the Share Buy-back Mandate by ordinary resolution of the Shareholders in a general meeting, whichever occurs first.

V. SHARE ISSUE MANDATE

An ordinary resolution will be proposed that the Directors be given an unconditional general mandate to allot, issue and deal with additional Shares which would or might require the exercise of such power of not exceeding 20% of the total number of issued shares of the Company as at the date of approval of the Share Issue Mandate. Details of the Share Issue Mandate are set out in ordinary resolution no. 5 of the AGM Notice.

Subject to the passing of the ordinary resolution for the approval of the Share Issue Mandate and on the basis that no further Shares are issued or purchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed to allot, issue and deal with a maximum of 550,534,400 Shares under the Share Issue Mandate.

−5 −

LETTER FROM THE BOARD

In addition, a separate ordinary resolution no. 6 will also be proposed to approve the extension of the Share Issue Mandate by adding the number of purchased Shares under the Share Buy-back Mandate to the total number of Shares which may be allotted and issued by the Directors pursuant to the Share Issue Mandate.

The Share Issue Mandate (including the extended Share Issue Mandate), if granted, shall continue to be in force during the period from the date of passing the resolution for the approval of the Share Issue Mandate (including the extended Share Issue Mandate) up to (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 Articles or any applicable law(s) to be held; or (iii) the revocation or variation of the Share Issue Mandate (including the extended Share Issue Mandate) by ordinary resolution of the Shareholders in a general meeting, whichever occurs first.

VI. PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

The Board proposes to make certain amendments to the Articles for the purposes of (i) bringing the Articles in line with the amendments made to the Listing Rules, in particular, concerning the core shareholder protection standards as set out in Appendix 3 to the Listing Rules; (ii) reflecting certain updates in relation to the applicable laws of the Cayman Islands; and (iii) making other housekeeping amendments.

The proposed amendments to the Articles are set out in Appendix III to this circular.

The legal advisers to the Company have confirmed that the proposed amendments to the Articles conform with the requirements of the Listing Rules where applicable, and the laws of the Cayman Islands. The Company also confirms that there is nothing unusual about the proposed amendments for a company listed in Hong Kong.

VII. AGM

A notice convening the AGM to be held at 8th Floor, Building No. 4, Zhuoyue Meilin Centre Square, Zhongkang North Road, Futian District, Shenzhen, Guangdong Province, the PRC on Friday, 2 June 2023 at 10:00 a.m. is set out on pages 32 to 36 of this circular. At the AGM, ordinary resolutions will be proposed to approve, among other things, (i) the proposed re-election of the retiring Directors; (ii) the proposed re-appointment of auditor; (iii) the proposed grant of the Share Buy-back Mandate; (iv) the proposed grant of the Share Issue Mandate (including the extended Share Issue Mandate); and (v) a special resolution will be proposed to approve the proposed amendments to the memorandum and articles of association and to adopt the second amended and restated memorandum and articles of association incorporating the proposed amendments.

−6 −

LETTER FROM THE BOARD

VIII. ACTIONS TO BE TAKEN

A proxy form for use at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong branch share 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 appointed for holding the AGM (i.e. before 10:00 a.m. on Wednesday, 31 May 2023) or any adjourned meeting. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM, or any adjourned meeting, should you so wish.

IX. VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the AGM will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

X. 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 Group. 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 is not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

XI. RECOMMENDATIONS

The Directors (including independent non-executive Directors) are of the opinion that all the proposed resolutions are in the interests of the Company and the Shareholders as a whole and so recommend the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

By order of the Board CMGE Technology Group Limited XIAO Jian

Chairman

−7 −

EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

APPENDIX I

This Appendix serves as an explanatory statement, as required by Rule 10.06(1)(b) of the Listing Rules, to provide information reasonably necessary to enable you to make an informed decision on whether to vote for or against ordinary resolution no. 4 in respect of the approval of the Share Buy-back Mandate.

LISTING RULES

The Listing Rules permit listed companies to purchase their own shares on the Stock Exchange or any other stock exchange on which their shares may be listed and which is recognised by the SFC and the Stock Exchange for such purpose, subject to certain restrictions.

THE SHARE BUY-BACK MANDATE

It is proposed that not exceeding 10% of the total number of issued Shares on the date of the passing of the resolution to approve the Share Buy-back Mandate may be purchased by the Company.

As at the Latest Practicable Date, the Company had an aggregate of 2,752,672,000 Shares in issue. Subject to the passing of the ordinary resolution for the approval of the Share Buy-back Mandate and on the basis that no further Shares are issued or purchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Share Buy-back Mandate to purchase a maximum of 275,267,200 Shares up to (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 Articles or any applicable law(s) to be held; or (iii) the revocation or variation of the Share Buy-back Mandate by ordinary resolution of the Shareholders in a general meeting, whichever occurs first.

REASONS FOR SHARE BUY-BACKS

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

FUNDING OF SHARE BUY-BACKS

Buy-back of the Shares must be funded out of funds legally available for such purpose in accordance with the Articles and the applicable laws of the Cayman Islands. The Directors may not purchase the Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Subject to the foregoing, the Directors may make share buy-backs with profits of the Company or out of a new issuance of shares made for the purpose of the share buy-back or, if authorised by the Articles and subject to the applicable laws of the Cayman Islands, out of capital and, in the case of any premium payable on the share buy-back, out of profits of the Company or from sums standing to the credit of the share premium account of the Company.

−8 −

EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

APPENDIX I

The Directors have no present intention to buy back any Share. The Directors would only exercise the power to buy back in circumstances where they consider that the share buy-back would be in the best interests of the Company. The Directors believe that if the Share Buy-back Mandate is exercised in full, it may not have a material adverse impact on the working capital and gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 31 December 2022, 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 an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.

INTENTION OF DIRECTORS AND CORE CONNECTED PERSONS TO SELL SHARES

None of the Directors, and to the best of their knowledge, having made all reasonable enquiries, none of their close associates (as defined in the Listing Rules), has any present intention, in the event that the Share Buy-back Mandate is approved, to sell any Share to the Company or its subsidiaries.

No Core Connected Persons of the Company has notified the Company that he or she has a present intention to sell Shares to the Company, or has undertaken not to do so, if the Share Buy-back Mandate is exercised.

DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power to be granted to them under the Share Buy-back Mandate to cause the Company to purchase the Shares in accordance with the Listing Rules and the laws of the Cayman Islands (the jurisdiction in which the Company was incorporated).

−9 −

EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

APPENDIX I

MARKET PRICES

The monthly highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the 12 months preceding and up to the Latest Practicable Date were:

	Highest price	Lowest price
	HK$	HK$
April 2022	2.400	2.000
May 2022	2.110	1.910
June 2022	2.630	2.050
July 2022	2.290	2.070
August 2022	2.190	1.870
September 2022	1.950	1.460
October 2022	1.500	1.150
November 2022	1.760	1.280
December 2022	1.800	1.510
January 2023	2.030	1.800
February 2023	2.260	2.030
March 2023	2.320	2.000
April 2023 (up to the Latest Practicable Date)	2.650	2.460

SHARE BUY-BACKS MADE BY THE COMPANY

The Company has bought back an aggregate of 2,650,000 Shares on the Stock Exchange during the six months immediately preceding the Latest Practicable Date, the details of which are as follows:

Date of purchase	Number of Shares	Purchased price per Share	Purchased price per Share
	purchased	Highest	Lowest
		HK$	HK$
24 October 2022	1,200,000	1.25	1.17
25 October 2022	1,100,000	1.19	1.13
28 October 2022	350,000	1.20	1.18
	2,650,000

Save as disclosed above, the Company did not make any buy-back of the Shares (whether on the Stock Exchange or otherwise) during the six months prior to the Latest Practicable Date.

−10 −

EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

APPENDIX I

TAKEOVERS CODE

If as a result of a buy-back of Shares by the Company, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increases will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (as defined in the Takeovers Code), depending on the level of increase of its or their shareholding, 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. The Directors are aware of the consequences arising under the Takeovers Code of any buy-back of Shares by the Company.

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, the Shareholders who were interested in 5% or more of the issued share capital of the Company, according to the register of interests required to be kept by the Company under section 336 of the SFO, were as follows:

			Percentage of
			interest in the
			issued share
			capital of the
			Company in
		Current	the event of
		percentage	the Share
		interest in the	Buy-back
	Number of	issued share	Mandate is
	Shares	capital of the	exercised in
Name of Shareholders	interested in	Company	full
Mr. XIAO Jian	778,104,067	28.27%	31.41%
CMB Wing Lung (Trustee) Limited	763,908,067	27.75%	30.84%
Antopex Limited	763,908,067	27.75%	30.84%
Victory Aspire Group Limited	763,908,067	27.75%	30.84%
Zhongshouyou Brothers Limited	763,908,067	27.75%	30.84%
Mr. SIN Hendrick M.H.	822,137,663	29.87%	33.19%
Silver Joyce International Limited	817,059,663	29.68%	32.98%
Fairview Ridge Investment Limited	693,309,425	25.19%	27.99%
Motion Game Company Limited	693,309,425	25.19%	27.99%
Profound Power Investment Limited	693,309,425	25.19%	27.99%
Changpei Investment Centre, L.P.	693,309,425	25.19%	27.99%
Ambitious Profit Investment Limited	693,309,425	25.19%	27.99%
Zhongrong International Trust Co., Ltd.	369,461,107	13.42%	14.91%
Beijing Zhongrong Dingxin Investment
Management Co., Ltd.	369,461,107	13.42%	14.91%
Dazi Dingcheng Capital Investment Co.,
Ltd.	369,461,107	13.42%	14.91%
Shanghai Pegasus Investment Centre
(Limited Partnership)	293,327,517	10.66%	11.84%

−11 −

EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

APPENDIX I

			Percentage of
			interest in the
			issued share
			capital of the
			Company in
		Current	the event of
		percentage	the Share
		interest in the	Buy-back
	Number of	issued share	Mandate is
	Shares	capital of the	exercised in
Name of Shareholders	interested in	Company	full
Shanghai Pegasus Technology
Development Limited	293,327,517	10.66%	11.84%
Pegasus Technology Limited	293,327,517	10.66%	11.84%
Pegasus Network HK Limited	293,327,517	10.66%	11.84%
Bilibili Inc.	198,000,000	7.19%	7.99%

In the event that the Directors exercise the proposed Share Buy-back Mandate in full, the interests of the substantial Shareholders in the Company will be increased to approximately the percentages as set out in the table above. The Directors believe that such increases may give rise to an obligation on Mr. XIAO Jian, CMB Wing Lung (Trustee) Limited, Antopex Limited, Victory Aspire Group Limited, Zhongshouyou Brothers Limited, Mr. SIN Hendrick M.H., Silver Joyce International Limited, Fairview Ridge Investment Limited, Motion Game Company Limited, Profound Power Investment Limited, Changpei Investment Centre, L.P. and Ambitious Profit Investment Limited to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

The Directors have no present intention to purchase Shares to an extent that will trigger the obligations under the Takeovers Code to make a mandatory offer. In addition, in exercising the Share Buy-back Mandate (whether in full or otherwise), the Directors will ensure that the Company shall comply with the requirements of the Listing Rules, including the minimum percentage of Shares being held in public hands before and after the share repurchase. For illustrative purposes, the Shares held in the public hands as at the Latest Practicable Date was approximately 46.44% of the total issued Shares, and approximately 40.49% of the total issued Shares if the Share Buy-back Mandate is exercised in full.

EXTENSION OF SHARE ISSUE MANDATE

A resolution as set out in ordinary resolution no. 6 of the AGM Notice will also be proposed at the AGM authorising the Directors to increase the maximum number of new Shares which may be issued under the Share Issue Mandate by adding to it the number of any Shares purchased pursuant to the Share Buy-back Mandate.

−12 −

BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

The following is the particulars of the retiring Directors proposed to be re-elected at the AGM:

1. Mr. XIAO Jian

Mr. XIAO Jian (肖健) , aged 43, is an executive Director, the chairman and the chief executive officer of the Company. Mr. XIAO is responsible for the overall business operation, management and strategic planning of the Group. Mr. XIAO has over 10 years of experience in the China mobile game industry, and is one of the founders of CMGE Group, the holding company of the Group’s mobile game publishing business. He was the chief operating officer of CMGE Group from January 2011 to April 2012 and has been the chief executive officer of CMGE Group since April 2012 and a director since August 2012. Prior to that, in July 2007, Mr. XIAO founded Huiyou Digital (Shenzhen) Ltd. (匯友數碼(深圳)有限公司), a mobile game developer in the PRC, which was subsequently acquired by Crazy Sports Group Limited (瘋狂體育集團有限公司), formerly known as V1 Group Limited, a company listed on the Main Board of the Stock Exchange (stock code: 0082), in October 2009.

Mr. XIAO is a recognised figure in the industry and was recognised as (i) a “Top Ten Influencer (十大影響力人物)” by Game Publishing Committee of China Audio-Video and Digital Publishing Association (中國音數協遊戲工委) for three consecutive years from 2014; (ii) an “Outstanding Entrepreneur of China’s Game Industry (中國遊戲行業優秀企業家)” by China Culture and Entertainment Association (中國文化娛樂協會) for three consecutive years from 2015; (iii) “The Person of the Year in the Industry (年度行業風雲人物)” by Sina Games (新浪遊戲) in 2015 and 2018; (iv) a “Top Ten Person (十大風雲人物)” by China.com (中華網) in 2015; (v) among the “Top Ten CEOs of Influence (十大影響力CEO)” in 2015 and 2016 and “The Most Influential Person in the Industry (年度行業領軍人物)” in 2017 by Mobile Hardcore Alliance (硬核聯盟); (vi) a “Top Ten Person of the Year (十大風雲人物)” by the Youthun Club (遊聯社) in 2016; (vii) “The Most Influential Person in the Industry (最具業內深度影響力人物)” jointly by “Internet Weekly (互聯網週刊)” of the Chinese Academy of Sciences (中國科學院) and the Informatisation Research Centre of the Chinese Academy of Social Sciences (中國社會科學院信息化研究中心) in 2017 and 2018; (viii) the “2017 Tianfu Award-winning Influencer (2017年度天府獎影響力人物)” by CMGC in 2017; (ix) the “Outstanding Entrepreneur of Guangdong Province (廣東省優秀企業家)” by Guangdong Provincial Enterprise Confederation (廣東省企業聯合會組織) and Guangdong Provincial Entrepreneur Association (廣東省企業家協會) in 2017 and 2019; (x) a director of Shenzhen Young Entrepreneurs Federation (深圳市青年企業家聯合會) in 2017; and (xi) an expert of the Association of Game Industry of Guangdong (廣東省遊戲產業協會) in 2018.

Mr. XIAO graduated from South China Normal University (華南師範大學) in February 2009 with a bachelor’s degree in law and from Beijing University of Aeronautics and Astronautics (北京航空航天大學) in July 2014 with a master’s degree in software engineering.

Save as disclosed above, Mr. XIAO has not held any other directorship in any other public companies in Hong Kong or overseas in the last three years preceding the Latest Practicable Date and has no other relationship with any Director, member of senior management or substantial or controlling Shareholders of the Company.

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BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

As at the Latest Practicable Date, Mr. XIAO was interested in 778,104,067 Shares and underlying Shares of the Company, comprising 775,354,067 Shares and share options entitling him to subscribe for 2,750,000 Shares and representing approximately 28.27% of the total issued Shares of the Company. Save as disclosed above, Mr. XIAO did not have any interest in the Shares or underlying Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Save as disclosed above, there are no other matters concerning Mr. XIAO that need to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules, nor any other matters and information that need to be brought to the attention of Shareholders or required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

Mr. XIAO entered into a service agreement with the Company as an Executive Director of the Company for a term of three years pursuant to which he is entitled to an annual Director’s fee of HK$300,000. Such fee is determined with reference to his responsibilities with the Company and the Company’s remuneration policy. Mr. XIAO is subject to retirement by rotation at least once every three years and re-election at the annual general meetings of the Company pursuant to the Articles.

2. Mr. SIN Hendrick M.H.

Mr. SIN Hendrick M.H. (冼漢廸) , aged 48, is an executive Director and the vice chairman of the Company. Mr. Sin is responsible for the overall business operation, management and strategic planning of the Group. Mr. Sin has over 15 years of experience in corporate management, finance and investment banking. Mr. Sin has been a director and vice chairman of CMGE Group since January 2011. Mr. Sin has been serving as an independent non-executive director of Evergreen Products Group Limited, a hair product manufacturing company whose shares are listed on the Stock Exchange (stock code: 1962) since June 2017, and has been serving as an independent non-executive director of 36 Kr Holdings Inc., a publishing and data company whose shares are listed on the NASDAQ (stock symbol: KRKR) since November 2019. Mr. Sin has also been appointed as an independent non-executive director, the chairman and a member of Nomination Committee of Hong Kong Economic Times Holdings Limited, a company listed on the Stock Exchange (stock code: 423), with effect from 1 January 2022. Mr. Sin served as a non-independent director of Suning.com Group Co., Limited, a company listed on Shenzhen Stock Exchange (SZSE: 002024), from July 2021 to March 2023.

Mr. Sin is (i) the president of the Internet Professional Association (香港互聯網專業協會), (ii) the executive vice-chairman of the Hong Kong Software Industry Association (香港軟件行業協會), and (iii) a member of the Hong Kong Institute of Directors (香港董事學會). Mr. Sin has been appointed as a member of the fourteenth session of Tianjin Municipal’s Standing Committee of Chinese People’s Political Consultative Conference (中國人民政治協商會議天津市第十四屆委員會常委). Mr. Sin has also been appointed by the Hong Kong Government as a director of Hong Kong Cyberport Management Company Limited (香港數碼港管理有限公司). Mr. Sin was awarded the Young Industrialist Award of Hong Kong of 2018 by Federation of Hong Kong Industries in November 2018. Mr. Sin was recognised as one of China’s 100 Most Popular Investors as Voted by Startup Entrepreneurs (中國最受創業者歡迎投資人TOP 100) by 36Kr from 2018 to 2021, respectively, and as one of the Top 10 Investors of Chinese Cultural Industry in 2018-2019 (2018-2019年度中國文化產業十佳投資人物) by Chinese Venture (融資中國). Mr. Sin was also awarded Linghang Outstanding Entrepreneur the Guangdong-Hong Kong-Macao Greater Bay Area Award (領航粵港澳大灣區傑出企

−14 −

BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

業家獎) at “Leading 9+2” First Guangdong-Hong Kong- Macao Greater Bay Area Development Forum (“領航9+2”首屆粵港澳大灣區發展論壇) in March 2021. In addition, Mr. Sin was awarded the InnoStars Award 2021 (香港創新領軍人物大獎 2021) by Our Hong Kong Foundation (團結香港基金) in July 2022.

Mr. SIN received the Medal of Honour awarded from the Government of Hong Kong on 1 July 2021 and has been elected as a deputy of the fourteenth National People’s Congress in Hong Kong SAR（香港特別行政區第十四屆全國人民代表大會代表）on 15 December 2022.

Mr. SIN graduated from Stanford University in June 1997 with a master’s degree in engineering in economic systems and operations research. Mr. SIN received his triple bachelor’s degrees in computer science/mathematics, economics and industrial management from Carnegie Mellon University in May 1996.

Save as disclosed above, Mr. SIN has not held any other directorship in any other public companies in Hong Kong or overseas in the last three years preceding the Latest Practicable Date and has no other relationship with any Director, member of senior management or substantial or controlling Shareholders of the Company.

As at the Latest Practicable Date, Mr. SIN was interested in 822,137,663 Shares and underlying Shares of the Company, comprising 819,387,663 Shares and share options entitling him to subscribe for 2,750,000 Shares and representing approximately 29.87% of the total issued Shares of the Company. Save as disclosed above, Mr. SIN did not have any interest in the Shares or underlying Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Save as disclosed above, there are no other matters concerning Mr. SIN that need to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules, nor any other matters and information that need to be brought to the attention of Shareholders or required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

Mr. SIN entered into a service agreement with the Company as an Executive Director of the Company for a term of three years pursuant to which he is entitled to an annual Director’s fee of HK$300,000. Such fee is determined with reference to his responsibilities with the Company and the Company’s remuneration policy. Mr. SIN is subject to retirement by rotation at least once every three years and re-election at the annual general meetings of the Company pursuant to the Articles.

−15 −

BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

3. Mr. FAN Yingjie

Mr. FAN Yingjie (樊英傑) , aged 52, is an executive Director. Mr. FAN is the chairman and the chief executive officer of Beijing Wenmai Hudong Technology Company Limited (北京文脈互動科技有限公司) (“ Wenmai Hudong ”), an indirect wholly-owned subsidiary of the Company specialising in mobile game development. He is also the sole director of the subsidiaries of Wenmai Hudong. Mr. FAN has over 15 years of experience in the game development industry in the PRC. Since the establishment of Wenmai Hudong in 2014, Mr. FAN has been responsible for its overall business operation, management and strategic planning. Mr. FAN is also the chief producer of some of the Company’s popular self-developed games, including Legend of Dragon City (龍城傳奇), Blood Legend (血飲傳說), War Song - the Creation (熱血戰歌之創世), Dragon Buster (屠龍戰記) and The World of Legend — Thunder Empire (傳奇世界之雷霆霸業).

Mr. FAN graduated from Handan University (邯鄲大學) (currently known as Handan Polytechnic College (邯鄲職業技術學院)) majoring in business management in 1994.

Save as disclosed above, Mr. FAN has not held any other directorship in any other public companies in Hong Kong or overseas in the last three years preceding the Latest Practicable Date and has no other relationship with any Director, member of senior management or substantial or controlling Shareholders of the Company.

As at the Latest Practicable Date, Mr. FAN was interested in 3,718,000 Shares and underlying Shares of the Company, comprising 918,000 Shares and share options entitling him to subscribe for 2,800,000 Shares and representing approximately 0.14% of the total issued Shares of the Company. Save as disclosed above, Mr. FAN did not have any interest in the Shares or underlying Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Save as disclosed above, there are no other matters concerning Mr. FAN that need to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules, nor any other matters and information that need to be brought to the attention of Shareholders or required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

Mr. FAN entered into a service agreement with the Company as an Executive Director of the Company for a term of three years pursuant to which he is entitled to an annual Director’s fee of HK$180,000. Such fee is determined with reference to his responsibilities with the Company and the Company’s remuneration policy. Mr. FAN is subject to retirement by rotation at least once every three years and re-election at the annual general meetings of the Company pursuant to the Articles.

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BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

4. Mr. ZHANG Shengyan

Mr. ZHANG Shengyan (張聖晏) , aged 33, is a non-executive Director. Mr. ZHANG is the Vice President of Bilibili Inc. (“ Bilibili ”), in charge of the Copyright Cooperation Centre and Investments and Acquisitions Department. He is also the Vice-Chairman of the Beijing Documentary Development Association (首都紀錄片發展協會).

Mr. ZHANG has been responsible for Bilibili’s investments and acquisitions businesses, purchases of Chinese and foreign copyrighted contents, and IP commercialization operations. Being engaged in the development of the Chinese originality brand name of “Made by Bilibili”, Mr. ZHANG has also participated in the investment, production and distribution of a number of premium contents. He has played a leading role in the setting of Bilibili’s original ecology in the areas of Chinese original animated cartoons and documentaries, and has successfully produced and run a number of highly popular and reputable projects including “The Story of Chuaner” and “Incarnation”.

Mr. ZHANG holds a bachelor’s degree in Economics from Shanghai University of Finance and Economics in 2011 and a master’s degree of Science in Economic, Finance and Management from University of Bristol in 2012. Mr. ZHANG is an intermediate economist, holding a practicing license in securities issued by the Securities Association of China and a professional qualification of Chartered Financial Analyst (CFA) from CFA Institute.

Save as disclosed above, Mr. ZHANG has not held any other directorship in any other public companies in Hong Kong or overseas in the last three years preceding the Latest Practicable Date and has no other relationship with any Director, member of senior management or substantial or controlling Shareholders of the Company.

As at the Latest Practicable Date, Mr. ZHANG was interested in 200,000 Shares and underlying Shares of the Company, comprising share options entitling him to subscribe for 200,000 Shares representing approximately 0.00% of the total issued Shares of the Company. Save as disclosed above, Mr. ZHANG did not have any interest in the Shares or underlying Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Save as disclosed above, there are no other matters concerning Mr. ZHANG that need to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules, nor any other matters and information that need to be brought to the attention of Shareholders or required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

Mr. ZHANG entered into an appointment letter with the Company as a Non-Executive Director of the Company for a term of three years pursuant to which he is entitled to an annual Director’s fee of HK$180,000. Such fee is determined with reference to his responsibilities with the Company and the Company’s remuneration policy. Mr. ZHANG is subject to retirement by rotation at least once every three years and re-election at the annual general meetings of the Company pursuant to the Articles.

−17 −

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

The following sets out in detail the proposed amendments to the Articles.

No. Proposed Amendments	No. Proposed Amendments
1 The regulations contained in Table A in the First Schedule to the
Companies ~~Law~~Act shall not apply to the Company.
2.2 “Companies ~~Law~~Act” shall mean the Companies ~~Law ~~				~~(2018~~
~~Revision A~~ct	(As Revised), Cap. 22 of the		Cayman Islands and any
amendments thereto or re-enactments thereof for the time being in
force and includes every other		law incorporated therewith or
substituted therefor.
“dividend” shall include bonus dividends and distributions
permitted by the Companies ~~Law~~Act to be			categorised	as dividends.
“electronic” shall have the meaning given			to it in the Electronic
Transactions ~~Law~~Act.
“Electronic Transactions ~~Law~~Act” shall mean the Electronic
Transactions ~~Law (2003 Revision A~~ct (As Revised) of				the Cayman
Islands and any amendment thereto or re-enactments thereof for the
time being in	force and includes every other law incorporated
therewith or substituted therefor.
“special resolution” shall have the same meaning as ascribed
thereto in the	Companies ~~Law~~Act and shall include a unanimous
written resolution of all members: for this			purpose, the requisite
majority shall be not less than		three-fourths of the votes of such
members as, being entitled to do so, vote in person or,				where
proxies are allowed, by proxy or, in the case of corporations, by
their duly authorised representatives, at a general meeting of which
notice specifying the intention		to propose the resolution as a
special resolution has been duly given, and includes a				special
resolution passed pursuant to Article 13.10.
2.3 Subject as aforesaid, any words defined in			the Companies ~~Law~~Act
shall, if not inconsistent with the subject and/or context, bear the
same meanings in these Articles.
2.6 Sections 8 and 19(3) of the Electronic Transactions ~~Law~~Act shall
not apply.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

No.	Proposed Amendments	Proposed Amendments
3.2	Subject to the provisions of these Articles and to any direction that					Issue of shares
	may be given by the Company in		general meeting and without
	prejudice to any special rights conferred on the holders of any
	existing shares or attaching to any class			of shares, any share may
	be issued with or have	attached thereto such preferred, deferred,
	qualified or other special rights or restrictions, whether in regard to
	dividend, voting, return of capital or otherwise, and to such persons
	at such times and for such consideration as the Board may
	determine. Subject to the Companies ~~Law~~Act				and to any special
	rights conferred on any members		or attaching to any class of
	shares, any share may,	with the sanction of a			special resolution, be
	issued on terms that it	is, or at the option of			the Company or the
	holder thereof is, liable to be redeemed.			No shares shall be issued
	to bearer.
3.4	If at any time the share capital of the Company is divided into					How class rights
	different classes of shares, all or		any of	the rights attached to any		may be modified
	class of shares for the	time being	issued (unless the provisions of
	the Companies ~~Law~~Act, be varied or abrogated with the consent in
	writing of the holders of not less		than three-fourths in nominal
	value of the issued shares of that		class or with the sanction of a
	special resolution passed at a separate meeting of the holders of
	shares of that class. To every such separate meeting all the
	provisions of these Articles relating to general meetings shall
	mutatis mutandis apply, but so that the quorum for the purposes of
	any such separate meeting and of		any adjournment thereof shall be
	a person or persons together holding (or representing by proxy or
	duly authorised representative) at		the date of		the relevant meeting
	not less than one-third	in nominal value		of the issued shares of that
	class.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

No. Proposed Amendments	No. Proposed Amendments
3.7 Subject to the Companies ~~Law~~Act, or any other law or		so far as not	Company may
prohibited by any law or the Listing Rules and subject		to any rights	purchase and
conferred on the holders of any class of shares, the Company shall			finance the
have the power to	purchase or otherwise acquire any of its own		purchase of own
shares (which expression as used in this Article includes			shares and
redeemable shares) provided that the manner of purchase has first			warrants
been authorised by	a resolution of the members, and to purchase or
otherwise acquire warrants for the subscription or purchase of its
own shares, and shares and warrants for the subscription or
purchase of any shares in any company which is its holding
company and may	make payment therefor in any manner authorised
or not prohibited by law, including out of capital, or to give,
directly or indirectly, by means of a loan, a guarantee,		a gift, an
indemnity, the provision of security or otherwise howsoever,
financial assistance for the purpose of or in connection with a
purchase or other acquisition made or to be made by any person of
any shares or warrants in the Company or any company which is a
holding company of the Company and should the Company
purchase or otherwise acquire its own shares or warrants neither the
Company nor the Board shall be required to select the		shares or
warrants to be purchased or otherwise acquired rateably or in any
other manner as between the holders of shares or warrants of the
same class or as between them and the holders of shares or
warrants of any other class or in accordance with the rights as to
dividends or capital conferred by any class of shares provided
always that any such purchase or other acquisition or financial
assistance shall only be made in accordance with any relevant code,
rules or regulations issued by the Exchange or the Securities and
Futures Commission of Hong Kong from time to time in force.
3.10 Subject to the provisions of the Companies ~~Law~~Act and the			Redemption
Memorandum, and	to any special rights conferred on the holders of
any shares or attaching to any class of shares, shares may be issued
on the terms that they may be, or at the option of the Company or
the holders are, liable to be redeemed on such terms and in such
manner, including out of capital, as determined by a special
resolution.
3.14 Subject to the provisions of the Companies ~~Law~~Act, the			Shares at the
Memorandum and these Articles relating to new shares, the			disposal of the
unissued shares in	the Company (whether forming part	of its	Board
original or any increased capital) shall be at the disposal of the
Board, which may	offer, allot, grant options over or otherwise
dispose of them to	such persons, at such times and for	such
consideration, and	upon such terms, as the Board shall	determine.

−20 −

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

No. Proposed Amendments	No. Proposed Amendments
3.15 The Company may,	unless prohibited by law, at any time pay a			Company may pay
commission to any person for subscribing or agreeing to subscribe				commissions
(whether absolutely	or conditionally) for any shares in the
Company or procuring or agreeing to procure subscriptions
(whether absolute or conditional) for		any shares	in the Company,
but so that the conditions and requirements of the Companies
~~Law~~Act shall be observed and complied with, and in each case the
commission shall not exceed 10% of		the price at which the shares
are issued.
4.1 The Board shall cause to be kept at such place within or outside				Share register
the Cayman Islands	as it deems fit a	principal register of the
members and there shall be entered therein the particulars of the
members and the shares issued to each of them and other
particulars required	under the Companies ~~Law~~Act.
4.4 Notwithstanding anything contained in this Article 4, the Company
shall as soon as practicable and on a		regular basis record in the
principal register all transfers of shares effected			on any branch
register and shall at all times maintain the principal register in such
manner as to show at all times the members for			the time being and
the shares respectively held by them, in all respects in accordance
with the Companies	~~Law~~Act.
4.5 For so long as any shares are listed on the Exchange, title to such
listed shares may be evidenced and transferred in accordance with
the Listing Rules that are or shall be applicable to such listed
shares. The register	of members maintained by the Company in
respect of such listed shares (whether the principal register or a
branch register) may be kept by recording the particulars required
by Section 40 of the Companies ~~Law~~Act in a form otherwise than
legible (provided it	is capable of being reproduced in a legible
form) if such recording otherwise complies with			the Listing Rules
that are or shall be	applicable to such listed shares.

−21 −

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

No.		Proposed Amendments	Proposed Amendments
4.11		Every person whose name is entered as a member in the		register	Share certificates
		shall be entitled to receive, within any relevant time limit as
		prescribed in the	Companies ~~Law~~Act or as the Exchange may from
		time to time determine, whichever is shorter, and subject to
		payment of any fees which may be payable pursuant to Article 7.8,
		after allotment or lodgement of transfer, or within such other period
		as the conditions	of issue shall provide, one certificate for all his
		shares of each class or, if he shall so request, in a case where the
		allotment or transfer is of a number of shares in excess of the
		number for the time being forming an Exchange board lot, such
		numbers of certificates for shares in Exchange board lots or
		multiples thereof	as he shall request and one for the balance (if
		any) of the shares in question, provided that, in respect of a share
		or shares held jointly by several persons, the Company shall not be
		bound to issue a	certificate or certificates to each such person, and
		the issue and delivery of a certificate or certificates to one of
		several joint holders shall be sufficient delivery to all such holders.
		All certificates for shares shall be delivered personally or sent
		through the post	addressed to the member entitled thereto at his
		registered address as appearing in the register.
10.1	(b)	cancel any shares which at the date of the passing of the resolution
		have not been taken or agreed to be taken by any person, and
		diminish the amount of its share capital by the amount of the
		shares so cancelled subject to the provisions of the Companies
		~~Law~~Act; and
10.1	(c)	sub-divide its shares or any of them into shares of smaller amount
		than is fixed by the Memorandum of Association of the Company,
		subject nevertheless to the provisions of the Companies		~~Law~~Act,
		and so that the resolution whereby any share is sub-divided may
		determine that, as between the holders of the shares resulting from
		such sub-division, one or more of the shares may have any such
		preferred or other special rights, over, or may have such		deferred
		rights or be subject to any such restrictions as compared with the
		others as the Company has power to attach to unissued or new
		shares.
10.2		The Company may by special resolution reduce its share capital or			Reduction of
		any capital redemption reserve in any manner authorised and			capital
		subject to any conditions prescribed by the Companies ~~Law~~Act.
11.5		The Board shall cause a proper register to be kept, in accordance			Register of
		with the provisions of the Companies ~~Law~~Act, of all mortgages and			charges to be kept
		charges specifically affecting the property of the Company and
		shall duly comply with the requirements of the Companies ~~Law~~Act
		in regard to the registration of mortgages and charges therein
		specified and otherwise.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

No. Proposed Amendments	No. Proposed Amendments
12.1 The Company shall hold a general meeting as its annual general					When annual
meeting in each financial year ~~other than the year ~~				~~of the~~	general meeting to
~~Company’s adoption of these Articles, within a period of not more~~					be held
~~than 15 months after the holding of ~~		~~the last preceding annual~~
~~general meeting or not more than 18 months after ~~				~~the date of~~
~~adoption of these Articles (or such longer period as the Exchange~~
~~may authorise)~~. The annual general		meeting shall		be specified as
such in the notices calling it and shall be held at such time and
place as the Board shall appoint.
12.3 The Board may, whenever it thinks		fit, convene an extraordinary			Convening of
general meeting. General meetings shall also be convened on the					extraordinary
written requisition	of any one or more members holding together,				general meeting
as at the date of deposit of the requisition, shares				representing not
less than one-tenth of the ~~paid up capital ~~voting rights, on a one
vote per share basis, of the Company			which carry	the right of
voting at general meetings of the Company. The written requisition
shall be deposited	at the principal office of the Company in Hong
Kong or, in the event the Company		ceases to have such a principal
office, the registered office of the Company, specifying the objects
of the meeting and the resolutions to be added to				the meeting
agenda, and signed by the requisitionist(s). If the				Board does not
within 21 days from the date of deposit of the requisition proceed
duly to convene the meeting to be held within a further 21 days,
the requisitionist(s) themselves or any of them representing more
than one-half of the total voting rights of all of them, may convene
the general meeting in the same manner, as nearly as possible, as
that in which meetings may be convened by the Board provided
that any meeting so convened shall		not be held after the expiration
of three months from the date of deposit of the requisition, and all
reasonable expenses incurred by the requisitionist(s) as a result of
the failure of the Board shall be reimbursed to them by the
Company.

−23 −

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

No. Proposed Amendments	No. Proposed Amendments
14.1 Subject to any special rights,		privileges or restrictions as to voting			Votes of members
for the time	being attached to any class or classes of shares, at any
general meeting ~~where a show of hands is allowed,~~(a) every
member present in person (or, in the case of a member being a
corporation,	by its duly authorised representative) or by			proxy shall
have the right to speak, (b) on a show of hands, every member
present in such manner shall		have one vote,	and (c) on a poll every
member present in ~~person (or, in the case of a member being a~~
~~corporation, ~~	~~by its duly authorised representative) or by ~~			~~proxy~~such
manner shall have one vote for each share registered in				his name in
the register.	On a poll a member entitled to		more than one vote is
under no obligation to cast all his votes in the same way. For the
avoidance of doubt, where more than one proxy is appointed by a
recognized clearing house (or its nominee(s)), each such proxy
shall have one vote on a show of hands and			is under no	obligation
to cast all his votes in the same way on a poll.
16.2 The Board shall have power from time to time and at any time to					Board may fill
appoint any	person as a Director either to fill a casual vacancy or				vacancies or
as an addition to the Board. Any Director so appointed shall hold					appoint additional
office only until the ~~next following~~first annual general meeting of					Directors
the Company after his appointment and shall then be eligible for
re-election at that meeting.
16.3 The Company may from time		to time in general meeting by			Power of general
ordinary resolution increase or reduce the number of Directors but					meeting to
so that the number of Directors shall not be			less than two. Subject		increase or reduce
to the provisions of these Articles and the Companies ~~Law~~Act, the					the number of
Company may by ordinary resolution elect any person to be a					Directors
Director either to fill a casual vacancy or as an addition to the
existing Directors.
16.5 The Company shall keep at its registered office a register of					Register of
directors and officers containing their names and addresses and any					Directors and
other particulars required by the Companies			~~Law~~Act and shall send		notification of
to the Registrar of Companies of the Cayman Islands a copy of					changes to
such register and shall from time to time notify to the Registrar of
Companies of the Cayman Islands any change that takes				place in
relation to such Directors as required by the			Companies	~~Law~~Act.

−24 −

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

No.	Proposed Amendments
16.6	The Company may by ordinary resolution at any time remove any		Power to remove
	Director (including a Managing Director or other executive		Director by
	Director) before the expiration of his ~~period~~term of office		ordinary
	notwithstanding anything in these Articles or in any agreement		resolution
	between the Company and such Director, and may by ordinary
	resolution elect another person in his stead. Any person so elected
	shall hold office during such time only as the Director in whose
	place he is elected would have held the same if he had	not been
	removed. Nothing in this Article should be taken as depriving a
	Director removed under any provision of this Article of
	compensation or damages payable to him in respect of the
	termination of his appointment as Director or of any other
	appointment or office as a result of the termination of his
	appointment as Director or as derogatory from any power to remove
	a Director which may exist apart from the provision of	this Article.
18.1	Subject to any exercise by the Board of the powers conferred by		General powers of
	Articles 19.1 to 19.3, the management of the business of the		Company vested
	Company shall be vested in the Board which, in addition to the		in Board
	powers and authorities by these Articles expressly conferred upon
	it, may exercise all such powers and do all such acts and things as
	may be exercised or done or approved by the Company	and are not
	hereby or by the Companies ~~Law~~Act expressly directed	or required
	to be exercised or done by the Company in general meeting, but
	subject nevertheless to the provisions of the Companies ~~Law~~Act
	and these Articles and to any regulation from time to time made by
	the Company in general meeting not being inconsistent	with such
	provisions or these Articles, provided that no regulation so made
	shall invalidate any prior act of the Board which would have been
	valid if such regulation had not been made.
18.3	Except as would be permitted by the Companies Ordinance if the
	Company were a company incorporated in Hong Kong,	and except
	as permitted under the Companies ~~Law~~Act, the Company shall not
	directly or indirectly:
	(a) make a loan to a Director or his close associates or a director
	of any holding company of the Company or a body corporate
	controlled by such a director or Director;
	(b) enter into any guarantee or provide any security in connection
	with a loan made by any person to a Director or such a
	director or a body corporate controlled by such a director or
	Director; or
	(c) if any one or more of the Directors hold (jointly or severally
	or directly or indirectly) a controlling interest in another
	company, make a loan to that other company or enter into any
	guarantee or provide any security in connection with a loan
	made by any person to that other company.

−25 −

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

No. Proposed Amendments	No. Proposed Amendments	No. Proposed Amendments
21.1 The	Secretary shall be appointed by the Board for such term, at				Appointment of
such	remuneration and upon such conditions as it may think fit, and				Secretary
any Secretary so appointed may be removed by the			Board. Anything
by the Companies ~~Law~~Act or these Articles required or authorised
to be done by or to the Secretary, if the office is vacant or there is
for any other reason no Secretary capable of acting, may be done
by or to any assistant		or deputy Secretary appointed by the Board,
or if	there is no assistant or deputy Secretary capable of acting,			by
or to any officer of the Company authorised generally or
specifically in that behalf by the Board.
21.2 A provision of the Companies ~~Law~~Act or of these Articles requiring					Same person not
or authorising a thing		to be done by or to a Director and the			to act in two
Secretary shall not be		satisfied by its being done by or to the same			capacities at once
person acting both as		Director and as or in place of	the Secretary.
23.1 The	Company in general meeting may upon the recommendation of				Power to
the Board by ordinary resolution resolve that it is desirable to					capitalise
capitalise all or any part of the amount for the time			being standing
to the credit of any of the Company’s reserve accounts or funds or
to the credit of the profit and loss account or otherwise available
for distribution (and not required for the payment or provision of
dividend on any shares with a preferential right to dividend) and
accordingly that such		sums be set free for distribution amongst		the
members who would have been entitled thereto if distributed by
way	of dividend and in the same proportion on condition that the
same be not paid in cash but be applied either in or towards paying
up any amounts for the time being unpaid on any shares held by
such	members respectively or paying up in full unissued shares,
debentures or other securities of the Company to be allotted and
distributed credited as fully paid up to and amongst			such members
in proportion aforesaid or partly in one way and partly in the other,
and the Board shall give effect to such resolution, provided that a
share premium account and a capital redemption reserve and any
reserve or fund representing unrealised profits may,			for the
purposes of this Article, only be applied in paying up unissued
shares to be issued to		members as fully paid up shares or paying up
calls or instalments due or payable on partly paid securities of the
Company subject always to the provisions of the Companies
~~Law~~Act.
24.1 Subject to the Companies ~~Law~~Act and these Articles, the Company					Power to declare
in general meeting may declare dividends in any currency but no					dividends
dividends shall exceed the amount recommended by			the Board.

−26 −

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

No. Proposed Amendments	No. Proposed Amendments
24.12 The Board shall establish an account to be called the share					Share premium
premium account and shall carry to the credit of			such account from		and reserves
time to	time a sum equal to the amount or value		of the premium
paid on	the issue of any	share in the Company. The Company may
apply the share premium		account in any manner	permitted by the
Companies ~~Law~~Act. The		Company shall at all times comply with
the provisions of the Companies ~~Law~~Act in relation to the share
premium account.
24.19 The Board, with the sanction of the members in general meeting,					Dividend in specie
may direct that any dividend be satisfied wholly			or in part by the
distribution of specific assets of any kind and in			particular of paid
up shares, debentures or		warrants to subscribe securities of any
other company, or in any one or more of such ways, and where any
difficulty arises in regard to the distribution the Board may settle
the same as it thinks expedient, and in particular			may disregard
fractional entitlements, round the same up or down or provide that
the same shall accrue to		the benefit of the Company, and may fix
the value for distribution of such specific assets,			or any part
thereof, and may determine that cash payments shall be made to
any members upon the footing of the value so fixed in order				to
adjust the rights of all parties, and may vest any			such specific
assets in trustees as may		seem expedient to the Board and may
appoint	any person to sign any requisite instruments of transfer and
other documents on behalf of the persons entitled to the dividend
and such appointment shall be effective. Where required, a contract
shall be filed in accordance with the provisions of the Companies
~~Law~~Act and the Board may appoint any person to sign such
contract on behalf of the persons entitled to the dividend and such
appointment shall be effective.
27 The Board shall make the requisite annual returns and any other					Annual returns
requisite filings in accordance with the Companies ~~Law~~Act.					and filings
28.1 The Board shall cause to be kept such books of account as are					Accounts to be
necessary to give a true and fair view of the state of the					kept
Company’s affairs and to show and explain its transactions and
otherwise in accordance		with the Companies ~~Law~~Act.
28.2 The books of account shall be kept at the Company’s principal					Where accounts
place of business in Hong Kong or, subject to the provisions				of the	are to be kept
Companies ~~Law~~Act, at such other place or places as the Board
thinks fit and shall always be open to inspection			by the Directors.

−27 −

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

No. Proposed Amendments	No. Proposed Amendments
28.3 The Board shall from time to time determine whether, to what					Inspection by
extent, at what times and places and under what			conditions or		members
regulations, the accounts		and books of the Company, or any		of
them, shall be open to inspection by the members (other than
officers	of the Company) and no member shall have any right of
inspecting any accounts or books or documents of the Company
except as conferred by the Companies ~~Law~~Act or any other relevant
law or regulation or as authorised by the Board or by the Company
in general meeting.
28.6 To the extent permitted by and subject to due compliance with
these Articles, the Companies ~~Law~~Act and all applicable rules and
regulations, including, without limitation, the rules of the
Exchange, and to obtaining all necessary consents, if any, required
thereunder, the requirements of Article 28.5 shall be deemed
satisfied in relation to any member or any holder of debentures of
the Company by sending		to such person instead of such copies, not
less than 21 days before		the date of the annual general meeting, in
any manner not prohibited by these Articles and			the Companies
~~Law~~Act, a summary financial statement derived from the
Company’s annual accounts, together with the Directors’ report and
the Auditors’ report on such accounts, which shall be in the				form
and containing the information required by these			Articles, the
Companies ~~Law~~Act and all applicable laws and regulations,
provided that any person		who is otherwise entitled to the annual
accounts of the Company, together with the Director’s report and
the Auditor’s report thereon may, if he so requires, by notice in
writing	served on the Company, demand that the		Company sends to
him, in	addition to the summary financial statement, a complete
printed	copy of the Company’s annual accounts,		together with the
Directors’ report and the		Auditor’s report thereon.
29.1 The Auditors shall audit		the profit and loss account and balance			~~Appointment and~~
sheet of the Company in		each year and shall prepare a report			~~remuneration of~~
thereon	to be annexed thereto. Such report shall		be laid before the		Auditors
Company at its annual general meeting in each year and shall be
open to	inspection by any member. The Auditors		shall at the	next
annual general meeting following their appointment and at any
other time during their term of office, upon request of the Board or
any general meeting of the members, make a report on the accounts
of the Company during their tenure of office.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

No. Proposed Amendments	No. Proposed Amendments	No. Proposed Amendments
29.2 The	Company shall at every annual general meeting by ordinary			Appointment,
resolution appoint an		auditor or auditors of the Company who shall		removal and
hold	office until the next annual general meeting. The removal of			remuneration of
an Auditor before the		expiration of his period of office shall		Auditors
require the approval of an ordinary resolution of the members in
general meeting. The		remuneration of the Auditors shall be fixed by
the Company at the annual general meeting at which they are
appointed by ordinary resolution, provided that in respect of any
particular year the Company in general meeting may delegate the
fixing of such remuneration to the Board. No person may be
appointed as the, or an, Auditor, unless he is independent of the
Company. The Board		may before the first annual general meeting
appoint an auditor or		auditors of the Company who	shall hold
office until the first annual general meeting unless previously
removed by an ordinary resolution of the members in general
meeting in which case the members at that meeting			may appoint
Auditors. ~~The Board may fill any casual vacancy in ~~			~~the office of~~
~~Auditor but while any such vacancy continues the surviving or~~
~~continuing Auditor or ~~		~~Auditors, if any, may act. The remuneration~~
~~of any Auditor appointed by the Board under this Article may be~~
~~fixed by the Board.~~
32.1 Subject to the Companies Act, the Company may by special
resolution resolve that the Company be wound up voluntarily.
~~32.1~~32.2 If the Company shall		be wound up (whether the liquidation is		Power to
voluntary, under supervision or by the court) the liquidator may,				distribute assets
with	the authority of a special resolution of the Company and any			in specie following
other sanction required by the Companies ~~Law~~Act divide among the				liquidation
members in specie or		kind the whole or any part of	the assets of
the Company (whether the assets shall consist of property of one
kind	or shall consist of properties of different kinds) and may for
such	purpose set such	value as he deems fair upon any property to
be divided and may determine how such division shall be carried
out as between the members or different classes of members. The
liquidator may, with the like authority or sanction vest the whole or
any part of such assets in trustees upon such trusts			for the benefit
of the members as the liquidator, with the like authority or sanction
and subject to the Companies ~~Law~~Act, shall think fit, and the
liquidation of the Company may be closed and the Company
dissolved, but so that		no member shall be compelled to accept any
assets, shares or other securities in respect of which there is a
liability.

−29 −

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

No. Proposed Amendments	No. Proposed Amendments	No. Proposed Amendments
~~32.2~~32.3 If the Company shall be wound up, and the assets available for					Distribution of
distribution amongst the members as such shall be insufficient to					assets in
repay the whole of the paid-up capital, such assets shall be					liquidation
distributed so that, as nearly as may be, the losses shall be borne
by	the members in proportion to the capital paid up,		or which
ought to have been paid up, at the commencement of			the winding
up	on the shares held by them respectively. If in a winding up the
assets available for distribution amongst the members shall be more
than sufficient to repay the whole of the capital paid			up at the
commencement of the winding up, the excess shall be distributed
amongst the members in proportion to the capital paid up at the
commencement of the winding up on the shares held			by them
respectively. This Article is to be without prejudice to the rights				of
the	holders of shares issued upon special terms and conditions.
~~32.3~~32.4 In the event of a winding-up of the Company in Hong Kong, every					Service of process
member who is not for the time being in Hong Kong			shall be
bound, within 14 days after the passing of an effective resolution to
wind up the Company voluntarily, or the making of an order for the
winding-up of the Company, to serve notice in writing on the
Company appointing some person resident in Hong Kong and
stating that person’s		full name, address and occupation upon whom
all	summonses, notices, process, orders and judgments in relation to
or under the winding-up of the Company may be served, and in
default of such nomination the liquidator of the Company shall be
at liberty on behalf of such member to appoint some			such person,
and service upon any such appointee, whether appointed by the
member or the liquidator, shall be deemed to be good personal
service on such member for all purposes, and, where			the liquidator
makes any such appointment, he shall with all convenient speed
give notice thereof to such member by advertisement			as he shall
deem appropriate or		by a registered letter sent through the post and
addressed to such member at his address as appearing in the
register, and such notice shall be deemed to be service on the day
following that on which the advertisement first appears or the letter
is posted.
33.2 Subject to the Companies ~~Law~~Act, if any Director or			other person
shall become personally liable for the payment of any sum
primarily due from the Company, the Board may execute or cause
to be executed any mortgage, charge, or security over or affecting
the	whole or any part of the assets of the Company by way of
indemnity to secure		the Director or person so becoming liable as
aforesaid from any loss in respect of such liability.

−30 −

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

No.	Proposed Amendments	Proposed Amendments
34	~~The financial year of the Company shall ~~			~~be prescribed by ~~	~~the Board~~ Financial year
	~~and may, from time to time, be changed by it. ~~Unless the				Directors
	otherwise prescribe, the financial year of			the Company shall end on
	31 December in each year and, following the year of incorporation,
	shall begin on 1 January in		each year.
35	Subject to the Companies ~~Law~~Act, the Company may at any time Amendment of
	and from time to time by special resolution alter or amend the Memorandum and
	Memorandum and these Articles in whole or in part.				Articles
36	The Company shall, subject to the provisions of the Companies Transfer by Way
	~~Law~~Act and with the approval of a special resolution, have the of Continuation
	power to register by way of continuation			as a body corporate under
	the laws of any jurisdiction outside the Cayman Islands and to be
	deregistered in	the Cayman	Islands.
37	The Company shall, with the approval of			a special resolution, have Mergers and
	the power to merge or consolidate with one or more constituent Consolidations
	companies (as defined in the Companies			~~Law~~Act), upon such terms
	as the Directors may determine.

−31 −

NOTICE OF ANNUAL GENERAL MEETING

==> picture [41 x 32] intentionally omitted <==

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)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ Meeting ”) of CMGE Technology Group Limited (the “ Company ”) will be held on Friday, 2 June 2023 at 10:00 a.m. at 8th Floor, Building No. 4, Zhuoyue Meilin Centre Square, Zhongkang North Road, Futian District, Shenzhen, Guangdong Province, the PRC for the following purposes:

ORDINARY RESOLUTIONS

To receive and consider the audited consolidated financial statements of the Company and its subsidiaries, and the reports of the directors and auditor for the year ended 31 December 2022.
(a) To re-elect, each as a separate resolution, the following persons as directors of the Company (together with all other directors of the Company, the “ Directors ”):
- (i) Mr. XIAO Jian as an executive Director;
- (ii) Mr. SIN Hendrick M.H. as an executive Director;
- (iii) Mr. FAN Yingjie as an executive Director; and
- (iv) Mr. ZHANG Shengyan as a non-executive Director.
(b) To authorise the board of Directors (the “ Board ”) to fix the remuneration of the Directors.
To re-appoint BDO Limited as the auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorise the Board to fix their remuneration.

−32 −

NOTICE OF ANNUAL GENERAL MEETING

To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to purchase issued ordinary shares of nominal value of US$0.0001 each in the share capital of the Company (the “ Shares ”) be and is hereby generally and unconditionally approved;
(b) the total number of Shares which may be purchased on The Stock Exchange of Hong Kong Limited or any other stock exchange on which securities of the Company may be listed and which is recognised for this purpose by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited pursuant to the approval in paragraph (a) above shall not exceed or represent more than 10 per cent of the total number of issued shares of the Company at the date of passing this resolution, and the said approval shall be limited accordingly;

for the purpose of this resolution, “ Relevant Period ” means the period from the 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 articles of association of the Company or any applicable law(s) to be held; or
(iii) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in a general meeting.”
To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT a general mandate be and is hereby unconditionally given to the Directors to exercise full powers of the Company to allot, issue and deal with additional Shares which might require the exercise of such powers, whether during the continuance of such mandate or thereafter, provided that, otherwise than pursuant to (i) a rights issue where Shares are offered to shareholders on a fixed record date in proportion to their then holdings of Shares; (ii) an issue of Shares pursuant to the exercise of rights of subscription or conversion under the terms of any existing warrants, bonds, debentures, notes or other securities which carry rights to subscribe for or are convertible into Shares; (iii) the grant or exercise of options granted under any share option scheme adopted by the Company; (iv)

−33 −

NOTICE OF ANNUAL GENERAL MEETING

any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend in accordance with the articles of association of the Company; (v) the vesting of restricted share units granted or to be granted pursuant to the restricted share unit schemes adopted by the Company; or (vi) a specific authority granted by the shareholders of the Company in a general meeting, the total number of the Shares allotted shall not exceed the aggregate of:

(a) 20 per cent of the total number of issued Shares of the Company as at the date of the passing of this resolution, plus
(b) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the total number of Shares purchased by the Company subsequent to the passing of this resolution (not exceeding 10 per cent of the total number of issued shares of the Company as at the date of the passing of ordinary resolution no. 6).

Such mandate shall expire at 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 articles of association of the Company or any applicable law(s) to be held; or
(iii) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in a general meeting.”
To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT subject to ordinary resolutions nos. 4 and 5 being duly passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with additional Shares pursuant to ordinary resolution no. 5 be and is hereby extended by adding the number of Shares purchased by the Company under the authority granted pursuant to ordinary resolution no. 4, provided that such extended amount shall not exceed 10 per cent of the total number of issued shares of the Company as at the date of the passing of this resolution.”

−34 −

NOTICE OF ANNUAL GENERAL MEETING

SPECIAL RESOLUTION

To consider and, if thought fit, pass the following resolution as a special resolution:

“ THAT the proposed amendments to the Articles as set out in the circular of the Company dated 25 April 2023 (the “ Proposed Amendments ”) be and hereby approved and adopted, THAT the second amended and restated memorandum and articles of association of the Company (the “ New Memorandum and Articles of Association ”), which contains all the Proposed Amendments and a copy of which has been produced to this meeting and marked “A” and initialled by the chairman of the meeting, be and are hereby approved and adopted in substitution for and to the exclusion of the existing memorandum and articles of association of the Company with immediate effect, and THAT any Director or the Company Secretary of the Company be and is hereby authorized to do all things necessary to effect and record the adoption of the New Memorandum and Articles of Association.”

By order of the Board CMGE Technology Group Limited XIAO Jian Chairman

Hong Kong, 25 April 2023

As at the date of this notice, the Board comprises Mr. XIAO Jian, Mr. SIN Hendrick M.H. and Mr. FAN Yingjie as executive Directors, Mr. Zhang Shengyan as non-executive Director; and Ms. NG Yi Kum, Mr. TANG Liang and Mr. HO Orlando Yaukai as independent non-executive Directors.

Registered Office: Principal Place of Business in P.O. Box 309 Hong Kong: Ugland House 13th Floor, 8 Wyndham Street Grand Cayman KY1-1104 Central Cayman Islands Hong Kong

Notes:

Any shareholder entitled to attend and vote at the above 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.
In order to be valid, a 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 above 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 adjourned meeting, should you so wish.
A proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

−35 −

NOTICE OF ANNUAL GENERAL MEETING

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).
On a poll, every member present in person or by proxy shall be entitled to one vote for each Share registered in his name. The result of such poll shall be deemed to be the resolution of the Meeting at which the poll was so taken.
Concerning resolution no. 4 above, the Directors wish to state that they will exercise the powers conferred thereby to purchase Shares of the Company in circumstances which they deem appropriate for the benefit of the shareholders. The explanatory statement containing the information necessary to enable the 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 Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited is set out in the appendix to the circular of the Company dated 25 April 2023.
For determining the entitlement to attend and vote at the above Meeting, the register of members of the Company will be closed from Tuesday, 30 May 2023 to Friday, 2 June 2023 (both days inclusive), during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the above Meeting, unregistered shareholders shall ensure that all transfer documents accompanied by the relevant Share certificates must be lodged with the Company’s Hong Kong branch registrar and transfer office, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Monday, 29 May 2023.

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CMGE Technology Group Limited — Proxy Solicitation & Information Statement 2023

49109_rns_2023-04-25_c16d8aba-8eca-4278-a5c4-34da90cb6a5d.pdf

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

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

PROPOSED RE-APPOINTMENT OF AUDITOR

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND BUY BACK SHARES

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

AND

NOTICE OF ANNUAL GENERAL MEETING

DEFINITIONS

DEFINITIONS

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

(Stock Code: 0302)

PROPOSED RE-ELECTION OF RETIRING DIRECTORS PROPOSED RE-APPOINTMENT OF AUDITOR PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND BUY BACK SHARES PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION AND

NOTICE OF ANNUAL GENERAL MEETING

I. INTRODUCTION

II. RE-ELECTION OF RETIRING DIRECTORS

III. RE-APPOINTMENT OF AUDITOR

IV. SHARE BUY-BACK MANDATE

V. SHARE ISSUE MANDATE

VI. PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

VII. AGM

VIII. ACTIONS TO BE TAKEN

IX. VOTING BY WAY OF POLL

X. RESPONSIBILITY STATEMENT

XI. RECOMMENDATIONS

LISTING RULES

THE SHARE BUY-BACK MANDATE

REASONS FOR SHARE BUY-BACKS

FUNDING OF SHARE BUY-BACKS

APPENDIX I

INTENTION OF DIRECTORS AND CORE CONNECTED PERSONS TO SELL SHARES

DIRECTORS’ UNDERTAKING

MARKET PRICES

SHARE BUY-BACKS MADE BY THE COMPANY

TAKEOVERS CODE

EXTENSION OF SHARE ISSUE MANDATE

1. Mr. XIAO Jian

APPENDIX II

2. Mr. SIN Hendrick M.H.

3. Mr. FAN Yingjie

4. Mr. ZHANG Shengyan

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

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

“ THAT :

SPECIAL RESOLUTION

By order of the Board CMGE Technology Group Limited XIAO Jian Chairman

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CMGE Technology Group Limited Proxy Solicitation & Information Statement 2023