CMGE Technology Group Limited — Proxy Solicitation & Information Statement 2024

Apr 23, 2024

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

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 0302)

Proxy Form for the Annual General Meeting to be held on Monday, 27 May 2024

I/We [(Note][1)]

of

being the registered holder(s) of

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

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

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting (or any adjournment thereof) 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 Monday, 27 May 2024 at 10:00 a.m. (the “ Meeting ”) for the purposes of considering and, if thought fit, passing the following resolutions as set out in the Notice of Annual General Meeting and at the Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below [(Note][4)] or, if no such indication is given, as my/our proxy thinks fit.

			ORDINARY RESOLUTIONS (Note 5)	ORDINARY RESOLUTIONS (Note 5)	ORDINARY RESOLUTIONS (Note 5)	ORDINARY RESOLUTIONS (Note 5)		FOR (Note 4)	AGAINST (Note 4)
	1.		To receive and consider the audited			consolidated financial statements of the
			Company, its subsidiaries and the		consolidated operating entities in the PRC,
			and the reports of the directors and			auditor for the year ended 31 December
			2023.
	2(a)		(i) To re-elect Mr. JIANG Yukai as a non-executive				Director.
			(ii) To re-elect Ms. NG Yi Kum as an independent non-executive Director.
			(iii) To re-elect Mr. TANG Liang as an independent non-executive Director.
			(iv) To re-elect Mr. HO Orlando			Yaukai as an independent non-executive
			Director.
	2(b)		To authorise the board of Directors			(the “Board”) to fix the remuneration of
			the Directors.
	3.		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.
	4.		To grant a general mandate to the		Directors to buy back		shares not exceeding
			10% of the total number of issued shares of the Company.
	5.		To grant a general mandate to the			Directors to allot,	issue and deal with
			additional shares of the Company		not exceeding 20% of the total number of
			issued shares of the Company.
	6.		To extend the authority given to the			Directors pursuant to ordinary resolution
			no. 5 to allot, issue and deal with	additional shares of the Company by adding
			the total number of shares bought			back by the Company under ordinary
			resolution no. 4.
			SPECIAL RESOLUTION (Note 5)
	7.		To approve the proposed amendments to the Memorandum and Articles of
			Association of the Company and	the adoption of the New Memorandum and
			Articles of Association.

Signed [(Note][6)]

Date

Notes:

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

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

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

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

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

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

7. In order to be valid, this proxy form together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at the Company’s Hong Kong branch registrar and transfer office, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time for holding the Meeting or any adjournment thereof.

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

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

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

PERSONAL INFORMATION COLLECTION STATEMENT

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

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

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

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