CMGE Technology Group Limited — Proxy Solicitation & Information Statement 2026

Apr 23, 2026

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

CMGE

中手游

CMGE Technology Group Limited

中手游科技集团有限公司

(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, 29 May 2026 at 10:00 a.m. at 10th Floor, Building No. 4, Zhuoyue Meilin Centre Square, Zhongkang North Road, Futian District, Shenzhen, Guangdong Province, the PRC for the following purposes:

ORDINARY RESOLUTIONS

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 2025.

2. (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. LIU Shanshan as a non-executive Director;
(ii) Ms. NG Yi Kum as an independent non-executive Director;
(iii) Mr. TANG Liang as an independent non-executive Director; and
(iv) Mr. HO Orlando Yaukai as an independent non-executive Director.

(b) To authorise the board of Directors (the "Board") to fix the remuneration of the Directors.

1. 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.

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1. 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 (the “Stock Exchange”) 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 pursuant to the approval in paragraph (a) above shall not exceed or represent more than 10 per cent of the total number of Shares (excluding treasury shares, if any) 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 (the “Shareholders”) in a general meeting.”

1. 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 (including any sale or transfer of treasury shares, if any) 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

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under any share option scheme adopted by the Company; (iv) 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 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 (excluding treasury shares, if any) 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) 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 (excluding treasury shares, if any) 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 in a general meeting."

1. 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 (including any sale or transfer of treasury shares, if any) 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 (excluding treasury shares, if any) as at the date of the passing of this resolution."

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SPECIAL RESOLUTION

1. 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 23 April 2026 (the “Proposed Amendments”) be and hereby approved and adopted, THAT the fourth 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 authorised 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, 24 April 2026

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

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

Notes:

1. 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 but must attend the Meeting in person to represent you.

2. 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.

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1. 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.

2. 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).

3. 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.

4. 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 Appendix I to the circular of the Company dated 24 April 2026.

5. For determining the entitlement to attend and vote at the above Meeting, the register of members of the Company will be closed from Tuesday, 26 May 2026 to Friday, 29 May 2026 (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 Friday, 22 May 2026.

6. In the event that the "Red" weather disaster warning signal is in effect at or after 7:00 a.m. on the day of the Meeting, the Meeting will be automatically postponed. The Company will publish an announcement on the website of the Stock Exchange (www.hkexnews.hk) and the Company (www.cmge.com) to notify the Shareholders of the date, time and/or place of the postponed meeting.

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