Forgame Holdings Limited — Proxy Solicitation & Information Statement 2019

Jul 11, 2019

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Forgame Holdings Limited 雲 遊 控 股 有 限 公 司

(Incorporated in Cayman Islands with limited liability)

(Stock Code: 00484)

FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON MONDAY, 29 JULY 2019

I/We (Full Name) (Block Capital, please) of (Address) being the registered holder(s) of (see Note 1) shares of US$0.0001 each in the capital of Forgame Holdings Limited (the ‘‘Company’’) hereby appoint (Name) of (Address) or failing him/her (Name) of (Address) or failing him/her, the chairman of the meeting[(see][Note][2)] as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company to be held at 7/F, Nexxus Building, 77 Des Voeux Road Central, Central, Hong Kong on Monday, 29 July 2019 at 2:00 p.m., and at any adjournment thereof or on any resolution or motion which is proposed thereat. My/Our proxy is authorised and instructed to vote as indicated[(see][Note][3)] in respect of the undermentioned resolutions, or if no such indication is given, as my/our proxy thinks fit:

Ordinary Resolutions[(see][Note][3)] For[(see][Note][3)] Against[(see][Note][3)] THAT the share transfer agreement dated 26 April 2019, as supplemented and amended by the supplemental agreement dated 9 July 2019 (the ‘‘Supplemental Agreement’’), (the ‘‘Disposal Agreement’’) entered into by and among (i) the Company as vendor, (ii) Best Hero Investments Limited (as assigned pursuant to the Supplemental Agreement) and The Blue Whale Tech Ltd. as purchasers (the ‘‘Purchasers’’), and (iii) Jlc Inc. (the ‘‘Target Company’’) in relation to the disposal by the Company to the Purchasers of 54,544,421 shares in the Target Company, representing 54.54% of the entire issued share capital of the Target Company and being the entire equity interest of the Target Company held by the Company, at a consideration of RMB47,433,000 (or an equivalent amount in US Dollars or HK Dollars) and subject to and upon the terms and conditions contained in the Disposal Agreement, and all the transactions contemplated thereunder, be and are hereby generally and unconditionally approved, ratified and confirmed; and the directors of the Company be and are hereby authorised to do all such acts and things and sign, agree, ratify or execute all such documents and take all such actions as the director in his/her discretion may consider necessary, appropriate, desirable or expedient to implement, give effect to or in connection with the Disposal Agreement and any transactions contemplated thereunder.

Date thisNotes:	day of	2019Signature(s) (see Notes 4 & 5)

1. Please insert the number of shares registered in your name(s); if no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

2. A shareholder may appoint more than one proxy of his/her own choice. If such an appointment is made, strike out the words ‘‘the chairman of the meeting’’, and insert the name(s) of the person(s) appointed as proxy in space provided, OTHERWISE THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. The proxy need not be a member of the Company but must attend the meeting in person to represent you. Any alteration made to this form of proxy must be initialed by the person who signs it.

3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED ‘‘For’’. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED ‘‘Against’’. Any abstained vote or waiver to vote shall be disregarded as voting rights for the purpose of calculating the result of that resolution. If you wish to vote only part of the number of shares in respect of which the proxy is so appointed, please state the exact number of shares in lieu of tick in the relevant box. Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting. The full text of the resolutions are set out in the notice of extraordinary general meeting of the Company dated 12 July 2019 which is sent to the shareholders of the Company together with this proxy form.

4. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation or institution, either under the common seal or under the hand of any director, attorney, or other person duly authorised in writing on that behalf.

5. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders is present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

6. ToKongbe Investorvalid, thisServicesform ofLimitedproxy atmust17MbeFloor,completed,HopewellsignedCentre,and deposited183 Queenat’s theRoadHongEast,KongWanchai,branchHongshareKong,registrartogetherand transferwith theofficepowerofoftheattorneyCompany,or otherComputershareauthority (ifHongany) under which it is signed (or a notarially certified copy thereof), not less than 48 hours before the time for holding the extraordinary general meeting, or adjourned meeting, as the case may be. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

PERSONAL INFORMATION COLLECTION STATEMENT

1. ‘‘Personal Data’’ in this statement has the same meaning as ‘‘personal data’’ in the Personal Data (Privacy) Ordinance, Chapter 486 of the laws of Hong Kong (the ‘‘PDPO’’). 2. Your supply of Personal Data to the Company is on a voluntary basis. If you fail to provide sufficient information, the Company may not be able to process your instructions and/or requests as stated in this form (including but not limited to your appointment of proxy).

2. Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, its contractually-controlled operational entities in the People’s Republic of China, its share registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for verification and record purposes.

3. You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction Queenof your’s PersonalRoad East,DataWanshouldChai,beHongin writingKong. to the Personal Data Privacy Officer of Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183