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Forgame Holdings Limited Proxy Solicitation & Information Statement 2020

Dec 1, 2020

49241_rns_2020-12-01_549fa93c-6926-494d-b8dc-74ed088fb19e.pdf

Proxy Solicitation & Information Statement

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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.

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Forgame Holdings Limited 雲遊控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00484)

DESPATCH OF CIRCULAR IN RELATION TO

(I) MAJOR AND CONNECTED TRANSACTION INVOLVING OFF-MARKET SHARE BUY-BACK; AND

(II) SPECIAL DEAL RELATING TO LOAN ASSIGNMENT

Reference is made to the announcement of Forgame Holdings Limited (the ‘‘Company’’) dated 12 November 2020 (the ‘‘Announcement’’) in relation to, among other things, the Transfer Agreement and the transactions contemplated thereunder (including but not limited to the Equity Disposal, the Share Buy-back and the Loan Assignment). Capitalised terms used in this announcement shall have the same meaning as those defined in the Announcement, unless the context otherwise requires.

The circular (the ‘‘Circular’’) containing, among other things (i) further details of the Transfer Agreement and the transactions contemplated thereunder (including but not limited to the Equity Disposal, the Share Buy-back and the Loan Assignment); (ii) the letter from the Listing Rules IBC giving its recommendation to the Independent Shareholders on the Transfer Agreement and the transactions contemplated thereunder (including the Equity Disposal, the Share Buy-back and the Loan Assignment); (iii) the letter from the Takeovers Code IBC giving its recommendation to the Independent Shareholders on the Transfer Agreement and the transactions contemplated thereunder (including the Equity Disposal, the Share Buy-back and the Loan Assignment); (iv) the letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders in the same regard; (v) the notice of the EGM; and (vi) other information as required under the Listing Rules, the Share Buy-back Code and the Takeovers Code has been despatched to the Shareholders on 2 December 2020.

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The Independent Shareholders are advised to read the Circular carefully, in particular, (i) the letter from the Listing Rules IBC giving its recommendation to the Independent Shareholders on the Transfer Agreement and the transactions contemplated thereunder (including but not limited to the Equity Disposal, the Share Buy-back and the Loan Assignment); (ii) the letter from the Takeovers Code IBC giving its recommendation to the Independent Shareholders on the Transfer Agreement and the transactions contemplated thereunder (including but not limited to the Equity Disposal, the Share Buy-back and the Loan Assignment); and (iii) the letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders in the same regard, before making a decision as to how to vote on the relevant resolutions to be proposed at the EGM.

By Order of the Board Forgame Holdings Limited ZHANG Qiang Chairman

Hong Kong, 2 December 2020

As at the date of this announcement, the executive Directors are Mr. HAN Jun, Mr. DIAO Guoxin and Mr. ZHU Liang; the non-executive Director is Mr. ZHANG Qiang; and the independent non-executive Directors are Mr. WANG Dong, Mr. WONG Chi Kin, Mr. CUI Yuzhi and Mr. LU Xiaoma.

All the Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

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