Forgame Holdings Limited — Proxy Solicitation & Information Statement 2020

Jun 11, 2020

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant, or other professional adviser.

If you have sold or transferred all your shares in Forgame Holdings Limited, you should at once hand this circular accompanying with the form of proxy to the purchaser or transferee, or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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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Forgame Holdings Limited 雲 遊 控 股 有 限 公 司 (Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00484)

(1) PROPOSED CHANGE OF AUDITORS (2) RE-ELECTION OF DIRECTORS AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed ‘‘Definitions’’ in this circular.

A letter from the Board is set out on pages 3 to 8 of this circular. A letter from PwC is set out as Appendix I on pages I-1 to I-8 of this circular. Details of Directors proposed for re-election are set out as Appendix II on pages II-1 to II-3 of this circular. A notice convening the EGM to be held at Units 01–02, 60/F, International Metropolitan Plaza, 68 Huacheng Avenue, Tianhe District, Guangzhou, China on Friday, 3 July 2020 at 2:00 p.m. is set out on pages EGM-1 to EGM-3 of this circular.

Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, 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 of the EGM (i.e. before 2:00 p.m. on Wednesday, 1 July 2020) or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting at the EGM or any adjournment thereof if you so wish and in such event, the proxy shall be deemed to be revoked.

11 June 2020

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I	— Letter from PwC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
Appendix II	— Details of Directors Proposed for Re-election . . . . . . . . . . . . . . . . .	II-1
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		EGM-1

– i –

DEFINITIONS

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

• ‘‘Articles of Association’’

the articles of association of the Company

• ‘‘Audit and Compliance the audit and compliance committee of the Company Committee’’

• ‘‘Board’’

• the board of Directors

‘‘Company’’ Forgame Holdings 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

• ‘‘Corporate Governance the corporate governance committee of the Company Committee’’

• ‘‘Director(s)’’ director(s) of the Company

• ‘‘EGM’’

the extraordinary general meeting of the Company to be held at Units 01–02, 60/F, International Metropolitan Plaza, 68 Huacheng Avenue, Tianhe District, Guangzhou, China on Friday, 3 July 2020 at 2:00 p.m. or any adjournment thereof (as the case may be), the notice of which is set out on pages EGM-1 to EGM-3 of this circular

• ‘‘FY2019 Financials’’ the consolidated financial statements of the Group for the year ended 31 December 2019

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘Hong Kong’’

• the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Latest Practicable Date’’

• 10 June 2020, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

• ‘‘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

• ‘‘Proposed Appointment’’

the proposed appointment of ZHONGHUI ANDA as the new auditors of the Group, subject to the approval of the Shareholders at the EGM

– 1 –

DEFINITIONS

• ‘‘Proposed Change of Auditors’’ collectively, the Proposed Removal and the Proposed Appointment

• ‘‘Proposed Removal’’ the proposed removal of PwC as the auditors of the Group, subject to the approval of the Shareholders at the EGM

• ‘‘PwC’’ PricewaterhouseCoopers, the existing auditors of the Group proposed to be removed at the EGM

• ‘‘Remuneration Committee’’ the remuneration committee of the Company ‘‘Share(s)’’ ordinary share(s) of US$0.0001 each in the share capital of the Company

• ‘‘Shareholder(s)’’ holder(s) of the Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘US$’’ United States dollars, the lawful currency of the United States

• ‘‘ZHONGHUI ANDA’’ ZHONGHUI ANDA CPA Limited, the new auditors of the Group proposed to be appointed at the EGM

• ‘‘%’’ per cent.

– 2 –

LETTER FROM THE BOARD

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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)

Executive Directors: Mr. HAN Jun (Chief Executive Officer) Ms. LIANG Na (Joint Chief Financial Officer)

Non-executive Director:

Mr. ZHANG Qiang (Chairman)

Registered office: Suite #4-210, Governors Square 23 Lime Tree Bay Avenue P.O. Box 32311 Grand Cayman KY1-1209 Cayman Islands

Independent Non-executive Directors: Mr. WANG Dong Mr. WONG Chi Kin Mr. CUI Yuzhi

Corporate Headquarters: Room 01–02, 60/F International Metropolitan Plaza 68 Huacheng Avenue Guangzhou China

Principal Place of Business in Hong Kong: 16/F, Man Yee Building 60–68 Des Voeux Road Central Central Hong Kong 11 June 2020

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED CHANGE OF AUDITORS (2) RE-ELECTION OF DIRECTORS AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide Shareholders with information to enable Shareholders to make an informed decision on whether to vote for or against the resolutions in connection with the Proposed Change of Auditors and re-election of Directors to be proposed at the forthcoming EGM.

– 3 –

LETTER FROM THE BOARD

PROPOSED REMOVAL OF PWC

Reference is made to the announcements of the Company dated 29 May 2020 and 8 June 2020 in relation to the Proposed Change of Auditors.

PwC was re-appointed as auditors of the Group at the last annual general meeting of the Company held on 28 May 2019 to hold office until the conclusion of the next annual general meeting of the Company.

During the course of auditing the FY2019 Financials, the Company has been given the impression that PwC has been reluctant to issue an audited report for the FY2019 Financials.

After an extended period of preparation and tolerance, the Board has come to a unanimous view that it may not be in the interest of the Company to continue satisfying PwC’s never-ending request for information, which the Board considers unreasonable and which may further prolong the finalization of the audit of the FY2019 Financials. Accordingly, the Board believes it may be detrimental to the interest of the Company and its shareholders to continue spending endless time with PwC, paying astronomical amount of fees, providing mountainous volume of analyses, but to eventually fail to publish an audited report for the FY2019 Financials.

After careful but reluctant consideration, taking into account of the interests of stakeholders and shareholders of the Company, the need to be able to publish the FY2019 Financials, the Audit and Compliance Committee recommended, and the Board agreed, to propose the Proposed Removal and the Proposed Appointment, subject to the passing of ordinary resolutions at the EGM pursuant to the Articles of Association.

In reaching its recommendation, the Audit and Compliance Committee has considered, among others,

• (i) the prolonged delay to the publication of the Company’s results announcement and annual report that has been caused by PwC’s failure to deliver its audit report for FY2019 Financials;

• (ii) the numerous requests from PwC which was not made by PwC during the course of the auditing process;

• (iii) the interests of the Company and its shareholders to have the audit work for FY2019 Financials completed as soon as practicable; and

• (iv) the experience of ZHONGHUI ANDA and its proposed remuneration.

Based on the foregoing, the Audit and Compliance Committee recommended the Board, and the Board resolved, to put forward the Proposed Removal and Proposed Appointment for consideration by the Shareholders at the EGM.

– 4 –

LETTER FROM THE BOARD

MATTERS TO BE BROUGHT TO THE ATTENTION OF THE SHAREHOLDERS

On 4 June 2020, an outgoing letter dated 4 June 2020 from PwC and addressed to the Board and the Audit and Compliance Committee (the ‘‘PwC Letter’’) was received by the Company. The PwC Letter was provided by PwC to the Board and the Audit and Compliance Committee in accordance with the Code of Ethics for Professional Accountants Section 300 ‘‘Change of Auditors of a Listed Issuer of The Stock Exchange of Hong Kong’’ setting out, inter alia, matters that PwC considers necessary to be brought to the attention of the Shareholders and creditors of the Company. The PwC Letter also serves as PwC’s written representations pursuant to Rule 13.88 of the Listing Rules.

Full text of the PwC Letter has been set out in the section headed ‘‘Appendix I — Letter from PwC’’ on pages I-1 to I-8 of this circular.

As stated in the announcement of the Company dated 15 May 2020, due to the travel restrictions in force in parts of the PRC and the delay in resumption of work of business partners of the Group to combat the Epidemic which resulted in delay in the completion of the necessary audit work for finalizing the audited FY2019 Financials, and the publication of the audited FY2019 Financials and the annual report for the year ended 31 December 2019 was delayed. As a result of the Proposed Removal and upon discussion with ZHONGHUI ANDA, it is expected that the publication of the audited FY2019 Financials and the annual report for the year ended 31 December 2019 will be further delayed and will be published on or around 30 August 2020. Further announcement(s) will be made as and when necessary if there are other material development in the audit process and the timetable of the FY2019 Financials and the annual report.

To the best of the Directors’ knowledge, information and belief, save as disclosed above, there are no other circumstances or matters in connection with the Proposed Removal that need to be brought to the attention of the Shareholders.

PROPOSED APPOINTMENT OF ZHONGHUI ANDA

The Audit and Compliance Committee has assessed and considered that ZHONGHUI ANDA are eligible and suitable to act as auditors of the Group. The Board, with the recommendation of the Audit and Compliance Committee, proposes to appoint ZHONGHUI ANDA as the new auditors of the Group until the conclusion of the next annual general meeting of the Company. The Proposed Appointment will be subject to the Proposed Removal becoming effective and the passing of an ordinary resolution for the Proposed Appointment at the EGM.

IMPLICATIONS UNDER THE ARTICLES OF ASSOCIATION AND THE LISTING RULES

Pursuant to Article 158(2) of the Articles of Association, the removal of auditors before the expiration of his term of office shall require the approval by ordinary resolution of the members at a general meeting of the Company, and the new auditors shall by ordinary resolution at that meeting be appointed in his stead for the remainder of his term.

– 5 –

LETTER FROM THE BOARD

Pursuant to Rule 13.88 of the Listing Rules, the Company must send a circular proposing the removal of the auditors to the Shareholders with any written representations from the auditors not less than 10 business days before the general meeting; and the Company must allow the auditors to attend the general meeting and make written and/or verbal representations to the Shareholders at the general meeting.

In compliance with the Articles of Association and the Listing Rules, the Proposed Removal and the Proposed Appointment will be proposed at the EGM for the Shareholders to consider and, if thought fit, to approve by way as ordinary resolutions.

Accordingly, the Company has, at the time of despatch of this circular together with a notice convening the EGM to the Shareholders, also despatched a copy to PwC to invite them to attend the EGM to make written or verbal representations to the Shareholders at the EGM, if any.

RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board consists of six Directors, comprising two executive Directors, namely, Mr. HAN Jun and Ms. LIANG Na, one non-executive Director, namely, Mr. ZHANG Qiang and three independent non-executive Directors, namely, Mr. WANG Dong, Mr. WONG Chi Kin and Mr. CUI Yuzhi.

According to Article 99(3) of the Articles of Association, the Directors shall have the power from time to time and at any time to appoint any person as a Director to fill a casual vacancy on the Board provided that at least one-third, or three members, of the Board, whichever is greater, shall be independent non-executive Directors. Any Director so appointed to fill a casual vacancy by the Board shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election.

Mr. HAN Jun was appointed to fill a casual vacancy on the Board as an executive Director with effect from 11 November 2019 and Mr. CUI Yuzhi was appointed to fill a casual vacancy on the Board as an independent non-executive Director with effect from 7 May 2020. Accordingly, each of Mr. HAN Jun and Mr. CUI Yuzhi shall hold office as Director only until the EGM and being eligible, has offered himself for re-election as Director at the EGM.

According to the recommendation of the Nomination Committee, the Board proposes that each of Mr. HAN Jun and Mr. CUI Yuzhi, who has offered himself for re-election as Director at the EGM, stands for re-election as Director by way of separate resolution at the EGM.

Details of Mr. HAN Jun and Mr. CUI Yuzhi are set out in Appendix II to this circular in accordance with the relevant requirements of the Listing Rules.

EGM

Notice of the EGM to be held at Units 01–02, 60/F, International Metropolitan Plaza, 68 Huacheng Avenue, Tianhe District, Guangzhou, China on Friday, 3 July 2020 at 2:00 p.m. is set out on pages EGM-1 to EGM-3 of this circular. At the EGM, separate ordinary resolutions

– 6 –

LETTER FROM THE BOARD

will be proposed to the Shareholders to consider and, if thought fit, to approve (i) the Proposed Removal; (ii) the Proposed Appointment; (iii) the re-election of Mr. HAN Jun as executive Director and (iv) the re-election of Mr. CUI Yuzhi as independent non-executive Director.

A form of proxy for use at the EGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.forgame.com.

Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, 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 of the EGM (i.e. before 2:00 p.m. on Wednesday, 1 July 2020) or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting at the EGM or any adjournment thereof if you so wish and in such event, the proxy shall be deemed to be revoked.

VOTING BY POLL

According to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, all the resolutions put to the vote at the EGM will be taken by way of poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Monday, 29 June 2020 to Friday, 3 July 2020, both days inclusive. In order to be eligible to attend and vote at the EGM, all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712– 1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Friday, 26 June 2020.

RECOMMENDATION

The Directors considered that each of (i) the Proposed Removal; (ii) the Proposed Appointment; (iii) the re-election of Mr. HAN Jun as executive Director; and (iv) the reelection of Mr. CUI Yuzhi as independent non-executive Director is in the interests of the Company and the Shareholders as a whole and therefore recommend the Shareholders to vote in favour of all the resolutions at the EGM.

– 7 –

LETTER FROM THE BOARD

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

ADDITIONAL INFORMATION

As at the Latest Practicable Date, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on any resolution to be proposed at the EGM.

Your attention is also drawn to the letter from PwC set out in Appendix I to this circular, details of Directors proposed for re-election set out in Appendix II to this circular and the notice convening the EGM.

The English texts of this circular and the accompanying proxy form shall prevail over the Chinese texts in case of inconsistency.

By order of the Board Forgame Holdings Limited ZHANG Qiang Chairman

– 8 –

LETTER FROM PWC

APPENDIX I

– I-1 –

LETTER FROM PWC

APPENDIX I

– I-2 –

LETTER FROM PWC

APPENDIX I

– I-3 –

LETTER FROM PWC

APPENDIX I

– I-4 –

LETTER FROM PWC

APPENDIX I

– I-5 –

LETTER FROM PWC

APPENDIX I

– I-6 –

LETTER FROM PWC

APPENDIX I

– I-7 –

LETTER FROM PWC

APPENDIX I

– I-8 –

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

The following are the particulars of the Directors (as required by the Listing Rules) proposed to be re-elected at the EGM.

Mr. HAN Jun, aged 48, was appointed as an executive Director on 11 November 2019. Mr. Han is the chief executive officer of the Company and a member of the Remuneration Committee.

Mr. Han has over 18 years of experience in the internet industry. Before 2000, Mr. Han worked in China Potevio Co., Ltd, responsible for the development of software for operation service of telecommunication main network. He acted as the vice-president of TOM.COM LIMITED from January 2000 to June 2004, where he was mainly responsible for the website content of Tom.com and establishment of mobile value-added services channel and financial performance target. He acted as the general manager of 北京閃聯互動網路科技有限責任公司 (Beijing Shanlian Hudong Network Technology Co., Ltd.*) from August 2004 to March 2018, where he was mainly responsible for daily operation of the business. He also held various positions in Prosten Technology Holdings Limited (now known as China Brilliant Global Limited, stock code: 8026.HK, a company principally engaged in the provision of solution integration services and wireless mobile value-added services), including non-executive director from December 2013 to February 2015 and executive director from February 2015 to February 2018. He also acted for the chief operations officer of KongZhong Corporation (a company listed on NASDAQ in the United States in July 2004 and subsequently privatised in April 2017) from September 2017 to October 2019, where he was responsible for the daily operation of the business, data analysis and co-ordination and execution of the financial indicator and business target.

Mr. Han graduated from the College of Computer Science of Beijing University of Technology, majoring in computer software. Save as disclosed above, Mr. Han has not held any directorship in any other listed companies in Hong Kong or overseas in the past three years.

As at the Latest Practicable Date, Mr. Han has entered into a service agreement with the Company which has a term ending on 10 November 2022 (unless otherwise terminated pursuant to the terms of such service agreement). He is subject to retirement by rotation and election at general meeting(s) of the Company in accordance with the Articles of Association. Mr. Han is currently entitled to a remuneration of RMB100,000 per month under his service agreement with the Company, which was determined with reference to his responsibilities, abilities and performance, as well as the remuneration benchmark in the industry and the prevailing market conditions.

Mr. CUI Yuzhi, aged 54, was appointed as an independent non-executive Director on 7 May 2020. Mr. Cui is the chairman of the Corporate Governance Committee and a member of both the Audit and Compliance Committee and the Nomination Committee.

Mr. Cui is a seasoned independent investment advisor. He holds a Bachelor of Science degree in Applied Physics from the University of Notre Dame (graduated with highest honour), and Master of Business Administration from the University of Chicago Booth School of Business. Mr. Cui has more than 20 years’ experience in finance with deep expertise in international capital market and enterprise operations. Mr. Cui held senior positions at various

– II-1 –

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

organisations, including the executive president of Tendcare Medical Group, the Portfolio Manager at Atlantis Investment Hong Kong, the general manager of investment and operations at China Dili Group (formerly known as Renhe Commercial Holdings Company Limited), the shares of which are listed on the Stock Exchange (Stock code: 1387), the chief financial officer of Zhong An Group Limited (formerly known as Zhong An Real Estate Limited), the shares of which are listed on the Stock Exchange (Stock code: 672), the chief financial officer of Excellence Group, the chief financial officer of Treasury Holdings China Limited and the vice president of Shanghai Forte Group. Since 2016, Mr. Cui has been serving as independent non-executive director, chairman of the audit committee and member of the nomination committee of Sino ICT Holdings Limited, the shares of which are listed on the Stock Exchange (Stock code: 365). Saved as disclosed above, Mr. Cui has not been a director of any other listed companies in Hong Kong or overseas in the past three years.

As at the Latest Practicable Date, Mr. Cui has entered into a letter of appointment with the Company for a fixed term of three years commencing from 7 May 2020 (unless otherwise terminated pursuant to the terms of such appointment letter). He is subject to retirement by rotation and re-election at general meeting(s) of the Company in accordance with the Articles of Association. Mr. Cui is currently entitled to an annual emolument of US$80,000 under his appointment letter with the Company which was determined with reference to his responsibilities, abilities and performance, as well as the remuneration benchmark in the industry and the prevailing market conditions. The Nomination Committee has assessed and reviewed the annual written confirmation of independence of Mr. CUI Yuzhi and considers that, based on the independence criteria as set out in Rule 3.13 of the Listing Rules, Mr. CUI Yuzhi remains independent. The Nomination Committee has considered and nominated Mr. CUI Yuzhi who has offered himself for reelection as Director at the EGM to the Board for it to propose to the Shareholders for reelection at the EGM.

The Board would consider to enhance its diversity with different expertise when appointing or re-electing an independent non-executive Director. Mr. Cui has given his annual written confirmation of independence to the Company and the Nomination Committee had assessed and reviewed it based on the independence criteria as set out in Rule 3.13 of the Listing Rules. Mr. Cui does not have any other relationships with any of the other Directors, chief executives or substantial or controlling Shareholders of the Company. Having considered the recommendation of the Nomination Committee, the Board considers Mr. Cui remains independent and is not aware of any circumstance that might influence Mr. Cui in exercising independent judgment, and is satisfied that he has the required character, integrity, independence and experience to fulfill the role of an independent non-executive Director and that he will be able to maintain an independent view of the Group’s affairs.

The Board is of the view that Mr. Cui as an independent non-executive Director promotes the Board diversity with his comprehensive experience and invaluable expertise in finance and investment and contributes continuity and stability to the Board, and the Company has benefited greatly from his contribution and valuable insights derived from his in-depth knowledge of the Company as an independent non-executive Director. The Board believes that he will continue to contribute effectively to the Board.

– II-2 –

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

DIRECTORS’ INTEREST AND OTHER INFORMATION

As at the Latest Practicable Date, each of Mr. HAN Jun and Mr. CUI Yuzhi did not have, and was not deemed to have any interests or short positions in any Shares, underlying Shares or interests in debentures of the Company and its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclosed above, as at the Latest Practicable Date, each of Mr. HAN Jun and Mr. CUI Yuzhi did not hold any other position with the Company or other members of the Group and does not have any other relationships with any of the other Directors, senior management or substantial or controlling Shareholders of the Company.

Save as disclosed above, there are no other matters concerning each of Mr. HAN Jun and Mr. CUI Yuzhi that need to be brought to the attention of the Shareholders in connection with his re-election and there is no other information that should be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

– II-3 –

NOTICE OF EGM

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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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘Meeting’’) of Forgame Holdings Limited (the ‘‘Company’’) will be held at Units 01–02, 60/F, International Metropolitan Plaza, 68 Huacheng Avenue, Tianhe District, Guangzhou, China on Friday, 3 July 2020 at 2:00 p.m. for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

• (1) ‘‘THAT PricewaterhouseCoopers be and is hereby removed as auditors of the Company and its subsidiaries pursuant to Article 158(2) of the articles of association of the Company with immediate effect (the ‘‘Removal’’) and the board of directors of the Company (the ‘‘Board’’) and each of the directors of the Company (the ‘‘Directors’’) be and are hereby authorised to exercise such discretion to complete and do all such acts and things, including without limitation, to sign, seal, execute and deliver all such documents and deeds, and to approve any amendment, alteration or modification to any document, as they may consider necessary, desirable or expedient or in the interest of the Company to give effect to the Removal.’’

• (2) ‘‘THAT conditional upon the passing of ordinary resolution (1) above:

• (a) ZHONGHUI ANDA CPA Limited be and is hereby appointed as auditors of the Company and its subsidiaries pursuant to Article 158(2) of the articles of association of the Company with immediate effect and to hold office until the conclusion of the next annual general meeting of the Company (the ‘‘Appointment’’);

• (b) the Board and each of the Directors be and are hereby authorised to exercise such discretion to complete and do all such acts and things, including without limitation, to sign, seal, execute and deliver all such documents and deeds, and to approve any amendment, alteration or modification to any document, as they may consider necessary, desirable or expedient or in the interest of the Company to give effect to the Appointment; and

– EGM-1 –

NOTICE OF EGM

• (c) the Board be and is hereby authorised to fix the remuneration of ZHONGHUI ANDA CPA Limited.’’

• (3) To re-elect Mr. HAN Jun as executive Director and the Board be and is hereby authorised to fix his remuneration.

• (4) To re-elect Mr. CUI Yuzhi as independent non-executive Director and the Board be and is hereby authorised to fix his remuneration.

By order of the Board Forgame Holdings Limited ZHANG Qiang Chairman

Hong Kong, 11 June 2020

Registered Office: Suite #4-210, Governors Square 23 Lime Tree Bay Avenue P.O. Box 32311 Grand Cayman KY1-1209 Cayman Islands

Corporate Headquarters: Room 01–02, 60/F International Metropolitan Plaza 68 Huacheng Avenue Guangzhou China

Principal Place of Business in Hong Kong: 16/F, Man Yee Building 60–68 Des Voeux Road Central Central Hong Kong

Notes:

1. A shareholder entitled to attend and vote at the Meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it; a proxy need not be a shareholder of the Company. A shareholder who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her and vote on his/her/its behalf at the Meeting. On a poll, votes may be given either personally or by proxy.

2. In the case of joint holders of shares 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 of the Company as if he/she/it were solely entitled thereto, but if more than one of such joint holders be 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 vote(s) of the other joint holder(s) 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.

– EGM-2 –

NOTICE OF EGM

1. In order to be valid, a form of proxy must be deposited at the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above Meeting (i.e. before 2:00 p.m. on Wednesday, 1 July 2020) or any adjournment thereof.

2. The transfer books and register of members of the Company will be closed from Monday, 29 June 2020 to Friday, 3 July 2020, both days inclusive, during which period no share transfers can be registered. In order to qualify for attending the Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 26 June 2020.

3. 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.

4. The resolutions set out in this notice of extraordinary general meeting will be put to shareholders of the Company to vote taken by way of a poll.

As at the date of this notice, the executive Directors are Mr. HAN Jun and Ms. LIANG Na; the non-executive Director is Mr. ZHANG Qiang; the independent non-executive Directors are Mr. WANG Dong, Mr. WONG Chi Kin and Mr. CUI Yuzhi.

– EGM-3 –