Forgame Holdings Limited — Proxy Solicitation & Information Statement 2025

Apr 28, 2025

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

Forgame Holdings Limited

雲遊控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 484)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of Forgame Holdings Limited (the "Company" and the "Meeting", respectively) will be held at Unit No.4, 16th Floor, Nine Queen's Road Central, Hong Kong on Tuesday, 20 May 2025 at 11:00 a.m. for considering and, if thought fit, passing, with or without amendments, the following resolutions:

ORDINARY RESOLUTIONS

1. To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the Company's directors (the "Directors") and independent auditor for the year ended 31 December 2024.

2. (A) (i) To re-elect Mr. ZHOU Xiaoyu as an executive Director.

(ii) To re-elect Ms. ZHU Min as an independent non-executive Director.
(iii) To re-elect Mr. WONG Chi Kin as an independent non-executive Director.
(iv) To re-elect Mr. ZHU Liang as an executive Director.

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

1. To re-appoint ZHONGHUI ANDA CPA Limited as independent auditor of the Company and authorise the Board to fix their remuneration.

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1. To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

(A) “THAT:

(i) subject to paragraph (iii) below and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the capital of the Company (the “Shares”) including any sale or transfer of treasury shares (which shall have the meaning ascribed thereto under the Listing Rules) or securities convertible into Shares, options, or similar rights to subscribe for Shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds and debentures convertible into Shares) which may require the exercise of such powers be and is hereby generally and unconditionally approved;

(ii) the approval in paragraph (i) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options (including bonds and debentures convertible into Shares) which may require the exercise of such power after the end of the Relevant Period;

(iii) the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period (as hereinafter defined) pursuant to paragraph (i) above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined); or (2) the grant or exercise of any share option under any option scheme of the Company or any other option scheme or similar arrangement for the time being adopted for the grant or issue to the Directors, officers and/or employees of the Company and/or any of its subsidiaries of Shares or rights to acquire Shares; or (3) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (4) a specific authority granted by the shareholders of the Company in general meeting, shall not exceed the aggregate of 20 per cent of the total number of Shares in issue (excluding any treasury shares) as at the date of passing this resolution provided that if any subsequent consolidation or subdivision of the Shares is effected, the maximum number of Shares that may be issued pursuant to the approval in paragraph (i) above as a percentage of the total number of issued Shares immediately before and after such consolidation or subdivision shall be the same and such maximum number of Shares shall be adjusted accordingly; and

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(iv) for the purpose of this resolution:

(a) “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

(1) the conclusion of the next annual general meeting of the Company;

(2) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held;

(3) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

(b) “Rights Issue” means an offer of Shares, or an offer or issue of options or other securities giving rights to subscribe for Shares, open for a period fixed by the Directors to holders of Shares or any class thereof, whose names appear on the register of members on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).

Any reference to a/an allotment, issue, grant or offer of, or a dealing in, Shares shall include the sale or transfer of treasury shares in the capital of the Company (to, amongst others, satisfy any obligation upon the conversion or exercise of any convertible securities, options, warrants or similar rights to subscribe for Shares) to the extent permitted by, and subject to the provisions of, the Listing Rules and applicable laws and regulations.”

(B) “THAT:

(i) subject to paragraph (iii) below, the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back shares of the Company (the “Shares”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the Shares may be listed and recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange and,

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subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby generally and unconditionally approved;

(ii) the approval in paragraph (i) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period (as hereinafter defined) to procure the Company to buy back Shares at a price determined by the Directors;

(iii) the total number of Shares in issue, which may be bought back by the Company during the Relevant Period (as hereinafter defined) pursuant to the approval in paragraph (i) above shall not exceed 10 per cent of the total number of Shares in issue (excluding any treasury shares which shall have the meaning ascribed thereto under the Rules Governing the Listing of Securities on the Stock Exchange), as at the date of passing of this resolution provided that if any subsequent consolidation or subdivision of Shares is effected, the maximum number of Shares that may be bought back pursuant to the approval in paragraph (i) above as a percentage of the total number of issued Shares immediately before and after such consolidation or subdivision shall be the same and such maximum number of Shares shall be adjusted accordingly;

(iv) subject to the passing of each of paragraphs (i), (ii) and (iii) of this resolution, any prior approvals of the kind referred to in paragraphs (i), (ii) and (iii) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

(v) for the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

(a) the conclusion of the next annual general meeting of the Company;

(b) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and

(c) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

(C) “THAT conditional upon the resolutions numbered 4(A) and 4(B) set out in the notice convening this Meeting (the “Notice”) being passed, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and otherwise deal with new shares of the Company (the “Shares”) and to make or grant

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offers, agreements and options which might require the exercise of such powers pursuant to the ordinary resolution numbered 4(A) set out in the Notice be and is hereby extended by adding the number of Shares bought back and canceled by the company pursuant to the authority granted under ordinary resolution numbered 4(B) set out in the Notice (such number to be subject to adjustment in the case of any consolidation or subdivision of any of the Shares into a smaller or larger number Shares after the passing of this resolution)."

For and on behalf of the Board of
Forgame Holdings Limited
CUI Yuzhi
Chairman

Hong Kong, 28 April 2025

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

Principal place of business in Hong Kong:
Unit 3, 12/F, Trust Centre
912 Cheung Sha Wan Road
Lai Chi Kok, Kowloon
Hong Kong

Notes:

(i) Ordinary resolution numbered 4(C) will be proposed to the shareholders of the Company (the “Shareholders”) for approval provided that ordinary resolutions numbered 4(A) and 4(B) are passed by the Shareholders.

(ii) 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. A Shareholder who is the holder of two or more Shares may appoint more than one proxy to represent him/her/it and vote on his/her/it behalf at the Meeting. On a poll, votes may be given either personally or by authorised representative or proxy.

(iii) In the case of joint holders, any one of such joint holders may vote at the Meeting, either in person or by authorised representative or proxy, in respect of such Share 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.

(iv) 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, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, 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 (i) appointed for

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the holding of the Meeting or the adjournment thereof. The completion and return of the form of proxy shall not preclude Shareholders from attending and voting in person at the Meeting (or the adjourned meeting thereof) if they so wish.

(v) The transfer books and register of members of the Company will be closed from Wednesday, 14 May 2025 to Tuesday, 20 May 2025, both days inclusive, during which period no share transfers can be registered. In order to qualify for attending the Meeting, non-registered Shareholders must lodge all duly completed and stamped transfers accompanied by the relevant share certificates with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Tuesday, 13 May 2025.

(vi) In respect of ordinary resolutions numbered 2(A)(i) (ii), (iii) and (iv) above, each of Mr. ZHOU Xiaoyu, Ms. ZHU Min, Mr. WONG Chi Kin and Mr. ZHU Liang shall retire at the Meeting and being eligible, has offered himself/herself for re-election as Director. Details of the above candidates are set out in Appendix I to the accompanying circular dated 28 April 2025 (the "Circular").

(vii) In respect of the ordinary resolution numbered 4(A) above, the Directors wish to state that they have no immediate plans to issue any new Shares. Approval is being sought from the Shareholders as a general mandate for the purposes of the Listing Rules.

(viii) In respect of ordinary resolution numbered 4(B) above, the Directors wish to state that they will exercise the powers conferred by the general mandate to buy back Shares in circumstances which they deem appropriate for the benefits of the Shareholders. The explanatory statement containing the information necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolution to approve the buyback by the Company of its own Shares, as required by the Listing Rules, is set out in Appendix II to the accompanying Circular.

(ix) In addition, the Company reminds all Shareholders that physical attendance in person at the Meeting is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the Meeting as their proxy to vote on the relevant resolution(s) at the Meeting instead of attending the Meeting in person, by completing and return the form of proxy attached to this document.

As at the date of this notice, the executive Directors are Mr. CUI Yuzhi, Mr. ZHU Liang, and Mr. ZHOU Xiaoyu; the independent non-executive Directors are Mr. WONG Chi Kin, Mr. LU Xiaoma, and Ms. ZHU Min.

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