Glory Sun Land Group Limited — Proxy Solicitation & Information Statement 2016

Nov 30, 2016

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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New Sports Group Limited 新 體 育 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 299)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the general meeting (the ‘‘Meeting’’) of New Sports Group Limited (the ‘‘Company’’) will be held at Room 1804, 18/F, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on 19 December 2016 at 10:30 a.m. for the purpose of consideration and, if thought fit, passing, with or without modifications, the following resolutions:

ORDINARY RESOLUTIONS

1. ‘‘THAT:

2. (a) the sale and purchase agreement (the ‘‘Sale and Purchase Agreement’’) dated 19 September 2016 entered into by the Company, News Sports Investment Holding Limited as the purchaser (the ‘‘Purchaser’’), Yue Jin International Limited (粵錦國 際有限公司) as the seller (the ‘‘Seller’’) and Mr. Cheung Chun Shun (張振純) as seller guarantor in relation to (i) the acquisition of the entire issued share capital in Yue Jin Asia Limited (粵錦亞洲有限公司) (‘‘Target Company’’) and (ii) the assignment of the Seller’s rights, title, interest and benefits in and to the loan owing from Nayuan Development Limited, being a subsidiary of the Target Company to the Seller, and the transactions contemplated under the Sale and Purchase Agreement be and are hereby approved, confirmed and ratified;

3. (b) conditional upon ordinary resolution no. 2 below being passed and The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) having granted the listing of and permission to deal in the Consideration Shares (as defined below) on the Stock Exchange, the grant of the specific mandate (the ‘‘Acquisition Specific Mandate’’) to the directors of the Company to exercise the powers of the Company to issue and allot such number of new shares of the Company (the ‘‘Consideration Shares’’) at HK$0.062 per share (subject to adjustment in accordance with the terms of the Sale and Purchase Agreement) in settlement of initially

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HK$300,000,000 as part of the consideration for the sale and purchase of the entire issued share capital in the Target Company contemplated under the Sale and Purchase Agreement be and is hereby approved;

• (c) any one or more director(s) of the Company be and is hereby authorized to take any action and execute such other documents as he consider necessary, desirable or expedient to carry out or give effect to or otherwise in connection with the issue of the Consideration Shares under the Acquisition Specific Mandate; and

• (d) any director of the Company be and is hereby authorized to do all such acts and things and execute and deliver all such documents (including any supplemental agreement) whether under the common seal of the Company or otherwise as may be necessary, desirable or expedient to (i) carry out or give effect to any or all transactions contemplated under the Sale and Purchase Agreement (including but not limited to extending any long stop dates provided under the Sale and Purchase Agreement) and/or (ii) protect the interests of the Company and the Purchaser in relation to the Sale and Purchase Agreement or any or all transactions contemplated thereunder, in each case in such manner as may be deemed appropriate by such director.

• THAT:

• (a) conditional upon ordinary resolution no. 1 above being passed and the Stock Exchange having granted the listing of and permission to deal in the Subscription Shares (as defined below) on the Stock Exchange, the grant of the specific mandate (the ‘‘Subscription Specific Mandate’’) to the directors of the Company to exercise the powers of the Company to issue and allot 12,181,629,000 new shares of the Company (the ‘‘Subscription Shares’’) at HK$0.062 per share under each of the subscription agreements each dated 19 September 2016 entered into between the Company and each of Crystal Fount Investments Limited (晶泉投資有限公司), Origin Development Limited (始創有限公司), Ms. Ai Qing and Ms. Zheng Kuanjian be and is hereby approved; and

• (b) any one or more director(s) of the Company be and is hereby authorized to take any action and execute such other documents as he consider necessary, desirable or expedient to carry out or give effect to or otherwise in connection with the issue of the Subscription Shares under the Subscription Specific Mandate.

• THAT:

• (a) conditional upon the Stock Exchange having granted the listing of and permission to deal in the Placing Shares (as defined below) on the Stock Exchange, the grant of the specific mandate (the ‘‘Placing Specific Mandate’’) to the directors of the Company to exercise the powers of the Company to issue and allot 4,088,000,000 new shares of the Company (the ‘‘Placing Shares’’) at HK$0.062 per share under the placing agreement dated 19 September 2016 entered into between the Company and the China Yinsheng Securities Limited (the ‘‘Placing Agent’’) to be placed by the Placing Agent to not less than six placees be and is hereby approved; and

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• (b) any one or more director(s) of the Company be and is hereby authorized to take any action and execute such other documents as he consider necessary, desirable or expedient to carry out or give effect to or otherwise in connection with the issue of the Placing Shares under the Placing Specific Mandate.

• THAT:

• (a) the authorised share capital of the Company be increased from HK$100,000,000 divided into 40,000,000,000 ordinary shares of HK$0.0025 each to HK$200,000,000 divided into 80,000,000,000 ordinary shares by the creation of an additional 40,000,000,000 new ordinary shares of HK$0.0025 each (the ‘‘Increase in Authorised Share Capital’’); and

• (b) any one or more director(s) of the Company be and is/are hereby authorised to do all such acts and things and execute all such documents which he/she/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Increase in Authorised Share Capital.’’

By Order of the Board New Sports Group Limited Zhang Xiaodong Chairman

Hong Kong, 30 November 2016

Principal Place of Business in Hong Kong: Units 2001, 20/F., Lippo Centre Tower 2, No. 89 Queensway Admiralty Hong Kong

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman, KY1-1111 Cayman Islands

Notes:

• (1) A shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxy(ies) (if he/ she/it is the holder of two or more shares) to attend and, on a poll, vote instead of him/her at the EGM that the appointment shall specify the number and class of shares in respect of which such proxy is so appointed. A proxy need not be a shareholder of the Company.

• (2) In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority, must be lodged with the Company’s branch share registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be).

• (3) Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoke.

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• (4) Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of the shares shall be accepted to the exclusion of the votes of the other registered holders.

As at the date of this notice, the Company ’ s executive directors are Mr. Zhang Xiaodong and Ms. Xia Lingjie; the non-executive director is Mr. Lau Wan Po; and the independent non-executive directors are Mr. Chen Zetong, Mr. Chui Man Lung, Everett, Ms. He Suying and Dr. Tang Lai Wah.

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