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

Nov 30, 2016

==> picture [34 x 68] intentionally omitted <==

==> picture [35 x 48] intentionally omitted <==

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

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 299)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING (ON 19 DECEMBER 2016) (or at any adjournment thereof)

(or at any adjournment thereof)	(or at any adjournment thereof)
I/We(Note 1),
of
being	the registered holder(s) of(Note2)shares of HK$0.0025 each in the capital	of New Sports Group Limited (the
‘‘Company’’), HEREBY APPOINT the Chairman of the meeting, or (Note 3)
of
or failing him/herof
as my/our proxy to attend and act for me/us and my/our behalf at the Extraordinary General Meeting (or any adjournment thereof) of the Company to 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. and at any adjournment
thereof, to vote for me/us as hereunder indicated, or if no indication is given, as my/our proxy thinks fit.
	ORDINARY RESOLUTION	FOR(Note 4)	AGAINST (Note 4)
1.	(a) To approve the Acquisition (as defined in the circular of the Company dated 30 November 2016 (the
	‘‘Circular’’)) and to approve, confirm and ratify the Sale and Purchase Agreement (as defined in the
	Circular) and the transactions contemplated thereafter;
	(b) conditional upon the Stock Exchange granting listing approval and subject to and conditional upon
	the passing of ordinary resolution no. 2, to approve the grant of the Acquisition Specific Mandate (as
	defined in the Circular) to the directors of the Company (the ‘‘Director(s)’’) to issue and allot
	Consideration Shares (as defined in the Circular) at HK$0.062 per share;
	(c) to authorise any Director(s) 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) to authorise any Director(s) to do all such acts and things and execute and deliver all such document
	whether under common seal of the Company or otherwise as may be necessary, desirable or expedient
	to (i) carry out or give effect to 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 transactions
	contemplated thereunder.
2.	(a) Conditional upon the passing of ordinary resolution no. 1 and conditional upon the Stock Exchange
	granting listing approval, to approve the grant of the Subscription Specific Mandate to the Director(s)
	to exercise, issue and allot the Subscription Shares (as defined in the Circular) at HK$0.062 per share
	under the Subscription Agreements (as defined in the Circular); and
	(b) to authorise any Director(s) 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 Subscription Shares under the Subscription Specific Mandate.
3.	(a) Conditional upon the Stock Exchange granting listing approval, to approve the grant of the Placing
	Specific Mandate to the Director(s) to exercise, issue and allot the Placing Shares (as defined in the
	Circular) at HK$0.062 per share under the Placing Agreement (as defined in the Circular); and
	(b) to authorise any Director(s) 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.
4.	(a) To approve the Increase in Authorised Share Capital (as defined in the Circular); and
	(b) to authorise any Director(s) 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.
Date:	2016Signature(Note 5):

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

2. Please insert the number of shares of HK$0.0025 each 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).

3. Please insert the name and address of the proxy desired. If no name is inserted, the Chairman of the meeting will act as your proxy. Any shareholder may appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company but must attend the meeting in person to represent you.

4. THEIMPORTANT:RESOLUTION,IF YOUPLEASEWISH TOTICKVOTEIN THEFOR RELEVANTTHE RESOLUTION,BOX MARKEDPLEASE‘‘AGAINSTTICK IN ’’THE. FailureRELEVANTto tick a BOXbox willMARKEDentitle your‘‘FORproxy’’. IF toYOUcastWISHyour voteTO VOTEin respectAGAINSTof such resolution at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than the resolution referred to above.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

6. Any vote in respect of the resolution(s) to be put forward for consideration at the meeting will be taken by poll.

7. In the case of joint holders of any share, any one of such holders may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the meeting personally or by proxy, the holder whose name stands first in the register of members of the Company shall alone be entitled to vote in respect of that share.

8. CompanyTo be valid,’s sharethis formbranchof registrarproxy andin theHongpowerKong,of TricorattorneyInvestoror otherServicesauthority,Limitedif any,atunderLevel which22, Hopewellit is signedCentre,or a 183certifiedQueencopy’s Roadof thatEast,powerWanchai,or authority,Hong Kongmustnotbe depositedless than 48withhoursthe before the time appointed for holding the meeting or any adjourned meeting. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

9. Any alteration made to this form of proxy must be initialled by the person who signs it.

PERSONAL INFORMATION COLLECTION STATEMENT

Youryour votingsupplyinstructionsof your andforyourtheproxyMeeting’s (orofproxiesthe Company’) name(s)(theand‘‘Purposesaddress(es)’’). Weis onmaya voluntarytransfer yourbasisandforyourthe purposeproxy’s (orof processingproxies’) name(s)your requestand address(es)for the appointmentto our agent,of contractor,a proxy (ororproxies)third partyand serviceor are otherwiseprovider whorelevantprovidesfor theadministrative,Purposes and computerneed to receiveand otherthe servicesinformation.to usYourfor useandinyourconnectionproxy’s with(or proxiesthe Purposes’) name(s)and andto suchaddress(es)parties whowill arebe retainedauthorizedforbysuchlawperiodto requestas maythebeinformationnecessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Tricor Investor Services Limited at the above address.