Glory Sun Land Group Limited — Proxy Solicitation & Information Statement 2018

Feb 5, 2018

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

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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 an extraordinary general meeting (the “ EGM ”) of New Sports Group Limited (the “ Company ”) will be held at Unit 2602, 26/F., Lippo Centre, Tower 1, No. 89 Queensway, Admiralty, Hong Kong on Friday, 23 February 2018 at 11:00 a.m. for the purpose of consideration and, if thought fit, passing, with or without modifications, the following resolutions:

ORDINARY RESOLUTIONS

1. THE SUBSCRIpTION

“ THAT:

• (a) the subscription agreement dated 10 January 2018 (the “ Subscription Agreement ”) entered into between the Company and Tengyue Limited (the “ Subscriber ”) (a copy of the Subscription Agreement has been produced to the meeting and marked “A” and initialed by the Chairman of the meeting for identification purpose) in relation to the subscription of 408,625,621 new ordinary shares of HK$0.05 each in the share capital of the Company (the “ Subscription Shares ”) by the Subscriber at the subscription price of HK$0.50 Subscription Share (the “ Subscription price ”) and the transaction contemplated thereunder be and are hereby approved, confirmed and ratified;

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• (b) conditional upon The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the listing of and permission to deal in the Subscription Shares on the Stock Exchange, the directors of the Company (the “ Directors ”) be and are hereby granted a specific mandate to issue and allot the Subscription Shares in accordance with the terms of the Subscription Agreement, provided that this specific mandate shall be in addition to, and shall not prejudice nor revoke any existing or such other general or specific mandates which may from time to time be granted to the Directors prior to the passing of this resolution; and

• (c) any one of the Directors be and is hereby authorised to take any action and execute such other documents as he/she considers necessary, desirable or expedient to carry out or give effect to or otherwise in connection with the Subscription Agreement and the transaction contemplated thereunder, including, without limitation, the allotment and issue of the Subscription Shares.”

2. THE pLACING

“ THAT:

• (a) the placing agreement dated 10 January 2018 (the “ placing Agreement ”) entered into between the Company and CCB International Capital Limited (the “ placing Agent ”) as placing agent (a copy of Placing Agreement has been provided to the meeting and marked “B” and initialed by the Chairman of the meeting for identification purpose) in relation to a private placing of up to 1,634,502,485 new ordinary shares of HK$0.05 each in the share capital of the Company (the “ placing Shares ”) to independent placees (the “ placees ”) at the placing price of HK$0.50 per Placing Share (the “ placing price ”) and the transaction contemplated thereunder be and hereby approved, confirmed and ratified;

• (b) conditional upon the Stock Exchange granting the listing of and permission to deal in the Placing Shares on the Stock Exchange, the Directors be and are hereby granted a specific mandate to issue and allot the Placing Shares in accordance with the terms of the Placing Agreement, provided that this specific mandate shall be in addition to, and shall not prejudice nor revoke any existing or such other general or specific mandates which may from time to time be granted to the Directors prior to the passing of this resolution; and

• (c) any one of the Directors be and is hereby authorized to take any action and execute such other documents as he/she considers necessary, desirable or expedient to carry out or give effect to or otherwise in connection with the Placing Agreement and the transaction contemplated thereunder, including without limitation, the allotment and issue of the Placing Shares.”

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3. INCREASE IN AUTHORISED SHARE CApITAL

“ THAT:

• (a) the authorised share capital of the Company be increased from HK$200,000,000 divided into 4,000,000,000 ordinary shares of HK$0.05 each to HK$400,000,000 divided into 8,000,000,000 ordinary shares of HK$0.05 each by the creation of an additional 4,000,000,000 new ordinary shares of HK$0.05 each (“ Increase in Authorised Share Capital ”); and

• (b) any one of the Directors be and is hereby authorized to do all such acts and things and execute all such documents which he/she considers 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 of New Sports Group Limited Zhang Xiaodong Chairman

Hong Kong, 6 February 2018

Principal Place of Business in Hong Kong:

Units 2602, 26/F. Lippo Centre Tower 1 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.

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• (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 EGM or at any adjournment thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

• (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.

• (5) Record date for determining the entitlement of the shareholders of the Company to attend and vote at the EGM will be on Thursday, 15 February 2018. In order to qualify for attending and voting at the Meeting, all completed share transfer forms, accompanied by the relevant certificates, must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Thursday, 15 February 2018.

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, Ms. He Suying and Dr. Tang Lai Wah.

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