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

Feb 5, 2018

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New Sports Group Limited 新體育集團有限公司

(Incorporated in Cayman Islands with limited liability)

(Stock Code: 299)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING (ON 23 FEBRUARY 2018) (or at any adjournment thereof)

	ORDINARY RESOLUTIONS	FOR (Note 4)	AGAINST (Note 4)
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 HK$0.50 Subscription Share (the “Subscription Price”) and the transaction contemplated thereunder be and are hereby approved, confirmed and ratified; (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 PlacingShares.”
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 andgivingeffect to the Increase in Authorised Share Capital.”
Date:

Notes:

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

2. Please insert the number of shares of HK$0.05 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. IMPORTANT: IF YOU WISh TO VOTE FOR ThE RESOLUTION, PLEASE TICK IN ThE RELEVANT BOX MARKED “FOR”. IF YOU WISh TO VOTE AGAINST ThE RESOLUTION, PLEASE TICK IN ThE RELEVANT BOX MARKED “AGAINST”. Failure to tick a box will entitle your proxy to cast your vote in respect of 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. To be valid, this form of proxy and the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited with the Company’s share branch registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours 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

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting of the Company (the “ Purposes ”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary 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.