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Linekong Interactive Group Co., Ltd. Proxy Solicitation & Information Statement 2015

Nov 17, 2015

51356_rns_2015-11-17_03e37256-d1ea-4d1c-b75a-1c0e9b5d76e3.pdf

Proxy Solicitation & Information Statement

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Linekong Interactive Group Co., Ltd. 藍港互動集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8267)

FORM OF PROXY FOR USE AT EXTRAORDINARY GENERAL MEETING

I/We (Name)

(Block capitals, please) of (Address) being the registered holder(s) of [(see Note 2)] ordinary shares of US$0.000025 each in the capital of Linekong Interactive Group Co., Ltd. (the “ Company ”) hereby appoint (Name) of (Address) or failing him/her (Name) of (Address) or failing him/her, the chairman of the meeting [(see Note 3)] as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company to be held at 5/F, Qiming International Mansion, Wangjing North Road, Chaoyang District, Beijing, the People’s Republic of China on Wednesday, December 2, 2015 at 10:00 a.m., and on any resolution or motion which is proposed thereat. My/our proxy is authorised and instructed to vote as indicated [(see Note 4)] in respect of the undermentioned resolutions:

Ordinary Resolutions(see Note 4) Ordinary Resolutions(see Note 4) Ordinary Resolutions(see Note 4) For(see Note 4) Against(see Note 4)
1. To consider and, if thought fit, to pass :“That:(a)the Series B+ Framework Agreement dated September 2, 2015 (the “Series B+ FrameworkAgreement”) entered into between the Company and Fuze Entertainment and the Series B+Preferred Share Purchase Agreement dated September 23, 2015 entered into by the Company and,among others, Fuze Entertainment (the “Series B+ Preferred Share Purchase Agreement”), inrelation to the purchase of 25,227,273 series B+ preferred shares in Fuze Entertainment with parvalue of US$0.000025 at a price of US$0.3667 per share, amounting to an aggregate purchase priceof US$9,250,000 (the “Purchase of Series B+ Preferred Shares”), be and is hereby confirmed,approved and ratified; and(b)any director(s) or authorized person(s) of the Company be and are hereby authorised for and onbehalf of the Company to, amongst others, do all such further acts and things and execute such furtherdocuments and take all such steps which in his/her opinion may be necessary, desirable or expedientto implement and/or give effect to, the terms of the Series B+ Framework Agreement, the Series B+Preferred Share Purchase Agreement, and the Purchase of Series B+ Preferred Shares contemplatedthereunder.”
Dated thisday of, 2015Signature(sNotes: ) (see Note 5 and Note 6)
  1. Full name(s) and address to be inserted in BLOCK CAPITALS .

  2. Please insert the number of shares 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. A member may appoint more than one proxy of his/her own choice. If such an appointment is made, strike out the words “the chairman of the meeting”, and insert the name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initialled by the person who signs it.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED “For”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED “Against”. Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

  5. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be under its common seal or under the hand of an officer or attorney duly authorised. The signature must match the records maintained by the Company’s share registrar in Hong Kong.

  6. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated.

    • Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such share as if he/she 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 votes of the other joint holders, and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.
  7. To be valid, this form of proxy must be completed, signed and deposited at the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, 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 appointed for holding the meeting or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

  8. The description of above resolutions is by way of summary only. The full text appears in the notice of extraordinary general meeting of the Company dated November 17, 2015.