NetDragon Websoft Holdings Limited — Proxy Solicitation & Information Statement 2023

Jun 25, 2023

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

==> picture [106 x 94] intentionally omitted <==

NetDragon Websoft Holdings Limited 網龍網絡控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 777)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of NetDragon Websoft Holdings Limited (the “ Company ”) will be held at 3:00 p.m. on Friday, 14 July 2023 at Boardroom 3-4, M/F, Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong for the purpose of considering and, if thought fit, passing the following resolution, with or without amendments, as ordinary resolution of the Company. Capitalised terms used herein that are not expressly defined in this notice of EGM shall bear the same meaning as those defined in the circular of the Company dated 26 June 2023 (the “ Circular ”).

“ THAT :

• (i) the Merger Agreement (a copy of which is produced to the EGM marked “A” and initialed by the chairman of the EGM for identification purpose) and the transactions contemplated thereunder (including, among other things, the Merger (including the Secondary Sale), the Proposed Spin-off and the Distribution in Specie) and the documentation thereof be and are hereby approved, confirmed and ratified; and

• (ii) any one Director be and is hereby authorised for and on behalf of the Company to execute each other documents, instructions and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to, or in connection with the matters contemplated under this resolution and to agree to any amendment to any of the terms of the Merger Agreement which in the opinion of the Directors is not of a material nature and is in the interests of the Company.”

By order of the Board NetDragon Websoft Holdings Limited Liu Dejian Chairman

Hong Kong, 26 June 2023

As at the date of this notice, the Board comprises four executive Directors, namely Mr. Liu Dejian, Dr. Leung Lim Kin, Simon, Mr. Liu Luyuan and Mr. Chen Hongzhan; one non-executive Director, namely Mr. Lin Dongliang; and three independent non-executive Directors, namely Mr. Li Sing Chung Matthias, Mr. Lee Kwan Hung, Eddie and Mr. Liu Sai Keung, Thomas.

– 1 –

Notes:

• (1) A member of the Company entitled to attend and vote at the EGM convened by the above notice is entitled to appoint another person as his proxy to attend and, on a poll, on his behalf. A proxy need not be a member of the Company but must attend the EGM to represent the member.

• (2) In order to be valid, the form of proxy must be deposited with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited of 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong together with any power of attorney or other authority, under which it is signed, or a notarially certified copy of that power or authority, not less than 48 hours before the time for holding the EGM or any adjournment thereof.

• (3) In the case of joint holders of any shares in the Company, any one of such joint holders may vote at the EGM, either in person or by proxy, in respect of such shares as if he was solely entitled thereto, but if more than one of such joint holders are present at the meeting, either personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such shares shall be accepted to the exclusion of the votes of the other joint registered holders.

• (4) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its common seal or under the hand of an officer or attorney or other person duly authorised.

• (5) Delivery of the form of proxy will not preclude a member from attending and voting in person at the meeting convened and in such event, the form of proxy shall be deemed to be revoked.

• (6) For determining the entitlement to attend and vote at the EGM, the Company’s register of members will be closed from Tuesday, 11 July 2023 to Friday, 14 July 2023, both days inclusive, during which time no transfer of shares will be registered. In order to ensure that the shareholders are entitled to attend and vote at the EGM, the shareholders must deliver their duly stamped instruments of transfer, accompanied by the relevant share certificates, to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong by no later than 4:30 p.m. on Monday, 10 July 2023 for registration of the relevant transfer.

• (7) Any voting of the EGM shall be taken by poll.

– 2 –