NetDragon Websoft Holdings Limited — Proxy Solicitation & Information Statement 2026

Apr 28, 2026

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in NetDragon Websoft Holdings Limited (the “Company”), you should at once hand this circular and the accompanying proxy form to the purchaser(s) or transferee(s), or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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

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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)

(1) PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE AND BUY BACK SHARES,

(2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND CONTINUOUS APPOINTMENT OF AN INDEPENDENT NONEXECUTIVE DIRECTOR WHO HAS SERVED FOR MORE THAN NINE YEARS,

(3) FINAL DIVIDEND AND

(4) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at Boardroom 3-4, M/F, Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong on Monday, 1 June 2026 at 3:00 p.m. is set out on pages 17 to 21 of this circular. A form of proxy for use at the annual general meeting is enclosed herewith. Whether or not you intend to attend and vote at the annual general meeting in person, you are requested to complete and return the accompanying proxy form to the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong in accordance with the instructions printed thereon as soon as possible but in any event not later than 48 hours before the time appointed for holding the annual general meeting (or any adjournment thereof). Completion and return of the proxy form will not preclude you from attending and voting in person in the annual general meeting (or any adjournment thereof) if you so wish. For the avoidance of doubt, any treasury Shares held by the Company shall not be entitled to vote at the Company’s general meeting(s).

29 April 2026

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I – Explanatory Statement for the Buy-back Mandate. . . . . . . . . . . . . . . . . . . .	12
Notice of AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

– i –

DEFINITIONS

In this circular, the following expressions have the following meanings, unless the context otherwise requires:

“AGM” the annual general meeting of the Company to be held at Boardroom 3-4, M/F, Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong on Monday, 1 June 2026 at 3:00 p.m. or any adjournment thereof (as the case may be), notice of which is set out on pages 17 to 21 of this circular; “associate(s)” has the meaning ascribed to it under the Listing Rules; “Board” the board of Directors; “Buy-back Mandate” the proposed general and unconditional mandate to be granted to the Directors at the AGM to buy-back up to 10% of the issued Shares (excluding treasury Shares) as at the date of the passing of such resolution; “CCASS” Central Clearing and Settlement System, a securities settlement system used within the Hong Kong Exchanges and Clearing Limited market system; “Chairman” the chairman of the Board; “Company” NetDragon Websoft Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange; “core connected person(s)” has the same meaning as ascribed to it under the Listing Rules; “Director(s)” the director(s) of the Company; “Final Dividend” the proposed final dividend of HKD0.50 per Share for the year ended 31 December 2025 to shareholder whose names appear on the register of members of the Company on the Record Date; “Group” the Company and its subsidiaries; “HKD” Hong Kong dollars, the lawful currency of Hong Kong; “HKSCC” Hong Kong Securities Clearing Company Limited; “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China;

– 1 –

DEFINITIONS

“Issue Mandate” the proposed general and unconditional mandate to be granted to the Directors at the AGM to allot, issue and otherwise deal with additional Shares (including any sale or transfer of treasury Shares out of treasury) not exceeding 20% of the issued Shares (excluding any treasury Shares) as at the date of the passing of such resolution plus the amount representing the aggregate number of Shares bought back by the Company under the Buy-back Mandate;

“Latest Practicable Date” 21 April 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular;

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange;

• “Nomination Committee” the Nomination Committee of the Company

“Record Date” 8 June 2026, being the record date for determining entitlements of the Shareholders to the Final Dividend;

“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); “Share(s)” the ordinary share(s) of USD0.01 each in the capital of the Company;

“Shareholder(s)” the holder(s) of the Share(s);

“Stock Exchange” The Stock Exchange of Hong Kong Limited;

“Subsidiary(ies)” a subsidiary for the time being of the Company within the meaning of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) whether incorporated in the Cayman Islands or elsewhere;

“Takeovers Codes” the Codes on Takeovers and Mergers and Share Buy-backs; “treasury Shares” has the meaning ascribed to it under the Listing Rules; “USD” US dollars, the lawful currency of the United State of America; and “%” per cent.

– 2 –

LETTER FROM THE BOARD

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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)

Executive Directors: Liu Dejian (Chairman) Leung Lim Kin, Simon (Vice Chairman) Liu Luyuan Chen Hongzhan Lin Yun

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Non-executive Director: Lin Dongliang Independent non-executive Directors: Liu Sai Keung, Thomas Li Sing Chung Matthias Lo Wing Yan, William JP

Head office and principal place of business in Hong Kong: Units 2001-05 & 11, 20th Floor, Harbour Centre, 25 Harbour Road, Wan Chai, Hong Kong

29 April 2026

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED GRANTING OF GENERAL MANDATES

TO ISSUE AND BUY BACK SHARES,

(2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND CONTINUOUS APPOINTMENT OF AN INDEPENDENT NONEXECUTIVE DIRECTOR WHO HAS SERVED FOR MORE THAN NINE YEARS,

(3) FINAL DIVIDEND AND

(4) NOTICE OF ANNUAL GENERAL MEETING

– 3 –

LETTER FROM THE BOARD

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM relating to (i) the granting to the Directors a general mandate to allot, issue and deal with additional Shares not exceeding 20% of the issued Shares (excluding treasury Shares) as at the date of passing of such resolution; (ii) the granting to the Directors a general mandate to buy back the Shares not exceeding 10% of the issued Shares (excluding treasury Shares) as at the date of the passing of such resolution; (iii) the re-election of retiring Directors and continuous appointment of an independent non-executive Director who has served for more than nine years; and (iv) the distribution of Final Dividend. This circular contains the explanatory statement in compliance with the Listing Rules and to give all the information reasonably necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolutions.

A notice convening the AGM is set out on pages 17 to 21 to this circular.

GENERAL MANDATES

At the AGM, separate ordinary resolutions will be proposed to grant to the Directors general and unconditional mandates to authorize the Directors (i) to allot, issue and otherwise deal with additional Shares (including any sale or transfer of treasury Shares) not exceeding 20% of the number of issued Shares (excluding treasury Shares) at the date of passing of the resolution; (ii) to exercise all powers of the Company to buy back issued and fully paid Shares on the Stock Exchange up to a maximum of 10% of the number of issued Shares (excluding treasury Shares) at the date of the passing of the resolution; and (iii) to extend the general mandate granted to the Directors to allot, issue and deal with additional Shares as mentioned in paragraph (i) above by the amount representing the aggregate number of Shares bought back by the Company under the Buy-back Mandate.

As at the Latest Practicable Date, there were in issue an aggregate of 526,100,249 Shares (excluding treasury Shares). Subject to the passing of the proposed resolutions for the grant of the Issue Mandate and the Buy-back Mandate, and on the basis that no further Shares will be issued or bought back prior to the date of the AGM, exercise in full of the Buy-back Mandate will result in up to 52,610,024 Shares being bought back by the Company, and the Directors will be authorised to allot and issue (or transfer of treasury Shares out of treasury, if any) under the Issue Mandate up to 105,220,049 Shares, and to the extent the Buy-back Mandate is exercised, plus the additional number of Shares representing the aggregate number of Shares bought back by the Company under the Buy-back Mandate.

The Issue Mandate and the Buy-back Mandate shall continue in force during the period ending on the earliest of (a) the date of the next annual general meeting; or (b) the date by which the next annual general meeting of the Company is required to be held by law or by its articles of association; or (c) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

– 4 –

LETTER FROM THE BOARD

EXPLANATORY STATEMENT

An explanatory statement containing all relevant information relating to the proposed Buy-back Mandate is set out in the Appendix I to this circular. The information in the explanatory statement is to provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the relevant proposed resolution to grant to the Directors the Buy-back Mandate.

RE-ELECTION OF RETIRING DIRECTORS AND CONTINUOUS APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR WHO HAS SERVED FOR MORE THAN NINE YEARS

As at the Latest Practicable Date, the executive Directors are Liu Dejian (Chairman), Leung Lim Kin, Simon (Vice Chairman), Liu Luyuan, Chen Hongzhan and Lin Yun; the non-executive Director is Lin Dongliang; and the independent non-executive Directors are Li Sing Chung, Matthias, Liu Sai Keung, Thomas and Lo Wing Yan, William.

Pursuant to article 87(1) of the articles of association of the Company, at each annual general meeting, one-third of the Directors for the time being (or, if their number is not three or a multiple of three, the number nearest to but not less than one-third), shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at least once every three years.

Pursuant to article of 86(3) of the articles of association of the Company, any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of Company after his appointment and shall then be eligible for re-election and any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.

Accordingly, Lin Dongliang (“ Mr. Lin ”), Li Sing Chung, Matthias (“ Mr. Li ”), Liu Sai Keung, Thomas (“ Mr. Liu ”) and Lo Wing Yan, William (“ Dr. Lo ”) will retire as Directors in accordance with the articles of association of the Company. Mr. Lin, Mr. Li, Mr. Liu and Dr. Lo being eligible, offer themselves for re-election at the AGM. Brief biographical and other details of Mr. Lin, Mr. Li, Mr. Liu and Dr. Lo who are proposed to be re-elected at the AGM, are set out as follows:

Lin Dongliang , aged 63, Mr. Lin was appointed as a non-executive Director on 15 October 2007. Mr. Lin graduated with a Master ’s degree in Engineering Management in 1986 from Tsinghua University.

Mr. Lin is currently a general partner of IDG Capital. He has presided over a variety of investment projects in the IT industry since 1995 with remarkable success. Prior to joining IDG Capital, Dongliang worked at the Development Research Center of the State Department of China. Mr. Lin is currently a director of Sichuan Hexie Shuangma Co., Ltd (四川和諧雙馬股份有限公司) (stock code: 935).

Mr. Lin entered into an appointment letter with the Company for an initial term of three years commencing from 24 June 2008 and being renewed automatically for successive terms of one year each commencing from the day next after the expiry of the current term, subject to termination in certain circumstances as stipulated therein. Pursuant to the appointment letter, Mr. Lin is not entitled to any annual remuneration.

– 5 –

LETTER FROM THE BOARD

Li Sing Chung Matthias , aged 71, was appointed as an independent non-executive Director on 30 December 2022. Mr. Li is also the chairman of the audit committee, a member of the remuneration committee and nomination committee. Mr. Li is a seasoned business executive with extensive strategic planning, corporate and financial management experience.

Mr. Li currently serves as vice chairman of the Hong Kong Business Accountants Association and the Hong Kong Public Sector Accountants Association, board of management member, the council member and chairman of the finance committee of the Caritas Hong Kong, the council member, secretary and chairman of finance and administration committee of UNICEF Hong Kong, and Hong Kong Accounting Consultant appointed by the Ministry of Finance of the People’s Republic of China. From 2016 to 2020, Mr. Li was the chief executive officer of Ocean Park Corporation in Hong Kong where he also previously served as chief financial officer and corporate secretary. Mr. Li started his career as an auditor at Arthur Andersen & Co and was a director overseeing Asia Pacific institutional banking at Bank of Montreal before joining Ocean Park in 1994, and previously served as treasurer of UNICEF Hong Kong. Mr. Li graduated from the University of Toronto with a Bachelor of Commerce and Master of Business Administration degrees, and is currently a fellow of the Hong Kong Institute of Certified Public Accountants and a fellow of the Chartered Professional Accountants, Canada.

Mr. Li entered into an appointment letter with the Company for an initial term of three years commencing from 30 December 2022 and being renewed automatically for successive terms of one year each commencing from the day next after the expiry of the current term, subject to termination in certain circumstances as stipulated therein. Pursuant to the appointment letter, Mr. Li is entitled to an annual remuneration of RMB594,000. The determination of his emoluments is based on salaries paid by comparable companies, time commitment, his duties and responsibilities in the Company, the Company’s performance and its remuneration policy.

Mr. Li, being the independent non-executive Director eligible for re-election at the AGM, has confirmed his independence pursuant to Rule 3.13 of the Listing Rules.

As at the Latest Practicable Date, Mr. Li is interested in 0.0004% of the issued voting shares of the Company which is represented by beneficial interest of 2,000 shares.

Liu Sai Keung, Thomas , aged 53, was appointed as an independent non-executive Director on 15 October 2007. Mr. Liu is also the chairman of the nomination committee, a member of the audit committee and remuneration committee. He graduated with a MBA degree from the Anderson School at the University of California, Los Angeles and a Bachelor ’s degree in Business Administration and a Master ’s degree in Finance from the Chinese University of Hong Kong in 1995 and 1999 respectively. Mr. Liu is currently the executive director and Chief Operation Officer of VCREDIT Holdings Limited (Stock Code: 2003), a company listed on the Main Board of the Stock Exchange. Prior to joining VCREDIT Group in 2009, he served as the managing director of strategic investments of GroupM China from 2007 to 2009 and the vice president of Star Group Limited from 2006 to 2007. He was also served as a business development director of TOM Online Limited and an investment banking associate of the New York office of Lehman Brothers Inc.

– 6 –

LETTER FROM THE BOARD

Mr. Liu entered into an appointment letter with the Company for an initial term of three years commencing from 24 June 2008 and being renewed automatically for successive terms of one year each commencing from the day next after the expiry of the current term, subject to termination in certain circumstances as stipulated therein. Pursuant to the appointment letter, Mr. Liu is entitled to an annual remuneration of RMB847,000. The determination of his emoluments is based on salaries paid by comparable companies, time commitment, his duties and responsibilities in the Company, the Company’s performance and its remuneration policy.

Mr. Liu, being the independent non-executive Director eligible for re-election at the AGM, has confirmed his independence pursuant to Rule 3.13 of the Listing Rules.

As at the Latest Practicable Date, Mr. Liu is interested in approximately 0.09% of the issued voting shares of the Company which is represented by personal interest of 300,019 shares and the underlying shares of interest of 200,000 share options granted by the Company.

Lo Wing Yan, William , JP, aged 65, was appointed as an independent non-executive Director on 29 August 2025. Dr. Lo is also the chairman of the remuneration committee, a member of nomination committee and audit committee.

Dr. Lo is an experienced executive in the TMT (technology, media and telecommunications), retail, finance and education sectors. He started his career in McKinsey & Company Inc. as a strategy consultant and held senior positions in China Unicom, Hong Kong Telecom IMS Limited, Citibank Hong Kong, I.T. Limited, South China Media Group and Kidsland International Holdings Limited in the past. Dr. Lo graduated from Cambridge University with a M. Phil. degree in Pharmacology and a Ph.D. degree in Molecular Neuroscience.

Dr. Lo is the chairman and founding governor of the Charles K. Kao Foundation for Alzheimer’s Disease, he is also the founding governor of the ISF Academy and the chairman of Junior Achievement Hong Kong. Dr. Lo has held numerous government appointments during his career including the Central Policy Unit, Broadcasting Authority, Stock Exchange’s Growth Enterprise Market (GEM) Listing Committee and the Hong Kong Applied Science and Technology Research Institute ASTRI. Dr. Lo is currently a member of the advisory committee of the School of Chinese Medicine at Hong Kong Baptist University, Institute of Web 3.0 Hong Kong, Hong Kong PropTech Association, Our Hong Kong Foundation and a board governor of the Hong Kong Adventist Hospital Foundation. In 1999, Dr. Lo was appointed a Justice of the Peace (JP) of the HKSAR Government for his contribution to Hong Kong.

Dr. Lo is currently the independent non-executive director of Television Broadcasts Limited (stock code: 511), CSI Properties Limited (stock code: 497), OCI International Holdings Limited (stock code: 329) and CWT International Limited (stock code: 521), all companies listed on the Main Board of the Stock Exchange. Dr. Lo is also an independent director of Regencell Bioscience Holdings Limited (Stock Code: RGC), a company listed on NASDAQ American.

– 7 –

LETTER FROM THE BOARD

Dr. Lo entered into an appointment letter with the Company for an initial term of three years commencing from 29 August 2025 and being renewed automatically for successive terms of one year each commencing from the day next after the expiry of the current term, subject to termination in certain circumstances as stipulated therein. Pursuant to the appointment letter, Mr. Li is entitled to an annual remuneration of RMB202,000. The determination of his emoluments is based on salaries paid by comparable companies, time commitment, his duties and responsibilities in the Company, the Company’s performance and its remuneration policy.

Dr. Lo, being the independent non-executive Director eligible for re-election at the AGM, has confirmed his independence pursuant to Rule 3.13 of the Listing Rules.

As at the Latest Practicable Date, Dr. Lo does not have, and is not deemed to have, any interests or short positions in any Shares, underlying Shares or debenture of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed hereof, as at the Latest Practicable Date, and to the best knowledge and belief of the Board, the Directors confirmed that:

• (a) each of Mr. Lin, Mr. Li, Mr. Liu and Dr. Lo is not connected with any Director, senior management, management Shareholder, substantial Shareholder or controlling Shareholder of the Company;

• (b) each of Mr. Lin, Mr. Li, Mr. Liu and Dr. Lo has no other interests in the Shares which are required to be disclosed under Part XV of the SFO;

• (c) each of Mr. Lin, Mr. Li, Mr. Liu and Dr. Lo does not hold any directorships in public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years;

• (d) there is no other information that needs to be disclosed pursuant to any of the requirements as set out in Rule 13.51(2)(h) to (v) of the Listing Rules; and

• (e) the Company is not aware of any other matter that needs to be brought to the attention of the Shareholders and the Stock Exchange in relation to the re-election of Directors.

In considering the re-elections of Mr. Lin as non-executive Director, and Mr. Li, Mr. Liu and Dr. Lo as independent non-executive Directors, the Board, with the assistance and recommendation from the Nomination Committee, has reviewed the structure, size, composition and diversity of the Board from a number of aspects, including but not limited to age, gender, geographical background, length of service, the professional experience, skills and expertise that a Director can provide, and the independence of all independent non-executive Directors. The Nomination Committee has recommended to the Board on re-election of all the retiring Directors including the aforesaid independent non-executive Director who is due to retire and has served the Board for more than nine years at the AGM.

– 8 –

LETTER FROM THE BOARD

According to code provision B.2.3 of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules, if an independent non-executive Director serves more than nine years, any further appointment of such independent non-executive Director should be subject to a separate resolution to be approved by the Shareholders.

The Board is of the view that Mr. Liu meets the independence guidelines set out in Rule 3.13 of the Listing Rules and maintains his independent in accordance with the terms of the guidelines despite that he has served the Board for more than nine years. During his tenure as independent non-executive Director, he has made positive contributions to the Company’s strategy, policies and performance with his independent advice, comments, judgment from the perspective of his background coupled with his general understanding of business of the Group. He also contributes to the diversity of the Board in age and geographical background. Mr. Liu has not engaged in any executive management of the Group. In view of Mr. Liu’s extensive experience in the commercial field, the Board believes that he is capable to provide constructive contributions and objective view to the Board. After careful consideration, the Board is of that view that Mr. Liu continued to demonstrate strong independence in judgement and his position outside the Company will not affect him in maintaining his current role in, and his functions and responsibilities for, the Company. Therefore, the Board considers Mr. Liu is still independent and should be re-elected. The re-appointment of Mr. Liu at the AGM will be in accordance with the relevant provision as set out in the Corporate Governance Code in Appendix C1 to the Listing Rules, which requires, inter alia, the approval of a separate resolution by Shareholders.

FINAL DIVIDEND

As stated in the announcement issued by the Company dated 26 March 2026 relating to the annual results of the Group for the year ended 31 December 2025, the Board recommended the payment of the Final Dividend of HKD0.50 per Share for the year ended 31 December 2025 to Shareholders whose names appear on the register of members of the Company on the Record Date. The Final Dividend is subject to approval by the Shareholders at the AGM and a resolution will be proposed to the Shareholders for voting at the AGM.

CLOSURE OF REGISTER

The Register will be closed from Monday, 8 June 2026 to Tuesday, 9 June 2026 (both dates inclusive) in order to determine the Shareholders’ entitlements to the Final Dividend, during which no transfer of Shares will be registered.

To qualify for the Final Dividend, all transfer of Shares accompanied by the relevant share certificates must be lodged with 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 for registration no later than 4:30 p.m. on Friday, 5 June 2026.

Shareholders whose names appear on the register of members of the Company on the Record Date, i.e. Monday, 8 June 2026, will be entitled to the Final Dividend.

– 9 –

LETTER FROM THE BOARD

The expected timetable for the Final Dividend is as follows:

Events

Date

AGM

Monday, 1 June 2026

Final Dividend ex-entitlement date Thursday, 4 June 2026

Latest time for the Shareholders to lodge transfer documents to the Company’s branch share registrar in order to qualify for receiving the Final Dividend

4:30 p.m. on Friday, 5 June 2026 (All transfer of shares accompanied by the relevant share certificates and transfer form must be lodged with the Company’s branch share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration)

Closure of the register of members (to qualify for receiving the Final Dividend)

Monday, 8 June 2026 to Tuesday, 9 June 2026

Record Date for Final Dividend

Upon the Shareholders’ approval of the payment of the Final Dividend at the AGM, the expected payment date of the Final Dividend

Monday, 8 June 2026 Friday, 31 July 2026

GENERAL INFORMATION

The notice convening the AGM is set out on pages 17 to 21 of this circular.

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you intend to attend the AGM in person, you are requested to complete and return the accompanying proxy form to 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 in accordance with the instructions printed thereon not less than 48 hours before the time appointed for holding the AGM (or any adjournment thereof). The return of the proxy form will not preclude you from attending and voting in person in the AGM (or any adjournment thereof) if you so wish.

For determining the entitlement to attend and vote at the AGM, the Company’s register of members will be closed from Wednesday, 27 May 2026 to Monday, 1 June 2026, 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 AGM, 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 Tuesday, 26 May 2026 for registration of the relevant transfer.

– 10 –

LETTER FROM THE BOARD

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no shareholder is required to abstain from voting on the resolutions to be proposed at the AGM.

VOTING AT THE AGM

Pursuant to Rule 13.39 of the Listing Rules, all votes of the Shareholders at the general meetings must be taken by poll. The chairman of the AGM will therefore demand a poll for every resolution put to the vote of the AGM pursuant to article 66 of the articles of association of the Company.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors consider that the proposals for general mandates to issue and buy-back Shares, re-election of retiring Directors and continuous appointment of an independent non-executive Director who has served for more than nine years, and proposed declaration of Final Dividend are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of all the resolutions to be proposed at the AGM in respect thereof.

Yours faithfully, For and on behalf of the Board NetDragon Websoft Holdings Limited Liu Dejian Chairman

– 11 –

EXPLANATORY STATEMENT FOR THE BUY-BACK MANDATE

APPENDIX I

This is an explanatory statement given to all Shareholders, as required by the Listing Rules, to provide requisite information of the Buy-back Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued and fully-paid share capital of the Company was 526,100,249 Shares (excluding treasury Shares). As at the Latest Practicable Date, the Company had 5,162,284 treasury Shares.

Subject to the passing of the ordinary resolution granting the Buy-back Mandate and on the basis that no further Shares are issued or bought back prior to the AGM, the Company would be allowed under the Buy-back Mandate to buy back a maximum of 52,610,024 Shares, being 10% of the entire issued capital of the Company (excluding treasury Shares).

2. REASONS FOR BUY BACK

The Directors believe that it is in the interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Company to repurchase Shares on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at that time, lead to an enhancement of the net asset value and/or earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders.

The Directors will not propose to exercise the Buy-back Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on its gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

3. FUNDING OF BUY-BACK

Buy-back of the Shares will be funded out of funds legally available for such purpose in accordance with the memorandum and articles of association of the Company and the applicable laws of the Cayman Islands.

The Company is empowered by its memorandum and articles of association to buy back its Shares. The Cayman Islands law provides that the amount of capital repaid in connection with a share buy-back may only be paid out of either the capital paid up on the relevant shares, or the profits that would otherwise be available for distribution by way of dividend or the proceeds of a new issue of shares made for such purpose. The amount of premium payable on redemption may only be paid out of either the profits that would otherwise be available for distribution by way of dividend or out of the share premium of the Company. Under the Cayman Islands law, the Shares so bought back will remain part of the authorised but unissued share capital.

4. GENERAL

The Directors have confirmed that they will exercise the powers of the Company to make buy-back pursuant to the Buy-back Mandate and in accordance with the Listing Rules, the memorandum and articles of association of the Company and any applicable laws of the Cayman Islands. The Directors also confirm that neither this explanatory statement nor the Buy-back Mandate has any unusual features.

– 12 –

EXPLANATORY STATEMENT FOR THE BUY-BACK MANDATE

APPENDIX I

None of the Directors, to the best of the knowledge and belief of the Directors having made all reasonable enquiries, nor any of the close associates of any of the Directors has any present intention, in the event that the proposed Buy-back Mandate is approved by the Shareholders, to sell Shares to the Company in the event that the Buy-back Mandate is approved by the Shareholders.

As at the Latest Practicable Date, no core connected person of the Company has notified the Company that he/she has a present intention to sell Shares to the Company nor he/she has undertaken not to sell any of the Shares held by him/her to the Company in the event that the Buy-back Mandate is approved by the Shareholders.

The Company may cancel such repurchased Shares or hold them as treasury Shares, subject to market conditions and the Group’s capital management needs at the relevant time of the buy-back. If held as treasury Shares, such treasury Shares might be used for cancellation, and/or provide incentives to employees or be sold or transferred for such purposes subject to the Company’s articles of association and the applicable Listing Rules.

For any treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the treasury Shares from CCASS, and either re-register them in its own name as treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders’ rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury Shares.

5. EFFECT OF THE CODES ON TAKEOVERS AND MERGERS AND SHARE BUY-BACK AND MINIMUM PUBLIC FLOAT

If as a result of a buy-back of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Codes. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Codes), depending on the level of increase in the Shareholders’ interests, could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Codes.

As at the Latest Practicable Date, the register of the Shareholders maintained by the Company pursuant to Section 336 under Part XV of the SFO showed that the Company has been notified of the following interests, being 5% or more of the Company’s issued Shares:

				Approximate
				percentage of
		Number of	Approximate	shareholding if
		Shares and	percentage of	the Buy-back
	Capacity and	underlying	existing	Mandate is
Name of Shareholder	nature of interests	shares held	shareholding	exercised in full
Liu Dejian (Note 1)	Beneficial Owner	224,764,938	42.31%	46.96%
	Deemed interests of
	treasury shares held
	by the Company
	(Note 2)	5,162,284	0.97%	1.08%
Liu Luyuan (Note 1)	Beneficial Owner	224,764,938	42.31%	46.96%
	Deemed interests of
	treasury shares held
	by the Company
	(Note 2)	5,162,284	0.97%	1.08%

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EXPLANATORY STATEMENT FOR THE BUY-BACK MANDATE

APPENDIX I

				Approximate
				percentage of
		Number of	Approximate	shareholding if
		Shares and	percentage of	the Buy-back
	Capacity and	underlying	existing	Mandate is
Name of Shareholder	nature of interests	shares held	shareholding	exercised in full
DJM Holding Ltd.	Beneficial Owner	191,078,100	35.97%	39.92%
	Deemed interests of
	treasury shares held
	by the Company
	(Note 2)	5,162,284	0.97%	1.08%

Notes:

1. Liu Dejian is interested in 100.00% of the issued voting shares of DJM Holding Ltd., which in turn is interested in 35.97% of the Shares. Liu Dejian is also interested in 1.97% of the Shares which is represented by beneficial interest of 10,264,000 Shares and a beneficiary of a trust of 197,019 Shares.

Liu Luyuan is interested in 4.37% of the Shares which is represented by interest held as a founder of certain trust holding in aggregate 21,541,819 Shares, and the rest being beneficial interest of 1,684,000 Shares.

Pursuant to the concert party agreement between Liu Dejian and Liu Luyuan, Liu Dejian and Liu Luyuan are deemed to be interested in 42.31% of the Shares through their direct and deemed shareholding in all of DJM Holding Ltd., a trust in favour of Liu Luyuan, a trust in favour of Liu Dejian and their respective shares held as beneficial owner in each of their personal capacities.

1. As at the Latest Practicable Date, there were 5,162,284 Shares repurchased and held as treasury Shares. Liu Dejian, Liu Luyuan and DJM Holding Ltd., who control more than one-third of the voting power at the general meetings of the Company, are taken to have an interest in these treasury Shares.

In the event that the Directors shall exercise in full the Buy-back Mandate, the total interests of the above Shareholders would be increased to approximately the respective percentages shown in the last column above. As at the Latest Practicable Date, Liu Dejian and Liu Luyuan, as parties acting in concert (the “ Concert Parties ”), are interested in 229,927,222 Shares, representing approximately 43.28% of the issued Shares. As DJM Holding Ltd. is a corporation controlled by Liu Dejian, one of the Concert Parties, the interest in the Company held by DJM Holding Ltd. is accordingly regarded as part of the interest in the Company held by the Concert Parties and the increase of shareholding in the Company by DJM Holding Ltd. is examined with reference to the total increase of shareholding in the Company by the Concert Parties. In the event that the Directors should exercise in full the Buy-back Mandate, the aggregate shareholding of the Concert Parties will be increased to approximately 48.04% of the Shares. Such increase of interests would give rise to an obligation for the Concert Parties to make a mandatory general offer under Rule 26 of the Takeovers Code. However, the Directors do not have any present intention to exercise the Buy-back Mandate to such an extent as would give rise to such an obligation. Save as the above, the Directors are not aware of any consequences which may arise under the Takeovers Code as a consequence of any repurchase of Shares under the Share Buy-back Mandate.

Assuming that there is no issue of Shares in the Company between the Latest Practicable Date and the date of a share buy-back, an exercise of the Buy-back Mandate whether in whole or in part will not result in less than the relevant prescribed minimum percentage of the Shares of the Company being held by the public as required by the Stock Exchange. The Directors have no intention to exercise the Buy-back Mandate to an extent as may result in a public shareholding of less than the prescribed minimum percentage.

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EXPLANATORY STATEMENT FOR THE BUY-BACK MANDATE

APPENDIX I

6. SHARE BUY-BACK MADE BY THE COMPANY

During the six months preceding the Latest Practicable Date, the Company bought back a total of 3,071,000 Shares on the Stock Exchange at an aggregate consideration of HKD36 million before expenses. All such Shares have not been cancelled and were held as treasury Shares up to the Latest Practicable Date. The repurchases were made for the benefit of the Company and its shareholders as a whole with a view to enhancing the earnings per share of the Company.

Details of the share buy-backs are as follows:

	Number of
	ordinary			Aggregate
	shares bought			consideration
Month of purchase	back	Price per	share	paid
		Highest	Lowest
		HKD	HKD	HKD million
October 2025	900,000	13.00	12.09	11
November 2025	2,171,000	12.30	10.90	25

Save as disclosed above, neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of the Shares during the previous six months immediately preceding the Latest Practicable Date.

As at the Latest Practicable Date, the Company held 5,162,284 treasury Shares.

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EXPLANATORY STATEMENT FOR THE BUY-BACK MANDATE

APPENDIX I

7. SHARE PRICES

The highest and lowest prices at which the Shares traded on the Stock Exchange during each of the previous 12 months immediately preceding the Latest Practicable Date were as follows:

	Price per Share	Price per Share
Month	Highest	Lowest
	HKD	HKD
2025
April	10.72	9.30
May	10.34	9.57
June	11.16	9.28
July	11.62	10.22
August	13.30	10.34
September	16.80	10.50
October	15.40	12.07
November	12.31	10.88
December	11.44	10.23
2026
January	12.08	10.01
February	10.06	9.00
March	9.29	7.82
April (Up to the Latest Practicable Date)	9.45	8.82

– 16 –

NOTICE OF AGM

==> picture [105 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 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of NetDragon Websoft Holdings Limited (the “ Company ”) will be held at Boardroom 3-4, M/F, Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong on Monday, 1 June 2026 at 3:00 p.m. for considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY BUSINESS

1. To receive and consider the audited consolidated financial statements of the Company and its subsidiaries for the year ended 31 December 2025 and the reports of the directors of the Company (the “ Directors ”) and independent auditor’s of the Company for the year ended 31 December 2025.

2. To approve the recommended final dividend for the year ended 31 December 2025.

3. To re-appoint Messrs. Deloitte Touche Tohmatsu as auditors of the Company and to authorise the board of Directors (the “ Board ”) to fix their remuneration.

4. To re-elect each of the retiring Directors of the Company as follows by way of a separate resolution:

5. A. To re-elect Lin Dongliang as non-executive Director;

6. B. To re-elect Li Sing Chung Matthias as independent non-executive Director;

7. C. To re-elect Liu Sai Keung, Thomas, who has served more than nine years since October 2007 as independent non-executive Director;

8. D. To re-elect Lo Wing Yan, William as independent non-executive Director;

9. E. To authorise the Board to fix the remuneration of the Directors for the year ending 31 December 2026.

– 17 –

NOTICE OF AGM

SPECIAL BUSINESS

As special business, to consider and if thought fit, pass the following resolution with or without amendments as ordinary resolution:

1. A. “ THAT

2. (a) subject to paragraph (c) of this Resolution, pursuant to the Rules (the “ Listing Rules ”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) the exercise by the Directors during the Relevant Period (as hereinafter defined) to allot, issue and deal with the new shares in the capital of the Company (including any sale or transfer of treasury shares of the Company out of treasury), and to make or grant offers, agreements and options which would or might require the exercise of such powers, be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) of this Resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

4. (c) the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Right Issue (as hereinafter defined); or (ii) the exercise of any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and its subsidiaries and/or other eligible persons of shares or rights to acquire shares of the Company; (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of the cash payment for a dividend on shares of the Company in accordance with the articles of association of the Company; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares, shall not (aa) exceed 20% of the aggregate number of shares of the Company in issue (excluding any treasury shares of the Company) as at the date of this Resolution; and (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the number of shares of the Company bought back by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10% of the aggregate number of shares of the Company (excluding any treasury shares of the Company) in issue on the date of passing of Resolution no. 5B) and the said approval shall be limited accordingly;

– 18 –

NOTICE OF AGM

• (d) for the purpose of this Resolution:

“ Relevant Period ” means the period from the passing of this Resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law to be held; and

• (iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.

“ Right Issue ” means an offer of shares or other securities of the Company open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside the Hong Kong Special Administrative Region of the People’s Republic of China).”

B. “ THAT

• (a) subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to buy back its own shares on the Stock Exchange, subject to and in accordance with all applicable laws and the requirements of the Listing Rules or of any other stock exchange as amended from time to time, and all applicable law in this regard to be held be and is hereby generally and unconditionally approved and authorised;

• (b) the aggregate number of shares of the Company to be bought back by the Company pursuant to the approval in paragraph (a) of this Resolution during the Relevant Period shall not exceed 10% of the aggregate number of shares of the Company in issue (excluding any treasury shares of the Company) as at the date of passing this Resolution and the said approval shall be limited accordingly; and

• (c) for the purpose of this Resolution:

“ Relevant Period ” means the period from the passing of this Resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law to be held; and

– 19 –

NOTICE OF AGM

• (iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

• C. “ THAT conditional upon Resolutions 5A and 5B being passed, the aggregate number of shares of the Company which are bought back by the Company under the authority granted to the Directors as mentioned in Resolution 5B shall be added to the aggregate number of shares of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to Resolution 5A above.”

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

Hong Kong, 29 April 2026

– 20 –

NOTICE OF AGM

As at the date of this notice, the Board comprises five executive Directors, namely Dr. Liu Dejian, Dr. Leung Lim Kin Simon, Mr. Liu Luyuan, Mr. Chen Hongzhan and Ms. Lin Yun; one non-executive Director, namely Mr. Lin Dongliang; and three independent non-executive Directors, namely Mr. Li Sing Chung, Matthias, Mr. Liu Sai Keung, Thomas and Dr. Lo Wing Yan, William.

Notes:

• (1) A member of the Company entitled to attend and vote at the annual general meeting convened by the above notice is entitled to appoint another person as his proxy to attend and, on a poll, vote on his behalf. A proxy need not be a member of the Company but must attend the annual general meeting 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 annual general meeting 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 annual general meeting, 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 AGM, the Company’s register of members will be closed from Wednesday, 27 May 2026 to Monday, 1 June 2026, 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 AGM, 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 Tuesday, 26 May 2026 for registration of the relevant transfer.

• (7) The Board has recommended the payment of a final dividend of HKD0.50 per share for the year ended 31 December 2025 to shareholders whose names appear on the register of members of the Company on Monday, 8 June 2026 subject to the approval of the shareholders of the Company at the annual general meeting. For determining the entitlement to the proposed final dividend, the register of members of the Company will be closed from Monday, 8 June 2026 to Tuesday, 9 June 2026, both dates inclusive, during which period no transfer of shares will be registered. In order to qualify for the proposed final dividend, all transfers of shares, accompanied by the relevant share certificates, must be lodged with 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 for registration not later than 4:30 p.m. on Friday, 5 June 2026.

• (8) An explanatory statement containing the information necessary to enable the members to make an informed decision as to whether to vote for or against the ordinary resolution no. 5B as set out in this notice is enclosed.

• (9) Any voting of the annual general meeting shall be taken by poll.

– 21 –