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 a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Zengame Technology Holding Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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.

Zengame Technology Holding Limited

禪遊科技控股有限公司

(incorporated in the Cayman Islands with limited liability)
(Stock Code: 2660)

PROPOSED RE-ELECTION OF DIRECTORS

AND

PROPOSED GRANT OF GENERAL MANDATES

TO REPURCHASE SHARES AND TO ISSUE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting of Zengame Technology Holding Limited to be held at 13/F, Changhong Science and Technology Mansion, Keji South 12 Road, Science and Technology Park, Nanshan District, Shenzhen, China on Thursday, 5 June 2025 at 10:30 a.m. is set out on pages 17 to 21 of this circular.

Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 10:30 a.m. on Tuesday, 3 June 2025 (Hong Kong time)) or adjournment or postponement thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting if they so wish and in such event, the form of proxy shall be deemed to be revoked.

This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.zen-game.com).

28 April 2025

CONTENTS

Page

Definitions 1

Letter from the Board

Introduction 5
Proposed Re-election of Directors 5
Share Repurchase Mandate 5
Issuance Mandate 6
Extension Mandate 7
Final Dividend 7
Annual General Meeting and Proxy Arrangement 8
Recommendation 8
Responsibility Statement 9

Appendix I — Details of the Directors Proposed to be Re-elected at the Annual General Meeting 10

Appendix II — Explanatory Statement on the Share Repurchase Mandate 13

Notice of Annual General Meeting 17

Note: In the event of any discrepancy between the English and Chinese versions of this circular, the English version shall prevail.

DEFINITIONS

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

"2018 RSU Scheme"
a share incentive scheme of the Company approved and adopted by the Board on 9 October 2018. On 19 April 2024, the Board has resolved to terminate the 2018 RSU Scheme

"2019 Share Option Scheme"
a share option scheme of the Company approved and adopted by the then Shareholder on 28 March 2019. On 31 May 2024, the annual general meeting of the Company approved the termination of the 2019 Share Option Scheme

"2021 Share Award Scheme"
a share award scheme of the Company approved and adopted by the Board on 24 June 2021

"2024 Share Scheme"
the share incentive scheme of the Company approved at the annual general meeting of the Company held on 31 May 2024

"Annual General Meeting"
the annual general meeting of the Company to be held at 13/F, Changhong Science and Technology Mansion, Keji South 12 Road, Science and Technology Park, Nanshan District, Shenzhen, China on Thursday, 5 June 2025 at 10:30 a.m. to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 17 to 21 of this circular, or any adjournment thereof

"Articles of Association"
the articles of association of the Company currently in force

"Board"
the board of Directors

"CCASS"
the Central Clearing and Settlement System established and operated by HKSCC

"China" or "PRC"
the People's Republic of China (for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan)

DEFINITIONS

“Companies Act”	the Companies Act, Chapter 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands
“Company”	Zengame Technology Holding Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange
“Director(s)”	the director(s) of the Company
“Extension Mandate”	a general and unconditional mandate proposed to be granted to the Directors to extend the total number of Shares which may be allotted and issued under the Issuance Mandate by adding the total number of Shares repurchased under the Share Repurchase Mandate
“Group”	the Company and its subsidiaries from time to time, and the expression “member of the Group” shall be construed accordingly
“HK$”	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
“Issuance Mandate”	a general and unconditional mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares, or to resell or transfer any Treasury Shares held under the name of the Company, not exceeding 20% of the total number of issued shares (excluding Treasury Shares (if any)) of the Company as at the date of passing of the proposed ordinary resolution at the Annual General Meeting
“Latest Practicable Date”	22 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

DEFINITIONS

“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time
“RMB”	Renminbi, the lawful currency of the PRC
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended and supplemented from time to time
“Share(s)”	ordinary share(s) of HK$0.01 each in the issued capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company
“Shareholder(s)”	holder(s) of Share(s)
“Share Repurchase Mandate”	a general and unconditional mandate proposed to be granted to the Directors to repurchase Shares on the Stock Exchange not exceeding 10% of the total number of issued shares (excluding Treasury Shares (if any)) of the Company as at the date of passing of the proposed ordinary resolution at the Annual General Meeting
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	The Code on Takeovers and Mergers approved by the Securities and Futures Commission of Hong Kong as amended from time to time
“Treasury Shares”	Shares repurchased and held by the Company in treasury, as authorised by the laws of the Cayman Islands and the memorandum of association and the articles of association of the Company, as amended and supplemented from time to time, which, for the purpose of the Listing Rules, include Shares repurchased by the Company and held or deposited in CCASS for sale on the Stock Exchange
“%”	per cent

LETTER FROM THE BOARD

Zengame Technology Holding Limited

禪遊科技控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2660)

Executive Directors:
Mr. Ye Sheng
Mr. Yang Min
Ms. Xiong Mi

Independent Non-executive Directors:
Mr. Jin Shuhui
Mr. Mao Zhonghua
Mr. Yang Yi

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

Head Office:
13/F
Changhong Science and Technology Mansion
Keji South 12 Road
Science and Technology Park
Nanshan District, Shenzhen
PRC

Principal Place of Business in Hong Kong:
Office G, Level 27
Maxgrand Plaza
No. 3 Tai Yau Street
San Po Kong
Kowloon
Hong Kong

28 April 2025

To the Shareholders

Dear Sir/Madam,

PROPOSED RE-ELECTION OF DIRECTORS
AND
PROPOSED GRANT OF GENERAL MANDATES
TO REPURCHASE SHARES AND TO ISSUE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING

LETTER FROM THE BOARD

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting to be held on 5 June 2025, in particular, the proposed ordinary resolutions to approve the re-election of Directors and the granting of Share Repurchase Mandate, Issuance Mandate and Extension Mandate.

2. PROPOSED RE-ELECTION OF DIRECTORS

According to Article 84 of the Articles of Association, at each annual general meeting, one-third of the Directors for the time being (or if their number is not a multiple of three, then 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 at an annual general meeting at least once every three years. Ms. Xiong Mi and Mr. Jin Shuhui shall retire at the Annual General Meeting pursuant to Article 84 of the Articles of Association. Both of the above Directors, being eligible, will offer themselves for re-election at the Annual General Meeting.

The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's board diversity policy and director nomination policy and the Company's corporate strategy, and the independence of all independent non-executive Directors. The Nomination Committee has recommended to the Board on the re-election of all retiring Directors who are due to retire at the Annual General Meeting. Given that Mr. Jin Shuhui has confirmed in writing to the Company of his independence based on the independence criteria set out in Rule 3.13 of the Listing Rules, the Company considers that the retiring independent non-executive Director is independent in accordance with the independence guidelines set out in the Listing Rules and will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity.

Details of the Directors proposed for re-election at the Annual General Meeting are set out in Appendix I to this circular.

3. SHARE REPURCHASE MANDATE

The current general mandate granted to the Directors to repurchase Shares pursuant to the written shareholders' resolutions passed on 31 May 2024 will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to repurchase Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the grant of the Share Repurchase Mandate to the Directors to repurchase Shares on the Stock

LETTER FROM THE BOARD

Exchange not exceeding 10% of the total number of issued Shares (excluding Treasury Shares (if any)) as at the date of passing of the proposed ordinary resolution at the Annual General Meeting. As at the Latest Practicable Date, a total of 1,032,338,937 Shares were in issue. Subject to the passing of the proposed resolution granting the Share Repurchase Mandate to the Directors and on the basis that no further Shares will be issued, repurchased or cancelled by the Company prior to the Annual General Meeting, the Company will be allowed to buy back a maximum of 103,233,893 Shares under the Share Repurchase Mandate.

An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the grant of the Share Repurchase Mandate is set out in Appendix II to this circular.

4. ISSUANCE MANDATE

The current general mandate granted to the Directors to issue Shares pursuant to the written shareholders' resolutions passed on 31 May 2024 will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to issue Shares or to resell or transfer any Treasury Shares held under the name of the Company, if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the grant of the Issuance Mandate to the Directors to allot, issue or deal with additional Shares or to resell or transfer any Treasury Shares held under the name of the Company not exceeding 20% of the total number of issued Shares (excluding Treasury Shares (if any)) of the Company as at the date of passing of the proposed ordinary resolution at the Annual General Meeting. Subject to the passing of the proposed resolution granting the Issuance Mandate to the Directors and on the basis that no further Shares will be issued, repurchased or cancelled by the Company prior to the Annual General Meeting, the Company will be allowed to issue a maximum of 206,467,787 Shares under the Issuance Mandate.

The Board notes that with effect from 11 June 2024, the Listing Rules have been amended to introduce flexibility for listed companies to cancel shares repurchased and/or to adopt a framework to (i) allow repurchased shares to be held in treasury and (ii) govern the resale of the Treasury Shares. Following such changes to the Listing Rules, if the Company repurchases Shares pursuant to the Share Repurchase Mandate, the Company may (i) cancel the repurchased Shares and/or (ii) hold such Shares in treasury, subject to market conditions and the capital management needs of the Company at the relevant time such repurchases of Shares are made. If the Company holds Shares in treasury, any resale of Shares held in treasury will be subject to the ordinary resolution set out in agenda item No. 6 of the Notice of Annual General Meeting and made in accordance with the Listing Rules and applicable laws and regulations of the Cayman Islands.

LETTER FROM THE BOARD

5. EXTENSION MANDATE

An ordinary resolution to extend the Issuance Mandate by adding the number of Shares repurchased by the Company pursuant to the Share Repurchase Mandate will be proposed at the Annual General Meeting.

The Share Repurchase Mandate and the Issuance Mandate would expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; or (b) the expiration of the period within which the Company is required by the Companies Act or the Articles of Association to hold its next annual general meeting; or (c) when revoked or varied by ordinary resolution(s) of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

6. FINAL DIVIDEND

Having taken into account the performance of the Group for the financial year ended 31 December 2024, the Board has resolved to recommend the payment of a final dividend of HK$0.15 per Share for the year ended 31 December 2024 to the Shareholders whose names appear on the register of members of the Company on Monday, 16 June 2025. The total amount is approximately HK$154.9 million. The proposed final dividend, subject to the approval of the Shareholders at the Annual General Meeting, is expected to be paid on or before Wednesday, 9 July 2025.

In order to ascertain the Shareholders' entitlements to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Monday, 2 June 2025 to Thursday, 5 June 2025, both days inclusive, during which period no transfer of Shares will be registered. All Share transfer documents accompanied by the relevant Share certificates must be lodged with the Company's branch share registrar and transfer office 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, 30 May 2025.

In order to ascertain the Shareholders' entitlements to the proposed final dividend (subject to approval by the Shareholders at the Annual General Meeting), the register of members of the Company will be closed from Thursday, 12 June 2025 to Monday, 16 June 2025, both days inclusive, during which period no transfer of shares will be registered. All Share transfer documents accompanied by the relevant Share certificates must be lodged with the Company's branch share registrar and transfer office 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 Wednesday, 11 June 2025.

LETTER FROM THE BOARD

7. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 17 to 21 of this circular.

Pursuant to the Listing Rules and the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under the Listing Rules.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.zen-game.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 10:30 a.m. on Tuesday, 3 June 2025 (Hong Kong time)) or adjournment or postponement thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish and in such event, the form of proxy shall be deemed to be revoked.

8. RECOMMENDATION

The Directors consider that the proposed ordinary resolutions for the re-election of the retiring Directors who offered themselves for re-election, the grant of the Share Repurchase Mandate, the Issuance Mandate, the Extension Mandate, and the payment of final dividend are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions to be proposed at the Annual General Meeting.

LETTER FROM THE BOARD

9. 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.

Yours faithfully,

For and on behalf of the Board

Zengame Technology Holding Limited

Ye Sheng

Chairman

APPENDIX I

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

The following are details of the Directors proposed to be re-elected at the Annual General Meeting.

Ms. Xiong Mi, Executive Director

Ms. Xiong Mi (熊密), aged 45, is the director of personnel administration and is responsible for the personnel administration of the Group. She is also an executive director and the general manager of Leqi Technology.

Before joining the Group, from November 2004 to January 2011, Ms. Xiong worked as a HR specialist in Source Optoelectronics (Shenzhen) Co., Ltd. (involved in the wholesale, import and export of optical fiber communication products and other communication equipment parts), mainly assisting the HR director in managing various human resources work.

Ms. Xiong obtained a bachelor's degree in law from Xiangtan University, the PRC in June 2002.

Save as disclosed above, Ms. Xiong does not have any relationships with any Directors, senior management or substantial or controlling shareholders of the Company. Ms. Xiong has not held any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.

Ms. Xiong has been appointed for an initial term of three years commencing from 27 May 2022, and will continue thereafter until terminated by not less than three months' notice in writing served by either party on the other. She is also subject to retirement and re-election at the annual general meeting in accordance with the Articles of Association.

In accordance with the meaning of Part XV of the SFO, as at the Latest Practicable Date, Ms. Xiong was interested in a total of 3,341,021 Shares, representing 0.32% of the Company's issued share capital. Of these, 3,037,021 Shares are restricted share units (RSUs) granted under the 2018 RSU Scheme, 200,000 Shares are share options granted under the 2019 Share Option Scheme, 293,000 Shares are restricted Shares granted under the 2021 Share Award Scheme, and 147,000 Shares are awarded Shares granted under the 2024 Share Scheme. Pursuant to a service contract entered into between Ms. Xiong and the Company, Ms. Xiong is not entitled to fixed emolument but may receive discretionary bonuses as recommended by the Board and approved by the remuneration committee of the Board. The remuneration package of Ms. Xiong further includes other allowances, benefits in kind and defined contributions.

10 -

APPENDIX I

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Save as disclosed herein, there were no other matters relating to the re-election of Ms. Xiong that need to be brought to the attention of the Shareholders nor was there any information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

Mr. Jin Shuhui, Independent Non-Executive Director

Mr. Jin Shuhui (金書匯), aged 48, is an independent non-executive Director. He is the chairman of the Audit Committee. He is primarily responsible for providing independent opinion and judgment to the Board.

Mr. Jin has over 18 years of experience in accounting, taxation, auditing and corporate finance. From December 2004 to June 2009, Mr. Jin worked in Deloitte Touche Tohmatsu with his last position as a senior auditor. From June 2009 to December 2010, he worked as a senior auditor in Shanghai Fengtou Investment Consultancy Company Limited (上海風投投資諮詢有限公司). From February 2011 to February 2013, Mr. Jin worked in Eunacon Perfect Alliance CPA Partnership ("Eunacon") with his last position as a tax senior manager. From January 2013 to October 2017, he was the financial controller of Jiangsu Lianhai Biological Science Limited* (江蘇聯海生物科技有限公司). Since October 2017, he re-joined Eunacon as a tax senior manager, primarily responsible for audit and tax matters. Since July 2020, he was the financial controller of Shanghai Tongan Investment Company Limited (上海彤安投資有限公司). Since September 2022 and June 2023, he served as a financial controller of Shanghai Kangda Colorful Medical Technology Co. Ltd. (上海康達卡勒幅醫療科技有限公司) ("Kangda Colorful") and Colorful Intelligence (Shanghai) Technology Co., Ltd. (卡勒幅智能(上海)科技有限公司), a wholly-owned subsidiary of Kangda Colorful, respectively.

Mr. Jin completed a course in management engineering (industrial accounting) in Anshan Iron and Steel College (鞍山鋼鐵學院) (which is now known as University of Science and Technology Liaoning (遼寧科技大學)), the PRC in July 1998. He was qualified as a certified public accountant and a certified tax agent in July 2000 and June 2001, respectively.

Save as disclosed above, Mr. Jin has not held any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.

Mr. Jin has been appointed for an initial term of one year commencing from 16 April 2019 which will be renewed for one year automatically until terminated by either (i) by not less than three months' notice in writing served by Mr. Jin to the Company or (ii) with immediate effect following the notice in writing served by the Company to Mr. Jin. He is also subject to retirement and re-election at the annual general meeting in accordance with the Articles of Association.

APPENDIX I

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. Jin does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company. In accordance with the meaning of Part XV of the SFO, as at the Latest Practicable Date, Mr. Jin was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations. Under the letter of appointment entered into between Mr. Jin and the Company, Mr. Jin is entitled to a Director's fee of RMB150,000 per annum, which is subject to revision in future by the decision of the Board based on the recommendation of the remuneration committee of the Company.

Save as disclosed above, there were no other matters relating to the re-election of Mr. Jin that need to be brought to the attention of the Shareholders nor was there any information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

12 -

APPENDIX II

EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the grant of the Share Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,032,338,937 Shares.

Subject to the passing of the ordinary resolution set out in item 5 of the notice of the Annual General Meeting in respect of the grant of the Share Repurchase Mandate and on the basis that no further Shares are issued, repurchased or cancelled before the Annual General Meeting, i.e. being 1,032,338,937 Shares, the Directors would be authorized under the Share Repurchase Mandate to repurchase, during the period in which the Share Repurchase Mandate remains in force, a total of 103,233,893 Shares, representing 10% of the total number of Shares (excluding Treasury Shares (if any)) in issue as at the date of the Annual General Meeting.

REASONS FOR SHARE REPURCHASE

The Directors believe that the grant of the Share Repurchase Mandate is in the best interests of the Company and the Shareholders.

Repurchase of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

FUNDING OF SHARE REPURCHASE

The Company may only apply funds legally available for share repurchase in accordance with its Articles of Association, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.

APPENDIX II

EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

4. IMPACT OF SHARE REPURCHASE

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited consolidated accounts contained in the annual report of the Company for the year ended 31 December 2024) in the event that the Share Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which Shares have traded on the Stock Exchange during each of the previous 12 months up to and including the Latest Practicable Date were as follows:

| Month | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2024 | | |
| April | 3.730 | 3.090 |
| May | 3.840 | 3.380 |
| June | 3.710 | 2.770 |
| July | 2.950 | 2.570 |
| August | 2.910 | 2.490 |
| September | 2.980 | 2.520 |
| October | 3.400 | 2.600 |
| November | 3.000 | 2.710 |
| December | 2.990 | 2.630 |
| 2025 | | |
| January | 2.820 | 2.220 |
| February | 2.520 | 1.980 |
| March | 2.630 | 2.140 |
| April (up to the Latest Practicable Date) | 2.430 | 2.080 |

APPENDIX II

EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

6. INTENTION STATEMENT REGARDING REPURCHASED SHARES

Subject to the applicable requirements under the Listing Rules, the Company may cancel the repurchased Shares following settlement of any such repurchase or hold them as Treasury Shares, subject to, for example, market conditions and its capital management needs at the relevant time of the repurchases. Should the Company decide to hold repurchased Shares in treasury, the Company will, upon completion of the share repurchase, withdraw the repurchased Shares from CCASS and register the Treasury Shares in the Company's name.

To the extent that any Treasury Shares are deposited with CCASS pending resale, the Company will adopt appropriate measures to ensure that it does not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in the Company's own name as Treasury Shares. These measures may include approval by the Board that (i) the Company will not (or will procure its broker not to) give any instructions to HKSCC to vote at general meetings for the Treasury Shares deposited with CCASS and (ii) in the case of dividends or distributions, the Company will 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.

7. GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the grant of the Share Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the grant of the Share Repurchase Mandate is approved by the Shareholders.

The Directors will exercise the power of the Company to repurchase Shares pursuant to the Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands. Neither the explanatory statement nor the proposed share repurchased has any unusual features.

APPENDIX II

EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

8. TAKEOVERS CODE

If on the exercise of the power to repurchase Shares pursuant to the Share Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

To the best knowledge of the Company, as at the Latest Practicable Date, Mr. Ye Sheng was interested in 243,512,000 Shares representing approximately 23.59% of the total issued share capital of the Company. In the event that the Directors exercise the proposed Share Repurchase Mandate in full, the aggregate shareholding of Mr. Ye Sheng would be increased to approximately 26.21% of the issued share capital of the Company. The Directors are not aware of any consequences which may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

The Directors do not propose to exercise the Share Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code or result in the aggregate number of Shares held by the public shareholders falling below the prescribed minimum percentage required by the Stock Exchange.

9. SHARE REPURCHASE MADE BY THE COMPANY

During the six months prior to the Latest Practicable Date, the Company had not repurchased any Shares (whether on the Stock Exchange or otherwise).

NOTICE OF ANNUAL GENERAL MEETING

Zengame Technology Holding Limited

禪遊科技控股有限公司

(incorporated in the Cayman Islands with limited liability)
(Stock Code: 2660)

Notice is hereby given that the Annual General Meeting of Zengame Technology Holding Limited (the “Company”) will be held at 13/F, Changhong Science and Technology Mansion, Keji South 12 Road, Science and Technology Park, Nanshan District, Shenzhen, China on Thursday, 5 June 2025 at 10:30 a.m. to consider and, if though fit, pass (with or without amendments) the following resolutions of the Company:

ORDINARY RESOLUTIONS

To receive and approve the audited consolidated financial statements of the Company and the reports of the directors and auditors for the year ended 31 December 2024.
To declare a final dividend of HK$0.15 per share for the year ended 31 December 2024.
3(a). To re-elect Ms. Xiong Mi as an executive director of the Company;
3(b). To re-elect Mr. Jin Shuhui as an independent non-executive director of the Company; and
3(c). To authorize the board of directors to fix the respective directors’ remuneration.
To re-appoint Ernst & Young as the auditors of the Company and to authorize the board of directors to fix their remuneration.
To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“THAT:

(a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to repurchase (or agree to repurchase) shares of HK$0.01 each in the capital of the Company (the “Shares”, and each, a “Share”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which the Shares may be listed and recognized for this purpose by the Securities and Futures

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NOTICE OF ANNUAL GENERAL MEETING

Commission of Hong Kong and the Stock Exchange, subject to and in accordance with all applicable laws, rules and regulations, be and is hereby generally and unconditionally approved;

(b) the total number of Shares to be repurchased or agreed to be repurchased pursuant to the mandate in paragraph (a) above during the Relevant Period shall not exceed 10% of the total number of issued Shares (excluding Treasury Shares (if any)) of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of Shares of the Company after the date of passing of this resolution) and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

"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 laws to be held; and

(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting."

To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT:

(a) subject to paragraph (b) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers to allot, issue and deal with the unissued shares of HK$0.01 each in the capital of the Company (the "Shares" and each, a "Share") and to make or grant offers, agreements and options which might require the exercise of such powers during or after the end of the Relevant Period (as defined below) in accordance with all applicable laws, rules and regulations be and is hereby generally and unconditionally approved;

NOTICE OF ANNUAL GENERAL MEETING

(b) the aggregate number of Shares allotted or issued or agreed conditionally or unconditionally to be allotted or issued by the directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:

(i) a Rights Issue (as defined below);

(ii) the exercise of options under a share option scheme of the Company;

(iii) any scrip dividend scheme or similar arrangement providing for the allotment of Shares in lieu of the whole or part of 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 exceed the aggregate of (a) 20% of the total number of issued Shares (excluding Treasury Shares (if any)) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of Shares of the Company after the date of passing of this resolution); and (b) (if the directors of the Company are so authorised by a separate ordinary resolution of the shareholders of the Company) the total number of Shares repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the total number of issued Shares (excluding Treasury Shares (if any)) as at the date of the passing of this resolution), and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

"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 laws to be held; and

(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.

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NOTICE OF ANNUAL GENERAL MEETING

"Rights Issue" means an offer of shares 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 exclusions 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 any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).

Any reference to an allotment, issue, grant, offer or disposal of shares of the Company shall include the sale or transfer of the Treasury Shares in the capital of the Company (including to satisfy any obligation upon the conversion or exercise of any convertible securities, options, warrants or similar rights to subscribe for Shares of the Company) to the extent permitted by, and subject to the provisions of, the Listing Rules and applicable laws and regulations.

To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT conditional upon the passing of the resolutions set out in items 5 and 6 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 6 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of the total number of shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 5 of the Notice, provided that such number of shares shall not exceed 10% of the total number of issued shares of the Company (excluding Treasury Shares (if any)) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution)."

By Order of the Board
Zengame Technology Holding Limited
Ye Sheng
Chairman

Hong Kong, 28 April 2025

NOTICE OF ANNUAL GENERAL MEETING

Notes:

All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint one proxy or (if the shareholder holds two or more shares) more than one proxy to attend and on a poll, vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.
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 certified copy of that power of attorney or authority, must be deposited at 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 not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 10:30 a.m. on Tuesday, 3 June 2025 (Hong Kong time)) or adjournment or postponement thereof. Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
For determining the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from Monday, 2 June 2025 to Thursday, 5 June 2025, both days inclusive, during which period no transfer of shares will be registered. All transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office 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, 30 May 2025.
For determining the entitlement to the proposed final dividend (subject to approval by the shareholders at the Annual General Meeting), the register of members of the Company will be closed from Thursday, 12 June 2025 to Monday, 16 June 2025, both days inclusive, during which period no transfer of shares will be registered. All transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office 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 Wednesday, 11 June 2025.
References to time and dates in this notice are to Hong Kong time and dates.

As at the date of this notice, the executive Directors are Mr. Ye Sheng, Mr. Yang Min and Ms. Xiong Mi, and the independent non-executive Directors are Mr. Jin Shuhui, Mr. Mao Zhonghua and Mr. Yang Yi.

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AI assistant

Zengame Technology Holding Limited Proxy Solicitation & Information Statement 2025

50741_rns_2025-04-28_efb87f63-0532-4643-b222-cce6f2a76f52.pdf

Zengame Technology Holding Limited

禪遊科技控股有限公司

PROPOSED RE-ELECTION OF DIRECTORS

PROPOSED GRANT OF GENERAL MANDATES

TO REPURCHASE SHARES AND TO ISSUE SHARES

NOTICE OF ANNUAL GENERAL MEETING

Zengame Technology Holding Limited

禪遊科技控股有限公司

1. INTRODUCTION

2. PROPOSED RE-ELECTION OF DIRECTORS

3. SHARE REPURCHASE MANDATE

4. ISSUANCE MANDATE

5. EXTENSION MANDATE

6. FINAL DIVIDEND

7. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

8. RECOMMENDATION

9. RESPONSIBILITY STATEMENT

Ms. Xiong Mi, Executive Director

Mr. Jin Shuhui, Independent Non-Executive Director

4. IMPACT OF SHARE REPURCHASE

5. MARKET PRICES OF SHARES

6. INTENTION STATEMENT REGARDING REPURCHASED SHARES

7. GENERAL

8. TAKEOVERS CODE

9. SHARE REPURCHASE MADE BY THE COMPANY

Zengame Technology Holding Limited

禪遊科技控股有限公司

ORDINARY RESOLUTIONS

“THAT:

AI assistant

Zengame Technology Holding Limited — Proxy Solicitation & Information Statement 2025

50741_rns_2025-04-28_efb87f63-0532-4643-b222-cce6f2a76f52.pdf

Zengame Technology Holding Limited

禪遊科技控股有限公司

PROPOSED RE-ELECTION OF DIRECTORS

PROPOSED GRANT OF GENERAL MANDATES

TO REPURCHASE SHARES AND TO ISSUE SHARES

NOTICE OF ANNUAL GENERAL MEETING

Zengame Technology Holding Limited

禪遊科技控股有限公司

1. INTRODUCTION

2. PROPOSED RE-ELECTION OF DIRECTORS

3. SHARE REPURCHASE MANDATE

4. ISSUANCE MANDATE

5. EXTENSION MANDATE

6. FINAL DIVIDEND

7. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

8. RECOMMENDATION

9. RESPONSIBILITY STATEMENT

Ms. Xiong Mi, Executive Director

Mr. Jin Shuhui, Independent Non-Executive Director

4. IMPACT OF SHARE REPURCHASE

5. MARKET PRICES OF SHARES

6. INTENTION STATEMENT REGARDING REPURCHASED SHARES

7. GENERAL

8. TAKEOVERS CODE

9. SHARE REPURCHASE MADE BY THE COMPANY

Zengame Technology Holding Limited

禪遊科技控股有限公司

ORDINARY RESOLUTIONS

“THAT:

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Zengame Technology Holding Limited Proxy Solicitation & Information Statement 2025