CMGE Technology : SUPPLEMENTAL CIRCULAR IN RELATION TO THE RE-ELECTION OF NON-EXECUTIVE DIRECTOR AT THE ANNUAL GENERAL MEETING UPDATE ON THE PROPOSED DECLARATION OF A FINAL DIVIDEND UPDATE ON THE PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND PURCHASE SHARES AND SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this supplemental circular, you should consult your stock broker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in CMGE Technology Group Limited, you should at once hand this supplemental circular and the accompanying second proxy form to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

CMGE Technology Group Limited

中 手 遊 科 技 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 0302)

SUPPLEMENTAL CIRCULAR IN RELATION TO

THE RE-ELECTION OF NON-EXECUTIVE DIRECTOR

AT THE ANNUAL GENERAL MEETING

UPDATE ON THE PROPOSED

DECLARATION OF A FINAL DIVIDEND

UPDATE ON THE PROPOSED GRANT OF

GENERAL MANDATES TO ISSUE AND PURCHASE SHARES

AND

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

This supplemental circular should be read together with the first circular of the Company dated 23 April 2021 and the notice convening an annual general meeting of the Company to be held at 10:00 a.m. on Tuesday, 25 May 2021 at 10th Floor, Building No. 4, Zhuoyue Meilin Centre Square, Zhongkang North Road, Futian District, Shenzhen, Guangdong Province, the PRC. A supplemental notice of the AGM is set out on page 7 of this supplemental circular. A second proxy form (the "Second Proxy Form") is also enclosed with this supplemental circular and is also published on the website of the Stock Exchange (www.hkexnews.hk) and the Company (www.cmge.com).

Whether or not you are able to attend the AGM, you are requested to complete the Second Proxy Form in accordance with the instructions printed thereon and return the same to the Company's Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM (i.e. before 10:00 a.m. on Sunday, 23 May 2021) or any adjourned meeting thereof. Completion and return of the Second Proxy Form will not preclude you from subsequently attending and voting in person at the AGM or any adjourned meeting, should you so wish.

10 May 2021

CONTENTS
	Page
LETTER FROM THE BOARD
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
RE-ELECTION OF NON-EXECUTIVE DIRECTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
UPDATE ON THE PROPOSED DECLARATION OF A FINAL DIVIDEND. . . . . . . . . . .	3
UPDATE ON THE PROPOSED SHARE BUY-BACK MANDATE . . . . . . . . . . . . . . . . . .	4
UPDATE ON THE PROPOSED SHARE ISSUE MANDATE . . . . . . . . . . . . . . . . . . . . . .	4
SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING AND SECOND
PROXY FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
VOTING BY WAY OF POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
RECOMMENDATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . .	7

− i −

LETTER FROM THE BOARD

CMGE Technology Group Limited

中 手 遊 科 技 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 0302)

Executive Directors:	Registered Office:
Mr. XIAO Jian (Chairman)	P.O. Box 309
Mr. SIN Hendrick	Ugland House
Mr. FAN Yingjie	Grand Cayman KY1-1104
	Cayman Islands
Non-executive Director:
Mr. ZHANG Shengyan	Principal Place of Business in
	Hong Kong:
Independent Non-executive Directors:	13th Floor, 8 Wyndham Street
Ms. NG Yi Kum	Central
Mr. TANG Liang	Hong Kong
Mr. HO Orlando Yaukai
	10 May 2021
To the Shareholders
Dear Sir or Madam,

SUPPLEMENTAL CIRCULAR IN RELATION TO

THE RE-ELECTION OF NON-EXECUTIVE DIRECTOR

AT THE ANNUAL GENERAL MEETING

UPDATE ON THE PROPOSED

DECLARATION OF A FINAL DIVIDEND

UPDATE ON THE PROPOSED GRANT OF

GENERAL MANDATES TO ISSUE AND PURCHASE SHARES

AND

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

This supplemental circular should be read together with the first circular of the Company dated 23 April 2021 (the "First Circular") which contains, inter alia, the notice of the AGM (the "Original Notice"). Unless otherwise defined, capitalised terms used in this supplemental circular shall have the same meanings as those defined in the First Circular.

− 1 −

LETTER FROM THE BOARD

The purpose of this supplemental circular is to provide you with further information relating to

1. the resolution to approve the re-election of an additional Director who was appointed after the issue of the First Circular and will retire at the AGM subject to re-election pursuant to the Articles;
2. an update on the resolution in the First Circular with respect to the approval of the declaration of a final dividend; and (iii) an update on the resolution in the First Circular with respect to the Share Buy-back Mandate and the Share Issue Mandate. This supplemental circular also enclosed a supplemental notice of the AGM and the Second Proxy Form.

RE-ELECTION OF NON-EXECUTIVE DIRECTOR

Reference is made to (i) the announcement of the Company dated 29 April 2021 in relation to the subscription of new Shares (the "Subscription") under general mandate by Bilibili Inc. ("Bilibili") and other subscribers (the "Subscription Announcement"); and (ii) the announcement of the Company dated 10 May 2021 in relation to completion of the Subscription and the appointment of Mr. ZHANG Shengyan ("Mr. Zhang") as a non-executive Director (the "Completion Announcement").

According to article 16.2 of the Articles, any Director appointed as an addition to the Board shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election at that meeting. Mr. Zhang was appointed after the issue of the First Circular, and his appointment will end on the date of the AGM, subject to re-election. Accordingly, Mr. Zhang shall retire from office as a non-executive Director at the AGM and he, being eligible, offers himself for re-election.

The biographical details of Mr. Zhang are set out below:

Mr. Zhang, aged 31, is the Vice President of Bilibili, in charge of the Copyright Cooperation Centre and Investments and Acquisitions Department. He is also the Vice-Chairman of the Beijing Documentary Development Association.

Mr. Zhang has been responsible for Bilibili's investments and acquisitions businesses, purchases of Chinese and foreign copyrighted contents, and IP commercialization operations. Being engaged in the development of the Chinese originality brand name of "Made by Bilibili", Mr. Zhang has also participated in the investment, production and distribution of a number of premium contents. He has played a leading role in the setting of Bilibili's original ecology in the areas of Chinese original animated cartoons and documentaries, and has successfully produced and run a number of highly popular and reputable projects including "The Story of Chuaner" and "Incarnation".

Mr. Zhang holds a bachelor's degree in Economics from Shanghai University of Finance and Economics in 2011 and a master's degree of Science in Economic, Finance and Management from University of Bristol in 2012. He is an intermediate economist, holding a practicing license in securities issued by the Securities Association of China and a professional qualification of Chartered Financial Analyst (CFA) from CFA Institute.

Mr. Zhang entered into an appointment letter with the Company on 10 May 2021 for an initial term of three years with effect from 10 May 2021 or until the third annual general meeting of the Company since 10 May 2021 (whichever is earlier), subject always to re-election as and when

− 2 −

LETTER FROM THE BOARD

required under the Articles. Pursuant to the appointment letter, he is entitled to a monthly director's fee of HK$15,000 which is reviewed by the Board and the remuneration committee of the Company and determined by the Board with reference to market rates, his performance, qualifications and experience.

Save as disclosed above, to the best knowledge of the Board, Mr. Zhang (i) has no other relationship with any Director, senior management or substantial or controlling shareholder of the Company; (ii) does not currently hold any other position with the Company or any of its subsidiaries;

1. has not held any directorship in other Hong Kong or overseas listed public companies in the last three years; (iv) does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); and (v) there is no other matter relating to the appointment of Mr. Zhang that should be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor any other matter that needs to be brought to the attention of the Shareholders.

UPDATE ON THE PROPOSED DECLARATION OF A FINAL DIVIDEND

Reference is made to (i) the annual results announcement of the Company dated 24 March 2021 (the "2020 Annual Results Announcement"); (ii) the annual report of the Company published on 20 April 2021 (the "2020 Annual Report"); (iii) the First Circular; (iv) the Original Notice; (v) the Subscription Announcement; and (vi) the Completion Announcement.

As stated in the 2020 Annual Results Announcement and the 2020 Annual Report, the Board recommended the payment of a final dividend of HK$0.0928 (equivalent to RMB0.0825 based on the average exchange rate of 2020) per Share for the year ended 31 December 2020 out of the Company's share premium account, which is subject to the approval of Shareholders at the AGM. The final dividend, if approved by the Shareholders at the AGM, will be paid on or before Wednesday, 30 June 2021 to Shareholders whose name appear on the register of members of the Company as at the close of business on Friday, 11 June 2021.

As stated in the Completion Announcement, the Company issued and alloted a total of 257,900,000 new Shares to Bilibili, Wide Fortune Enterprises Limited and Century Network (Hongkong) Limited (collectively, the "Subscribers") on 10 May 2021, resulting in an enlarged issued share capital of 2,768,050,000 Shares. As a result of the increased number of issued Shares, the aggregated amount of dividends proposed to be distributed by the Company for the year ended 31 December 2020 is expected to be approximately HK$256.9 million, based on 2,768,050,000 Shares, being the total number of issued Shares as at the date of this circular. For the avoidance of doubt, the amount of final dividend of HK$0.0928 (equivalent to RMB0.0825 based on the average exchange rate of 2020) per Share as disclosed in the First Circular will remain unchanged.

For the purpose of determining entitlement to a final dividend, the register of members of the Company will be closed from Monday, 7 June 2021 to Friday, 11 June 2021, both days inclusive, during which period no transfer of Shares will be registered. In order to be entitled to the payment of a final dividend, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Friday, 4 June 2021.

− 3 −