FriendTimes : PROPOSED ADOPTION OF CHINESE NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in FriendTimes Inc., you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee, or to the bank, licensed securities dealer 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.

FriendTimes Inc.

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 6820)

PROPOSED ADOPTION OF CHINESE NAME

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM of FriendTimes Inc. to be held at Conference Room, 4th Floor, Building 18, Scientific Park of Suhua, No. 208 Tongyuan Road, Suzhou Industrial Park, Jiangsu Province, the PRC on Thursday, 26 March 2020 at 10:00 a.m. is set out on pages 6 to 7 of this circular. Whether or not you are able to attend the EGM of the Company, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM of the Company (i.e. before Tuesday, 24 March 2020 at 10:00 a.m.) or any adjournment thereof, as the case may be. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM of the Company or any adjournment thereof, as the case may be, should you so wish, and in such case, the form of proxy shall be deemed to be revoked.

10 March 2020

	CONTENTS
		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
2.	PROPOSED ADOPTION OF CHINESE NAME . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
3.	EGM AND PROXY ARRANGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	CLOSURE OF REGISTER OF MEMBERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . .	6

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DEFINITIONS

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

''Board''

''Chairman'' ''Company''

''Director(s)'' ''EGM''

''Group''

''Hong Kong'' ''HK$'' ''Listing Rules''

''PRC'' or ''China''

''Proposed Adoption of Chinese Name''

''Share(s)''

''Shareholder(s)'' ''Stock Exchange'' ''subsidiary(ies)''

the board of Directors;

the Chairman of the Company;

FriendTimes Inc., a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the main board of the Stock Exchange (Stock code: 6820);

director(s) of the Company;

an extraordinary general meeting of the Company to be held at Conference Room, 4th Floor, Building 18, Scientific Park of Suhua, No. 208 Tongyuan Road, Suzhou Industrial Park, Jiangsu Province, the PRC on Thursday, 26 March 2020 at 10:00 a.m. or any adjournment thereof, the notice of which is set out on pages 6 to 7 of this circular;

the Company and its subsidiaries;

the Hong Kong Special Administrative Region of the PRC;

Hong Kong dollars, the lawful currency of Hong Kong;

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

the People's Republic of China;

the proposed adoption of the dual foreign name in Chinese of the Company, details of which are set out in this circular;

share(s) of US$0.00001 each in the share capital of the Company;

holder(s) of the Shares of the Company;

The Stock Exchange of Hong Kong Limited;

the company(ies) which are for the time being and from time to time the subsidiary(ies) (within the meaning of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and the Listing Rules) of the Company, whether incorporated in Hong Kong, the British Virgin Islands, the People's Republic of China or elsewhere.

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LETTER FROM THE BOARD

FriendTimes Inc.

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 6820)

Executive Directors	Registered Office
Mr. Jiang Xiaohuang	Campbells Corporate Services Limited
(Chairman of the Board and	Floor 4, Willow House,
chief executive officer)	Cricket Square,
Mr. Xu Lin	Grand Cayman KY1-9010
Mr. Sun Bo	Cayman Islands
Mr. Wu Jie
	Headquarters and Principal Place
Independent Non-executive Directors	of Business in the PRC
Mr. Zhu Wei	Building 18, Scientific Park of Suhua
Mr. Zhang Jinsong	No. 208 Tongyang Road
Ms. Tang Haiyan	Suzhou Industrial Park
	Jiangsu Province, the PRC
	Principal Place of Business
	in Hong Kong
	Level 54, Hopewell Centre
	183 Queen's Road East
	Hong Kong
To the Shareholders
Dear Sir or Madam,

PROPOSED ADOPTION OF CHINESE NAME

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated 6 March 2020 in relation to the Proposed Adoption of Chinese Name. The purpose of this circular is to provide you with the information regarding the resolution to be proposed at the EGM for the Proposed Adoption of Chinese Name, together with the notice of the EGM.

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LETTER FROM THE BOARD

2. PROPOSED ADOPTION OF CHINESE NAME

As disclosed in the announcement of the Company dated 6 March 2020, the Board proposed to adopt the Chinese name of ''友誼時光股份有限公司'' as the dual foreign name of the Company.

Conditions of the Proposed Adoption of Chinese Name

The adoption of the Chinese name is conditional upon the satisfaction of the following conditions:

1. the passing of a special resolution by the Shareholders at the EGM to approve the adoption of the Chinese name; and
2. the approval of the Registrar of Companies in the Cayman Islands for the adoption of the Chinese name.

Subject to the satisfaction of the above conditions, the adoption of the Chinese name will take effect from the date on which the Registrar of Companies of the Cayman Islands enters the dual foreign name in Chinese of the Company on the companies register maintained by it and issues a certificate of incorporation on adoption of the dual foreign name.

The Company will comply with the necessary filing procedures in Hong Kong and the Cayman Islands.

Reason for the Proposed Adoption of Chinese Name

The Company is an investment holding company principally engaged in the development, publishing and operation of mobile games through its subsidiaries.

The Board considers that the Proposed Adoption of Chinese Name will better reflect the Group's future business planning and development. The Board believes that the Proposed Adoption of Chinese Name will provide the Company with a more appropriate corporate image and identity, which will be beneficial to its future business development and in the best interests of the Company and the Shareholders as a whole.

Effects of the Proposed Adoption of Chinese Name

The Proposed Adoption of Chinese Name will not affect any rights of the Shareholders or the Company's ordinary business operation as well as its financial position.

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LETTER FROM THE BOARD

After the Proposed Adoption of Chinese Name has come into force, all existing Share certificates issued and bearing the Company's existing name will continue to serve as sufficient evidence of legal title to such Shares of the Company and the existing Share certificates will continue to be valid for trading, settlement, registration and delivery.

When the Proposed Adoption of Chinese Name is in effect, the Company's new Share certificates to be issued will be printed with its existing English name and its new Chinese name as the dual foreign name. There will not be any arrangement for free exchange of the existing Share certificates of the Company for new Share certificates bearing its English name and its new Chinese name.

With the Proposed Adoption of Chinese Name taking effect, the Shares will be traded on the Stock Exchange under the existing English name and the new Chinese name. The Board intends to and will apply for adopting the Chinese stock short name of the Company. Further announcement(s) will be made by the Company in relation to, among other things, the EGM poll results, the effective date of the Proposed Adoption of Chinese Name and the new Chinese stock short name of the Company.

3. EGM AND PROXY ARRANGEMENT

The notice convening the EGM of the Company to be held at Conference Room, 4th Floor, Building 18, Scientific Park of Suhua, No. 208 Tongyuan Road, Suzhou Industrial Park, Jiangsu Province, the PRC on Thursday, 26 March 2020 at 10:00 a.m. is set out on pages 6 to 7 of this circular.

The special resolution will be proposed at the EGM to approve the Proposed Adoption of Chinese Name. A form of proxy for use at the EGM is accompanied with this circular.

Whether or not you are able to attend the EGM in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM (i.e. before Tuesday, 24 March 2020 at 10:00 a.m.) or any adjournment thereof, as the case may be. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish, and in such case, the form of proxy shall be deemed to be revoked.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll. Therefore, the resolution put to the vote at the EGM will be taken by way of poll. The Chairman of the EGM will explain the detailed procedures for conducting a poll at the commencement of the EGM. After the conclusion of the EGM, the results of the poll will be published on the websites of the Stock Exchange (www.hkexnews.hk) and on the website of the Company (www.friendtimes.net) in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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 resolution regarding the Proposed Adoption of Chinese Name.

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LETTER FROM THE BOARD

4. CLOSURE OF REGISTER OF MEMBERS

For determination of the entitlement to attend and vote at the EGM which will be held on Thursday, 26 March 2020 at 10:00 a.m., the register of members of the Company will be closed from Monday, 23 March 2020 to Thursday, 26 March 2020 (both days inclusive), during which period no transfer of the Shares will be registered. In order to qualify for the entitlement to attend and vote at the EGM, all completed transfer documents accompanied by the relevant Share certificates must be lodged with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Friday, 20 March 2020.

5. 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 in this circular misleading.

6. RECOMMENDATION

The Board is of the opinion that the Proposed Adoption of Chinese Name is in the interests of the Company and the Shareholders as a whole. Therefore, the Board recommends the Shareholders to vote in favour of the resolution to be proposed at the EGM.

Yours faithfully,

For and on behalf of the Board

FriendTimes Inc.

Jiang Xiaohuang

Chairman and Executive Director

Hong Kong, 10 March 2020

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NOTICE OF EXTRAORDINARY GENERAL MEETING

FriendTimes Inc.

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 6820)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ''EGM'') of FriendTimes Inc. (the ''Company'') will be held at Conference Room, 4th Floor, Building 18, Scientific Park of Suhua, No. 208 Tongyuan Road, Suzhou Industrial Park, Jiangsu Province, the PRC on Thursday, 26 March 2020 at 10:00 a.m. to consider and, if thought fit, pass with or without modification the following resolution:

SPECIAL RESOLUTION

1. ''THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands, the Chinese name of ''友誼時光股份有限公司'' be and is hereby adopted and approved as the dual foreign name of the Company with effect from the date of the certificate of incorporation on adoption of the dual foreign name issued by the Registrar of Companies of the Cayman Islands (the ''Adoption of Chinese Name''), and that any director of the Company (the ''Director'') be and is hereby authorised to do all such acts, matters and things and execute all such documents (any two Directors be and are hereby authorised to execute all such documents under seal where applicable) or make all such arrangements and go through the formalities for any registration and/or filing for and on behalf of the Company as he/she may, in his/her absolute discretion, consider necessary or expedient to give effect to the Adoption of Chinese Name, and the registered office provider of the Company be and is hereby authorised to attend to the necessary registration and/or filing with the Registrar of Companies in the Cayman Islands for and on behalf of the Company to give effect to the Adoption of Chinese Name.''

By Order of the Board

FriendTimes Inc.

Jiang Xiaohuang

Chairman and Executive Director

Hong Kong, 10 March 2020

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Registered Office	Principal Place of Business
Campbells Corporate Services Limited	in Hong Kong
Floor 4, Willow House,	Level 54, Hopewell Centre
Cricket Square	183 Queen's Road East
Grand Cayman KY1-9010	Hong Kong
Cayman Islands
Headquarters and Principal Place
of Business in the PRC
Building 18, Scientific Park of Suhua
No. 208 Tongyang Road
Suzhou Industrial Park
Jiangsu Province, the PRC

Notes:

1. A member of the Company entitled to attend and vote at the EGM may appoint in written form one or, if he/she is the holder of two or more shares of the Company (the ''Shares''), more proxies to attend and vote on behalf of him. A proxy needs not to be a member of the Company but must be present in person at the EGM to represent that member. If more than one proxy is appointed, please specify the number and class of Shares represented by each proxy.
2. A form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the EGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the EGM or any adjournment thereof should he so wish, and in such case, the instrument appointing a proxy shall be deemed to be revoked.
3. To be valid, the instrument appointing a proxy and (if requested by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney or authority, must be lodged with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the EGM (i.e. before Tuesday, 24 March 2020 at 10:00 a.m.) or any adjournment thereof, as the case may be.
4. In the case of joint holders of Shares, any one of such joint holders may vote, 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 be present at the EGM in person or by proxy, the holder whose name stands first on the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof.
5. If the ''Red'' weather disaster warning signal is issued at or after 7:00 a.m. on the date of the EGM, the EGM will be postponed. The Company will post an announcement on the website of Company (www.friendtimes.net) and on the website of the Hong Kong Stock Exchange (www.hkexnews.hk) to notify shareholders of the date, time and place of the rescheduled meeting.
6. In compliance with Rule 13.39(4) of the Listing Rules, the proposed resolution as set out in this notice will be taken by way of poll.
7. In the event of any discrepancy between the Chinese translation and the English text hereof, the English text shall prevail.
8. The EGM is expected to last for no more than a half day. Shareholders who attend the EGM shall bear their own travelling and accommodation expenses.

As at the date of this announcement, Mr. Jiang Xiaohuang, Mr. Xu Lin, Mr. Wu Jie and Mr. Sun Bo are the executive Directors of the Company; Mr. Zhu Wei, Ms. Tang Haiyan and Mr. Zhang Jinsong are the independent non-executive Directors of the Company.

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