Zengame Technology : PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND ISSUE SHARES AND PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

April 14, 2021 at 05:03 am

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 RETIRING DIRECTORS

AND

PROPOSED GRANT OF GENERAL MANDATES TO

REPURCHASE SHARES AND TO ISSUE SHARES

AND

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

NOTICE OF ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting of Zengame Technology Holding Limited to be held at Room 1304, Changhong Science and Technology Mansion, Keji South 12 Road, Science and Technology Park, Nanshan District, Shenzhen, China on Friday, 14 May 2021 at 10:00 a.m. is set out on pages 39 to 43 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 Level 54, Hopewell Centre, 183 Queen's Road East, 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 10:00 a.m. on Wednesday, 12 May 2021 (Hong Kong time)) or any adjourned Annual General Meeting (as the case may be). 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.

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 (http://www.zen-game.com/).

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Practical measures will be taken to try to avoid the spread of COVID-19 at the Annual General Meeting, including:

compulsory temperature checks and health declarations for all attendees, including Directors and Shareholders
prohibition from attendance at the Annual General Meeting if the attendee has a fever. Persons exhibiting flu-like symptoms may also be refused admittance to the venue of the Annual General Meeting
compulsory wearing of surgical face masks throughout the Annual General Meeting
maintaining proper distance between seats
no refreshments will be served at the Annual General Meeting

Any person who does not comply with the precautionary measures may be denied entry into the venue of the Annual General Meeting. The Company reminds Shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting as an alternative to attend the Annual General Meeting in person.

* for identification purposes only

15 April 2021

			CONTENTS
				Page
Definitions . . .	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	Share Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Issuance Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	Extension Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Proposed Amendments to the Articles of Association . . . . . . . . . . . . . . . . . . . .	7
8.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . .	8
9.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	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. . . . . . .	14
Appendix III	-	Proposed Amendments to the Articles of Association . . . . . . . . . . .	17
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	39

- i -

DEFINITIONS

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

"Annual General Meeting"	the annual general meeting of the Company to be held at
	Room 1304, Changhong Science and Technology Mansion,
	Keji South 12 Road, Science and Technology Park,
	Nanshan District, Shenzhen, China on Friday, 14 May 2021
	at 10:00 a.m., to consider and, if appropriate, to approve
	the resolutions contained in the notice of the meeting which
	is set out on pages 39 to 43 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
"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)
"Companies Law"	the Companies Law, Chapter 22 (Law 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
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong

- 1 -

	DEFINITIONS
"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 not exceeding 20% of the total number of
	issued shares of the Company as at the date of passing of
	the proposed ordinary resolution at the Annual General
	Meeting
"Latest Practicable Date"	7 April 2021, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange as amended from time to time
"Proposed Amendments"	the proposed amendments to the Articles of Association as
	set out in Appendix III to this circular
"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
"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 of the Company as at the date of passing of the
	proposed ordinary resolution at the Annual General
	Meeting

- 2 -

	DEFINITIONS
"Shareholder(s)"	holder(s) of Share(s)
"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
"%"	per cent

- 3 -

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:	Registered Office:
Mr. Ye Sheng	Cricket Square
Mr. Yang Min	Hutchins Drive
	P.O. Box 2681
Non-executive Director:	Grand Cayman, KY1-1111
Ms. Fu Hao	Cayman Islands
Independent Non-executive Directors:	Head Office:
Mr. Jin Shuhui	Rooms 1304-06
Mr. Mao Zhonghua	Changhong Science and Technology Mansion
Mr. Yang Yi	Keji South 12 Road
	Science and Technology Park
	Nanshan District, Shenzhen
	PRC
	Principal Place of Business in Hong Kong:
	Level 54, Hopewell Centre
	183 Queen's Road East
	Hong Kong
	15 April 2021
To the Shareholders
Dear Sir/Madam,

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

AND

PROPOSED GRANT OF GENERAL MANDATES TO

REPURCHASE SHARES AND TO ISSUE SHARES

AND

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

NOTICE OF ANNUAL GENERAL MEETING

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 14 May 2021, in particular, the proposed (i) ordinary resolutions to approve the re-election of the retiring Directors and the granting of Share Repurchase Mandate, Issuance Mandate and Extension Mandate; and (ii) special resolution to approve the Proposed Amendments to the Articles of Association.

- 4 -

LETTER FROM THE BOARD

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. Mr. Ye Sheng and Mr. Yang Min shall retire at the Annual General Meeting pursuant to Article 84 of the Articles of Association. All of the above Directors, being eligible, will offer themselves for re-election at the Annual General Meeting.

The nomination committee of the Board 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.

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 18 May 2020 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 Exchange not exceeding 10% of the total number of issued Shares 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 1,017,444,000 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 101,744,400 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.

- 5 -

LETTER FROM THE BOARD

4. ISSUANCE MANDATE

The current general mandate granted to the Directors to issue Shares pursuant to the written shareholders' resolutions passed on 18 May 2020 will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to issue Shares 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 not exceeding 20% of the total number of issued Shares 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 203,488,800 Shares under the Issuance Mandate.

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 Law 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 2020, the Board has resolved to recommend the payment of a final dividend of HK$0.06 per Share for the year ended 31 December 2020 to the Shareholders whose names appear on the register of members of the Company on Wednesday, 26 May 2021. The total amount is approximately HK$61.0 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 Thursday, 17 June 2021.

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 Tuesday, 11 May 2021 to Friday, 14 May 2021, 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

- 6 -

LETTER FROM THE BOARD

lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Monday, 10 May 2021.

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 Monday, 24 May 2021 to Wednesday, 26 May 2021, 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 Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Friday, 21 May 2021.

7. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

To keep up with technological developments and to provide flexibility to the Company in relation to the conduct of general meetings, the Board proposes to amend the Articles of Association to (i) allow general meetings to be held as an electronic meeting (also referred to as a virtual general meeting) or as a hybrid meeting where the Shareholders may participate by electronic means in addition to by attending the meeting physically; and (ii) introduce a more flexible approval threshold in respect of written resolutions of the Board.

In addition, the Board proposes to amend the Articles of Association to explicitly set out, among other things, related powers of the Board and the chairman of the meeting in relation to the conduct of general meetings, including making arrangements for attendance at the general meetings, ensuring the security and orderly conduct of the general meetings, adjourning general meetings, changing the venue or electronic facilities of meetings, and dealing with unruly behaviour and other disruptions at general meetings.

The Board also proposes certain minor house-keeping amendments to the Articles of Association for the purpose of clarifying existing practices and making consequential amendments in line with the Proposed Amendments.

Details of the Proposed Amendments are set out in Appendix III to this circular.

The legal advisors to the Company have confirmed that the Proposed Amendments conform with the requirements of the Listing Rules and the laws of the Cayman Islands respectively.

- 7 -

LETTER FROM THE BOARD

In view of the Stock Exchange's encouragement of use of technology for general meetings to maximize shareholder participation and considering the geographical spread of the Shareholders, the Board considers that the Proposed Amendments are in the best interests of the Company and the Shareholders as a whole. The Board confirms that there is nothing unusual about the Proposed Amendments for a company listed in Hong Kong.

The Proposed Amendments are prepared in the English language. The Chinese translation of the Articles of Association is for reference only. In case there are any inconsistencies between the English version and the Chinese version, the English version shall prevail.

8. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 39 to 43 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 (http://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 Level 54, Hopewell Centre, 183 Queen's Road East, 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 10:00 a.m. on Wednesday, 12 May 2021 (Hong Kong time)) or the adjourned Annual General Meeting (as the case may be). 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.

- 8 -

LETTER FROM THE BOARD

9. RECOMMENDATION

The Directors consider that the proposed ordinary resolutions for the re-election of the retiring Directors, the grant of the Share Repurchase Mandate, the Issuance Mandate, the Extension Mandate, and the payment of final dividend, and the proposed special resolution for the approval of the Proposed Amendments 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.

Yours faithfully,

For and on behalf of the Board

Zengame Technology Holding Limited

Ye Sheng

Chairman

- 9 -

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

The following are details of the retiring Directors who, being eligible, are proposed to be re-elected at the Annual General Meeting.

Mr. Ye Sheng, Executive Director

Mr. Ye Sheng (叶升), aged 42 is an executive Director, the chairman of the Board and the chief executive officer, responsible for overall management, strategic planning and business development of the Group. He is also (i) the chairman of Shenzhen Zen-Game Technology Co. Ltd.* (深圳市禪遊科技股份有限公司); (ii) a director of International Mobile Entertainment Co., Limited, Zen Interactive Limited, Zengame Interactive Limited and Shenzhen Tiantianlaiwan Technology Co., Ltd.* (深圳市天天來玩科技有限公司); and (iii) an executive director and general manager of Zhuhai Zhangyou Technology Co., Ltd.* (珠海市掌遊科技有限公司).

Mr. Ye has more than 15 years of experience in the technology industry. Prior to joining the Group, he was the product director of the QQ Game Products Division in Tencent Technology (Shenzhen) Company Limited, an operating company which is controlled by Tencent Holdings Limited, a company listed on the Main Board of the Stock Exchange (stock code: 700), from September 2004 to September 2010, primarily responsible for the overall strategic planning and product planning.

Mr. Ye obtained a bachelor's degree in science (theoretical and applied mechanics) from Sun Yat-sen University (中山大學), the PRC in June 2001.

Mr. Ye was a director of Shenzhen Jiadatong Investment Consultancy Company Limited* (深圳市嘉達通投資顧問有限公司) which was established in the PRC on May 22, 2001 and deregistered on November 28, 2018 as it did not commence operations and thus did not undergo the regulatory annual inspection. Mr. Ye was also a legal representative of Dongguan Changke Network Planning Company Limited* (東莞市常科網絡策劃有限公司) whose business license was revoked on July 27, 2009, as it did not undergo the regulatory annual inspection due to cessation of business. Mr. Ye confirmed that there was no outstanding liability against Shenzhen Jiadatong Investment Consultancy Company Limited* (深圳市嘉達通投資顧問有限公司) or Dongguan Changke Network Planning Company Limited* (東莞市常科網絡策劃有限公司) or Mr. Ye at the time of such deregistration/revocation.

Mr. Ye does not have any relationships with any Directors, senior management or substantial or controlling shareholders of the Company. Mr. Ye does not hold any directorship in other listed companies in the last three years.

- 10 -

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

As at the Latest Practicable Date, Sky-zen Capital Limited beneficially owned 231,712,000 Shares, representing 22.77% of the issued share capital of the Company. Sky-zen Capital Limited is owned as to (i) 80% by YS Limited, a company wholly owned by TCT (BVI) Limited, which is in turn wholly owned by The Core Trust Company Limited, the trustee of a discretionary trust established by Mr. Ye as the settlor and beneficiary; and (ii) 20% by Mr. Ye. Accordingly, Mr. Ye is deemed to be interested in all the Shares held by Sky-zen Capital Limited. As at the Latest Practicable Date, Shenzhen Tianchan Technology Co., Ltd.* (深圳市天禪科技有限公司) ("Tianchan") beneficially owned 13,326,923 shares or 24.68% of the shareholding of Shenzhen Zen-Game Technology Co. Ltd.* (深圳市禪遊科技股份有限公司) ("Zen-gameShenzhen"), an indirect wholly-owned subsidiary of the Company. As Ms. Xie Yingying, the spouse of Mr. Ye, holds 99% equity interest of Tianchan, Mr. Ye is thus deemed to be interested in the shares directly held by Tianchan and indirectly held by Ms. Xie Yingying through Tianchan in Zen-Game Shenzhen. Save as disclosed herein, as at the Latest Practicable Date, Mr. Ye did not have any other interests in the Shares or underlying Shares of the Company or its associated corporations within the meaning of Part XV of the SFO.

Mr. Ye has been appointed for an initial term of three years commencing from 16 April 2019 which will be renewed for three years automatically until terminated by either (i) by not less than three months' notice in writing served by Mr. Ye to the Company or (ii) with immediate effect following the notice in writing served by the Company to Mr. Ye. He is also subject to retirement and re-election at the Annual General Meeting in accordance with the Articles of Association. Pursuant to the service contract entered into between Mr. Ye and the Company, Mr. Ye is not entitled to any fixed emolument but may receive discretionary bonuses based on the Company's operating results, individual performance, experience, responsibility, workload and time devoted to the Company and comparable market statistics. The remuneration package of Mr. Ye further includes other allowances, benefits in kind and defined contributions and is subject to revision in future by the decision of the Board based on the recommendation of the remuneration committee of the Company.

Mr. Yang Min, Executive Director

Mr. Yang Min (楊民), aged 44, is an executive Director, the vice chairman of the Board and the chief technology officer, responsible for overall management, strategic planning, research and development of core technology of the Group. He is also (i) the vice chairman of Shenzhen Zen-Game Technology Co. Ltd.* (深圳市禪遊科技股份有限公司); (ii) the supervisor of Zhuhai Zhangyou Technology Co., Ltd.* (珠海市掌遊科技有限公司) and Shenzhen Tiantianlaiwan Technology Co., Ltd.* (深圳市天天來玩科技有限公司); and (iii) a director of ZEN-GAME (HONGKONG) LIMITED.

- 11 -

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

Mr. Yang has more than 21 years of experience in the technology field. Prior to joining the Group, Mr. Yang worked as a product development supervisor in Zhongwang Commercial Mechanics Company Limited (中望商業機器有限公司), which is engaged in the provision of consultancy and technical services of computer software and hardware, from July 1998 to April 2003, primarily responsible for research and management related matters. From May 2003 to August 2005, he worked as a staff engineer in UTStarcom (China) Co., Ltd Shenzhen branch. From August 2005 to August 2010, Mr. Yang was the R&D director of the QQ Game Products Division in Tencent Technology (Shenzhen) Company Limited, an operating company which is controlled by Tencent Holdings Limited, a company listed on the Main Board of the Stock Exchange (stock code: 700), primarily responsible for the research and development management of the QQ Game Products Division.

Mr. Yang obtained a bachelor's degree in automation from Southwest Jiaotong University (西南交通大學), the PRC in July 1998.

Mr. Yang does not have any relationships with any Directors, senior management or substantial or controlling shareholders of the Company. Mr. Yang does not hold any directorship in other listed companies in the last three years.

As at the Latest Practicable Date, J&L Y Limited beneficially owned 197,604,100 Shares, representing 19.42% of the issued share capital of the Company. J&L Y Limited is owned as to (i) 80% by Y&J Family Limited, a company wholly owned by TCT (BVI) Limited, which is in turn wholly owned by The Core Trust Company Limited, the trustee of a discretionary trust established by Mr. Yang as the settlor and beneficiary; and (ii) 20% by Mr. Yang. Accordingly, Mr. Yang is deemed to be interested in all the Shares held by J&L Y Limited. As at the Latest Practicable Date, Shenzhen Dingyi Technology Co., Ltd.* (深圳市鼎翌科技有限公司) ("Dingyi") beneficially owned 11,695,054 shares or 21.65% of the shareholding of Zen-game Shenzhen, an indirect wholly-owned subsidiary of the Company. As Ms. Jiang Qian, the spouse of Mr. Yang, holds 99% equity interest of Dingyi, Mr. Yang is thus deemed to be interested in the shares directly held by Dingyi and indirectly held by Ms. Jiang Qian through Dingyi in Zen-Game Shenzhen. Save as disclosed herein, as at the Latest Practicable Date, Mr. Yang did not have any other interests in the Shares or underlying Shares of the Company or its associated corporations within the meaning of Part XV of the SFO.

Mr. Yang has been appointed for an initial term of three years commencing from 16 April

2019 which will be renewed for three years automatically until terminated by either (i) by not less than three months' notice in writing served by Mr. Yang to the Company or (ii) with immediate effect following the notice in writing served by the Company to Mr. Yang. He is also subject to retirement and re-election at the Annual General Meeting in accordance with the Articles of Association.

- 12 -

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

Pursuant to the service contract entered into between Mr. Yang and the Company, Mr. Yang is not entitled to any fixed emolument but may receive discretionary bonuses based on the Company's operating results, individual performance, experience, responsibility, workload and time devoted to the Company and comparable market statistics. The remuneration package of Mr. Yang further includes other allowances, benefits in kind and defined contributions and is subject to revision in future by the decision of the Board based on the recommendation of the remuneration committee of the Company.

OTHER INFORMATION

Save as disclosed above, there is no information which is disclosable nor the above Directors was involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning the above Directors that need to be brought to the attention of the Shareholders.

For identification purpose only

- 13 -

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.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,017,444,000 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 1,017,444,000 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 101,744,400 Shares, representing 10% of the total number of Shares in issue as at the date of the Annual General Meeting.

2. 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.

3. 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.

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 2020) in the event that the

- 14 -

APPENDIX II	EXPLANATORY STATEMENT ON THE
	SHARE REPURCHASE MANDATE

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	Lowest
	HK$	HK$
2020
April	0.88	0.75
May	0.87	0.75
June	1.27	0.76
July	1.43	1.06
August	1.48	1.11
September	1.20	1.00
October	1.19	1.02
November	1.24	1.11
December	1.19	1.06
2021
January	1.32	1.02
February	1.89	1.10
March	1.41	1.12
April (up to the Latest Practicable Date)	1.44	1.34

6. 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.

- 15 -

APPENDIX II	EXPLANATORY STATEMENT ON THE
	SHARE REPURCHASE MANDATE

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 have undertaken to the Stock Exchange to 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.

7. 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, TCT (BVI) Limited was interested in 651,973, 968 Shares representing approximately 64.08% 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 TCT (BVI) Limited would be increased to approximately 71.20% 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.

8. 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).

- 16 -

APPENDIX III	PROPOSED AMENDMENTS TO THE
	ARTICLES OF ASSOCIATION

Details of the Proposed Amendments are set out as follows:

1. ARTICLE 1

By deleting the existing Article 1 in its entirety and replacing therewith the following new Article 1:

"The regulations in Table A in the Schedule to the Companies Act (2020 Revision) do not apply to the Company."

2. ARTICLE 2(1)

By inserting the following definitions in Article 2(1) alphabetically:

"Act"	the Companies Act, Cap. 22 (Act 3 of 1961, as
	consolidated and revised) of the Cayman Islands.
"electronic communication"	a communication sent by electronic transmission in
	any form through any medium, in each case, as may be
	selected by the Company.
"electronic facilities"	includes without limitation, website addresses,
	webinars, webcast, video or any form of conference
	call systems (telephone, video, web or otherwise).
"electronic meeting"	a general meeting of the Company held and conducted
	solely by virtual attendance and participation by
	electronic means by Members and/or proxies.
"hybrid meeting"	a general meeting held and conducted by (i) physical
	attendance by Members and/or proxies at the Principal
	Meeting Place and where applicable, one or more
	Meeting Locations and (ii) virtual attendance and
	participation by electronic means by Members and/or
	proxies.
"Listing Rules"	the rules of the Designated Stock Exchange.
"Meeting Location(s)"	shall have the meaning given to it in Article 64A.

- 17 -

APPENDIX III	PROPOSED AMENDMENTS TO THE
	ARTICLES OF ASSOCIATION

"notice of availability"	shall have the meaning given to it in Article 158(1).
"physical meeting"	a general meeting held and conducted by physical
	attendance by Members and/or proxies at the Principal
	Meeting Place and where applicable, one or more
	Meeting Locations.
"Principal Meeting Place"	shall have the meaning given to it in Article 59(2).

By deleting the following definitions in Article 2(1) in its entirety and replacing it with the following new definitions alphabetically:

"close associate"	in relation to any Director, shall have the same
	meaning as defined in the Listing Rules as modified
	from time to time, except that for purposes of Article
	100 where the transaction or arrangement to be
	approved by the Board is a connected transaction
	referred to in the Listing Rules, it shall have the same
	meaning as that ascribed to "associate" in the Listing
	Rules.
"Statutes"	the Act and every other law of the Legislature of the
	Cayman Islands for the time being in force applying to
	or affecting the Company, its memorandum of
	association and/or these Articles.
"substantial shareholder"	a person who is entitled to exercise, or to control the
	exercise of, 10% or more (or such other percentage as
	may be prescribed by the Listing Rules from time to
	time) of the voting power at any general meeting of
	the Company.

(iii) By deleting the following definition in Article 2(1) in its entirety:

"Law"	The Companies Law, Cap. 22 (Law 3 of 1961, as
	consolidated and revised) of the Cayman Islands.

- 18 -

APPENDIX III	PROPOSED AMENDMENTS TO THE
	ARTICLES OF ASSOCIATION

3. ARTICLE 2(2)(E)

By deleting the existing Article 2(2)(e) in its entirety and replacing therewith the following new Article 2(2)(e):

"(e) expressions referring to writing shall, unless the contrary intention appears, be construed as including printing, lithography, photography and other modes of representing or reproducing words or figures in a legible and non-transitory form, or to the extent permitted by and in accordance with the Statutes and other applicable laws, rules and regulations, any visible substitute for writing (including an electronic communication), or modes of representing or reproducing words partly in one visible form and partly in another visible form, and including where the representation takes the form of electronic display, provided that both the mode of service of the relevant document or notice and the Member's election comply with all applicable Statutes, rules and regulations;"

4. ARTICLE 2(2)(H)

By deleting the existing Article 2(2)(h) in its entirety and replacing therewith the following new Article 2(2)(h):

"(h) references to a document (including, but without limitation, a resolution in writing) being signed or executed include references to it being signed or executed under hand or under seal or by electronic signature or by electronic communication or by any other method and references to a Notice or document include a Notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not;"

5. ARTICLE 2(2)(I)

By deleting the existing Article 2(2)(i) in its entirety and replacing therewith the following new Article 2(2)(i):

"(i) Section 8 and Section 19 of the Electronic Transactions Act (2003) of the Cayman Islands, as amended from time to time, shall not apply to these Articles to the extent they impose obligations or requirements in addition to those set out in these Articles;"

- 19 -

APPENDIX III	PROPOSED AMENDMENTS TO THE
	ARTICLES OF ASSOCIATION

6. ARTICLE 2(2)(J) TO ARTICLE 2(2)(M)

By inserting the following new Article 2(2)(j) to Article 2(2)(m) immediately after the existing Article 2(2)(i):

"(j) references to persons attending meetings by electronic means means attendance at hybrid meetings or electronic meetings via the electronic facilities stated in the notice of such general meeting;

a reference to a meeting shall mean a meeting convened and held in any manner permitted by these Articles, and persons attending and participating by means of electronic facilities shall be deemed to be present at that meeting for all purposes of the Statutes, the Listing Rules or these Articles, and attend, participate, attending, participating, attendance and participation shall be construed accordingly;
references to a person's participation in the business of a general meeting include without limitation and as relevant the right (including, in the case of a corporation, through a duly appointed representative) to speak or communicate, vote (by hand and/or on a poll, as the case may be), be represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Statutes, the Listing Rules or these Articles to be made available at the meeting, and participate and participating in the business of a general meeting shall be construed accordingly; and
nothing in these Articles precludes the holding and conducting of a general meeting in such a way that persons who are not present together at the same place or places may by electronic means attend and participate in it."

7. ARTICLE 56

By deleting the words "at such time and place as may be determined by the Board" from Article 56.

- 20 -

APPENDIX III	PROPOSED AMENDMENTS TO THE
	ARTICLES OF ASSOCIATION

8. ARTICLE 57

By deleting the existing Article 57 in its entirety and replacing therewith the following new Article 57:

"57. Each general meeting, other than an annual general meeting, shall be called an extraordinary general meeting. All general meetings (including an annual general meeting, any adjourned meeting or postponed meeting) may be held (a) as a physical meeting in any part of the world, and at one or more locations as provided in Article 64A, or (b) as a hybrid meeting, or (c) as an electronic meeting, as may be determined by the Board."

9. ARTICLE 58

By deleting the existing Article 58 in its entirety and replacing therewith the following new Article 58:

"58. The Board may whenever it thinks fit call extraordinary general meetings. Any one or more Members holding at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company carrying the right of voting at general meetings of the Company shall at all times have the right, by written requisition to the Board or the Secretary of the Company, to require an extraordinary general meeting to be called by the Board for the transaction of any business specified in such requisition; and such meeting shall be held within two (2) months after the deposit of such requisition. If within twenty-one (21) days of such deposit the Board fails to proceed to convene such meeting the requisitionist(s) himself (themselves) may convene a physical meeting at only one location which will be the Principal Meeting Place, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company."

- 21 -

APPENDIX III	PROPOSED AMENDMENTS TO THE
	ARTICLES OF ASSOCIATION

10. ARTICLE 59(2) TO ARTICLE 59(4)

By deleting the existing Article 59(2) in its entirety and replacing it with the following new Article 59(2), and by inserting the following new Article 59(3) and new Article 59(4) immediately afterwards:

"(2) The Notice shall specify:

1. the time and date of the meeting;
2. in the case of a physical meeting or a hybrid meeting, the place of the meeting or where there is more than one meeting location as determined by the Board pursuant to Article 64A, the principal place of the meeting (the "Principal Meeting Place") and the other Meeting Location(s) determined by the Board pursuant to Article 64A;
3. if the meeting is to be a hybrid meeting or an electronic meeting, the Notice shall include a statement to that effect and with details of the electronic facility or facilities for the meeting (which electronic facility(ies) may vary from time to time and from meeting to meeting as the Board, in its sole discretion, may see fit) or where such details will be made available by the Company prior to the meeting; and
4. particulars of resolutions to be considered at the meeting and, in case of special business, the general nature of the business.
The Notice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall be given to all Members other than to such Members as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such Notices from the Company, to all persons entitled to a share in consequence of the death or bankruptcy or winding-up of a Member and to each of the Directors and the Auditors.
The Directors shall have the power to provide in every Notice calling a general meeting the circumstances in which a postponement of the relevant general meeting may occur automatically without further notice including, without limitation, where a number 8 or higher typhoon signal, black rainstorm warning or other similar event is in force on the day of the general meeting."

- 22 -

APPENDIX III	PROPOSED AMENDMENTS TO THE
	ARTICLES OF ASSOCIATION

11. ARTICLE 61(2)

By inserting the words "(including attendance by electronic means)" immediately after the words "Two (2) Members entitled to vote and present" in Article 61(2).

12. ARTICLE 62

By deleting the existing Article 62 in its entirety and replacing therewith the following new Article 62:

"62. If within thirty (30) minutes (or such longer time not exceeding one hour as the chairman of the meeting may determine to wait) after the time appointed for the meeting a quorum is not present, the meeting, if convened on the requisition of Members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and (where applicable) same place(s) or to such time and (where applicable) such place(s) and in such form and manner referred to in Article 57 as the Board may determine. If at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the meeting shall be dissolved."

13. ARTICLE 63

By inserting the words "(including attendance by electronic means)" immediately after the words "If at any meeting no chairman, is present" in Article 63.

14. ARTICLE 64

By deleting the existing Article 64 in its entirety and replacing therewith the following new Article 64:

"64. Subject to Article 64C, the chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time (or indefinitely) and/or from place to place, and change the form of the meeting (being physical meeting, hybrid meeting or electronic meeting) as the meeting shall determine, but no business shall be transacted at any adjourned meeting other than the business which might lawfully have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days' Notice of the adjourned meeting shall be given specifying the details set out in Article 59(2) but it shall not be necessary to specify in

- 23 -

APPENDIX III	PROPOSED AMENDMENTS TO THE
	ARTICLES OF ASSOCIATION

such Notice the nature of the business to be transacted at the adjourned meeting and the general nature of the business to be transacted. Save as aforesaid, it shall be unnecessary to give Notice of an adjournment."

15. ARTICLE 64A TO ARTICLE 64K

By inserting the following new articles as Article 64A to Article 64K immediately after Article 64:

"64A. The Board may, at its absolute discretion, arrange for persons entitled to attend a general meeting to do so by simultaneous attendance and participation by means of electronic facility or facilities at such location or locations ("Meeting Location(s)") determined by the Board at its absolute discretion. Any Member or (in the case of a Member being a corporation) its duly authorised representative or any proxy attending and participating in such way or any Member or (in the case of a Member being a corporation) its duly authorised representative or any proxy participating in a hybrid meeting by electronic means is deemed to be present at and shall be counted in the quorum of the Principal Meeting Place. The following provisions shall apply to such arrangement and to a hybrid meeting:

the meeting shall be treated as having commenced if it has commenced at the Principal Meeting Place;
Members present in person or (in the case of a Member being a corporation) by its duly authorised representative or by proxy at the Meeting Location(s) and/or Members or (in the case of a Member being a corporation) its duly authorised representative or any proxy participating in a hybrid meeting by electronic means shall be counted in the quorum for and entitled to vote at the meeting in question, and such meeting shall be duly constituted and its proceedings valid provided that the chairman of the meeting is satisfied that adequate facilities are available throughout the meeting to ensure that Members attending at all Meeting Locations and Members participating in a hybrid meeting by electronic means are able to participate in the business for which such meeting has been convened;
where Members or (in the case of a Member being a corporation) its duly authorised representative or any proxy attend a meeting by being present at one of the Meeting Locations and/or where Members or (in the case of a Member being a corporation) its duly authorised representative or any proxy participate in a hybrid meeting by electronic means, a failure (for any reason) of communication

- 24 -

APPENDIX III	PROPOSED AMENDMENTS TO THE
	ARTICLES OF ASSOCIATION

equipment, or any other failure in the arrangements for enabling those in a Meeting Location other than the Principal Meeting Place to participate in the business for which the meeting has been convened or, in the case of a hybrid meeting, the inability of one or more Members or proxies to access, or continue to access, the electronic facilities despite adequate electronic facilities having been made available by the Company, shall not affect the validity of the meeting, or any business conducted there or any action taken pursuant to such business provided that there is a quorum present throughout the meeting; and

if any of the Meeting Locations is outside Hong Kong and in the case of a hybrid meeting, the provisions of these Articles concerning the service and giving of Notice for the meeting, and the time for lodging proxies, shall apply by reference to the Principal Meeting Place.

64B. The Board and, at any general meeting, the chairman of the meeting may from time to time make arrangements for managing attendance at the Principal Meeting Place, any Meeting Location(s) and/or participation in a hybrid meeting by electronic means (whether involving the issue of tickets or some other means of identification, passcode, seat reservation, electronic voting or otherwise) as it shall in its absolute discretion consider appropriate, and may from time to time change any such arrangements, provided that a Member who, pursuant to such arrangements, is not entitled to attend, in person or (in the case of a Member being a corporation) by its duly authorised representative, or by proxy, at any Meeting Location shall be entitled so to attend at one of the other Meeting Locations; and the entitlement of any Member so to attend the meeting or adjourned meeting or postponed meeting at such Meeting Location or Meeting Locations shall be subject to any such arrangement as may be for the time being in force and by the Notice of meeting or adjourned meeting stated to apply to the meeting.

64C. If it appears to the chairman of the general meeting that:

the electronic facilities at the Principal Meeting Place or at such other Meeting Location(s) at which the meeting may be attended have become inadequate for the purposes referred to in Article 64A(a) or are otherwise not sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the Notice of the meeting; or

- 25 -

APPENDIX III	PROPOSED AMENDMENTS TO THE
	ARTICLES OF ASSOCIATION

in the case of a hybrid meeting, electronic facilities being made available by the Company have become inadequate; or
it is not possible to ascertain the view of those present or to give all persons entitled to do so a reasonable opportunity to communicate and/or vote at the meeting; or
there is violence or the threat of violence, unruly behaviour or other disruption occurring at the meeting or it is not possible to secure the proper and orderly conduct of the meeting;

then, without prejudice to any other power which the chairman of the meeting may have under these Articles or at common law, the chairman may, at his/her absolute discretion, without the consent of the meeting, and before or after the meeting has started and irrespective of whether a quorum is present, interrupt or adjourn the meeting (including adjournment) for indefinite period. All business conducted at the meeting up to the time of such adjournment shall be valid.

64D. The Board and, at any general meeting, the chairman of the meeting may make any arrangement and impose any requirement or restriction the Board or the chairman of the meeting, as the case may be, considers appropriate to ensure the security and orderly conduct of a meeting to the maximum extent permitted under applicable laws, rules and regulations, including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place and determining the number and frequency of and the time allowed for questions that may be raised at a meeting. Members shall also comply with all requirements or restrictions imposed by the owner of the premises at which the meeting is held. Any decision made under this Article shall be final and a person who refuses to comply with any such arrangements, requirements or restrictions may be refused entry to the meeting or ejected (physically or electronically) from the meeting.

64E. If, after the sending of Notice of a general meeting but before the meeting is held, or after the adjournment of a meeting but before the adjourned meeting is held (whether or not Notice of the adjourned meeting is required), the Directors, in their absolute discretion, consider that it is inappropriate, impracticable, unreasonable or undesirable for any reason to hold the general meeting on the date or at the time and place(s) and/or by means of the electronic facility or facilities specified in the Notice calling the meeting, they may change or postpone the meeting to another date, time and/or place(s)

- 26 -

APPENDIX III	PROPOSED AMENDMENTS TO THE
	ARTICLES OF ASSOCIATION

and/or change the electronic facility or facilities and/or change the form of the meeting (to being a physical meeting, hybrid meeting or electronic meeting, as the case may be) without approval from the Members. This Article shall be subject to the following:

when a meeting is so postponed, the Company shall endeavour to post a notice of such postponement on the Company's website as soon as practicable (provided that failure to post such a notice shall not affect the automatic postponement of such meeting);
when a meeting is postponed in accordance with this Article, the Board shall fix the date, time and place(s), including any electronic facility (if applicable), for the postponed meeting and seven clear days' Notice at the least of the postponed meeting shall be given by one of the means specified in Article 158 and shall specify the date, time and place(s) and electronic facility (if applicable) of the postponed meeting, and the date and time by which proxies shall be submitted in order to be valid at such postponed meeting (provided that any proxy submitted for the original meeting shall continue to be valid for the postponed meeting unless revoked or replaced by a new proxy); and
notice of the business to be transacted at the postponed meeting shall not be required, nor shall any accompanying documents be required to be recirculated, provided that the business to be transacted at the postponed meeting is the same as that set out in the original Notice of general meeting circulated to the Members.

64F. All persons seeking to attend and participate in a hybrid meeting or an electronic meeting shall be responsible for maintaining adequate facilities to enable them to do so. Subject to Articles 64C and 64I, any inability of a person or persons to attend or participate in a general meeting by way of electronic facility or facilities shall not invalidate the proceedings of that meeting.

64G. Without prejudice to other provisions in Articles 64A to 64F, a physical meeting may also be held by means of such telephone, electronic or other communication facilities as permitting all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

64H. Without prejudice to Articles 64A to 64G, and subject to the Act and the Listing Rules, the Board may resolve to enable persons entitled to attend an electronic meeting to do so by simultaneous attendance by electronic means with no Member necessarily in

- 27 -

APPENDIX III	PROPOSED AMENDMENTS TO THE
	ARTICLES OF ASSOCIATION

physical attendance at the electronic meeting. Each Member or (in the case of a Member being a corporation) its duly authorized representative or its proxy shall be counted in the quorum for, and entitled to vote at, the electronic meeting in question, and that general meeting shall be duly constituted and its proceedings valid if the chairman of the electronic meeting is satisfied that adequate facilities are available throughout the electronic meeting to ensure that Members attending the electronic meeting who are not present together at the same place may, by electronic means, attend and speak or communicate and vote at it.

64I. If it appears to the chairman of the electronic meeting that:

the electronic facilities or security at the electronic meeting have become inadequate; or
it is not possible to ascertain the view of those present or to give all persons entitled to do so a reasonable opportunity to communicate and/or vote at the meeting; or
there is no quorum; or
there is violence or the threat of violence, unruly behaviour or other disruption occurring at the meeting or it is not possible to secure the proper and orderly conduct of the meeting;

then the chairman may, without the consent of the meeting, interrupt or adjourn the meeting. All business conducted at the meeting up to the time of such adjournment shall be valid.

64J. If, after the sending of Notice of an electronic meeting but before the electronic meeting is held, or after the adjournment of an electronic meeting but before the adjourned electronic meeting is held (whether or not Notice of the adjourned electronic meeting is required), the Directors, in their absolute discretion, consider that it is inappropriate, impracticable, unreasonable or unsafe for any reason to hold the electronic meeting on the date or at the time and/or by means of the electronic facility or facilities specified in the Notice calling the meeting, they may change or postpone the meeting to another date, time and/or electronic facility or facilities and/or change the form of the meeting (to being a physical meeting or hybrid meeting), and the provisions of Article 64E shall apply mutatis mutandis to any such electronic meeting.

- 28 -

APPENDIX III	PROPOSED AMENDMENTS TO THE
	ARTICLES OF ASSOCIATION

64K. The Board and, at any electronic meeting, the chairman of the meeting may make any arrangement and impose any requirement as restriction as is necessary to ensure the identification of those taking part and the security of the electronic facility(ies) and all electronic communications associated therewith, and the provisions of Articles 64D and 64F (as appropriate) shall apply mutatis mutandis to any such electronic meeting."

16. ARTICLE 66(1) AND ARTICLE 66(2)

By deleting the existing Article 66(1) and Article 66(2) in their entirety and replacing them with the following new Article 66(1) and Article 66(2):

"66(1). Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Articles, at any general meeting on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. A resolution put to the vote of a meeting shall be decided by way of a poll save that in the case of a physical meeting the chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands in which case every Member present in person (or being a corporation, is present by a duly authorized representative), or by proxy(ies) shall have one vote provided that where more than one proxy is appointed by a Member which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. For purposes of this Article, procedural and administrative matters are those that (i) are not on the agenda of the general meeting or in any supplementary circular that may be issued by the Company to its Members; and (ii) relate to the chairman's duties to maintain the orderly conduct of the meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all Members a reasonable opportunity to express their views. Votes may be cast by such means, electronic or otherwise, as the Directors or the chairman of the meeting may determine.

66(2). In the case of a physical meeting where a show of hands is allowed, before or on the declaration of the result of the show of hands, a poll may be demanded:

by at least three Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

- 29 -

APPENDIX III	PROPOSED AMENDMENTS TO THE
	ARTICLES OF ASSOCIATION

by a Member or Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all Members having the right to vote at the meeting; or
by a Member or Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

A demand by a person as proxy for a Member or in the case of a Member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by the Member."

17. ARTICLE 68 AND ARTICLE 69

By deleting the existing Article 68 and Article 69 in their entirety and replacing them with the following new Article 68 and Article 69:

"68. Notwithstanding the other Articles, all resolutions put to the Members at electronic meetings shall be voted on by a poll. Poll votes may be cast by such electronic means as the Board may, in its sole discretion, deem appropriate for the purposes of the electronic meetings or hybrid meetings (in relation to Members and/or proxies attending and participating virtually by electronic means).

69. On a poll votes may be given either personally or by proxy. A person entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way."

18. ARTICLE 71

By inserting the sentence "(including attendance by electronic means and whether or not in

the same physical location)" immediately after the words "but if more than one of such joint holders be present" in Article 71.

- 30 -

APPENDIX III	PROPOSED AMENDMENTS TO THE
	ARTICLES OF ASSOCIATION

19. ARTICLE 72(1)

By inserting the words "or postponed meeting" immediately after the words "not less than forty-eight (48) hours before the time appointed for holding the meeting, or adjourned meeting" in Article 72(1).

20. ARTICLE 72(2)

By inserting the words "or postponed meeting" immediately after the words "provided that forty-eight (48) hours at least before the time of the holding of the meeting or adjourned meeting" in Article 72(2).

21. ARTICLE 74

By deleting the existing Article 74 in its entirety and replacing therewith the following new Article 74:

"74. If:

any objection shall be raised to the qualification of any voter; or
any votes have been counted which ought not to have been counted or which might have been rejected; or
any votes are not counted which ought to have been counted;

the objection or error shall not vitiate the decision of the meeting or adjourned meeting or postponed meeting on any resolution unless the same is raised or pointed out at the meeting or, as the case may be, the adjourned meeting or postponed meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman on such matters shall be final and conclusive."

- 31 -

APPENDIX III	PROPOSED AMENDMENTS TO THE
	ARTICLES OF ASSOCIATION

22. ARTICLE 77

By deleting the existing Article 77 in its entirety and replacing therewith the following new Article 77:

"77. (1) The Company may, at its absolute discretion, provide an electronic address for the receipt of any document or information relating to proxies for a general meeting (including any instrument of proxy or invitation to appoint a proxy, any document necessary to show the validity of, or otherwise relating to, an appointment of proxy and notice of termination of the authority of a proxy). If such an electronic address is provided, the Company shall be deemed to have agreed that any such document or information (relating to proxies as aforesaid) may be sent by electronic means to that address, subject as hereafter provided and subject to any other limitations or conditions specified by the Company when providing the address. Without limitation, the Company may from time to time determine that any such electronic address may be used generally for such matters or specifically for particular meetings or purposes and, if so, the Company may provide different electronic addresses for different purposes. The Company may also impose any conditions on the transmission of and its receipt of such electronic communications including, for the avoidance of doubt, imposing any security or encryption arrangements as may be specified by the Company. If any document or information required to be sent to the Company under this Article is sent to the Company by electronic means, such document or information is not treated as validly delivered to or deposited with the Company if the same is not received by the Company at its designated electronic address in accordance with this Article or if no electronic address is so designated by the Company for the receipt of such document or information.

The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to such place or one of such places (if any) as may be specified for that purpose in or by way of note to or in any document accompanying the Notice convening the meeting (or, if no place is so specified at the Registration Office or the Office, as may be appropriate), or if the Company has provided an electronic address in accordance with the preceding paragraph, shall be received at the electronic address specified, not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting or postponed meeting at which the person named in the instrument proposes to vote. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its

- 32 -

APPENDIX III	PROPOSED AMENDMENTS TO THE
	ARTICLES OF ASSOCIATION

execution, except at an adjourned meeting or postponed meeting in cases where the meeting was originally held within twelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a Member from attending and voting at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked."

23. ARTICLE 78

By deleting the existing Article 78 in its entirety and replacing therewith the following new Article 78:

"78. Instruments of proxy shall be in any common form or in such other form as the Board may approve (provided that this shall not preclude the use of the two-way form) and the Board may, if it thinks fit, send out with the notice of any meeting forms of instrument of proxy for use at the meeting. The instrument of proxy shall be deemed to confer authority to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall, unless the contrary is stated therein, be valid as well for any adjournment or postponement of the meeting as for the meeting to which it relates. The Board or at any meeting, the chairman of the meeting, may decide, either generally or in any particular case, to treat a proxy appointment as valid notwithstanding that the appointment or any of the information required under this Article has not been received in accordance with the requirements of this Article. Subject to aforesaid, if the proxy appointment and any of the information required under this Article is not received in the manner set out in this Article, the appointee shall not be entitled to vote in respect of the shares in question."

24. ARTICLE 79

By inserting the words "or postponed meeting" immediately after the words "two (2) hours at least before the commencement of the meeting or adjourned meeting" in Article 79.

25. ARTICLE 111

By inserting the word ", postpone" immediately after the words "The Board may meet for the despatch of business, adjourn" in Article 111.

- 33 -

APPENDIX III	PROPOSED AMENDMENTS TO THE
	ARTICLES OF ASSOCIATION

26. ARTICLE 112

By deleting the existing Article 112 in its entirety and replacing therewith the following new Article 112:

"112. A meeting of the Board may be convened by the Secretary on request of a Director or by any Director. The Secretary shall convene a meeting of the Board whenever he shall be required so to do by any Director. Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is given to such Director in writing or verbally (including in person or by telephone) or by electronic means to an electronic address from time to time notified to the Company by such Director or (if the recipient consents to being made available on a website) by making it available on a website or by telephone or in such other manner as the Board may from time to time determine."

27. ARTICLE 119

By deleting the existing Article 119 in its entirety and replacing therewith the following new Article 119:

"119. To the maximum extent permitted under the applicable laws, rules and regulations (including without limitation the Listing Rules) and subject thereto, including without limitation those prescribing a higher threshold of approval, a resolution in writing signed by a majority of the Directors except such as are temporarily unable to act through ill-health or disability, and their alternate Directors, if appropriate, whose appointors are temporarily unable to act as aforesaid shall (provided that such number is sufficient to constitute a quorum and further provided that a copy of such resolution has been given or the contents thereof communicated to all the Directors for the time being entitled to receive notices of Board meetings in the same manner as notices of meetings are required to be given by these Articles) be as valid and effectual as if a resolution had been passed at a meeting of the Board duly convened and held. A notification of consent to such resolution given by a Director in writing to the Board by any means (including by means of electronic communication) shall be deemed to be his/her signature to such resolution in writing for the purpose of this Article. Such resolution may be contained in one document or in several documents in like form each signed by one or more of the Directors or alternate Directors and for this purpose a facsimile signature of a Director or an alternate Director shall be treated as valid. Notwithstanding the foregoing, a resolution in writing shall not be passed in lieu of a meeting of the Board for the purposes of considering any matter or business in which a substantial

- 34 -

APPENDIX III	PROPOSED AMENDMENTS TO THE
	ARTICLES OF ASSOCIATION

shareholder of the Company or a Director has a conflict of interest and the Board has determined that such conflict of interest to be material or such other matters as prescribed under the Listing Rules."

28. ARTICLE 158

By deleting the existing Article 158 in its entirety and replacing therewith the following new Article 158:

"158. (1) Any Notice or document (including any "corporate communication" within the meaning ascribed thereto under the Listing Rules), whether or not, to be given or issued under these Articles from the Company to a Member shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or electronic communication and any such Notice and document may be given or issued by the following means, subject to any applicable laws, rules and regulations (including without limitation the Listing Rules):

by serving it personally on the relevant person;
by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose;
by delivering or leaving it at such address as aforesaid;
by placing an advertisement in appropriate newspapers in accordance with the requirements of the Designated Stock Exchange;
by sending or transmitting it as an electronic communication to the relevant person at such electronic address as he may provide under Article 158(5), subject to the Company complying with the Statutes and any other applicable laws, rules and regulations from time to time in force with regard to any requirements for the obtaining of consent (or deemed consent) from such person;
by publishing on the Company's website to which the relevant person may have access, subject to the Company complying with the Statutes and any other applicable laws, rules and regulations from time to time in force with regard to any requirements for the obtaining of consent (or deemed consent)

- 35 -

APPENDIX III	PROPOSED AMENDMENTS TO THE
	ARTICLES OF ASSOCIATION

from such person and/or for giving notification to any such person stating that the notice, document or publication is available on the Company's computer network website (a "notice of availability"); or

1. by sending or otherwise making it available to such person through such other means to the extent permitted by and in accordance with the Statutes and other applicable laws, rules and regulations.
The notice of availability may be given by any of the means set out above other than by posting it on a website.
In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands first in the Register and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.
Every person who, by operation of law, transfer, transmission, or other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share, which, previously to his name and address (including electronic address) being entered in the Register as the registered holder of such share, shall have been duly given to the person from whom he derives title to such share.
Every Member of the Company or a person who is entitled to receive notice from the Company under the provisions of the Statutes or these Articles may register with the Company in such manner as stipulated by the Company an electronic address to which notices can be served upon him.
Subject to any applicable laws, rules and regulations and the terms of these Articles, any notice, document or publication, including but not limited to the documents referred to in Articles 149, 150 and 158 may be given in the English language only, the Chinese language only, or in both the English language and the Chinese language."

- 36 -

APPENDIX III	PROPOSED AMENDMENTS TO THE
	ARTICLES OF ASSOCIATION

29. ARTICLE 159

By deleting the existing Article 159 in its entirety and replacing therewith the following new Article 159:

"159. Any Notice or other document:

if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the Notice or other document was so addressed and put into the post shall be conclusive evidence thereof;
if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A Notice placed on the Company's website or the website of the Designated Stock Exchange, is deemed given by the Company to a Member on the day following that on which a notice of availability is deemed served on the Member;
if published on the Company's website, shall be deemed to have been served on the day on which the notice, document or publication first so appears on the Company's website to which the relevant person may have access or the day on which the notice of availability is deemed to have been served or delivered to such person under these Articles, whichever is later;
if served or delivered in any other manner contemplated by these Articles, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch or transmission; and in proving such service or delivery a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board as to the act and time of such service, delivery, despatch or transmission shall be conclusive evidence thereof;

- 37 -

APPENDIX III	PROPOSED AMENDMENTS TO THE
	ARTICLES OF ASSOCIATION

if published as an advertisement in a newspaper or other publication permitted under these Articles, shall be deemed to have been served on the day on which the advertisement first so appears; and
may be given to a Member either in the English language, the Chinese language or in both the English language and the Chinese language, subject to due compliance with all applicable Statutes, rules and regulations."

If the serial numbering of the chapters and articles of the Articles of Association is changed due to the addition, deletion or re-arrangement of certain articles made in these Proposed Amendments, the serial numbering of the chapters and articles of the Articles of Association as so amended shall be changed accordingly, including cross-references.

The Directors propose implementing other changes to the Articles of Association, which are of a minor, technical or clarifying nature, including:

by replacing the reference to "Law" in Articles 3(2), 4, 6, 8(1), 8(2), 10, 12(1), 13, 15, 19, 44, 46(2), 48(4), 49(c), 61(1)(d), 70, 83(2), 90, 98, 101(3)(c), 107, 110(2), 124(1), 125(2), 127, 128, 133, 134, 143(1), 146, 147, 153 and 163(2) with "Act" as a new defined term under Article 2(1);
by replacing the references to (A) "rules of the Designated Stock Exchange" in Articles 3(2), 8(2), 12(1), 45, 56, 67, 73(2), 150 and 151; (B) "rules and regulations of the Designated Stock Exchange" in Articles 3(3) and 46(2); and (C) "rules governing the listing of shares on the Designated Stock Exchange" in Article 55(2)(c) with "Listing Rules" as a new defined term under Article 2(1);
by replacing the reference to "notice(s)" in Articles 17(2), 23, 25, 35, 79, 82, with "Notice(s)" as a defined term under Article 2(1); and
by replacing the reference to (A) "members" in Articles 12(1) and 163(1); and (B) "members of the Company" in Article 166 with "Members" as a defined term under Article 2(1).

- 38 -

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 Room 1304, Changhong Science and Technology Mansion, Keji South 12 Road, Science and Technology Park, Nanshan District, Shenzhen, China on Friday, 14 May 2021 at 10:00 a.m. for the following purposes:

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 2020.
To declare a final dividend of HK$0.06 per share for the year ended 31 December 2020.
3(a). To re-elect Mr. Ye Sheng as an executive director of the Company;
3(b). To re-elect Mr. Yang Min as an 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:
1. 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

- 39 -

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;

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 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
for the purposes of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
1. the conclusion of the next annual general meeting of the Company;
2. 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
3. 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."

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

"THAT:

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;

- 40 -

NOTICE OF ANNUAL GENERAL MEETING

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:
1. a Rights Issue (as defined below);
2. the exercise of options under a share option scheme of the Company;
3. 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
4. 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 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 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

for the purposes of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
1. the conclusion of the next annual general meeting of the Company;
2. 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
3. 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.

- 41 -

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)."

7. 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 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)."

SPECIAL RESOLUTION

8. To consider and, if thought fit, pass with or without amendments, the following resolution as a special resolution:

"THAT the new articles of association (incorporating the Proposed Amendments) produced to the Annual General Meeting and initialled by the chairman of the Annual General Meeting for the purpose of identification be and are hereby approved and adopted as the articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association of the Company."

By Order of the Board

Zengame Technology Holding Limited

Ye Sheng

Chairman

Hong Kong, 15 April 2021

- 42 -

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 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 Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 10:00 a.m. on Wednesday, 12 May 2021 (Hong Kong time) or the adjourned Annual General Meeting (as the case may be). 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 Tuesday, 11 May 2021 to Friday, 14 May 2021, 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 Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Monday, 10 May 2021.
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 Monday, 24 May 2021 to Wednesday, 26 May 2021, 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 Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Friday, 21 May 2021.
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 and Mr. Yang Min, the non-executive director is Ms. Fu Hao, and the independent non-executive directors are Mr. Jin Shuhui, Mr. Mao Zhonghua and Mr. Yang Yi.

- 43 -

Attachments

Original document
Permalink

Disclaimer

Zengame Technology Holding Ltd. published this content on 14 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 April 2021 09:02:06 UTC.

Market Closed - Hong Kong S.E. Other stock markets 04:08:22 2024-05-10 EDT			5-day change	1st Jan Change
3.69 ^HKD	-0.27%		+6.96%	-34.81%

04-29	Zengame Technology Holding Limited Proposes to Declare Final Dividend for the Year Ended 31 December 2023	CI
03-22	Zengame's 2023 Profit Increases on Higher Revenue	MT

Zengame Technology Holding Limited Proposes to Declare Final Dividend for the Year Ended 31 December 2023	04-29	CI
Zengame's 2023 Profit Increases on Higher Revenue	03-22	MT
Zengame Technology Holding Limited Proposes Final Ordinary Dividend for the Year Ended 31 December 2023, Payable on 4 July 2024	03-21	CI
Zengame Technology Holding Limited Reports Earnings Results for the Full Year Ended December 31, 2023	03-21	CI
Zengame Technology Holding Limited Announces Change of Company Secretary	03-21	CI
Zengame Technology Holding Limited(SEHK:2660) added to S&P Global BMI Index	23-09-18	CI
Zengame Technology’s Profit Up in H1	23-08-23	MT
Zengame Technology Holding Limited Reports Earnings Results for the Half Year Ended June 30, 2023	23-08-23	CI
Zengame Technology Holding's First-Half Attributable Profit to Increase Up to 85%; Shares Rise 9%	23-07-13	MT
Zengame Technology Holding Limited Provides Earnings Guidance for the Six Months Ended 30 June 2023	23-07-13	CI
Zengame Technology Holding Limited Approves Final Dividend for the Year Ended 31 December 2022	23-06-20	CI
Zengame Technology Logs Rise in FY22 Profit	23-03-29	MT
Zengame Technology Holding Limited Proposes Final Dividend for the Year Ended 31 December 2022, Payable on 28 July 2023	23-03-29	CI
Zengame Technology Holding Limited Reports Earnings Results for the Full Year Ended December 31, 2022	23-03-29	CI
Zengame Technology Forecasts Up To 42% Rise in 2022 Net Profit; Shares Slip 5%	23-01-17	MT
Zengame Technology Holding Limited Provides Earnings Guidance for the Year Ended December 31, 2022	23-01-17	CI
Zengame Technology Unit Invests 200 Million Yuan in Wealth Management Products	23-01-13	MT
Zengame Technology Holding Limited Declares Special Dividend, Will Be Distributed on or Before 15 December 2022	22-11-07	CI
Zengame Technology to Log Up To 75% Rise in H1 Profit; Shares Slip 4%	22-07-15	MT
Zengame Technology Holding Limited Provides Earnings Guidance for the Six Months Ended 30 June 2022	22-07-14	CI
Zengame Technology Holding Limited commences an Equity Buyback for 101,695,044 shares, representing 10% of its issued share capital, under the authorization granted on May 27, 2022.	22-05-30	CI
Zengame Technology Holding Limited Announces Withdrawal of Proposed Dividend	22-05-27	CI
Zengame Technology Holding Limited Appoints Xiong Mi as an Executive Director	22-05-27	CI
Zengame Technology Holding Limited Announces Final Dividend for the Year Ended 31 December 2021	22-05-27	CI
Zengame Technology Holding Limited Reports Earnings Results for the Full Year Ended December 31, 2021	22-03-22	CI

	1st Jan change	Capi.
ZENGAME TECHNOLOGY HOLDING LIMITED	-34.81%	477M
DIDI GLOBAL INC.	+24.05%	23.73B
BEIJING ULTRAPOWER SOFTWARE CO., LTD.	+2.71%	2.46B
LIFE360, INC.	+99.87%	2.08B
ZHEJIANG JINKE TOM CULTURE INDUSTRY CO., LTD.	-23.48%	1.84B
ZX INC.	-50.54%	1.52B
SHANGHAI YAOJI TECHNOLOGY CO., LTD.	+10.49%	1.4B
FINVOLUTION GROUP	+4.29%	1.33B
KAKAO GAMES CORP.	-14.31%	1.32B
DENA CO., LTD.	+14.05%	1.12B

Zengame Technology Holding Limited

Equities

2660

KYG9887S1003

Software

Zengame Technology : PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND ISSUE SHARES AND PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

Latest news about Zengame Technology Holding Limited

Chart Zengame Technology Holding Limited

Company Profile

Income Statement Evolution

Chiffre d''affaires - Rate of surprise

Sector Mobile Application Software