V1 : PROPOSALS FOR (1) GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES (2) RE-ELECTION OF DIRECTORS (3) PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult 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 V1 Group Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

V1 GROUP LIMITED

第 一 視 頻 集 團 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 82)

PROPOSALS FOR

1. GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES
2. 1. RE-ELECTIONOF DIRECTORS

1. PROPOSED CHANGE OF COMPANY NAME AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at 18/F, Tower 1, Recero International Centre, No. 8 Wang Jing East Road, Chao Yang District, Beijing, PRC on Friday, 7 May 2021 at 10:30 a.m. is set out on pages 17 to 20 of this circular. Whether or not you are able to attend the meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

8 April 2021

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
1	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2	PROPOSED GRANTING OF THE REPURCHASE AND
	ISSUANCE MANDATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3	PROPOSED RE-ELECTION OF THE DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4	PROPOSED CHANGE OF COMPANY NAME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5	ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT . . . . . . . . . . . . .	6
6	VOTING BY POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7	RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
9	GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I - EXPLANATORY STATEMENT ON
	THE REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX II - DETAILS OF THE DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING . . . . . . .	11
NOTICE OF THE ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

- i -

DEFINITIONS

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

''Annual General Meeting''	annual general meeting of the Company to be held at 18/F,
	Tower 1, Recero International Centre, No. 8 Wang Jing East
	Road, Chao Yang District, Beijing, PRC on Friday, 7 May
	2021 at 10:30 a.m. to consider and, if appropriate, to approve
	the resolutions contained in the notice of the meeting which is
	set out on pages 17 to 20 of this circular, or any adjournment
	thereof;
''associates''	has the meaning ascribed to it under the Listing Rules;
''Board''	the board of Directors;
''Branch Share Registrar''	Tricor Tengis Limited of Level 54, Hopewell Centre, 183
	Queen's Road East, Hong Kong;
''Business Day''	a day on which banks generally are open for business in Hong
	Kong;
''Bye-laws''	the bye-laws of the Company currently in force with any
	amendments thereto from time to time;
''Change of Company Name''	the change of the Company's English name from ''V1 Group
	Limited'' to ''Crazy Sports Group Limited'' and the
	Company's secondary name from ''第一視頻集團有限公司''
	to ''瘋狂體育集團有限公司'';
''Company''	V1 Group Limited, a company incorporated in Bermuda 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;
''Group''	the Company and its subsidiaries from time to time;
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong;
''Hong Kong''	the Hong Kong Special Administrative Region of the People's
	Republic of China;
''Issuance Mandate''	as defined in paragraph 2(b) of the Letter from the Board;

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DEFINITIONS

''Latest Practicable Date''

''Listing Rules''

''Repurchase Mandate''

''SFO''

''Share(s)''

''Share Option(s)''

''Shareholder(s)''

''Stock Exchange''

''Takeovers Code''

''%''

29 March 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular;

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

as defined in paragraph 2(a) of the letter from the Board in this circular;

Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong;

ordinary share(s) of HK$0.01 each in the share 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 option(s) granted under the existing share option scheme of the Company adopted on 30 April 2012;

holder(s) of the Share(s);

The Stock Exchange of Hong Kong Limited;

the Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong; and

per cent.

- 2 -

LETTER FROM THE BOARD

V1 GROUP LIMITED

第 一 視 頻 集 團 有 限 公 司

(Incorporated in Bermuda with limited liability)

	(Stock Code: 82)
Executive Directors:	Registered Office:
ZHANG Lijun (Chairman)	Victoria Place, 5th Floor
PENG Xitao	31Victoria Street
CHENG Po Chuen	Hamilton, HM10
	Bermuda
Independent Non-executive Directors:
LOKE Yu (alias LOKE Hoi Lam)	Principal place of business
ZANG Dongli	in Hong Kong:
ZHOU Jingping	Room 3006, 30th Floor
	9 Queen's Road Central
	Hong Kong
	8 April 2021
To the Shareholders
Dear Sir/Madam,

PROPOSALS FOR

1. GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES
2. 1. RE-ELECTIONOF DIRECTORS

1. PROPOSED CHANGE OF COMPANY NAME AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the Annual General Meeting to be held at 18/F, Tower 1, Recero International Centre, No. 8 Wang Jing East Road, Chao Yang District, Beijing, PRC on Friday, 7 May 2021 at 10:30 a.m. relating to, among other things, (i) the granting of general mandates to the Directors for the issue and repurchase of the Shares; (ii) the re-election of Directors; and (iii) the approval of proposed Change of Company name.

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LETTER FROM THE BOARD

2. PROPOSED GRANTING OF THE REPURCHASE AND ISSUANCE MANDATES

At the last annual general meeting of the Company held on 21 May 2020, general mandates were granted to the Directors to exercise the powers of the Company to repurchase Shares and to issue new Shares respectively. Such mandates will lapse at the conclusion of the Annual General Meeting.

Ordinary resolutions will be proposed at the Annual General Meeting to approve the granting of new general mandates to the Directors:

1. to purchase Shares on the Stock Exchange up to 10% of the total number of the Shares in issue (''Repurchase Mandate'') on the date of passing such resolution (i.e. up to 451,732,544 Shares on the basis that the total number of issued Shares remains unchanged on the date of the Annual General Meeting);
2. to allot, issue or deal with Shares up to 20% of the total number of the Shares in issue (''Issuance Mandate'') on the date of passing such resolution (i.e. up to 903,465,088 Shares on the basis that the total number of issued Shares remains unchanged on the date of the Annual General Meeting); and
3. to extend the Issuance Mandate by the total number of Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.

The Company had 4,517,325,442 Shares in issue as at the Latest Practicable Date. The Repurchase Mandate and the Issuance Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the Annual General Meeting or any earlier date as referred to in the proposed ordinary resolutions contained in items 4 and 5 of the notice of the Annual General Meeting as set out on pages 17 to 20 of this circular. With reference to the Repurchase Mandate and the Issuance Mandate, the Directors wish to state that they have no immediate plan to repurchase any Shares or issue any Shares pursuant thereto.

In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate. The explanatory statement as required by the Listing Rules in connection with the Repurchase Mandate is set out in Appendix I to this circular.

3. PROPOSED RE-ELECTION OF DIRECTORS

Pursuant to Bye-law 99.(A) of the Bye-laws, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), 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 least once every three years. Ms. CHENG Po Chuen will retire by rotation at the Annual General Meeting and, being eligible, will offer themselves for re-election.

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LETTER FROM THE BOARD

Pursuant to Bye-laws 102.(B) of the Bye-laws, the Directors shall have power from time to time to appoint any person as a Director as an addition to the Board. Any Director so appointed by the Board shall hold office only until the next following general meeting of the Company or until the next following annual general meeting and shall then be eligible for re-election at that meeting but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such annual general meeting. Mr. PENG Xitao, who was appointed as an executive Director, and Mr. ZANG Dongli and Mr. ZHOU Jingping, who were appointed as independent non-executive Directors, with effective date from 1 January 2021, will hold office until the Annual General Meeting and, being eligible, will offer themselves for re-election.

Pursuant to Rule 13.74 of the Listing Rules, an issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any directors proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders' approval at that relevant general meeting. The requisite details of Ms. CHENG Po Chuen, Mr. PENG Xitao, Mr. ZANG Dongli and Mr. ZHOU Jingping are set out in Appendix II to this circular. Separate resolutions will be proposed at the Annual General Meeting for re-election of each retiring Director.

4. PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the Company's English name from ''V1 Group Limited'' to ''Crazy Sports Group Limited'' and the Company's secondary name from ''第一視頻集團有限公 司'' to ''瘋狂體育集團有限公司''.

The Change of Company Name will be subject to the following conditions having been satisfied:

1. the passing of a special resolution by the Shareholders at the Annual General Meeting to approve the Change of Company Name; and
2. the Registrar of Companies in Bermuda approving the Change of Company Name.

Subject to the satisfaction of the conditions set out above, the Change of Company Name will take effect from the date of the Certificate of Incorporation on Change of Name and the Certificate of Secondary Name to be issued by the Registrar of Companies in Bermuda in respect of the Change of Company Name. The Company will carry out all necessary filing procedures with the Companies Registry in Hong Kong upon the Change of Company Name becoming effective.

The Board considers that the Change of Company Name will better reflect the future business plans and development of the Group. The Board believes that the new name can provide the Company with a more relevant and distinctive corporate identity following the restructuring which will benefit the Company's future business development and is in the best interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

The Change of Company Name will not affect any rights of the existing holders of securities of the Company. All the existing certificates of securities in issue bearing the present name and former names of the Company will, after the Change of Company Name becoming effective, continue to be evidence of title to such securities and the existing share certificates will continue to be valid for trading, settlement, registration, and delivery purposes. Accordingly, there will not be any arrangement for exchange of the existing certificates of securities for new certificates bearing the new name. Once the Change of Company Name becomes effective, new certificates of securities will be issued bearing the new name. The Company will make further announcement(s) as and when appropriate on the arrangement relating to the trading and dealings in the securities of the Company on the Main Board of the Stock Exchange under the new name and as to when the new name will become effective. In addition, subject to the confirmation by the Stock Exchange, the English stock short name and the Chinese stock short name for trading of the shares of the Company on the Stock Exchange will also be changed after the proposed Change of Company Name has become effective.

5. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 17 to 20 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, the granting of the Repurchase Mandate and the Issuance Mandate, extension of the Issuance Mandate by the addition thereto of the number of Shares repurchased pursuant to the Repurchase Mandate and re-election of Directors.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.v1group.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 notarially certified copy of that power of attorney or authority, at the Branch Share Registrar in Hong Kong, Tricor Tengis 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 holding the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy shall not preclude you from attending and voting at the Annual General Meeting or any adjournment thereof if you so wish.

6. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The chairman of the Annual General Meeting will therefore demand voting on the resolutions set out in the notice of the Annual General Meeting be taken by way of poll.

- 6 -

LETTER FROM THE BOARD

On a poll, every Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy shall have one vote for every full paid Share held. A Shareholder entitled to more than one vote is under no obligation to cast all his votes in the same way.

After the conclusion of the Annual General Meeting, the poll results will be published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.v1group.com).

7. RESPONSIBILITY STATEMENT

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

8. RECOMMENDATION

The Directors consider that the granting of the Repurchase Mandate, the granting/extension of the Issuance Mandate, the re-election of the retiring Directors and the proposed Change of Company Name are in the best interests of the Company, the Group and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

9. GENERAL INFORMATION

Your attention is drawn to the additional information set out in Appendix I (Explanatory Statement on the Repurchase Mandate) and Appendix II (Details of the Directors proposed to be reelected at the Annual General Meeting), to this circular.

Yours faithfully,

On behalf of the Board

V1 Group Limited

ZHANG Lijun

Chairman

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APPENDIX I	EXPLANATORY STATEMENT ON
	THE REPURCHASE MANDATE

The following is an explanatory statement required by the Listing Rules to be sent to the Shareholders to enable 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 granting of the Repurchase Mandate.

1. REASONS FOR REPURCHASE OF SHARES

The Directors believe that the granting of the Repurchase Mandate is in the interests of the Company and the Shareholders.

Repurchases 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. The Directors are seeking the granting of the Repurchase Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 4,517,325,442 Shares.

Subject to the passing of the ordinary resolution set out in item 4 of the notice of the Annual General Meeting in respect of the granting of the Repurchase Mandate and on the basis that the total number of Shares in issue remains unchanged on the date of the Annual General Meeting, i.e. being 4,517,325,442 Shares, the Directors would be authorized under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, up to 451,732,544 Shares, representing 10% of the total number of Shares in issue as at the date of the Annual General Meeting.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and Bye-laws, the laws of Bermuda and/or any other applicable laws, as the case may be.

The Company is empowered by its memorandum of association and the Bye-laws to repurchase Shares. The laws of Bermuda provide that the amount of capital paid in connection with a share repurchase by a company may only be paid out of either the capital paid up on the relevant shares, or the funds of the company which would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of shares made for such purpose. The amount of premium payable on repurchase may only be paid out of the funds of the Company which would otherwise be available for dividend or distribution or out of the share premium account of the Company before the shares are repurchased.

- 8 -

APPENDIX I	EXPLANATORY STATEMENT ON
	THE REPURCHASE MANDATE

4. IMPACT OF REPURCHASES

Repurchased Shares shall be treated as cancelled and the amount of the Company's issued capital shall be diminished by the nominal value of those Shares accordingly; but the purchase of Shares under this section shall not be taken as reducing the amount of the Company's authorised share capital.

There might be a material adverse impact on the working capital or gearing position of the Company in the event that the 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 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. TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.

To the best knowledge of the Company, as at the Latest Practicable Date, Dr. ZHANG Lijun, a substantial shareholder and the single largest shareholder of the Company, together with his spouse Ms. WANG Chun were interested in 1,034,563,113 Shares representing approximately 22.90% of the total number of issued Shares. In the event that the Directors exercise the proposed Repurchase Mandate in full, the aggregate shareholding of Dr. ZHANG Lijun and Ms. WANG Chun would be increased to approximately 25.45% of the total number of issued Shares. The Directors are not aware of any consequences which will arise under the Takeovers Code as a result of any repurchases to be made under the Repurchase Mandate. In addition, the Directors consider that the full exercise of the Repurchase Mandate will not lead to the percentage of the Company's public float falling below 25.0% of the total number of issued Shares.

6. GENERAL

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, 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 granting of the Repurchase Mandate is approved by the Shareholders.

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APPENDIX I	EXPLANATORY STATEMENT ON
	THE 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 granting of the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Bermuda.

7. MARKET PRICES OF SHARES

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

Month	Highest	Lowest
	HK$	HK$
2020
March	0.188	0.116
April	0.159	0.130
May	0.174	0.121
June	0.405	0.131
July	0.285	0.205
August	0.310	0.225
September	0.280	0.220
October	0.265	0.220
November	0.270	0.220
December	0.350	0.230
2021
January	0.450	0.305
February	1.000	0.390
March (up to the Latest Practicable Date)	0.710	0.520

8. REPURCHASES OF SHARES MADE BY THE COMPANY

No repurchases of Shares have been made by the Company (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

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

Pursuant to the Listing Rules, the details of the Directors, who will retire and offer themselves for re-election at the Annual General Meeting according to the Bye-laws, are provided below.

1. MS. CHENG PO CHUEN

Position and experience

Ms. CHENG Po Chuen (Ms. CHENG), aged 49, has more than 25 years of experience in corporate finance advisory, investment banking and private banking. She joined the Company on 18 January 2020 as Chief Financial Officer and was appointed as executive Director on 18 April 2020. She is responsible for overseeing the financial management, investor relations, overall capital markets including investments, fundraising, mergers and acquisitions and restructuring activities of the Group. She joined the business consulting division of Arthur Anderson as an analyst upon graduation in 1994. She then worked for the investment banking arms of DBS Asia Capital, HSBC Investment Banking Asia and Macquarie Capital Asia in Hong Kong between 1997 and 2010 and her last position held was Managing Director, one of the Responsible Officers for the purpose of the Securities and Futures Ordinance and one of the Principal Supervisors of the Sponsor under The Stock Exchange of Hong Kong Limited at Macquarie Capital Asia. In 2010, Ms. CHENG joined UBS AG Wealth Management as Head of Corporate Advisory Group, Hong Kong and in 2014 became a Desk Head supervising the client advisers, with last position held as Managing Director. Ms. CHENG holds a Bachelor of Business Administration degree in Accounting and Finance from The University of Hong Kong.

Saved as disclosed above, Ms. CHENG did not hold any other directorships in any listed public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or had other major appointment and qualification and does not hold any other positions with the Company or other members of the Group.

Length of service

Ms. CHENG has entered into a service agreement with the Company. She has a fixed term of three years to 17 April 2023. Ms. CHENG's directorship with the Company is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws.

Relationships

As far as the Directors are aware, Ms. CHENG does not have any relationships with other directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

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

Interests in shares

As at the Latest Practicable Date, Ms. CHENG held 27,000,000 Share Options. Save as disclosed above, Ms. CHENG is not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director's emoluments

Ms. CHENG's annual emoluments is HK$3,000,000 which was determined by the Board based on the recommendation of the remuneration committee of the Company, with reference to her duties and responsibilities with the Company and the market rate for the position.

Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders

There is no information which is discloseable nor is/was Ms. CHENG involved in any of the matters required to be disclosed pursuant to any of the requirements under rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders in connection with the re-election of Ms. CHENG as an executive Director.

1. MR. PENG XITAO

Position and experience

Mr. PENG Xitao (彭鍚濤先生), aged 43, was appointed as executive Director and Chief Executive Officer of the Group on 1 January 2021. He is responsible for the daily operation, management and planning of the Group. Prior to that, he was appointed as the Joint Chief Operations Officer of the Group since October 2018. Mr. Peng holds a Master degree of Computer Application from Nankai University and has more than 18 years of experience in the internet and related industries. He worked at China Unicom Internet and E-commerce Department as an engineer, engaging in the maintenance and construction work of internet network, he was responsible for the maintenance work of China Unicom Backbone Network, China Unicom IDC, and Beijing Unicom 165 Network, providing network access and IDC solutions to users. In 2012, he founded Yicai Yangguang* (溢彩陽光) as Chief Executive Officer, and Lottery 365 under his leadership quickly emerged as the number one mobile customers product in terms of the number of users and market share in the mobile internet lottery sector in China. With its outstanding product features, Lottery 365 had received many prestigious awards for its product innovation and branding in the industry. In 2015, Mr. Peng founded Crazy Sports and served as the Chief Executive Officer. He pioneered the paid lottery information service platform - Crazy Red Insights which focus on providing lottery players with professional analyses and information services relating to football and basketball games, such platform has quickly become a leader in the industry. Crazy Sports was fully acquired by the Group in October 2018.

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

Saved as disclosed above, Mr. PENG did not hold any other directorships in any listed public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or had other major appointment and qualification and does not hold any other positions with the Company or other members of the Group.

Length of service

Mr. PENG has entered into a service agreement with the Company. He has a fixed term of three years to 31 December 2023. Mr. PENG's directorship with the Company is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws.

Relationships

As far as the Directors are aware, Mr. PENG does not have any relationships with other directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in shares

As at the Latest Practicable Date, Mr. PENG held 55,810,000 Shares and 2,000,000 Share Options. Save as disclosed above, Mr. PENG is not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director's emoluments

Mr. PENG's annual emoluments is HK$1,500,000 which was determined by the Board based on the recommendation of the remuneration committee of the Company, with reference to his duties and responsibilities with the Company and the market rate for the position.

Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders

There is no information which is discloseable nor is/was Mr. PENG involved in any of the matters required to be disclosed pursuant to any of the requirements under rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders in connection with the re-election of Mr. PENG as an executive Director.

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

1. MR. ZANG DONGLI

Position and experience

Mr. ZANG Dongli (Mr. ZANG), aged 61, was appointed as independent non-executive Director on 1 January 2021. He has about 40 years of experience in cultural and sport industries. He had been engaging in the development, advertising and fund-raising activities of national large-scale projects. Mr. ZANG was responsible for the advertising, marketing and financing work of various large-scale projects, including the 11th Asia Games, the 7th National Games of the People's Republic of China, the 3rd Far East and South Pacific Games for the Disabled, the 21st Universiade and the 2008 Olympic Games in Beijing respectively. From 2007 to 2009, Mr. ZANG served as the head of the market development department of Beijing International Media Center to provide services to the 2008 Olympic Games in Beijing, during which he was responsible for raising funds for the establishment of the Media Center and facilitated the cooperation with dozens of famous brands and enterprises in respect of fund raising and in-kind contributions. Thereafter, Mr. ZANG worked as a project director of the business department of National Stadium Co., Ltd., responsible for the development of large- scale events and project fundraising for the National Stadium (Bird's Nest) until his retirement in early 2020.

Saved as disclosed above, Mr. ZANG did not hold any other directorships in any listed public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or had other major appointment and qualification and does not hold any other positions with the Company or other members of the Group.

Length of service

Mr. ZANG has entered into a Director's service agreement with the Company for a term of three years to 31 December 2023. Mr. ZANG's directorship with the Company is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws.

Relationships

As far as the Directors are aware, Mr. ZANG does not have any relationships with other directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in shares

As at the Latest Practicable Date, Mr. ZANG held 3,000,000 Share Options. Save as disclosed above, Mr. ZANG is not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

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

Director's emoluments

Mr. ZANG's annual emoluments is HK$120,000 which was determined by the Board based on the recommendation of the remuneration committee of the Company, with reference to his duties and responsibilities with the Company and the market rate for the position.

Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders

There is no information which is discloseable nor is/was Mr. ZANG involved in any of the matters required to be disclosed pursuant to any of the requirements under rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders in connection with the re-election of Mr. ZANG as an independent non-executive Director.

1. MR. ZHOU JINGPING

Position and experience

Mr. ZHOU Jingping (Mr. ZHOU), aged 55, was appointed as independent non-executive Director on 1 January 2021. He is currently the vice chairman of HeYi Group (和易集團) and the managing director of King & Wood Mallesons. Before his career in business, Mr. ZHOU worked as a police officer for 35 years and was recognized as a National Outstanding Police Officer and won the Outstanding Central State Organization Youth Award. Mr. ZHOU used to serve as the director of the Economic Crime Investigation Division of the Ministry of Public Security, and the deputy district head and police chief of the Public Security Bureau of the People's Government of Fuling District, Chongqing. Mr. ZHOU always focuses on the development of sports. During his tenure in Chongqing, he successfully organized various large-scale sports and culture events and exhibitions to promote the exchange of sports culture in China. Mr. ZHOU holds a degree of Economics and Management from the Central Party School.

Saved as disclosed above, Mr. ZHOU did not hold any other directorships in any listed public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or had other major appointment and qualification and does not hold any other positions with the Company or other members of the Group.

Length of service

Mr. ZHOU has entered into a Director's service agreement with the Company for a term of three years to 31 December 2023. Mr. ZHOU's directorship with the Company is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws.

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

Relationships

As far as the Directors are aware, Mr. ZHOU does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in shares

As at the Latest Practicable Mr. ZHOU held 3,000,000 Share Options. Save as disclosed above, Mr. ZHOU is not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director's emoluments

Mr. ZHOU's annual emoluments is HK$120,000 which was determined by the Board based on the recommendation of the remuneration committee of the Company, with reference to his duties and responsibilities with the Company and the market rate for the position.

Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders

There is no information which is discloseable nor is/was Mr. ZHOU involved in any of the matters required to be disclosed pursuant to any of the requirements under rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders in connection with the re-election of Mr. ZHOU as an independent non-executive Director.

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NOTICE OF THE ANNUAL GENERAL MEETING

V1 GROUP LIMITED

第 一 視 頻 集 團 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 82)

NOTICE IS HEREBY GIVEN that an Annual General Meeting of V1 Group Limited (the ''Company'') will be held at 18/F, Tower 1, Recero International Centre, No. 8 Wang Jing East Road, Chao Yang District, Beijing, PRC on Friday, 7 May 2021 at 10:30 a.m. for the following purposes:

ORDINARY RESOLUTIONS

As Ordinary Business

1. To receive and consider the audited consolidated financial statements of the Company and the reports of the Company's directors (the ''Directors'') and auditors for the year ended 31 December 2020;
2. (a) To re-elect Ms. CHENG Po Chuen as an executive Director;
3. 1. To re-elect Mr. PENG Xitao as an executive Director;
   2. To re-elect Mr. ZANG Dongli as an independent non-executive Director;
   3. To re-elect Mr. ZHOU Jingping as an independent non-executive Director;
   4. To authorise the board of Directors to fix the remuneration of the Directors.
4. To re-appoint BDO Limited as the auditors of the Company and to authorize the board of Directors to fix their remuneration;

As Special Business

To consider as special business and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

4. ''THAT:

1. subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to purchase its shares, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;

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NOTICE OF THE ANNUAL GENERAL MEETING

1. the total number of shares of the Company to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of shares of the Company in issue on the date of passing this resolution and the said approval shall be limited accordingly; and
2. for the purpose of this resolution, ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
3. 1. the conclusion of the next annual general meeting of the Company;
   2. the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company's shareholders in general meetings; and
   3. the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held.'';

5. ''THAT:

1. subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with authorized and unissued shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall authorize the Directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;
3. the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the approval in paragraph
   (a) above, otherwise than pursuant to:
4. 1. a Rights Issue (as defined below);
   2. the exercise of options under a share option scheme of the Company; and
   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 bye-laws of the Company;

shall not exceed 20% of the total number of shares of the Company in issue on the date of passing this resolution and this approval shall be limited accordingly; and

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NOTICE OF THE ANNUAL GENERAL MEETING

1. for the purposes of this resolution:
   ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company's shareholders in general meetings; and
   3. the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held; and

''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).'';

6. ''THAT conditional upon the passing of the resolutions set out in items 4 and 5 of the notice convening this meeting (the ''Notice''), the general mandate referred to in the resolution set out in item 5 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 the shares purchased by the Company pursuant to the mandate referred to in the resolution set out in item 4 of the Notice, provided that such amount shall not exceed 10% of the total number of shares of the Company in issue on the date of passing this resolution.''

SPECIAL RESOLUTION

And to consider and, if thought fit, pass the following resolution as a special resolution of the Company:

7. ''THAT subject to and conditional upon the approval of the Registrar of Companies in Bermuda, the name of the Company be changed from ''V1 Group Limited'' to ''Crazy Sports Group Limited'' and ''瘋狂體育集團有限公司'' be adopted as the dual foreign name in Chinese of the Company to replace the current Chinese name of the Company

''第一視頻集團有限公司'' only with effect from the date of the issuance of the certificate of incorporation on change of company name by the Registrar of Companies in Bermuda, and that any one or more of the directors or the company secretary of the

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NOTICE OF THE ANNUAL GENERAL MEETING

Company be and is/are hereby authorised to do all such acts and things and execute all such documents (whether by hand, under seal or as a deed) and make all such arrangements as he/she/they may consider necessary, desirable or expedient for the purpose of or in connection with the implementation of and giving effect to the Change of Company Name and to attend to any necessary registration and/or filing for and on behalf of the Company.''

By order of the Board

V1 Group Limited

ZHANG Lijun

Chairman

Hong Kong, 8 April 2021

Notes:

1. Any member of the Company (''Member'') entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a Member. A Member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him to attend and vote on his behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
2. Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if he/she were solely entitled thereto, but if more than one of such joint holders present at the meeting personally or by proxy, the most senior shall alone be entitled to vote, whether in person or by proxy, and for this purpose, seniority shall be determined by the order in which the names stand in the register of members in respect of joint holding.
3. To be effective, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited at the Company's Branch Share Registrar in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a Member from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
4. The register of members of the Company will be closed from 4 May 2021 to 7 May 2021, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for attending and voting at the above meeting, unregistered holders of shares of the Company should ensure that all transfers of shares accompanied by the relevant share certificates and appropriate transfer forms must be lodged with the Company's Branch Share Registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, for registration not later than 4:30 p.m. on 3 May 2021.
5. In relation to the ordinary resolutions set out in items 4, 5 and 6 of the above notice, the Directors wish to state that they have no immediate plan to issue any new shares or repurchase any existing shares of the Company.

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