A Metaverse Company — Proxy Solicitation & Information Statement 2019

Mar 20, 2019

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Starrise Media Holdings Limited 星宏傳媒控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1616)

PROXY FORM

Form of proxy for use by shareholders at the extraordinary general meeting of Starrise Media Holdings Limited (the ‘‘Company’’) to be convened and held at 2:00 p.m. on Monday, 8 April 2019 at Building A10, 50 Anjialou, Chaoyang District, Beijing, the People’s Republic of China.

I/We (Note a) of being the holder(s) of (Note b) shares of US$0.01 each in the capital of the Company hereby appoint the Chairman of the meeting or (Note c) of

to act as my/our proxy (Note c) at the extraordinary general meeting of the Company to be held at 2:00 p.m. on Monday, 8 April 2019 at Building A10, 50 Anjialou, Chaoyang District, Beijing, the People’s Republic of China and at any adjournment thereof (as the case maybe) and to vote on my/our behalf as directed below. Please mark a ‘‘✓’’ in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll (Note d).

Capitalised terms used in this form of proxy shall have the same meanings as those defined in the circular of the Company dated 20 March 2019 unless the context requires otherwise.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR (Note d)	AGAINST (Note d)
	(a)	The amendment agreement dated 28 February 2019 (the ‘‘Extension Agreement’’) entered into between the Company and Dragon Capital Entertainment Fund One LP (the ‘‘Original Bondholder’’) in relation to the extension of the maturity date of the existing unlisted bonds in aggregate principal amount of HK$180,000,000 (the ‘‘Remaining Bonds’’) previously issued on 28 February 2017 by the Company to the Original Bondholder by one additional year, and the transactions contemplated under the Extension Agreement and the Remaining Bonds as modified by the Extension Agreement (collectively, the ‘‘New Arrangements’’), be and are hereby approved, ratified and confirmed.
	(b)	The directors of the Company be and are hereby granted a specific mandate to exercise powers of the Company to issue and allot such number of shares of the Company as may be required to be issued and allotted upon exercise of the conversion rights attached to the Remaining Bonds at the conversion price of the Remaining Bonds (subject to adjustments in accordance with the terms of the Remaining Bonds) (including, for the avoidance of doubt, such additional number of shares of the Company that may be required to be issued and allotted upon the exercise of the conversion rights attached to the Remaining Bonds following adjustments to the conversion price of the Remaining Bonds) under the New Arrangements.
	(c)	Any one or more directors of the Company be and are hereby authorised to sign, execute, perfect, deliver and do all such documents, deeds, acts, matters and things, as the case may be, as they may in their discretion consider necessary, desirable or expedient in connection with (1) the performance of the rights and/or obligations under the Extension Agreement and in accordance with the terms of the Remaining Bonds under the New Arrangements, and (2) the issue and allotment of the shares of the Company upon exercise of the conversion rights attached to the Remaining Bonds at the conversion price of the Remaining Bonds (subject to adjustments in accordance with the terms of the Remaining Bonds) under the New Arrangements.

Dated the day of 2019 Shareholder’s signature (Notes e, f, g, h and i) Notes:

a. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS.

• b. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

• c. meetingA proxy asneedyournotproxy,be a memberplease deleteof thetheCompanywords ‘‘thebut Chairmanmust attendof thethe meetingmeeting inor’’personand insertto representthe nameyou.andIfaddressyou wishof theto appointperson someappointedpersonproxyotherin thanthe spacethe Chairmanprovided.of the

• d. If‘‘Againstyou wish’’. Ifto thisvoteformfor thereturnedresolutionis dulyset signedout above,but withoutplease tickspecific(‘‘✓’’direction) the box onmarkedthe proposed‘‘For’’. Ifresolution,you wish theto voteproxyagainstwill votethe resolution,or abstain pleaseat his discretiontick (‘‘✓’’)intherespectbox markedof the resolution. A proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than that set out in the notice convening the meeting.

• e. In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the meeting, whether in person or by proxy, that one of the joint holders whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

• f. This form of proxy must be signed by a member of the Company, or his attorney duly authorised in writing, or if the member is a corporation, either under its Common Seal or under the hand of an officer, attorney or other person so authorised.

• g. Inauthority,order tomustbe valid,be depositedthe formwithof proxythe branchtogethersharewithregistrarsthe powerofoftheattorneyCompanyor otherin Hongauthority,Kong, ifTricorany, underInvestorwhichServicesit is signedLimited,or ata notariallyLevel 22,certifiedHopewellcopyCentre,of such183powerQueenor’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting thereof (as the case may be).

• h. Any alteration made to this form of proxy should be initialled by the person who signs the form.

• i. Completion and return of this form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof (as the case maybe) if you so wish.