A Metaverse Company — Proxy Solicitation & Information Statement 2021

May 28, 2021

==> picture [61 x 61] intentionally omitted <==

==> picture [126 x 62] intentionally omitted <==

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)

Form of proxy for use at the Extraordinary General Meeting (or at any adjournment thereof)

Form of proxy for use by shareholders at the extraordinary general meeting (the ‘‘Meeting’’) of Starrise Media Holdings Limited (the ‘‘Company’’) to be convened and held Building A10, 50 Anjialou, Chaoyang District, Beijing, the PRC on Wednesday, 16 June 2021 at 2:00 p.m..

I/We (Note a)

being the registered 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 Meeting and/or at any adjournment thereof (as the case maybe) and on a poll to vote on my/our behalf and to vote on my/our behalf as directed below.

Capitalised terms used in this form of proxy shall have the same meanings as those defined in the circular of the Company dated 28 May 2021 unless the context requires otherwise.

==> picture [450 x 175] intentionally omitted <==

----- Start of picture text -----

Ordinary Resolution For (Note d) Against (Note d)
1. To approve, confirm and ratify the 3rd Extension Agreement and all transactions
contemplated thereunder and the Outstanding Bonds as modified under the 3rd
Extension Agreement (collectively as the New Arrangements), including the Extension
Specific Mandate for the allotment and issuance of the Conversion Shares upon full
conversion of the Outstanding Bonds at the Conversion Price under the New
Arrangement; and to authorise any director of the Company to take such action, do such
things and execute such further documents as the director may at his/her absolute
discretion consider necessary or desirable to implement and/or give effect to the 3rd
Extension Agreement, the New Arrangements or any transactions contemplated
thereunder and all other maters incidental there to or in connection therewith.
2. To approve, confirm and ratify the Transfer Agreement and all transactions
contemplated thereunder, including the issuance of the Aim Right Bonds on the same
terms as the Outstanding Bonds and the Aim Right Specific Mandate for the allotment
and issuance of the Conversion Shares upon full conversion of the Aim Right Bonds at
the Conversion Price pursuant to the terms of the Aim Right Bonds; and to authorise
any director of the Company to take such action, do such things and execute such
further documents as the director may at his/her absolute discretion consider necessary
or desirable to implement and/or give effect to the Transfer Agreement or any
transactions contemplated thereunder and all other maters incidental there to or in
connection therewith.
----- End of picture text -----

Dated

Signature (Notes e to h)

Notes:

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

• b. Please insert the number of shares of US$0.01 each 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 Company registered in your name(s).

• c. Ayourproxyproxy,needpleasenot bedeletea memberthe wordsof the‘‘Companythe Chairmanbut mustof theattendmeetingthe ormeeting’’ and ininsertpersonthe tonamerepresentand addressyou. Ifofyouthewishpersonto appointappointedsomeproxypersonin theotherspacethanprovided.the ChairmanANYofALTERATIONthe meeting as MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

• d. IMPORTANT: IF YOU WISH TO VOTE ‘‘FOR’’ ANY OF THE MATTERS, TICK IN THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE ‘‘AGAINST’’ ANY OF THE MATTERS, TICK IN THE BOX MARKED ‘‘AGAINST’’. If this form returned is duly signed but without specific direction on the proposed resolution, the proxy will vote or abstain at his discretion in respect of the resolution. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

• e. 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.

• f. 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.

• g. mustIn orderbe depositedto be valid,withthetheformbranchof proxysharetogetherregistrarwithand thetransferpowerofficeof attorneyof the Companyor other authority,in Hong Kong,if any,Tricorunder Investorwhich it Servicesis signedLimited,or a notariallyat Levelcertified54, Hopewellcopy ofCentre,such power183 Queenor authority,’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the meeting (i.e. Monday, 14 June 2021 at 2:00 p.m.) or any adjourned meeting thereof (as the case may be).

• h. 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. PERSONAL INFORMATION COLLECTION STATEMENT

Yourvotingsupplyinstructionsof yourforandtheyourMeetingproxyof’s (orthe proxiesCompany’) name(s)(the ‘Purposesand address(es)’). We mayis ontransfera voluntaryyour andbasisyourforproxythe purpose’s (or proxiesof processing’) name(s)yourandrequestaddress(es)for thetoappointmentour agent, contractor,of a proxy or(orthirdproxies)partyandserviceyour providerotherwisewhorelevantprovidesfor theadministrative,Purposes andcomputerneed to receiveand othertheservicesinformation.to usYourfor useandinyourconnectionproxy’s with(or proxiesthe Purposes’) name(s)andandto suchaddress(es)parties willwhobeareretainedauthorizedfor suchby lawperiodto requestas maythebe informationnecessary toorfulfilare the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Tricor Investor Services Limited at the above address.