Asiaray Media Group Limited — Proxy Solicitation & Information Statement 2016

Dec 6, 2016

Asiaray Media Group Limited 雅 仕 維 傳 媒 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1993)

Form of proxy for use at the EGM to be held on Thursday, 22 December 2016 at 9:30 a.m. (or at any adjourned meeting thereof)

I/We[(Note][1)] ,

of being the registered holder(s) of shares[(Note][2)] of HK$0.10 each in the capital of ASIARAY MEDIA GROUP LIMITED ( ‘‘ the Company ’’ ) HEREBY APPOINT the chairman of the EGM, or[( N o t e][3 )]

of

as my/our proxy to attend the EGM (or at any adjourned meeting thereof) of the Company to be held at Unit 01–03, 17th Floor, Kornhill Plaza — Office Tower, 1 Kornhill Road, Quarry Bay, Hong Kong on Thursday, 22 December 2016 at 9:30 a.m. (or at any adjourned meeting thereof) and vote for me/us and in my/our name(s) in respect of the resolution as indicated below. Unless otherwise defined, capitalised terms used herein shall have the same meanings as defined in the Company’s circular dated 7 December 2016.

C	ompany’s circular dated 7 December 2016.
	ORDINARY RESOLUTION	FOR(Note 4)	AGAINST (Note 4)
	To approve, confirm and ratify the Subscription Agreement, SupplementalAgreement, the creation and issue of the Warrants and the transactionscontemplated thereunder as set out in the Resolution in the notice of theEGM

Date this day of , 2016 Signature[(Note][5)] :

Notes:

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

2. Please insert the number of shares of HK$0.10 each to which this proxy relates registered in your name(s). If no number is inserted, the proxy form will be deemed to relate to all the shares of the Company registered in your name(s).

3. Please insert the name and address of the proxy desired. If no name is inserted, the Chairman of the meeting will act as your proxy. Any shareholder may appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company but must attend the meeting in person to represent you.

4. IMPORTANT: IF YOU WISH TO VOTE ‘‘FOR’’ ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED ‘‘FOR’’ BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE ‘‘AGAINST’’ ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED ‘‘AGAINST’’ BESIDE THE APPROPRIATE RESOLUTION. Failure to complete any or all boxes will entitle your proxy to cast his/her votes on the relevant resolutions at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorised.

6. Any vote in respect of the resolutions to be put forward for consideration at the meeting will be taken by poll.

7. In the case of joint holders of any share, any one of such holders may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the meeting personally or by proxy, the holder whose name stands first in the register of members of the Company shall alone be entitled to vote in respect of that share.

8. To be valid, this form of proxy and the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited with the Company’s share branch registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

9. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish and in such event, the form of proxy shall be deemed to be revoked.

10. Any alteration made to this form of proxy must be initialled by the person who signs it.