Asiaray Media Group Limited — Proxy Solicitation & Information Statement 2016

Dec 6, 2016

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

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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘EGM’’) of Asiaray Media Group Limited (the ‘‘Company’’) will be held at 9:30 a.m. on Thursday, 22 December 2016 at Unit 01–03, 17th Floor, Kornhill Plaza — Office Tower, 1 Kornhill Road, Quarry Bay, Hong Kong for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolution as ordinary resolution:

ORDINARY RESOLUTION

‘‘THAT:

• (a) the subscription agreement dated 10 October 2016 (as amended and supplemented by a supplemental agreement dated 13 October 2016) (the ‘‘Subscription Agreement’’) entered into between the Company as issuer and Great World HK Media Pte. Ltd. as subscriber (the ‘‘Subscriber’’), pursuant to which the Company has agreed to issue, and the Subscriber has agreed to subscribe for the non-listed warrants to be issued by the Company pursuant to the Subscription Agreement (the ‘‘Warrants’’) at HK$3,000,000 in total, or HK$0.30 per Warrant entitling the holder(s) thereof to subscribe for up to 10,000,000 new ordinary shares of nominal value of HK$0.10 each in the share capital of the Company (the ‘‘Shares’’) at the initial exercise price of HK$4.10 per Share (subject to adjustment) (a copy of the Subscription Agreement and the draft instrument have been marked ‘‘A’’ and ‘‘B’’, respectively and initialed by the chairman of the meeting for identification purpose), be and are hereby approved, confirmed and ratified;

• (b) the supplemental agreement dated 13 October 2016 (the ‘‘Supplemental Agreement’’) entered into between the Company and the Subscriber to amend and supplement the Subscription Agreement (a copy of the Supplemental Agreement has been marked ‘‘C’’ and initialled by the chairman of the meeting for identification purpose), be and is hereby approved, confirmed and ratified;

• (c) the creation and issue of the Warrants by the Company in accordance with the terms and conditions of the Subscription Agreement (as amended and supplemented by the Supplemental Agreement) be and are hereby approved, ratified and confirmed;

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• (d) the directors of the Company be and are hereby granted a specific mandate for the allotment and issue of the new Shares (the ‘‘Warrant Share(s)’’) credited as fully paid at the initial subscription price of HK$4.10 per Warrant Share (subject to adjustment and the terms and conditions as set out in the draft instrument), which may fall to be allotted and issued upon the exercise of the subscription rights attached to the Warrants; and

• (e) any one director of the Company be and is hereby authorised to do all such acts and things (including, without limitation, signing, executing (under hand or under seal), perfecting and delivery of all agreements, documents, instruments and deeds) which are in his absolute discretion consider necessary, appropriate, desirable or expedient to implement or to give effect to the terms of the Subscription Agreement (as amended and supplemented by the Supplemental Agreement) and the transactions contemplated thereunder and all other matters incidental thereto or in connection therewith and to agree to and make such variation, amendment and waiver of any of the matters relating thereto or in connection therewith.’’

By order of the Board Asiaray Media Group Limited Lam Tak Hing, Vincent Chairman

Hong Kong, 7 December 2016

Notes:

1. The register of members of the Company will be closed from Tuesday, 20 December 2016 to Thursday, 22 December 2016, both days inclusive, during which period no transfer of shares will be registered. In order to attend the EGM, all transfer of shares, accompanied by the relevant share certificates and transfer forms, must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Monday, 19 December 2016.

2. A shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint one or more proxy(ies) (if he/she/it is the holder of two or more shares) to attend and on a poll, vote instead of him/ her/it at the EGM that the appointment shall specify the number and class of shares in respect of which such proxy is so appointed. A proxy need not be a member of the Company.

3. A form of proxy for use at the meeting is enclosed. Whether or not you intend to attend the meeting in person, you are requested to complete, sign and return the form of proxy in accordance with the instructions printed thereon. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

4. In order to be valid, the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of authority, must be lodged with the Company’s branch share registrar 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 EGM or any adjournment thereof.

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1. Where there are joint registered holders of any shares, any one of such joint holders may vote, either in person or by proxy in respect of such shares as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of the shares shall be accepted to the exclusion of the votes of the other registered holders.

As at the date of this notice, the Company ’ s executive directors are Mr. Lam Tak Hing, Vincent, Mr. So Chi Man and Mr. Lam Ka Po; the non-executive director is Mr. Yung Chung Man; and the independent non-executive directors are Mr. Ma Andrew Chiu Cheung, Mr. Ma Ho Fai SBS JP and Dr. Chan Chi Fai Andrew SBS JP.

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