Asiaray Media Group Limited — Proxy Solicitation & Information Statement 2016

Apr 27, 2016

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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 2016 ANNUAL GENERAL MEETING

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

of

being the registered holder(s) of[(Note][2)]

shares of HK$0.10 each in the capital of Asiaray Media Group Limited

(the ‘‘Company’’), HEREBY APPOINT the Chairman of the meeting, or[(Note][3)]

of

or failing him/her

of

as my/our proxy to attend and act for me/us and my/our behalf at the Annual General Meeting of the Company to be held at Room 1, 2401–02, 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on 1 June 2016 at 3:00 p.m. and at any adjournment thereof, to vote for me/us as hereunder indicated, or if no indication is given, as my/our proxy thinks fit.

		RESOLUTIONS	FOR(Note 4)	AGAINST (Note 4)
1.	To	receive and consider the audited consolidated financial statements and the reports
	of the directors and auditors of the Company for the year ended 31 December 2015.
2.	To	declare a final dividend for the year ended 31 December 2015.
3.	(a)	To re-elect Mr. Lam Tak Hing, Vincent as a director.
	(b)	To re-elect Mr. So Chi Man as a director.
	(c)	To re-elect Mr. Lam Ka Po as a director.
4.	To	authorizetheboardofdirectorsoftheCompanytofixthedirector’s
	remuneration.
5.	To	re-appoint PricewaterhouseCoopers as the auditors of the Company and authorise
	the	board of directors of the Company to fix their remuneration.
6.	To	grant a general mandate to the directors to issue shares in the Company.
7.	To	grant a general mandate to the directors to repurchase shares in the Company.
8.	To	extend the general mandate to the directors to issue shares in the Company.
9.	To	approve the refreshment of the scheme mandate limit of the share option scheme.

Date:

[5)] Signature[(Note] :

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 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).

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 OF THE RESOLUTIONS, PLEASE TICK IN THE RELEVANT BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST ANY OF THE RESOLUTIONS, PLEASE TICK IN THE RELEVANT BOX MARKED ‘‘AGAINST’’. Failure to tick a box will entitle your proxy to cast your vote in respect of such resolution at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those resolutions referred to above.

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

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 Shops 1712–1716, 17/F, 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. Any alteration made to this form of proxy must be initialled by the person who signs it.