Asiaray Media Group Limited — Proxy Solicitation & Information Statement 2017

Nov 29, 2017

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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)

Proxy Form for Extraordinary General Meeting to be held

on Friday, 15 December 2017 at 11:00 a.m. (or at any adjourned meeting thereof)

I/We[1]

of

being the registered holder(s) of[2]

shares of Asiaray Media Group Limited (the ‘‘Company’’) hereby

appoint[3] the Chairman of the Meeting or

of

as my/our proxy to vote and act for me/us at the extraordinary general meeting of the Company (the ‘‘Meeting’’) (and at any adjournment thereof) to be held at 16th Floor, Kornhill Plaza — Office Tower, 1 Kornhill Road, Quarry Bay, Hong Kong on Friday, 15 December 2017 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the resolution set out in the notice convening the Meeting as indicated below.

Please indicate with a ‘‘P’’ in the spaces provided how you wish your votes to be cast for each of the following resolution proposed to be transacted at the Meeting. Should this form of proxy be returned duly signed but without a specific direction, the proxy will vote or abstain at his/ her discretion.

• Ordinary Resolution FOR[4] AGAINST[4]

• (a) To approve, confirm and ratify the subscription agreement dated 7 September 2017 entered into between the Company and Space Management Limited (the ‘‘Subscriber’’) as amended and supplemented on 10 November 2017 (the ‘‘Subscription Agreement’’) in relation to the issue of the perpetual subordinated convertible securities in the principal amount of HKD50,000,000 convertible into Conversion Shares at the initial Conversion Price of HKD3.54 per Conversion Share (subject to adjustments) in two tranches at the face value of HKD30,000,000 and HKD20,000,000 respectively (a copy of the subscription agreement dated 7 September 2017 and the supplemental agreement dated 10 November 2017 have been produced to the meeting and marked ‘‘A’’ and ‘‘B’’ respectively, and initialed by the Chairman of the meeting for identification purpose) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified[5] ; and

• (b) To authorise any one director of the Company to execute all such documents (to affix the common seal thereon, if necessary), take such actions and do such things he deems necessary, desirable or expedient for the implementation of, giving effect to or otherwise in connection with the Subscription Agreement and the transactions contemplated thereunder[5] .

Date Signature(s)[6]

Notes:

1. Full name(s) and address(es) (as shown in the register of members of the Company) to be inserted in BLOCK CAPITALS.

2. Please insert the number of shares of the Company to which this form of proxy relates 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).

3. Youor’’ andare insertentitledthetonameappointanda addressproxy ofofyourthe proxyown choice.desiredIfinanytheproxyspaceotherprovided.than theANYChairmanALTERATIONof the MeetingMADEisTOpreferred,THIS FORMstrike outOFthePROXYwords ‘‘MUSTthe ChairmanBE INITIALLEDof the MeetingBY THE PERSON WHO SIGNS IT. A proxy need not be a member of the Company, but must attend the Meeting in person to represent you.

4. AGAINSTIMPORTANT:THEIFABOVEYOU WISHRESOLUTION(S),TO VOTE FORTICKTHETHEABOVEAPPROPRIATERESOLUTION(S),BOX(ES)TICKMARKEDTHE APPROPRIATE‘‘AGAINST’’. BOX(ES)Failure to MARKEDcomplete any‘‘FORor all’’. IFtheYOUboxesWISHwill entitleTO VOTEyour proxy to cast his/her votes at his/her discretion.

5. The full texts of the ordinary resolution appear in the notice of the extraordinary general meeting contained in the circular to the shareholders of the Company dated 30 November 2017.

6. 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, attorney or other person duly authorised to sign the same.

7. Toat thebe Companyvalid, this’sformshareofregistrarproxy, togetherand transferwithofficethe powerat 17Mof Floor,attorneyHopewellor otherCentre,authority183(ifQueenany) ’unders RoadwhichEast, itWanchai,is signedHongor a Kongnotariallynot lesscertifiedthan copy48 hoursthereof,beforemustthebetimedepositedfor the holding of the Meeting or any adjournment thereof.

8. In the case of joint holders of a share, any one of such holders may attend and vote at the Meeting either personally or by proxy in respect of the share as if he was 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 thereof.

9. The proxy need not be a member of the Company but must attend the Meeting in person to represent you. 10. Completion and delivery of this form of proxy will not preclude you from attending at the Meeting or any adjournment thereof and voting in person if you so wish and in such event, the form of proxy will be deemed to be revoked.

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

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) ‘‘Personal Data’’ in this statement has the same meaning as ‘‘personal data’’ in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (‘‘PDPO’’). (ii) Your Personal Data is supplied to the Company on a voluntary basis. Failure to provide sufficient information may render the Company not able to process your instructions and/or request as stated in this form of proxy.

• (iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, its share registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for verification and record purposes.

• (iv) ofYouyourhavePersonalthe rightDatato requestshould accessbe in writingto and/orandcorrectionsent to theofPersonalyour PersonalData PrivacyData in Officeraccordanceof thewithCompanythe provisions’s share ofregistrar.the PDPO. Any such request for access to and/or correction