Asiaray Media Group Limited — Proxy Solicitation & Information Statement 2023

Apr 28, 2023

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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 2023 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” and the “Shares”, respectively), 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 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Friday, 2 June 2023 at 11:30 a.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.

		ORDINARY RESOLUTIONS (Note 5)	ORDINARY RESOLUTIONS (Note 5)	FOR (Note 4)	FOR (Note 4)	AGAINST (Note 4)	AGAINST (Note 4)
1.		To receive and consider the audited consolidated financial statements and the reports of the
		directors and auditor of the Company for the year ended 31 December 2022.
2.		(a)To re-elect Ms. Wu Xiaopin as a non-executive director of the Company.
		(b)To re-elect Mr. Ma Andrew Chiu Cheung as an independent non-executive director of
		the Company.
		(c)To re-elect Ms. Mak Ka Ling as an independent	non-executive director of the
		Company.
3.		To authorise the board of directors of the Company to fix the remuneration of the directors
		of the Company.
4.		To re-appoint PricewaterhouseCoopers as the independent	auditor of the Company and to
		authorise the board of directors of the Company to fix their remuneration.
5.		To grant a general mandate to the directors of the Company to allot, issue and		otherwise
		deal with additional Shares.
6.		To grant a general mandate to the directors of the Company to repurchase Shares.
7.		To extend the general mandate to the directors of the Company to allot, issue and		otherwise
		deal with additional Shares by adding thereto the Shares repurchased.
		SPECIAL RESOLUTIONS (Note 5)
8.		To adopt the amended and restated memorandum and	articles of association of the
		Company as set out in resolution no. 8 of the notice of annual general meeting.

Date:

Signature [(Note][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 HK$0.10 each in the capital 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 capital of the Company registered in your name(s).

3. You are entitled to appoint a proxy of your own choice. If any proxy other than the Chairman of the meeting is preferred, strike out the words “the Chairman of the meeting or” and insert the name and address of the proxy desired in the space provided. 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. The full texts of the ordinary resolution appear in the notice of the annual general meeting contained in the circular to the shareholders of the Company dated 28 April 2023.

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. Any vote in respect of the resolutions to be put forward for consideration at the meeting will be taken by poll. 8. In the case of joint holders of any share, any one of such holders may attend and vote at the meeting, either personally or by proxy, in respect of such 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 of that share.

8. To be valid, this form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be deposited 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 later 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.

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 branch 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) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing and sent to the Personal Data Privacy Officer of the Company’s branch share registrar in Hong Kong.