China 33 Media Group Limited — Proxy Solicitation & Information Statement 2011

Sep 22, 2011

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(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8087)

PROXY FORM

Form of proxy for use by shareholders at the extraordinary general meeting to be held at 3/F, Nexxus Building, 77 Des Voeux Road Central, Hong Kong on 14 October 2011 at 10:30 a.m. (or any adjournment thereof)

I/We[(] [note][a][)] of being the holder(s) of ( note b ) shares (“ Shares ”) of US$0.001 each of China 33 Media Group Limited (“ Company ”) hereby appoint the chairman of the extraordinary general meeting (“ Meeting ”) of the Company or of to act as my/our proxy[(] [note][c][)] at the Meeting to be held at 3/F, Nexxus Building, 77 Des Voeux Road Central, Hong Kong on 14 October 2011 at 10:30 a.m. and at any adjournment thereof and to vote on my/our behalf as directed below.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll.

ORDINARY RESOLUTION FOR(note d) AGAINST(note d) 1 To approve the five transfer agreements dated 2 September 2011 and entered into between (i) Hongkong Ao Shen Investment Co., Limited and Aoshen Technology Service (Fuzhou) Co., Ltd. as vendors; (ii) Mr. Lin Pintong and Mr. Ruan Deqing as purchasers; and (iii) each of Beijing Lvban Media Advertising Co., Ltd., Chengdu Lvban Advertising Co., Ltd., Guangzhou Lvban Advertising Co., Ltd., Jinan Lvban Advertising Co., Ltd. and Shanghai Lvban Culture Transmission Co., Ltd. and the transactions contemplated thereby

Dated this day of 2011.

Shareholder’s signature

( notes e to i )

Notes:

• a. Full name(s) and address(es) are to be inserted in BLOCK CAPITAL LETTERS . The names of all joint registered holders should be stated.

• b. Please insert the number of Shares 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 share capital of the Company registered in your name(s).

• c. A proxy need not be a member of the Company. If you wish to appoint some person other than the chairman of the Meeting as your proxy, please delete the words “the chairman of the extraordinary general meeting (“ Meeting ”) of the Company or” and insert the name and address of the person appointed in the space provided. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint in written form one or, if he is the holder of two or more Shares, more proxies to attend and vote instead of him.

• d. If you wish to vote for any of the resolutions set out above, please tick (“✓”) the boxes marked “For”. If you wish to vote against any of the resolutions, please tick (“✓”) the boxes marked “Against”. If the form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion.

• e. In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

• f. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

• g. To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding of the Meeting or any adjournment thereof.

• h. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

• i. Any alteration made to this form should be initialled by the person who signs the form.