China 33 Media Group Limited — Proxy Solicitation & Information Statement 2016

Mar 31, 2016

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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 annual general meeting to be held at Best Western Plus Hotel Hong Kong (Jasmine Room 3/F), 308 Des Voeux Road West, Hong Kong on 6 May 2016 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 annual general meeting (‘‘Meeting’’) of the Company or

of

to act as my/our proxy (note c) at the Meeting to be held at Best Western Plus Hotel Hong Kong (Jasmine Room 3/F), 308 Des Voeux Road West, Hong Kong on 6 May 2016 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.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll.	Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll.
ORDINARY RESOLUTIONS		FOR (note d)	AGAINST (note d)
1.	To receive and approve the audited consolidated financial statements and the reports of the directors and auditors of the Company for the year ended 31 December 2015
2.	(a) To re-elect Mr. Peng Lichun as executive director of the Company
	(b) To re-elect Mr. Ma Pun Fai as executive director of the Company
	(c) To re-elect Mr. Wang Fuqing as non-executive director of the Company
	(d) To re-elect Ms. Yu Shun Yan Verda as independent non-executive director of the Company
	(e) To re-elect Mr. Yau Kit Yu as independent non-executive director of the Company
	(f) To authorise the board of directors of the Company to fix the remuneration of the directors
3.	To re-appoint Deloitte Touche Tohmatsu as the auditors of the Company for the year ending 31 December 2016 and to authorise the board of directors of the Company to fix their remuneration
4.	To grant a general and unconditional mandate to the directors of the Company to allot, issue or otherwise deal with the unissued shares in the capital of the Company not exceeding 20% of the issued share capital of the Company
5.	To grant a general mandate to the directors of the Company to purchase the Company’s shares up to 10% of the issued share capital of the Company
6.	To add the nominal amount of the shares repurchased by the Company to the general mandate granted to the directors under resolution no. 4

Dated this day of 2016.

Shareholder’s signature X X (notes e to j)

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 Achairmanproxy needof thenotannualbe a generalmembermeetingof the Company.(‘‘MeetingIf’’) youof thewishCompanyto appointor’’ someand insertpersontheothernamethanandtheaddresschairmanof theof personthe Meetingappointedas yourin theproxy,spacepleaseprovided.deleteA thememberwordsof‘‘thethe 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 Ifboxesyou markedwish to ‘‘voteAgainstfor ’’any. Ifofthetheformresolutionsreturnedsetis dulyout above,signedpleasebut withouttick (‘‘specificP’’) the directionboxes markedon any‘‘Forof ’’the. Ifproposedyou wishresolutions,to vote againstthe proxyany ofwillthe voteresolutions,or abstainpleaseat histickdiscretion(‘‘P’’) thein 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 TomustHopewellbebevalid,depositedCentre,this form183withQueenof theproxy’sHongRoadtogetherKongEast,withbranchHonganyKongpowersharenotregistraroflessattorneythanand48ortransferotherhours authoritybeforeofficethe(‘‘(ifBranchtimeany)fixedunderRegistrarforwhichholding’’)it ofisofsignedthethe Company,Meetingor a notariallyorTricorany adjournmentcertifiedInvestorcopyServicesthereof.of suchLimitedpoweratorLevelauthority22,

h For the purpose of determining members who are qualified for attending the Meeting, the register of members of the Company will be closed from 5 May 2016 to 6 May 2016 (both days inclusive), during which period no transfer of the Shares will be effected. In order to qualify for attending the Meeting, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Branch Registrar at the above address by no later than 4:30 p.m. on 4 May 2016.

i 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.

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