China 33 Media Group Limited — Proxy Solicitation & Information Statement 2017

Apr 10, 2017

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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 18 May 2017 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 18 May 2017 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 RESOLUTIONS	ORDINARY RESOLUTIONS	FOR(note d)	AGAINST(note d)
	1.	To receive and approve the audited consolidated financial statements and thereports of the directors and auditors of the Company for the year ended 31December 2016
	2.	(a)To re-elect Mr. Ruan Deqing as executive director of the Company
		(b)To re-elect Ms. Tay Sheve Li as independent non-executive director ofthe Company
		(c)To authorise the board of directors of the Company to fix theremuneration of the directors
	3.	To re-appoint Deloitte Touche Tohmatsu as the auditors of the Company forthe year ending 31 December 2017 and to authorise the board of directors ofthe Company to fix their remuneration
	4.	To grant a general and unconditional mandate to the directors of theCompany to allot, issue or otherwise deal with the unissued shares in thecapital of the Company not exceeding 20% of the total number of issuedshares of the Company
	5.	To grant a general mandate to the directors of the Company to purchase theCompany’s shares up to 10% of the total number of issued shares of theCompany
	6.	To add the number of the shares repurchased by the Company to the generalmandate granted to the directors under resolution no. 4
	7.	To approve the refreshment of the existing scheme limit under the shareoption scheme of the Company.

Dated this day of 2017.

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

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 chairmanA proxy needof thenotannualbe a membergeneral meetingof the Company.(‘‘MeetingIf ’’you) ofwishthe Companyto appointorsome’’ andpersoninsert otherthe namethan andthe chairmanaddress ofofthethepersonMeetingappointedas your inproxy,the spacepleaseprovided.delete theA wordsmember‘‘theof 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’’) wishthe boxesto votemarkedfor any‘‘Againstof the’’resolutions. If the formsetreturnedout above,is dulypleasesignedtick but(‘‘✓without’’) the boxesspecificmarkeddirection‘‘Foron’’. anyIf youof thewishproposedto vote resolutions,against any ofthetheproxyresolutions,will votepleaseor abstaintick 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 authorityLevelTo be 22,valid,mustHopewellthisbeformdepositedCentre,of proxy183withtogetherQueenthe Hong’s withRoadKonganyEast,branchpowerHongshareofKongattorneyregistrarnot orlessotherandthantransferauthority48 hoursoffice(ifbeforeany)(‘‘BranchtheundertimeRegistrarwhichfixeditforis’’)holdingsignedof theorCompany,ofathenotariallyMeetingTricorcertified(i.e.Investorby copy10:30Servicesofa.m.suchonLimitedpower16 Mayorat 2017) or any adjournment thereof.

• 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 15 May 2017 to 18 May 2017 (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 12 May 2017.

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.

• k All times and dates specified herein refer to Hong Kong local times and dates.