Hony Media Group — Proxy Solicitation & Information Statement 2022

May 31, 2022

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CHINA STRATEGIC HOLDINGS LIMITED 中策集團有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 235)

Proxy form for use at the annual general meeting to be held at 3:00 p.m. on Tuesday, 28 June 2022 (or at any adjourned meeting thereof)

I/We [(Note 1)]

of

being the registered holder(s) of [(Note 2)] Limited (the “ Company ”), HEREBY APPOINT the Chairman of the annual general meeting, or [(Note 3)] of (address)

ordinary share(s) (the “ Share(s) ”) of China Strategic Holdings

and of (email address)

as my/our proxy to attend and vote for me/us at the annual general meeting of the Company to be held with a combination of an in-room meeting at Rooms 3206-3210, 32nd Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong and an online virtual meeting via electronic facilities at 3:00 p.m. on Tuesday, 28 June 2022 (the “ Meeting ”) (or at any adjourned meeting thereof) for the purpose of considering and, if thought fit, pass with or without amendments, the resolutions set out in the notice convening the Meeting and at the Meeting (or at any adjourned meeting thereof) to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated and, if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS	FOR (Note 4)	AGAINST (Note 4)
1.	To receive, consider and adopt the audited consolidated financial statements of the Company and the report of the directors and of the auditor for theyear ended 31 December 2021.
2.	(i) To re-elect Dr. Or ChingFai as Non-executive Director of the Company.
	(ii) To re-elect Ms. Ma Yin Fan as Independent Non-executive Director of the Company.
	(iii) To re-elect Mr. Chow Yu Chun, Alexander as Independent Non-executive Director of the Company.
	(iv) To authorise the Board of Directors to fix the remuneration of the directors of the Company.
3.	To re-appoint Deloitte Touche Tohmatsu as auditor of the Company and to authorise the Board of Directors to fix its remuneration.
4.	To grant a general mandate to the directors of the Company to allot, issue and deal with additional shares not exceeding 20% of the total number of shares of the Company in issue as at the date of passingof this resolution.
5.	To grant a general mandate to the directors of the Company to buy back shares not exceeding 10% of the total number of shares of the Company in issue as at the date of passing of this resolution.
6.	To extend the general mandate granted to the directors of the Company to allot, issue and deal with additional shares of the Company by adding to it the number of shares bought back by the Company.

Signature(s) [(Note 5)] :

Date:

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of Shares registered in your name(s). If no number is inserted, this proxy form will be deemed to relate to all the Shares in the Company registered in your name(s).

3. If you wish to appoint a proxy other than the Chairman of the Meeting, please strike out “the Chairman of the annual general meeting, or” and insert the name, address and email address of the person you wish to appoint in the space provided. The email address so provided will be used by the Company’s share registrar and transfer office, Tricor Standard Limited, for sending the login details for voting at the Meeting, so you and your proxy should ensure that the email address provided will be appropriately secure for this purpose. If your proxy has not received the login details by email by 3:00 p.m. on Monday, 27 June 2022, you should contact the Company’s share registrar and transfer office, Tricor Standard Limited at +852 2975 0928 or email to emeeting@hk.tricorglobal.com for assistance. ANY ALTERNATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT . A proxy need not be a member of the Company. Please note that according to the Articles of Association of the Company, a member of the Company who is the holder of two or more Shares may appoint more than one proxy to attend and vote at a general meeting of the Company. Where a shareholder of the Company appoints more than one proxy, he/she/it shall specify the proportion of his/her/its shareholdings to be represented by each proxy, failing which the nomination shall be deemed to be invalid. Given the special arrangements adopted by the Company as set out in the section headed “Special Arrangements for the AGM” of the Company’s circular dated 1 June 2022, all shareholders who wish to appoint a proxy to attend and vote at the Meeting are strongly encouraged to appoint the Chairman of the annual general meeting as their proxy.

4. IMPORTANT: If you wish to vote for any resolution, please tick the appropriate box(es) marked “For”. If you wish to vote against any resolution, please tick the appropriate box(es) marked “Against”. Failure to complete any or all the boxes will entitle your proxy to cast your votes at his/her/its discretion. Your proxy will also be entitled to vote at his/her/its discretion on any resolution properly put to the Meeting other than those referred to above.

5. This proxy form must be signed by you or your attorney duly authorised in writing. In the case of a corporation, this form must be executed either under its common seal or under the hand of an officer or attorney duly authorised.

6. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy. A member of the Company who is the holder of two or more Shares may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its behalf at the Meeting.

7. Where there are joint registered holders of any Share(s), any one of such persons may vote, either personally or by proxy, in respect of such Share(s) as if he/she/it was solely entitled thereto, but if more than one of such joint holders be attending the Meeting or by proxy, that one of the said persons so attend whose name stands first on the register of members of the Company in respect of such Share(s) shall alone be entitled to vote in respect thereof. Only ONE PAIR of log-in username and password for the e-Meeting System will be provided to the joint registered holders.

8. To be valid, this proxy form shall be (a) completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof at the Company’s share registrar and transfer office, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong; or (b) submitted electronically via https://spot-emeeting.tricor.hk by using the username and password provided on the accompanying notification letter sent to the shareholders by post on 1 June 2022, in each case as soon as possible and in any event not less than 48 hours before the time appointed for holding of the Meeting or any adjournment thereof.

9. Completion and return of this proxy form shall not preclude you from subsequently attending and voting at the Meeting if you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

10. In light of the COVID-19 pandemic, the Company is adopting special arrangements in respect of the Meeting, shareholders may attend, participate and vote at the Meeting via electronic facilities, details of which are set out in the Company’s circular dated 1 June 2022.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s), address(es) and email address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting (the “ Purposes ”). We may transfer your and your proxy’s (or proxies’) name(s), address(es) and email address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s), address(es) and email address(es) will be retained for such period as may be necessary to fulfill the Purposes. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Tricor Standard Limited at the above address.