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Meta Media Holdings Limited Proxy Solicitation & Information Statement 2013

Apr 10, 2013

48919_rns_2013-04-10_11822d3f-b11e-4635-bbd5-e9655df42aa7.pdf

Proxy Solicitation & Information Statement

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==> picture [92 x 32] intentionally omitted <==

MODERN MEDIA HOLDINGS LIMITED 現代傳播控股有限公司

(incorporated in the Cayman Islands with limited liability)

(stock code: 72)

PROXY FORM

Form of proxy for use by shareholders at the annual general meeting of the Company to be held at Boardroom 6, Mezzanine Floor, Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong on Wednesday, 15 May 2013 at 3p.m.

I/We [(note][a)]

of

(note b) shares of HK$0.01 each

being the holder(s) of shares of HK$0.01 each of Modern Media Holdings 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 Boardroom 6, Mezzanine Floor, Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong on Wednesday, 15 May 2013 at 3p.m. and at any adjournment thereof and to vote on my/our behalf in respect of the resolutions set out in the notice (“ Notice ”) of the Meeting dated 10 April 2013 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 [(note][d)] .

ORDINARY RESOLUTIONS FOR FOR AGAINST AGAINST
1. To receive and approve the audited consolidated financial statements and the reports of the
directors and independent auditors of the Company for the year ended 31 December 2012.
2. To declare a final dividend for the year ended 31 December 2012.
3.1 To re-elect Mr. Shao Zong as executive director of the Company.
3.2 To re-elect Mr. Wong Shing Fat as executive director of the Company.
3.3 To re-elect Mr. Cui Jianfeng as executive director of the Company.
3.4 To re-elect Mr. Cheng Chi Kong as non-executive director of the Company.
3.5 To authorise the board of directors of the Company to fill vacancies on the board of
directors and to fix (which authority may be further delegated to its duly authorised
committee) the directors’ remuneration.
4. To re-appoint the Company’s independent auditors and to authorise the board of directors
to fix their remuneration.
5. To grant a general mandate to the directors of the Company to allot, issue and otherwise
deal with the Company’s shares
6. To grant a general mandate to the directors of the Company to purchase the Company’s
shares.
7. To add the nominal amount of the shares repurchased by the Company to the mandate
granted to the directors under resolution no. 5

Date: the day of 2013 Shareholder’s signature: [(notes][e,][f,][g][and][h)]

Notes:

a Full name(s) and address(es) are to be inserted in BLOCK CAPITALS . The name of all joint 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 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 annual general meeting (“ Meeting ”) of the Company or” and insert the name and address of the person appointed proxy in the space provided.

  • 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 this form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his/her 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/her discretion. A proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting or any adjourned meeting.

e In the case of joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holders whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

f The form of proxy must be signed by a shareholder, or his/her attorney duly authorised in writing, or if the shareholder is a corporation, either under its common seal or under the hand of an officer or attorney so 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 at the Company’s Hong Kong branch share registrar and transfer office, 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 of the Meeting or any adjourned meeting.

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