One Media Group Limited — Proxy Solicitation & Information Statement 2014

Jul 4, 2014

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ONE MEDIA GROUP LIMITED 萬 華 媒 體 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 426)

Proxy Form for the Annual General Meeting to be held on Tuesday, 5 August 2014 at 9:00 a.m.

I/We[(Note][1)]

of

being the registered holder(s) of[(Note][2)] (the ‘‘Company’’), hereby appoint[(Note][3)] of or failing him of

shares of HK$0.001 each in the capital of ONE MEDIA GROUP LIMITED

or failing him, the Chairman of the meeting, to act as my/our proxy to attend and vote for me/us at the annual general meeting of the Company to be held at 15th Floor, Block A, Ming Pao Industrial Centre, 18 Ka Yip Street, Chai Wan, Hong Kong on Tuesday, 5 August 2014 at 9:00 a.m. and at any adjournment thereof as indicated below or, if no such indication is given, as my/our proxy thinks fit.

			FOR (Note 4)	AGAINST (Note 4)
	1.	To receive and consider the audited financial statements, the report of the directors and the independent auditor’s report for the year ended 31 March 2014
	2.	To declare a final dividend of HK3 cents per share for the year ended 31 March 2014
	3.	(i) To re-elect the following persons as directors:
		(a) Tan Sri Datuk Sir TIONG Hiew King
		(b) Mr. YU Hon To, David
		(c) Mr. Victor YANG
		(ii) To authorise the board of directors to fix the remuneration of directors
	4.	To re-appoint PricewaterhouseCoopers as auditor and to authorise the board of directors to fix the remuneration of auditor
	5.	Ordinary Resolution No. 5 of the Notice of Annual General Meeting (To give a general mandate to the directors to repurchase shares of the Company)
	6.	Ordinary Resolution No. 6 of the Notice of Annual General Meeting (To give a general mandate to the directors to issue new shares of the Company)
	7.	Ordinary Resolution No. 7 of the Notice of Annual General Meeting (To extend the general mandate to be given to the directors in Ordinary Resolution No. 6 to issue additional shares)

Dated: 2014 Shareholder’s Signature[(Note][5)] :

Notes:

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

2. Please insert the number of shares of HK$0.001 each registered in your name(s). If no number is inserted, this proxy form will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PLACE A ‘‘P’’ IN THE RELEVANT BOX MARKED ‘‘FOR’’ BESIDE THE APPROPRIATE RESOLUTION, IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PLACE A ‘‘P’’ IN THE RELEVANT BOX MARKED ‘‘AGAINST’’ BESIDE THE APPROPRIATE RESOLUTION. Failure to complete the boxes will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

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

6. If more than one of the joint holders are present at the meeting personally or by proxy, that one of the said persons whose name stands first on the register of members in respect of the relevant shares will alone be entitled to vote in respect of them.

7. To be valid, this proxy form together with any power of attorney or other authority (if any) under which it is signed, or notarially certified copy thereof, must be lodged with the head office of the Company at 16th Floor, Block A, Ming Pao Industrial Centre, 18 Ka Yip Street, Chai Wan, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

8. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company, but must attend the meeting in person to represent you.

9. Any alterations made in this form should be initialled by the person who signs it.

10. Completion and deposit of the proxy form will not preclude you from attending and voting at the meeting if you so wish.