SinoMedia Holding Limited — AGM Information 2016

Apr 27, 2016

SINOMEDIA HOLDING LIMITED 中視金橋國際傳媒控股有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00623)

(the “Company”)

Number of shares to which this proxy form relates(1)

PROXY FORM FOR THE ANNUAL GENERAL MEETING

I/We(2)

of

being the registered shareholder(s) of the share capital of SINOMEDIA HOLDING LIMITED, hereby appoint(3) of

or failing him/her, the Chairman of the meeting as my/our proxy to attend and vote on my/our behalf at the Annual General Meeting of the Company to be held at Level 3, Three Pacific Place, 1 Queen’s Road East, Admiralty, Hong Kong on 15 June 2016, Wednesday, at 3:00 p.m. and at any adjournment of the meeting. I/We direct that my/ our votes(s) be cast on the specified resolutions as indicated by an “3” in the appropriate boxes. In absence of any indication, the proxy may vote for or against the resolution at his/her own discretion.

	ORDINARY RESOLUTIONS	FOR(4)	AGAINST(4)
1.	To receive and adopt the audited consolidated financial statements and the reportsof the directors of the Company (“Directors”) and the independent auditors of theCompany (“Auditors”)for theyear ended 31 December 2015
2.	To declare a final dividend of 10.58 HK cents per ordinary share of the Companyto be paid out of the distributable profits to the shareholders of the Company whosenames appear on the register of members of the Companyon 30 June 2016
3.	To re-appoint Messrs. KPMG as the Auditors and to authorise the board ofDirectors to fix their remuneration
4.	(a)to re-elect Mr. Li Zongzhou as an executive Director
	(b) to re-elect Mr. Qi Daqing as an independent non-executive Director until theconclusion of the annualgeneral meetingof the Companyof 2019
	(c) to re-elect Mr. Lian Yuming as an independent non-executive Director untilthe conclusion of the annualgeneral meetingof the Companyof 2019
5.	To authorise the board of Directors to fix the Directors’ remuneration
6.	To grant the general mandate to the Directors to issue or otherwise deal withunissued shares of the Company (the “General Mandate”) as set out in item 6 ofthe Notice of Annual General Meetingdated 27 April 2016
7.	To grant the buy-back mandate to the Directors to buy back shares of theCompany (the “Buy-back Mandate”) as set out in item 7 of the Notice of AnnualGeneral Meetingdated 27 April 2016
8.	To approve the addition to the General Mandate of the number of Sharesrepurchased by the Company under the Buy-back Mandate as set out in item 8 ofthe Notice of Annual General Meetingdated 27 April 2016
9.	To amend the definition of “Expiry Date” in the share option scheme adopted bythe Company on 27 May 2008 (the “Share Option Scheme”) as set out in item 9of the Notice of Annual General Meetingdated 27 April 2016
10.	To extend the exercisable period of the options granted under the Share OptionScheme and outstanding as at the date of this resolution to the expiry of 10 yearsfrom the date ofgrant of the relevant options

Dated

• Signature(5)(6)(7)(8)

Notes:

1. If no number is inserted, this form of proxy will be deemed to be related to all the shares of the Company registered in your name.

2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS as shown in the register of members of the Company.

3. Please insert the name and address of the proxy. If no name is inserted, the Chairman of the Meeting will act as your proxy. A shareholder may appoint one or more proxies to attend the meeting and vote represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. A proxy need not be a member of the Company

4. IMPORTANT : If you wish to vote for any resolution, please indicate with a “3” in the appropriate space marked “For” beside the resolution. If you wish to vote against any resolution, please indicate with a “3” in the appropriate space marked “Against” beside the resolution. In the absence of any such indication, the proxy will vote for or against the resolution or will abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Annual General Meeting other than those referred to in the Notice convening the Annual General Meeting.

5. In the case of joint shareholders, the vote of the senior who renders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of other joint holder(s) and for this purpose seniority shall be determined by the order in which the names stand in the register of members.

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

7. To be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof must be deposited at the Company’s share registrar at Boardroom Share Registrars (HK) Limited, at 31/F, 148 Electric Road, North Point, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the Annual General Meeting or any adjournment of such meeting.

8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish.