SinoMedia Holding Limited — Proxy Solicitation & Information Statement 2018

Apr 27, 2018

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”)

PROXY FORM FOR THE ANNUAL GENERAL MEETING

I/We(1) of

(2)

being the registered holder(s) of appoint the Chairman of the annual general meeting of the Company, or of

ordinary shares in the capital of the Company hereby (3)

as my/our proxy to attend and vote for me/us in my/our name and on my/our behalf at the annual general meeting of the Company (“ Meeting ”) to be held at Level 3, Three Pacific Place, 1 Queen’s Road East, Admiralty, Hong Kong on 8 June 2018, Friday, at 3:00 p.m. (and at any adjournment thereof) for the purpose of considering, and if thought fit, passing the resolutions as set out in the notice convening the Meeting (“ Notice ”) and at such Meeting (and any adjournment thereof) vote for me/us in my/our name(s) and on my/our behalf in respect of the following resolutions as indicated below; and if no such indication is given, as my/our proxy(ies) think(s) fit:

	ORDINARY RESOLUTIONS	FOR	(4)	AGAINST	(4)
1.	To receive and adopt the audited consolidated financial statements and the reports
	of the directors (the “Directors”) and the independent auditors (“Auditors”) of
	the Companyfor theyear ended 31 December 2017.
2.	To declare a final dividend of 8.86 HK cents per ordinary share of the Company to
	be paid out of the distributable profits to the Shareholders of the Company whose
	names appear on the register of members of the Companyon 20 June 2018.
3.	To re-appoint Messrs. KPMG as the Auditors and authorise the board of Directors
	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
	the conclusion of the annualgeneral meetingof the Companyof 2021
	(c)To re-elect Ms. Wang Xin as an independent non-executive Director until
	the conclusion of the annualgeneral meetingof the Companyof 2021
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 with
	unissued shares of the Company (the “General Mandate”) as set out in item 6 of
	the Notice
7.	To grant the buy-back mandate to the Directors to buy-back the shares of the
	Company (the “Buy-back Mandate”)as set out in item 7 of the Notice
8.	To approve the addition to the General Mandate of the number of Shares
	bought-back by the Company under the prevailing Buy-back Mandate as set out in
	item 8 of the Notice

Signature(5)(6)(7)(8)

Dated

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS as shown in the register of members of the Company. The name of all joint holders should be stated.

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 Meeting, or” and insert the name and address of the person you wish to appoint in BLOCK CAPITALS in the space provided. If you are a holder of two or more shares of the Company, you may appoint one or more proxies to attend and vote at the Meeting. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE INDICATE WITH A “ 3 ” IN THE APPROPRIATE BOX(ES) MARKED “FOR” BESIDE THE RESOLUTION. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE INDICATE WITH A “ 3 ” IN THE APPROPRIATE BOX(ES) MARKED “AGAINST” BESIDE THE RESOLUTION. In the absence of any such indication, the proxy(ies) will be entitled to cast his/her vote(s) or will abstain at his/her discretion. Your proxy(ies) will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the Notice.

5. The 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 under seal or under the hand of an officer or attorney duly authorised.

6. In the case of joint holders of shares, 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 of the Company. Several executors and administrators of a deceased member in whose name any share stands shall for such purpose be deemed joint holders thereof.

7. To be valid, this proxy form together with the power of attorney (if any) 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 in Hong Kong at Boardroom Share Registrars (HK) Limited, at 2103B, 21/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 holding the Meeting or any adjournment thereof.

8. A proxy need not be a member of the Company, but must attend the Meeting in person to represent you. A proxy shall be entitled to exercise the same powers on behalf of a member who is an individual and for whom he/she acts as proxy as such member could exercise. In addition, a proxy shall be entitled to exercise the same powers on behalf of a member which is a corporation and for which he/she acts as proxy as such member could exercise if it were an individual member.

9. Completion and delivery of the proxy form will not preclude you from attending and voting at the Meeting if you so wish. 10. The Company reserves its right to treat any proxy form which has been incorrectly completed in some manner as valid if such incorrectness is considered by the Company, at its absolute discretion, not material.

10. A member or his/her/its proxy should produce proof of identity when attending the Meeting. If a corporate member appoints its representative to attend the Meeting, such representative should produce proof of identity and a copy of the resolution of the board of directors or other governing body of that member appointing such representative to attend the Meeting.

PERSONAL INFORMATION COLLECTION STATEMENT

“Personal Data” in this proxy form has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Cap 486 of the laws of Hong Kong (“ PDPO ”), which includes the name(s) and address(es) of you and your proxy(ies).

Your supply of all Personal Data, including but not limited to the name(s) and address(es) of you and your proxy(ies), is on a voluntary basis. Personal Data of you and your proxy(ies) provided in this proxy form will be used for the purpose of and in connection with processing your request for the appointment of a proxy (or proxies) to attend, act and vote on your behalf as directed above at the Meeting of the Company (the “ Purposes ”). However, we may not be able to process your request unless you provide us with Personal Data of you and your proxy(ies). We may disclose to and/or transfer Personal Data of you and your proxy (or proxies) to the Company’s share registrar, Boardroom Share Registrars (HK) Limited, our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request for the Personal Data or are otherwise relevant for the Purposes and need to receive the Personal Data. The Personal Data of you and your proxy(ies) will be retained for such period as may be necessary to fulfil the Purposes and for our verification and record purposes. By providing the Personal Data of your proxy(ies) in this proxy form, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy(ies) in using his/her Personal Data provided in this proxy form and that you have informed your proxy(ies) of the Purposes of and the manner in which his/her Personal Data may be used. You and your proxy(ies) have the right to request access to and/or correction of the relevant Personal Data in accordance with the provisions of PDPO and any such request should be in writing by mail to the Company/Boardroom Share Registrars (HK) Limited at the above address.