Transmit Entertainment Limited — Proxy Solicitation & Information Statement 2017

Oct 20, 2017

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Pegasus Entertainment Holdings Limited 天 馬 影 視 文 化 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1326)

PROXY FORM

Form of proxy for use by Shareholders at the annual general meeting to be held at 1804A, 18/F., Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on 23 November 2017 at 11:00 a.m. (or any adjournment thereof)

I/We (note a) of being the holder(s) of (note b) share(s) of HK$0.0025 each of Pegasus Entertainment Holdings Limited (the ‘‘Company’’) hereby appoint the Chairman of the annual general meeting (the ‘‘Meeting’’) of the Company or of to act as my/our proxy (note c) at the Meeting to be held at 1804A, 18/F., Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on 23 November 2017 at 11:00 a.m. and at any adjournment thereof and vote on my/our behalf as directed below. Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast in respect of such resolutions as hereunder indicated (note d).

			FOR	AGAINST
	1.	To receive and consider the audited financial statements and the reports of the directors and the auditor of the Company for the year ended 30 June 2017.
	2.	(a) To re-elect Mr. Lo Eric Tien-cheuk as an independent non-executive director of the Company.
		(b) To re-elect Mr. Tang Kai Kui Terence as an independent non-executive director of the Company.
		(c) To authorise the board of directors of the Company to fix the remuneration of the directors.
	3.	To re-appoint Deloitte Touche Tohmatsu as the auditor of the Company and authorise the board of directors of the Company to fix their remuneration.
	4.	To grant a general and unconditional mandate to the directors of the Company to allot, issue or otherwise deal with the unissued Shares of the Company and to make or grant offers, agreements and options to the extent of not more than 20% of the existing issued share capital of the Company#.
	5.	To grant a general mandate to the directors of the Company to purchase the Company’s Shares to the extent of 10% of the issued share capital of the Company#.
	6.	Conditional on the passing of resolutions numbered 4 and 5, to extend the Issue Mandate under resolution numbered 4#.

Full text of the relevant resolution is set out in the notice dated 20 October 2017 convening the Meeting.

Dated Shareholder’s signature (notes e, f, g and h)

Notes:

• a. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS. 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. Awordsproxy‘‘theneedChairmannot be aofmemberthe annualof thegeneralCompany.meetingIf you(the wish‘‘Meetingto appoint’’) of thesomeCompanyperson orother’’ andthaninsertthe theChairmanname andof theaddressMeetingof theas personyour proxy,appointedpleaseproxydeletein thethe space provided.

• d. Ifpleaseyou tickwish(‘‘toPvote’’) theforboxa resolutionmarked ‘‘AGAINSTset out above,’’ againstpleasesuchtickresolution.(‘‘P’’) theIfboxthe formmarkedreturned‘‘FOR’’is againstduly signedsuchbutresolution.without specificIf you wishdirectionto voteon againstany of thea resolution,proposed resolutions, the proxy will vote or abstain at his 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 discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those set out in the notice convening the Meeting.

• e. In the case of a 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 attorney duly authorised in writing, or if the shareholder is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

• g. powerLevelTo be 22,valid,or authorityHopewellthis formmustCentre,ofbeproxydeposited183 Queentogetherat’s theRoadwithofficesEast,any powerofHongthe ofCompanyKongattorneynot’slaterHongor otherthanKong48authorityhoursbranchbefore(ifshareany)theregistrarundertime whichofandthetransferMeetingit is signedoffice,or anyorTricoraadjournednotariallyInvestormeeting.certifiedServicescopyLimited,of suchat h. Any alteration made to this form should be initialled by the person who signs the form.

• i. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish.