Tsun Yip Holdings Limited — Proxy Solicitation & Information Statement 2011

Nov 21, 2011

TSUN YIP HOLDINGS LIMITED 進 業 控 股 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8356)

PROXY FORM

Form of proxy for use by the shareholders of Tsun Yip Holdings Limited (進業控股有限公司) (the “Company”) at the extraordinary general meeting (the “Meeting”) to be convened at 10:00 a.m on Tuesday, 6 December 2011 at Kennedy Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong (or any adjournment thereof).

I/We[(Note][a)]

of

being the registered holder(s) of

, (Note b) share(s) of HK$0.001 each in the share capital of

the Company (the ‘‘Shares’’ and each, a ‘‘Share’’) hereby appoint

of

to act as my/our proxy[(Note][c)] at the Meeting to be held at 10:00 a.m. on Tuesday, 6 December 2011 at Kennedy Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong and at any adjournment thereof and to vote on my/our behalf as directed below.

Please tick (‘‘✓’’) in the appropriate boxes to indicate how you wish your vote(s) to be cast[(Note][d)] .

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ORDINARY RESOLUTIONS FOR AGAINST
1. (a) To approve, confirm and ratify the acquisition agreement date 6 September 2011 and supplemented and
amended(together,XinhuaSatelliteNewsTVbytheDevelopmenttwoNetwork‘‘AcquisitionsupplementalCo.,LimitedLimitedAgreementagreements(as(‘‘China’’vendors,) entereddatedXinhuacollectively10intoNNCOctoberamong’’),theProud2011the‘‘VendorsCompanyGloryand 26’’Investments), Octoberin(asrelationpurchaser)2011,Limitedto therespectivelyandandsaleChinaAPTand
purchase of the entire issued share capital of Xinhua TV Asia-Pacific Operating Co., Limited at an
aggregate consideration of HK$700,000,000 and the transactions contemplated thereunder;
(b) to approve the allotment and issuance of 474,335,664 new Share (each, a ‘‘Consideration Share’’)
credited as fully paid at an issue price of approximately HK$0.196 per Consideration Share to China
Xinhua NNC pursuant to the terms and conditions of the Acquisition Agreement;
(c) HK$607,030,210to approve the issue(theby‘‘Convertiblethe CompanyBondsof the’’) andconvertiblethe allotmentbonds andto theissuanceVendorsof Sharesin the principalupon conversionamount ofof
the Convertible Bonds pursuant to the respective terms and conditions of the Acquisition Agreement and
the Convertible Bonds; and
(d) to authorise any one or more of the directors of the Company to implement and give effect to the
Acquisition Agreement and transactions contemplated thereunder.
2. Subject to passing of resolution (1), to appoint Mr. Wu Jin Cai (吳錦才) as an executive director of the Company
from the date on which completion of the Acquisition Agreement takes place.
3. Subject to passing of resolution (1), to appoint Mr. Zou Chen Dong (鄒陳東) as an executive director of the
Company from the date on which completion of the Acquisition Agreement takes place.
4. Subject to passing of resolution (1), to appoint Ms. Wu Xu Hong (吳旭紅) as an executive director of the
Company from the date on which completion of the Acquisition Agreement takes place.
5. Subject to passing of resolution (1), to appoint Ms. Liang Hui (梁慧) as a non-executive director of the Company
from the date on which completion of the Acquisition Agreement takes place.
6. Subject to and conditional upon Listing Committee of The Stock Exchange of Hong Kong Limited granting listing
of,maySchemeandbe ’’permissiongranted): underto dealthe sharein, theoptionsharesschemeof the adoptedCompanybytothebeCompanyissued pursuanton 11 Augustto the exercise2010 (theof ‘‘optionsShare Optionwhich
(a) to approval the refreshment of general limit in respect of the grant of options under the Share Option
Scheme; and
(b) to authorise the Directors to offer or grant options pursuant to the Share Option Scheme within the
refreshed limit and to exercise all powers of the Company to allot and issue shares upon exercise of such
options.
Date this day of 2011
Shareholder’s signature x x [(Notes] [e,] [f,] [g] [and] [h)]
Notes:
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• a. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS. The names of all joint holders should be stated. b. Please insert the number of shares of the Company 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. Please insert the name and address of the proxy desired in the space provided. A member of the Company who is the holder of two or more shares may appoint more than one proxy to attend and vote on his/her behalf at the Meeting provided that if more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.

• d. ‘‘IfAgainstyou wish’’. Iftothisvoteformfor anyreturnedof theisresolutionsduly signedsetbutoutwithoutabove,specificplease tickdirection(‘‘✓’’)ontheanyboxofmarkedthe proposed‘‘For’’.resolutions,If you wishtheto proxyvote againstwill voteanyorresolutions,abstain at his/herplease tickdiscretion(‘‘✓’’)intherespectbox markedof the resolution; 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 that set out in the notice convening the Meeting. On a poll every member of the Company present in person (in the case of a member being a corporation, by its duly authorised representative) or by proxy shall have one vote for every fully paid share of which he/she is the holder. A person entitled to more than one vote on a poll need not use all his/her votes or cast all the votes he/she uses in the same way.

• 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 holders are present at the Meeting, whether in person or by proxy, that the senior joint holder whose name stands first on the register of members of the Company 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 of the Company, 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. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish.

• g. beTo depositedbe valid, thisat theformCompanyof proxy’s branchtogethersharewith registrarany powerin ofHongattorneyKong,orTricorother authorityInvestor Services(if any) underLimitedwhichat 26thit isFloor,signedTesburyor a notariallyCentre,certified28 Queencopy’s Roadof suchEast,powerWanchai,or authorityHong Kongmust not later 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.