Proxy Form for Extraordinary General Meeting to be held on Friday, 23 April 2021 at 11:30 a.m. (or at any adjourned meeting thereof)

Asiaray Media Group Limited ඩ˻ၪෂదණྠϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1993)

Proxy Form for Extraordinary General Meeting to be held on Friday, 23 April 2021 at 11:30 a.m. (or at any adjourned meeting thereof)

I/We 1 of being the registered holder(s) of 2 shares of Asiaray Media Group Limited (the "Company") hereby appoint 3 the Chairman of the Meeting or of as my/our proxy to vote and act for me/us at the extraordinary general meeting of the Company (the "Meeting") (and at any adjournment thereof) to be held at 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Friday, 23 April 2021 at 11:30 a.m. for the purpose of considering and, if thought fit, passing the resolution set out in the notice convening the Meeting as indicated below.

Please indicate with a "✔" in the spaces provided how you wish your votes to be cast for each of the following resolution proposed to be transacted at the Meeting. Should this form of proxy be returned duly signed but without a specific direction, the proxy will vote or abstain at his/her discretion.

Ordinary Resolution

FOR 4

AGAINST 4

(a)
(b)
Date	Signature(s) 6
Notes:
1.	Full name(s) and address(es) (as shown in the register of members of the Company) to be inserted in BLOCK CAPITALS.
2.	Please insert the number of shares of the Company to which this form of proxy relates 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 Company registered in your name(s).
3.	You are entitled to appoint a proxy of your own choice. If any proxy other than the Chairman of the Meeting is preferred, strike out the words "the Chairman of the Meeting
or" and insert the name and address of the proxy desired in the space provided. 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, but must attend the Meeting in person to represent you.
4.	IMPORTANT: IF YOU WISH TO VOTE FOR THE ABOVE RESOLUTION(S), TICK THE APPROPRIATE BOX(ES) MARKED "FOR". IF YOU WISH TO VOTE AGAINST
THE ABOVE RESOLUTION(S), TICK THE APPROPRIATE BOX(ES) MARKED "AGAINST". Failure to complete any or all the boxes will entitle your proxy to cast his/her
votes at his/her discretion.
5.	The full texts of the ordinary resolution appear in the notice of the extraordinary general meeting contained in the circular to the shareholders of the Company dated
Wednesday, 31 March 2021.
6.	This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand
of an officer, attorney or other person duly authorised to sign the same.
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 and transfer office at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time for the
holding of the Meeting or any adjournment thereof.
8.	In the case of joint holders of a share, any one of such holders may attend and vote at the Meeting either personally or by proxy in respect of the share as if he was solely entitled
thereto, but if more than one of such joint holders be present at the Meeting personally or by proxy, the holder whose name stands first in the register of members of the
Company shall alone be entitled to vote in respect thereof.
9.	The proxy need not be a member of the Company but must attend the Meeting in person to represent you.
10.	Completion and delivery of this form of proxy will not preclude you from attending at the Meeting or any adjournment thereof and voting in person if you so wish and in such
event, the form of proxy will be deemed to be revoked.
11.	Any alteration made in this form of proxy must be initialed by the person who signs it.
PERSONAL INFORMATION COLLECTION STATEMENT
(i)	"Personal Data" in this statement has the same meaning as "personal data" in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong ("PDPO").
(ii)	Your Personal Data is supplied to the Company on a voluntary basis. Failure to provide sufficient information may render the Company not able to process your instructions
and/or request as stated in this form of proxy.
(iii)	Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, its share registrar, and/or other companies or bodies for any of the stated purposes, and
retained for such period as may be necessary for verification and record purposes.
(iv)	You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction
of your Personal Data should be in writing and sent to the Personal Data Privacy Officer of the Company's share registrar.

the acquisition agreement dated 22 January 2021 entered into between the Company and Mr. Lam Tak Hing ("Mr. Lam") (the "Acquisition Agreement") in relation to the acquisition of

• (i) the Sale Share, representing 100% of the issued share capital of the Target Company; and

• (ii) the Sale Loan in the sum of approximately HKD38,200,000 at the Consideration of approximately HKD122,700,000. The Consideration of the Acquisition Agreement will be satisfied by the issuance of the perpetual subordinated convertible securities in the principal amount in full. A copy of the Acquisition Agreement dated 22 January 2021 have been produced to the meeting and marked "A", and initialed by the Chairman of the meeting for identification purpose and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

any one director of the Company be and is hereby authorized to execute on behalf of the Company all such documents (to affix the common seal thereon, if necessary), take such actions and do such things he deems necessary, desirable or expedient for the implementation of, giving effect to or otherwise in connection with the Acquisition Agreement and the transactions contemplated thereunder.