Media Asia : PROPOSED GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser for independent advice.

If you have sold or transferred all your shares in Media Asia Group Holdings Limited, you should at once hand this circular to the purchaser(s) or the transferee(s) or to the licensed securities dealer, registered institution in securities, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

Media Asia Group Holdings Limited

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 8075)

PROPOSED GENERAL MANDATES

TO ISSUE SHARES AND REPURCHASE SHARES

Capitalised terms used on this cover page shall have the same meanings as those defined in the section headed "Definitions" in this circular.

The notice convening the AGM to be held at Kellett Rooms II and III, 3rd Floor, The Excelsior, Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong on Friday, 21 December 2018 at 9:15 a.m. is set out on pages 117 to 120 of the Annual Report. If you do not intend to attend the AGM but wish to exercise your voting rights as a Shareholder, you are requested to complete the form of proxy enclosed with the Annual Report in accordance with the instructions printed thereon and deposit the same at the office of the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish. In that event, your form of proxy will be deemed to have been revoked.

This circular will remain on the "Latest Company Announcements" page of the GEM website atwww.hkgem.comfor at least 7 days from the date of its publication and on the website of the Company atwww.mediaasia.com.

31 October 2018

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

DEFINITIONS

In this circular, the following expressions shall have the meanings set out below unless the context requires otherwise:

"AGM"	annual general meeting of the Company to be held at Kellett
Rooms II and III, 3rd Floor, The Excelsior, Hong Kong, 281
Gloucester Road, Causeway Bay, Hong Kong on Friday, 21
December 2018 at 9:15 a.m. or any adjournment thereof
"Annual Report"	annual report of the Company for the year ended 31 July 2018
"Board"	the board of Directors
"Bye-laws"	the bye-laws of the Company
"close associate(s)"	has the meaning ascribed to it under the GEM Listing Rules
"Company"	Media Asia Group Holdings Limited, an exempted company
incorporated in the Cayman Islands and continued in Bermuda
with limited liability, the shares of which are listed and traded
on GEM (Stock Code: 8075)
"controlling shareholder"	has the meaning ascribed to it under the GEM Listing Rules
"core connected person(s)"	has the meaning ascribed to it under the GEM Listing Rules
"Director(s)"	the director(s) of the Company
"GEM"	GEM operated by the Stock Exchange
"GEM Listing Rules"	the Rules Governing the Listing of Securities on GEM
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of The People's
Republic of China
"Issue Mandate"	a general and unconditional mandate proposed to be granted
to the Directors at the AGM to exercise the powers of the
Company to allot, issue and deal with additional Shares not
exceeding 20% of the number of the issued Shares as at the
date of the AGM
"Latest Practicable Date"	25 October 2018, being the latest practicable date prior to the
printing of this circular for the purpose of ascertaining certain
information contained herein

DEFINITIONS
"Perfect Sky"	Perfect Sky Holdings Limited, a company incorporated in the
British Virgin Islands with limited liability and the controlling
shareholder of the Company
"Repurchase Mandate"	a general and unconditional mandate proposed to be granted
to the Directors at the AGM to exercise the powers of the
Company to repurchase Shares not exceeding 10% of the
number of the issued Shares as at the date of the AGM
"Share(s)"	ordinary share(s) of HK$0.01 each in the share capital of the
Company
"Shareholder(s)"	the holder(s) of the Shares
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	The Codes on Takeovers and Mergers and Share Buy-backs
"%"	per cent

LETTER FROM THE BOARD

Media Asia Group Holdings Limited

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 8075)

Executive Directors	Registered office
Dr. Lam Kin Ngok, Peter (Chairman)	Clarendon House
Mr. Chan Chi Kwong	2 Church Street
Mr. Lui Siu Tsuen, Richard	Hamilton HM 11
Mr. Yip Chai Tuck	Bermuda
Independent Non-executive Directors	Principal place of business
Mr. Chan Chi Yuen	11th Floor
Mr. Ng Chi Ho, Dennis	Lai Sun Commercial Centre
Mr. Zhang Xi	680 Cheung Sha Wan Road
Kowloon, Hong Kong
31 October 2018
To the Shareholders
Dear Sir or Madam,

PROPOSED GENERAL MANDATES

TO ISSUE SHARES AND REPURCHASE SHARES

INTRODUCTION

At the AGM, resolutions will be proposed relating to the granting to the Directors general mandates to issue Shares and repurchase Shares. The purpose of this circular is to provide information reasonably necessary to enable the Shareholders to make informed decision on whether to vote for or against the proposed resolutions at the AGM.

GENERAL MANDATE TO ISSUE SHARES

At the last annual general meeting of the Company held on 15 December 2017, a general mandate was granted to the Directors to allot, issue and deal with additional Shares not exceeding 20% of the number of the issued Shares. Such general mandate will lapse at the conclusion of the AGM unless renewed thereat.