(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 3636)

PROXY FORM FOR THE 2019 FIRST EXTRAORDINARY GENERAL

MEETING TO BE HELD ON 20 DECEMBER 2019

I/We (Note 1)

of

being the registered holder(s) of(Note 2) H shares of RMB1.00

each in the capital of Poly Culture Group Corporation Limited (the "Company"), hereby appoint the Chairman of the 2019 First Extraordinary General Meeting or (Note 3)

of

to act as my/our proxy to attend and vote for me/us and on my/our behalf at the 2019 First Extraordinary General Meeting and any adjournment thereof to be held at the Meeting Room, 29/F, New Poly Plaza, 1 North Street of Chaoyangmen, Dongcheng District, Beijing, PRC at 2:30 p.m. on Friday, 20 December 2019, for the purpose of considering and if thought fit, passing the

resolutions set out in the notice convening the 2019 First Extraordinary General Meeting, and voting on behalf of me/us under my/our name as indicated below (Note 4) in respect of the resolutions to be proposed at the 2019 First Extraordinary General

Meeting and any of its adjournment.

Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the circular of the 2019 First Extraordinary General Meeting of the Company.

Ordinary Resolutions

For (Note 4)

Against (Note 4)

Abstained (Note 4)

  1. To consider and approve the renewal of continuing connected transactions contemplated under the New Cinema Box Office Income Sharing Framework Agreement and the proposed annual caps for 2020, 2021 and 2022
  2. To consider and approve the continuing connected transactions contemplated under the Property Lease Framework Agreement and the proposed annual caps for 2020, 2021 and 2022

2019 Shareholder's Signature (Note 5)

Notes:

Important: You should first read the circular of the 2019 First Extraordinary General Meeting of the Company before appointing a proxy.

  1. Please insert full name(s) and address as registered in the register of members in BLOCK CAPITALS.
  2. Please insert the number of Shares registered in your name(s) relating to this form of proxy. If no number is inserted, this proxy form will be deemed to relate to all H shares registered in your name(s).
  3. If a proxy other than the Chairman of the 2019 First Extraordinary General Meeting is preferred, cross out the words "the Chairman of the 2019 First Extraordinary General Meeting or" and insert the full name and address of the proxy (or proxies) desired in the space provided. If you are a shareholder of the Company who is entitled to attend and vote at the 2019 First Extraordinary General Meeting convened by the aforementioned notice, you are entitled to appoint one or more proxies to attend and vote on your behalf. A proxy need not be a shareholder of the Company. Any changes to this proxy form should be initialled by the person who signs it.
  4. IMPORTANT: IF YOU WISH TO VOTE "FOR" A RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED "FOR". IF YOU WISH TO VOTE "AGAINST" A RESOLUTION, PLEASE TICK THE BOX MARKED "AGAINST". IF YOU WISH TO ABSTAIN YOUR VOTE ON A RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED "ABSTAINED". The shares abstained will be counted in the calculation of the required majority. If no direction is given, the proxy will be entitled to vote or abstain as he thinks fit. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the 2019 First Extraordinary General Meeting other than those referred to in the notice convening the 2019 First Extraordinary General Meeting.
  5. This proxy form must be signed by you, or your attorney duly authorized in writing or, if you are a corporation, must either be executed under the common seal or under the hand of a director or duly authorized attorney(s). If this proxy form is signed by an attorney of a shareholder, the power of attorney or other authority (if any) under which it is signed must be notarised.
  6. In the case of joint holders of any share, any one of such persons may vote at the 2019 First Extraordinary General Meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders are present at the 2019 First Extraordinary General Meeting whether attending in person or by proxy, the vote of the person, whose name stands first on the register of members of the Company in respect of such share (in person or by proxy) shall be accepted to the exclusion of the vote(s) of the other joint holder(s).
  7. To be valid, this proxy form together with the power of attorney or other authorization document (if any) must be deposited at the H share registrar of the Company by hand or by post not less than 24 hours before the time fixed for the holding of the 2019 First Extraordinary General Meeting or any adjournment thereof (as the case may be). Completion and delivery of this proxy form will not preclude shareholders from attending and voting at the 2019 First Extraordinary General Meeting if she/he so wishes. In such event, the instrument appointing a proxy shall be deemed to be revoked. The H share registrar of the Company is Computershare Hong Kong Investor Services Limited, whose address is at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.
  8. Identification documents must be shown by shareholder(s) of the Company or proxies to attend the 2019 First Extraordinary General Meeting.

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Poly Culture Group Corporation Ltd. published this content on 05 November 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 November 2019 04:09:02 UTC