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SMI Culture Group Holdings Limited

星 美 文 化 集 團 控 股 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2366)

PROXY FORM

Form of proxy for use by shareholders at the extraordinary general meeting (the ''Meeting'') to be convened at Joint Professional Centre, Unit 1, G/F, The Center, 99 Queen's Road Central, Central, Hong Kong on Friday, 9 January 2015 at 3 : 00 p.m. and at any adjournment thereof.

I/We (note 1) of

being the holder(s) of (note 2) shares of US$0.10 each of

SMI Culture Group Holdings Limited (the ''Company'') hereby appoint the Chairman of the Meeting or of

to act as my/our proxy (note 3) at the Meeting of the Company to be held at Joint Professional Centre, Unit 1, G/F, The Center, 99 Queen's Road Central, Central, Hong Kong on Friday, 9 January 2015 at 3 : 00 p.m. and at any adjournment thereof and to 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 casted on a poll (note 4).

Special Resolutions (Note 9) FOR AGAINST

1. To approve the Change of Domicile and the matters contemplated thereby

2. To approve the Cancellation of Share Premium Account and the matters contemplated thereby

3. To approve the Capital Reorganisation and the matters contemplated thereby

Dated the day of 20

Shareholder's signature (notes 5, 6, 7 and 8)

Notes:
1. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS. The name of all joint holders should be stated.
2. 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).
3. A proxy need not be a member of the Company. A Shareholder is entitled to appoint a proxy to attend and vote in his stead. If such an appointment
is made, you may delete the words ''the Chairman of the Meeting or'' and insert the name and address of the person appointed as proxy in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.
4. Please indicate with a ''H'' in the appropriate space beside each item how you wish the proxy to vote on your behalf on a poll. If this form is
returned duly signed, but without any such indication, the proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.
5. In the case of joint holders, the vote of the senior who tenders his vote, whether in person or by proxy or by representative, will be accepted to the exclusion of the votes of the other joint holder(s). For this purpose, seniority is determined by the order in which the names stand in the register of members in respect of the joint holding.
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 under its common seal or under the hand of an officer or attorney duly authorised.
7. To be valid, this form of proxy, together with any power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof, must be deposited with the Hong Kong branch share registrar of the Company (the ''Branch Share Registrar''), Union Registrars Limited, at A18/F., Asia Orient Tower, Town Place, 33 Lockhart Road, Wanchai, Hong Kong not less than 48 hours before the time for holding the Meeting or any adjourned Meeting.
8. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting or any adjournment thereof if you so
wish and in such event, the form of proxy shall be deemed to be revoked.
9. The description of the Special Resolutions is by way of summary only. The full text appears in the notice of the Meeting dated 17 December 2014.
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 proxy form.
(iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, the principal share registrar, the Branch 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 Branch Share Registrar (address as stated in note 8 above).

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