1f727cf6-2263-4450-9028-2e4b9d83177b.pdf

(Incorporated in Bermuda with limited liability) (Stock Code: 583)

FORM OF PROXY Annual General Meeting (or at any adjournment thereof) - 6 June 2016

I/We (Notes 1 & 4) of HEREBY APPOINT the Chairman of the Meeting (Notes 2 & 3) or

of as my/our proxy to attend and vote the number of shares indicated below (Note5) instead of me/us at the Annual General Meeting to be held at Island Ballroom A, Level 5, Island Shangri-La, Hong Kong, Two Pacific Place, Supreme Court Road, Central, Hong Kong on Monday, 6 June 2016 at 10:00 a.m. and at any adjournment thereof.

I/We direct that my/our proxy vote the following resolutions as indicated (Note6).

Resolutions

For (Note 6)

Against (Note 6)

1.

To consider and adopt the Audited Financial Statements for the year ended

31 December 2015 and the Reports of the Directors and the Independent Auditor thereon

2.

To approve the payment of a final dividend

3.

To re-elect Mr. Wong Kai Man as independent non-executive Director

4.

To elect Ms. Tong Shao Ming as executive Director

5.

To elect Mr. Chak Chung Luen, Albert as executive Director

6.

To elect Mr. Tse Kai Chi as non-executive Director

7.

To elect Mr. Chua Phuay Hee as independent non-executive Director

8.

To elect Dr. Yeung Hin Chung John as independent non-executive Director

9.

To authorise the Board to fix Directors' fees

10.

To re-appoint PricewaterhouseCoopers as the auditor of the Company and authorise the Board to fix their remuneration

11.

To grant a general mandate to the Directors to issue shares of the Company

12.

To grant a general mandate to the Directors to buy back shares of the Company

13.

To grant a general mandate to the Directors to add shares bought back to the share issue general mandate

Signature (Note7)

Number of ordinary shares to which this proxy relates (Note5)

Date 2016

Notes:

  1. Please insert your full name and address in BLOCK CAPITALS in the space provided. Only one of joint holders should be mentioned (but see note 4 below).

  2. If any proxy other than the Chairman of the Meeting is preferred, please strike out the words "the Chairman of the Meeting or" here printed, then insert the name and address of the proxy desired in BLOCK CAPITALS in the space provided and initial the alteration.

  3. The proxy need not be a member of the Company.

  4. Where there are joint registered holders of any share, any one of such persons may vote at the Annual General Meeting (or at any adjournment thereof), 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 be present at the Annual General Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share will alone be entitled to vote in respect thereof. Several executors or administrators of a deceased member in whose name any share stands will be deemed joint holders thereof.

  5. Please insert the number of ordinary shares in the Company registered in your name to which this proxy relates in the box provided. If a number is inserted, this form of proxy will be deemed to relate only to those shares. If no number is inserted, this form of proxy will be deemed to relate to all the ordinary shares in the Company registered in your name (whether alone or jointly with others).

  6. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK ("j") IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK ("j") IN THE BOX MARKED "AGAINST". If no indication is given, the proxy will vote or abstain at his discretion. On a poll, a member is entitled to one vote for every fully-paid share held and a member entitled to more than one vote need not use all his votes or cast his votes in the same way. A tick ("j") in the relevant box indicates that the votes attached to all the shares stated above as held by you will be casted accordingly and a number in the relevant box indicates that the votes attached to the number of shares referred to in the box will be casted accordingly. The total number of shares referred to in the two boxes for the same resolution cannot exceed the number of shares stated above as this proxy relates.
  7. 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 seal or under the hand of an officer or attorney duly authorised.

  8. In order 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 of that power of attorney), must be lodged with the Company's Hong Kong Branch Share Registrars, Computershare Hong Kong Investor Services Limited of 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting (or at any adjournment thereof).

  9. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Annual General Meeting and any adjournment thereof if you so wish.

  10. With effect from 5 April 2016, the English name of the Company has been changed from "SCMP Group Limited" to "Armada Holdings Limited" and the Chinese name of "南潮控股有限公司" has been adopted to replace "南華早報集團有限公司" (which was used for identification purposes only). The Company is in the process of applying for the registration of the Company's new English and Chinese names in Hong Kong under Part 16 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong)

and a further announcement will be made in due course in connection therewith. All references in this document to "SCMP Group Limited" and "南華早報集團有限公司" should be read as "Armada Holdings Limited" and "南潮控股有限公司" respectively.

* For identification purpose only

SCMP Group Limited issued this content on 25 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 25 April 2016 09:00:08 UTC

Original Document: http://scmpgroup.com/sites/default/files/e_00583proxy-20160426 (Proxy Form).pdf