China 33 Media Group Limited — Proxy Solicitation & Information Statement 2012

Mar 30, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in China 33 Media Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbroker or licensed securities dealer 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.

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8087)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, PROPOSED RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at 3/F, Nexxus Building, 77 Des Voeux Road Central, Hong Kong at 10:30 a.m. on 4 May 2012 is set out on pages 14 to 17 of this circular.

Whether or not you intend to attend the Annual General Meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

This circular will remain on the ‘‘Latest Company Announcements’’ page of the GEM website at www.hkgem.com for at least seven days from the date of its posting and the Company’s website at www.china33media.com.

30 March 2012

CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the 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. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Grant of General Mandate, Repurchase Mandate and Extension Mandate . . . . . . . . . . . . . . . . .	3
Proposed re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Voting at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I — Explanatory statement on the Repurchase Mandate . . . . . . . . . . . . . . . . . . .	7
Appendix II — Details of the Directors proposed to be re-elected
at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

• ‘‘Annual General Meeting’’ the annual general meeting of the Company to be convened and held at 3/F, Nexxus Building, 77 Des Voeux Road Central, Hong Kong on 4 May 2012, the notice of which is set out on pages 14 to 17 of this circular, and any adjournment thereof

• ‘‘Articles of Association’’ the articles of association of the Company, as amended from time to time

• ‘‘associates’’ has the same meaning as defined under the GEM Listing Rules

• ‘‘Board’’ the board of Directors

• ‘‘Companies Law’’ the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

• ‘‘Company’’ China 33 Media Group Limited, a company incorporated under the laws of the Cayman Islands with limited liability and the Shares of which are listed on GEM

• ‘‘Director(s)’’ director(s) of the Company

• ‘‘Extension Mandate’’ a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the General Mandate

• ‘‘GEM’’ the Growth Enterprise Market of the Stock Exchange

• ‘‘GEM Listing Rules’’ the Rules Governing the Listing of Securities on GEM

• ‘‘General Mandate’’ a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue or otherwise deal with Shares up to a maximum of 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the relevant resolution at the Annual General Meeting

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Latest Practicable Date’’ 28 March 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information herein

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DEFINITIONS

‘‘Repurchase Mandate’’	a general and unconditional mandate proposed to be granted to
	the Directors to enable them to repurchase Shares, the aggregate
	nominal amount of which shall not exceed 10% of the aggregate
	nominal amount of the share capital of the Company in issue as at
	the date of passing the relevant resolution at the Annual General
	Meeting
‘‘SFO’’	the Securities and Futures Ordinance, Chapter 571 of the Laws of
	Hong Kong
‘‘Share(s)’’	ordinary share(s) of US$0.001 each in the share capital of the
	Company
‘‘Shareholder(s)’’	holder(s) of Share(s)
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited
‘‘Takeovers Code’’	The Hong Kong Code on Takeovers and Mergers
‘‘HK$’’	Hong Kong dollars, the lawful currency of Hong Kong
‘‘US$’’	United States dollars, the lawful currency of the United States of
	America
‘‘%’’	per cent.

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LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8087)

Executive Directors: Mr. Lin Pintong Mr. Ruan Deqing Mr. Han Wenqian

Non-executive Directors: Mr. Wang Jianqing Mr. Wang Fuqing

Independent non-executive Directors:

Mr. Chen Shaofeng Mr. Feng Bing Mr. Gao Xingbo Ms. Xing Zhibin

Registered office:

Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head office and principal place of business in Hong Kong:

Room 4215 Office Tower Convention Plaza No. 1 Harbour Road Wanchai, Hong Kong

30 March 2012

To the Shareholders,

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND PROPOSED RE-ELECTION OF DIRECTORS

INTRODUCTION

The primary purpose of this circular is to provide you with information regarding the resolutions to be proposed at the Annual General Meeting and to give you notice of the Annual General Meeting. Resolutions to be proposed at the Annual General Meeting include, inter alia: (a) ordinary resolutions on the proposed grant of each of the General Mandate, the Repurchase Mandate and the Extension Mandate; and (b) ordinary resolutions relating to the proposed re-election of the Directors.

GRANT OF GENERAL MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE

Pursuant to the ordinary resolutions passed by the then Shareholders at the 2010 annual general meeting of the Company held on 31 March 2011, the Directors were granted (a) a general unconditional mandate to allot, issue and deal with Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of the relevant ordinary resolution; (b) a

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LETTER FROM THE BOARD

general unconditional mandate to repurchase Shares with an aggregate nominal amount not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of the relevant ordinary resolution; and (c) the power to extend the general mandate mentioned in (a) above by an amount representing the aggregate nominal amount of the securities of the Company repurchased by the Company pursuant to the mandate to repurchase securities referred to in (b) above.

The above general mandates will expire at the conclusion of the Annual General Meeting. At the Annual General Meeting, the following resolutions, among other matters, will be proposed:

• (a) to grant the General Mandate to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with the Shares up to a maximum of 20% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of such resolution. On the assumption that 600,000,000 Shares in issue as at the Latest Practicable Date and assuming no Shares will be issued or repurchased prior to the Annual General Meeting, the maximum number of Shares to be allotted and issued pursuant to the General Mandate will be 120,000,000;

• (b) to grant the Repurchase Mandate to the Directors to enable them to repurchase the Shares on the Stock Exchange up to a maximum of 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of such resolution; and

• (c) to grant the Extension Mandate to the Directors to increase the total number of Shares which may be allotted and issued under the General Mandate by an additional number representing such number of Shares repurchased under the Repurchase Mandate.

Each of the General Mandate, the Repurchase Mandate and the Extension Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company following the Annual General Meeting; (b) the date by which the next annual general meeting is required by the Companies Law or the Articles of Association to be held; or (c) when the authority given to the Directors thereunder is revoked or varied by ordinary resolution(s) of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

The Directors wish to state that they have no immediate plans to allot and issue any new Shares other than such Shares which may fall to be allotted and issued upon the exercise of any options granted under the share option scheme of the Company.

Under the GEM Listing Rules, the Company is required to give the Shareholders all information which is reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the resolution in respect of the Repurchase Mandate at the Annual General Meeting. An explanatory statement for such purpose is set out in Appendix I to this circular.

PROPOSED RE-ELECTION OF DIRECTORS

According to article 105(A) of the Articles of Association, not less than one-third of the Directors shall retire from office by rotation at each annual general meeting of the Company. Any Director who retires under this article shall then be eligible for re-election as Director. Mr. Lin Pintong, Mr. Ruan Deqing and Mr. Gao Xingbo will retire as Directors and, being eligible, offer themselves for re-election as Directors at the Annual General Meeting.

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LETTER FROM THE BOARD

Biographical information of each of the Directors who are proposed to be re-elected at the Annual General Meeting is set out in Appendix II to this circular.

ACTIONS TO BE TAKEN

Set out on pages 14 to 17 of this circular is a notice convening the Annual General Meeting at which ordinary resolutions will be proposed to approve, among other matters, the following:

• (a) the proposed grant of the General Mandate, Repurchase Mandate and Extension Mandate; and

• (b) the proposed re-election of Directors.

Whether or not you are able to attend the Annual General Meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

VOTING AT THE ANNUAL GENERAL MEETING

All resolutions at the Annual General Meeting shall be conducted by way of poll, and the results of the Annual General Meeting will be announced by the Company in compliance with the GEM Listing Rules.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATIONS

The Board considers that the ordinary resolutions in respect of the proposed grant of the General Mandate, Repurchase Mandate and Extension Mandate and the proposed re-election of Directors to be proposed at the Annual General Meeting are in the best interests of the Company and the Shareholders as a whole and recommends the Shareholders to vote in favour of such resolutions at the Annual General Meeting.

GENERAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

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LETTER FROM THE BOARD

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully, By order of the Board China 33 Media Group Limited Lin Pintong Chairman

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

This appendix serves as an explanatory statement, as required by the GEM Listing Rules, to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the grant of the Repurchase Mandate to the Directors.

1. GEM LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The GEM Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their securities on the Stock Exchange and any other stock exchange on which securities of the company are listed and such exchange is recognised by the Securities and Futures Commission of Hong Kong subject to certain restrictions. Among such restrictions, the GEM Listing Rules provide that the shares of such company must be fully paid up and all repurchases of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by specific approval of a particular transaction.

2. SHARE CAPITAL

As at the Latest Practicable Date, there were a total of 600,000,000 Shares in issue.

The Repurchase Mandate will enable the Directors to repurchase the Shares on the Stock Exchange up to a maximum of 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing the relevant ordinary resolution on the Annual General Meeting. Subject to the passing of the proposed resolution granting the Repurchase Mandate and assuming that no Shares will be issued or repurchased prior to the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 60,000,000 Shares.

3. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

4. FUNDING OF REPURCHASES

Repurchases made pursuant to the Repurchase Mandate would be funded out of funds legally available for the purpose in accordance with the Company’s memorandum of association, the Articles of Association, the Companies Law, other applicable laws of the Cayman Islands and the GEM Listing Rules. A listed company may not repurchase its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange.

Under the Companies Law, repurchases by the Company may only be made out of the profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose, or, if so authorised by the Articles of Association and subject to the provisions of the Companies Law, out of capital. Any premium payable on a redemption or purchase over the par value of the Shares to be purchased must be

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

provided for out of profits of the Company or out of the Company’s share premium account, or, if so authorised by the Articles of Association and subject to the provisions of the Companies Law, out of capital.

5. GENERAL

There might be a material adverse impact on the working capital and/or gearing position of the Company as compared with the position disclosed in the most recent published audited accounts, in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

6. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the twelve calendar months immediately preceding (and including) the Latest Practicable Date are as follows:

	Highest	Lowest
	HK$	HK$
2011
March	1.880	1.600
April	1.840	1.590
May	1.760	1.600
June	1.700	1.240
July	1.500	1.240
August	1.450	0.850
September	0.930	0.490
October	1.000	0.460
November	0.800	0.450
December	0.700	0.445
2012
January	0.750	0.500
February	0.690	0.470
March (up to the Latest Practicable Date)	0.700	0.460

7. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchases under the Repurchase Mandate in accordance with the GEM Listing Rules and the applicable laws of Cayman Islands and in accordance with the regulations set out in the memorandum of association of the Company and the Articles of Association.

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

8. CONNECTED PERSON

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates (as defined in the GEM Listing Rules), have any present intention to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders.

No connected person (as defined in the GEM Listing Rules) of the Company has notified the Company that he/she has a present intention to sell Shares to the Company, or has any such connected person undertaken not to do so, in the event that the grant of Repurchase Mandate to the Directors is approved by the Shareholders.

9. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If on exercise of the powers of repurchase pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

Based on the interests in the Shares held by Lizhong Limited (‘‘Lizhong’’) as at the Latest Practicable Date set out below, on the basis that no new Shares will be issued or repurchased prior to the Annual General Meeting and assuming that there will not be any change in the issued share capital of the Company prior to the repurchase of Shares and Lizhong will not dispose of its Shares nor acquire additional Shares prior to any repurchase of Shares, Lizhong will be obliged to make a mandatory offer under Rule 26 of the Takeovers Code if the Repurchase Mandate is exercised in full.

		Approximate	Approximate
		percentage of	percentage of
	Number of	existing	shareholding if
	Shares held as	shareholdings	the Repurchase
	at the Latest	as at the Latest	Mandate is
Name	Practicable Date	Practicable Date	exercised in full
Lizhong	265,500,000	44.25%	49.17%

The Directors have no intention to exercise the Repurchase Mandate to such an extent that as would give rise to such obligation. Save as aforesaid, the Directors are not aware of any consequence which would arise under the Takeovers Code as a consequence of any repurchases pursuant to the Repurchase Mandate.

The Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in the number of Shares in hands of public falling below the prescribed minimum percentage of 25%.

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

10. SHARE REPURCHASE MADE BY THE COMPANY

Save as disclosed below, the Company has not purchased any of the Shares (whether on the Stock Exchange or otherwise) in the six months immediately preceding (and including) the Latest Practicable Date.

	Number of ordinary	Price per	ordinary Share
Date of repurchase	Shares repurchased	Highest	Lowest
		HK$	HK$
13 December 2011	218,000	0.57	0.56
14 December 2011	76,000	0.57	0.57
15 December 2011	220,000	0.59	0.58
16 December 2011	306,000	0.60	0.57
19 December 2011	190,000	0.60	0.59
20 December 2011	180,000	0.60	0.59
22 December 2011	80,000	0.61	0.60
23 December 2011	38,000	0.62	0.60
29 December 2011	144,000	0.63	0.61
30 December 2011	170,000	0.64	0.61
3 January 2012	188,000	0.66	0.64
4 January 2012	250,000	0.67	0.65
5 January 2012	132,000	0.68	0.68
6 January 2012	168,000	0.69	0.66
9 January 2012	162,000	0.69	0.66
10 January 2012	140,000	0.69	0.66
11 January 2012	114,000	0.67	0.65
12 January 2012	156,000	0.69	0.65
18 January 2012	158,000	0.68	0.65

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APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

The following sets out the biographical information of the Directors eligible for re-election at the Annual General Meeting:

EXECUTIVE DIRECTORS

Mr. Lin Pintong

Mr. Lin Pintong, aged 46, was appointed as an executive Director on 5 May 2010 and the chairman of the Company. He is responsible for the overall business operations of the Group and formulation of business development strategies. Mr. Lin graduated from the Fujian Agriculture and Forestry University (福建農林大學) (then known as Fujian Agriculture University (福建農學院)) with a bachelor’s degree in agricultural mechanics in 1985. Mr. Lin was a teacher at Chengguan Middle School in Shou’ning County (壽寧縣城關中學) of Fujian Province during the period from August 1985 to August 1989, and a staff member of Economic Institution Reform Committee of Shou’ning County (壽 寧縣經濟體制改革委員會) during the period from September 1989 to December 1989. Mr. Lin has 18 years of experience in the advertising and media industry and has in depth knowledge on the media/ advertising industry in China. Prior to co-founding the Group with Mr. Ruan Deqing, Mr. Lin worked as a journalist for Mindong Newspaper Office (閩東報社) during the period from 1990 to 1992 and for Hong Kong Commercial Daily (香港商報) from 1992 to 1999. From 1999 to 2002, Mr. Lin was the Chairman of Fujian Annual Ring Advertisement Co., Ltd. (福州年輪廣告有限公司). Since 2002, Mr. Lin has participated in the management of Fujian Ao Shen Media Advertising Co. Ltd. (福建省奧神傳 媒廣告有限責任公司) (‘‘Fujian Aoshen’’) and Beijing Lvban Media Advertising Co., Ltd. (北京旅伴傳 媒廣告有限公司) (‘‘Beijing Lvban’’). In the three years preceding the Latest Practicable Date, Mr. Lin has not been a director of any other publicly listed company in Hong Kong or overseas.

Pursuant to service agreement entered into between the Company and Mr. Lin on 17 December 2010, Mr. Lin has been appointed by the Company for an initial term of three years commencing from 17 December 2010, which shall be automatically renewed and extended for successive terms of one year, and may be terminated after the initial term by either party giving three months’ written notice to the other. The appointment is subject to the provisions of the Articles of Association with regard to vacation of office of Directors, removal and retirement by rotation of Directors. As at the Latest Practicable Date, he was entitled to an annual remuneration of approximately HK$600,000 under the service agreement. The emolument of Mr. Lin is determined by the Board with reference to his duties, responsibilities, performance and the results of the Group.

As at the Latest Practicable Date, Mr. Lin is interested in 265,500,000 shares in the Company, which were registered in the name of Lizhong Limited (‘‘Lizhong’’), 47.46% of the entire issued share capital of which is owned by Broad Win Limited (‘‘Broad Win’’), which is wholly owned by Mr. Lin. Mr. Lin is also the Director of Broad Win and Lizhong. Save as disclosed herein, Mr. Lin has no other interests in the Shares, underlying Shares and debenture of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date. Save as disclosed above, Mr. Lin was not related to any Directors, senior management, substantial or controlling Shareholder (as defined in the Listing Rules) of the Company.

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APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. Ruan Deqing

Mr. Ruan Deqing, aged 47, was appointed as an executive Director on 5 May 2010 and is responsible for the operating and financial matters of the Group. He also acts as the compliance officer of the Group. Mr. Ruan graduated from the Zhengzhou Institute of Railway Mechanics (鄭州鐵路機械 學校) in 1986 and obtained an Adult Education Diploma in Advertising from the Xiamen University (廈 門大學) in July 2000. Mr. Ruan has more than ten years of experience in the advertising industry. Prior to co-founding the Group with Mr. Lin Pintong, Mr. Ruan worked as a technician of the locomotive depot in Fuzhou of Nanchang Railway Bureau (南昌鐵路局福州機務處) during the period from 1986 to 1997. During the period from 1997 to 1999, Mr. Ruan worked at Fujian Huashui Advertising and Decorating Company Limited (福建華稅廣告裝潢有限公司). Mr. Ruan was the general manager of Fujian Annual Ring Advertisement Co., Ltd. (福州年輪廣告有限公司) during the period from 1999 to 2002. From August 2002 to April 2010, Mr. Ruan was the general manager of Fujian Ao Shen Media Advertising Co., Ltd. (福建省奧神傳媒廣告有限責任公司). In the three years preceding the Latest Practicable Date, Mr. Ruan has not been a director of any other publicly listed company in Hong Kong or overseas.

Pursuant to service agreement entered into between the Company and Mr. Ruan on 17 December 2010, Mr. Ruan has been appointed by the Company for an initial term of three years commencing from 17 December 2010, which shall be automatically renewed and extended for successive terms of one year, and may be terminated after the initial term by either party giving three months’ written notice to the other. The appointment is subject to the provisions of the Articles of Association with regard to vacation of office of Directors, removal and retirement by rotation of Directors. As at the Latest Practicable Date, he was entitled to an annual remuneration of approximately HK$600,000 under the service agreement. The emolument of Mr. Ruan is determined by the Board with reference to his duties, responsibilities, performance and the results of the Group.

As at the Latest Practicable Date, Mr. Ruan is interested in 265,500,000 shares in the Company, which were registered in the name of Lizhong Limited (‘‘Lizhong’’), 47.46% of the entire issued share capital of which is owned by Joint Loyal Limited (‘‘Joint Loyal’’), which is wholly owned by Mr. Ruan. Mr. Ruan is also the director of Joint Loyal and Lizhong. Save as disclosed herein, Mr. Ruan has no other interests in the Shares, underlying Shares and debenture of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date. Save as disclosed above, Mr. Ruan was not related to any Directors, senior management, substantial or controlling Shareholder (as defined in the Listing Rules) of the Company.

INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. Gao Xingbo

Mr. Gao Xingbo, aged 48, is an independent non-executive Director appointed on 17 December 2010. Mr. Gao graduated from Liaoning Institute of Finance and Economics (遼寧財經學院) and obtained a bachelor’s degree in economics in 1985 and obtained a master degree in economics from North East University of Finance and Economics (東北財經大學) in 1988. Mr. Gao also obtained a doctor degree in quantitative economics from Central University of Finance and Economics (中央財經大 學) in 2009. Since 1988, Mr. Gao has been teaching economics, managerial economics and statistics at Central Institute of Finance (中央財政金融學院) (currently known as (中央財經大學)). In 2003 Mr.

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Gao became the vice president of the School of Economics of the Central University, professor of Finance and Economics (中央財經大學) and is currently the vice president of the School of Statistics and an analyst of the Securities and Futures Institute of the university. In the three years preceding the date of this annual report, Mr. Gao did not hold any directorship in other listed public companies in Hong Kong or overseas. Mr. Gao is the independent non-executive Director who has the qualifications and experience (as mentioned above) to meet the requirements under Rule 5.05(2) of the GEM Listing Rules.

Pursuant to an appointment letter entered into between the Company and Mr. Gao, Mr. Gao has been appointed by the Company for an initial term of one year commencing from 17 December 2010, which shall be automatically renewed and extended for successive terms of one year, and may be terminated after the initial term by either party giving three months’ written notice to the other. The appointment is subject to the provisions of the Articles of Association with regard to vacation of office of Directors, removal and retirement by rotation of Directors. Mr. Gao is entitled to a director’s fee of HK$180,000 per annum under the appointment letter.

As at the Latest Practicable Date, Mr. Gao did not have any interest in the shares or underlying shares in the Company within the meaning of Part XV of the SFO. Mr. Gao was not related to any Directors, senior management, substantial or controlling Shareholder (as defined in the Listing Rules) of the Company.

GENERAL

There are no other matters concerning any of the above Directors that need to be brought to the attention of the Shareholders and there is no other information which is discloseable pursuant to any of the requirements set out in Rule 17.50(2) of the GEM Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [259 x 37] intentionally omitted <==

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8087)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of China 33 Media Group Limited (‘‘Company’’) will be held at 3/F, Nexxus Building, 77 Des Voeux Road Central, Hong Kong on 4 May 2012 at 10:30 a.m. to consider, if thought fit, transact the following ordinary businesses:

1. to receive and approve the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (‘‘Directors’’) and auditors (‘‘Auditors’’) of the Company for the year ended 31 December 2011.

2. to consider the re-election of the retiring Directors, each as separate resolution, and to authorise the board (‘‘Board’’) of Directors to fix the remuneration of the Directors.

3. to consider the re-appointment of Ernst & Young as the Auditors for the year ending 31 December 2012 and to authorise the Board to fix their remuneration.

and to consider and, if thought fit, pass the following resolutions as ordinary resolutions (with or without modifications):

1. ‘‘THAT:

2. (a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited and all other applicable laws, the exercise by the directors (‘‘Directors’’) of the Company during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with additional shares (‘‘Shares’’) of US$0.001 each in the share capital of the Company, and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;

4. (c) the aggregate nominal amount of the share capital of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:

   • (i) a Rights Issue (as hereinafter defined in paragraph (d) below);

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NOTICE OF ANNUAL GENERAL MEETING

• (ii) the exercise of options granted under any share option scheme or similar arrangement for the time being adopted by the Company from time to time;

• (iii) any scrip divided or similar arrangements providing for allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association (‘‘Articles of Association’’) of the Company and other relevant regulations in force from time to time; or

• (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares;

shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (d) for the purpose of this resolution, ‘‘Relevant Period’’ means the period from the date of passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable law of the Cayman Islands to be held; or

• (iii) the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

‘‘Rights Issue’’ means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to the holders of Shares or any class of Shares whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).’’

5. ‘‘THAT:

• (a) subject to paragraph (b) below, the exercise by the directors (‘‘Directors’’) of the Company during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to repurchase the shares (‘‘Shares’’) of US$0.001 each in the share capital of the Company on The Stock Exchange of Hong Kong Limited (‘‘Stock Exchange’’) or any other stock exchange on which Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (‘‘SFC’’) and the Stock

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NOTICE OF ANNUAL GENERAL MEETING

Exchange for such purpose, and subject to and in accordance with the rules and regulations of the SFC, the Stock Exchange, the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands and all other applicable laws as amended from time to time in this regard, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of Shares which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (c) for the purpose of this resolution, ‘‘Relevant Period’’ means the period from the date of passing of this resolution until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any other applicable law of the Cayman Islands to be held; or

  • (iii) the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.’’

• ‘‘THAT conditional upon resolutions numbered 4 and 5 above being passed, the unconditional general mandate granted to the directors (‘‘Directors’’) of the Company to allot, issue and deal with additional shares of the Company pursuant to resolution numbered 4 above be and it is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to resolution numbered 5 above, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to or in accordance with such general mandate of an amount requesting the aggregate nominal amount of the share capital of the Company repurchased by the Company pursuant to or in accordance with the authority granted pursuant to resolution numbered 5 above.’’

By order of the Board of China 33 Media Group Limited Lin Pintong Chairman

Hong Kong, 30 March 2012

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NOTICE OF ANNUAL GENERAL MEETING

Head office and principal place of business in Hong Kong: Room 4215

Office Tower Convention Plaza No. 1 Harbour Road Wanchai, Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the meeting above is entitled to appoint in written form one or, if he is the holder of two or more shares (‘‘Shares’’) of the Company, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

2. In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the above meeting, personally or by proxy, that one of the said persons so present whose name stands first in the register in respect of such share shall alone be entitled to vote in respect thereof.

3. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorised, and must be deposited with the Hong Kong branch share registrar and transfer office (‘‘Branch Registrar’’) of the Company, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) not less than 48 hours before the time fixed for holding of the meeting or any adjournment thereof.

4. For the purpose of determining members who are qualified for attending the annual general meeting, the register of members of the Company will be closed from 3 May 2012 to 4 May 2012 (both days inclusive), during which period no transfer of the Shares will be effected. In order to qualify for attending the annual general meeting, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Branch Registrar at the above address by no later than 4:30 p.m. on 2 May 2012.

5. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the above meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

6. In relation to resolutions numbered 4 and 6 above, approval is being sought from the Shareholders for the grant to the Directors of a general mandate to authorise the allotment and issue of Shares. The Directors have no immediate plans to issue any new Shares other than Shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme which may be approved by the Shareholders.

7. In relation to resolution numbered 5 above, the Directors wish to state that they will exercise the powers conferred thereby to purchase Shares in circumstances, which they deem appropriate for the benefit of the Shareholders.

As at the date of this notice, the executive Directors are Mr. Lin Pintong (Chairman), Mr. Ruan Deqing and Mr. Han Wenqian; the non-executive Directors are Mr. Wang Jianqing and Mr. Wang Fuqing and the independent non-executive Directors are Mr. Chen Shaofeng, Mr. Feng Bing, Mr. Gao Xingbo and Ms. Xing Zhibin.

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