China 33 Media Group Limited — Proxy Solicitation & Information Statement 2015

Aug 14, 2015

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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(incorporated in the Cayman Islands with limited liability)
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(Stock Code: 8087)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the ‘‘EGM’’) of China 33 Media Group Limited (the ‘‘Company’’) will be held at Seminar room — Lavender, Level 3, Three Pacific Place, 1 Queen’s Road East, Admiralty, Hong Kong on Monday, 31 August 2015 at 10:30 a.m. to consider and, if thought fit, passing, with or without modifications, the following resolutions (unless otherwise indicated, capitalised terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 14 August 2015:

AS ORDINARY RESOLUTIONS

‘‘THAT subject to and conditional upon fulfillment of all the conditions precedent set out in the underwriting agreement dated 24 July 2015 (the ‘‘Underwriting Agreement’’, a copy of which marked ‘‘UA’’ has been produced to the EGM and signed by the chairman of the EGM for identification purpose) and entered into between the Company, Gransing Securities Co., Limited, Kingston Securities Limited and RHB OSK Securities Hong Kong Limited as the underwriters (the ‘‘Underwriters’’):

• (a) the allotment and issue of 5,040,000,000 new shares (the ‘‘Offer Shares’’) of US$0.001 each in the share capital of the Company (the ‘‘Shares’’) pursuant to an offer by way of open offer (the ‘‘Open Offer’’) to the holders of the Shares (the ‘‘Shareholders’’) at a subscription price of HK$0.1 per Offer Share in the proportion of seven Offer Shares for every one existing Shares held by the Shareholders whose names appear on the register of members of the Company on 11 September 2015 (or such other date as the Company and the Underwriters may agree to be the record date for the Open Offer) (the ‘‘Record Date’’) other than those Shareholders with addresses on the Record Date outside Hong Kong whom the directors of the Company (the ‘‘Directors’’), after making relevant enquiry, consider their exclusion from the Open Offer to be necessary or expedient on account either of the legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place (the ‘‘Excluded Shareholders’’) as described in further details in a circular issued by the Company dated 14 August 2015 (the ‘‘Circular’’) of which the notice convening this meeting forms part and on and subject to such terms and conditions as may be determined by the Directors, be and is hereby approved;

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• (b) any one or more of the Directors be and are hereby authorised to allot and issue the Offer Shares pursuant to or in connection with the Open Offer notwithstanding that the same may be offered, allotted or issued otherwise than pro rata to the existing shareholdings of the Shareholders and, in particular, the Directors be and are hereby authorised to make such exclusions or other arrangements in relation to fractional entitlements or the Excluded Shareholders as they deem necessary or expedient 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 outside Hong Kong applicable to the Company, and to do all such acts and things as they consider necessary, desirable or expedient to give effect to any or all other transactions contemplated in this resolution;

• (c) the entering into of the Underwriting Agreement by the Company be and is hereby approved, confirmed and ratified and the performance of the transactions contemplated thereunder by the Company (including but not limited to the arrangements for taking up of the underwritten Offer Shares, if any, by the Underwriters) be and are hereby approved; and

• (d) any one or more of the Directors be and is hereby authorised to sign and execute such documents and do all such acts and things incidental to the Open Offer or as he/she considers necessary, desirable or expedient in connection with the implementation of or giving effect to the Open Offer. The Underwriting Agreement and the transactions contemplated thereunder or in this resolution.’’

By the order of the Board China 33 Media Group Limited Ruan Deqing Chairman

Hong Kong, 14 August 2015

Notes:

• (1) Any Shareholder of the Company entitled to attend and vote at the EGM (or any adjournment thereof) is entitled to appoint one or more proxies to attend and vote in his or her stead. A Shareholder who is the holder of two or more Shares may appoint more than one proxy to represent him/her behalf. A proxy need not be a member of the Company.

• (2) In order to be valid, the form of proxy completed in accordance with the instructions set out therein, together with the power of attorney or other authority (if any) under which it is signed (or a certified copy of that power or authority) must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

• (3) Completion and delivery of a form of proxy shall not preclude a Shareholder from attending and voting in person at the extraordinary general meeting and in such event, the instrument appoint a proxy shall be deemed to be revoked.

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• (4) Where there are joint holders of any shares, any one of such joint holder may vote, either in person or by proxy in respect of such shares as if he/she was solely entitled hereto; but if more than one of such joint holders be present at the extraordinary general meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company.

• (5) A form of proxy for use at the extraordinary general meeting is attached herewith.

• (6) Any voting at the EGM shall be taken by poll.

• (7) The form of proxy shall be in writing under the hand of the appointer or his attorney duly authorized in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other.

• (8) As at the date hereof, the executive Directors are Mr. Ruan Deqing (Chairman) and Mr. Peng Lichun; the non-executive Director is Mr. Wang Fuqing; and the independent non-executive Directors are Ms. Tay Sheve Li, Mr. Teng Tai and Ms. Yu Shun Yan Verda.

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