CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED — AGM Information 2012

Apr 24, 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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your securities in Media China Corporation Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchange 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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MEDIA CHINA CORPORATION LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 419)

(1) RE-ELECTION OF DIRECTORS (2) GENERAL MANDATE TO ISSUE NEW SHARES AND REPURCHASE ITS OWN SHARES AND

(3) NOTICE OF ANNUAL GENERAL MEETING

A notice of the AGM to be held at The Falcon Room I, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Monday, 4 June 2012 at 10:00 a.m. is set out on pages 11 to 13 of this circular. A form of proxy for use by the Shareholders at the AGM is enclosed. If you do not intend to attend the AGM in person, please complete the form of proxy enclosed in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for holding the AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM should you so wish.

25 April 2012

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		11

– i –

DEFINITIONS

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

‘‘AGM’’	the annual general meeting of the Company to be held at The
	Falcon Room I, Gloucester Luk Kwok Hong Kong, 72 Gloucester
	Road, Wanchai, Hong Kong on Monday, 4 June 2012 at 10:00
	a.m., or any adjournment thereof (or as the case may be)
‘‘AGM Notice’’	the notice convening the AGM dated 4 June 2012 which is set out
	on pages 11 to 13 of this circular
‘‘Articles’’	the articles of association of the Company
‘‘Board’’	the board of Directors
‘‘Company’’	Media China Corporation Limited, a company incorporated in the
	Cayman Islands with limited liability, and the shares of which are
	listed on the main board of the Stock Exchange
‘‘Directors’’	the directors of the Company
‘‘Hong Kong’’	the Hong Kong Special Administrative Region of the People’s
	Republic of China
‘‘HK$’’	Hong Kong dollars, the lawful currency of Hong Kong
‘‘Issue Mandate’’	a general mandate proposed to be granted to the Directors at the
	AGM to allot, issue and deal with new ordinary shares of the
	Company not exceeding 20% of the aggregate nominal amount of
	the issued share capital of the Company as at the date of passing
	of the ordinary resolution in relation thereto
‘‘Latest Practicable Date’’	20 April 2012, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein
‘‘Listing Rules’’	the Rules Governing the Listing of Securities on the Stock
	Exchange
‘‘Repurchase Mandate’’	the general and unconditional mandate proposed to be granted to
	the Directors at the AGM to exercise the powers of the Company
	to repurchase fully paid up ordinary shares of the Company of up
	to 10% of the aggregate nominal amount of the issued share
	capital of the Company as at the date of passing of the ordinary
	resolution in relation thereto
‘‘SFO’’	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong) as amended from time to time

– 1 –

DEFINITIONS

‘‘Share(s)’’ the ordinary share(s) of HK$0.10 each in the share capital of the Company ‘‘Share Option(s)’’ the options(s) to subscribe for ordinary shares of the Company granted under the Share Option Scheme ‘‘Share Option Scheme’’ the share option scheme adopted by the Company on 30 July 2002 ‘‘Shareholder(s)’’ the holder(s) of the ordinary share(s) of the Company ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘%’’ per cent

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LETTER FROM THE BOARD

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MEDIA CHINA CORPORATION LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 419)

Mr. YUEN Hoi Po[1] (Chairman)

Mr. Hugo SHONG[2] (Vice Chairman)

Mr. ZHANG Changsheng[1] Mr. Edward TIAN Suning[2] Prof. WEI Xin[3] Dr. WONG Yau Kar, David, JP[3] Mr. YUEN Kin[3] Mr. CHU Yuguo[3]

• 1 Executive Director

• 2 Non-executive Director

• 3 Independent non-executive Director

Registered office:

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

Principal place of business in Hong Kong: Suite 3503, 35/F Tower Two, Lippo Centre 89 Queensway Hong Kong

25 April 2012

To the Shareholders

Dear Sir/Madam,

(1) RE-ELECTION OF DIRECTORS (2) GENERAL MANDATE TO ISSUE NEW SHARES AND REPURCHASE ITS OWN SHARES AND

(3) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you the notice of AGM and provide you with information regarding certain ordinary resolutions to be proposed at the AGM and enable you to make decisions on whether to vote for or against those resolutions.

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LETTER FROM THE BOARD

At the AGM, resolutions, amongst others, will be proposed for the Company to approve the reelection of Directors, the Issue Mandate, the Repurchase Mandate and the extension of the Issue Mandate.

(1) RE-ELECTION OF DIRECTORS

Pursuant to Article 86(3) of the Articles, Mr. CHU Yuguo, being a newly appointed director of the Company, shall hold office until the forthcoming AGM and, being eligible, offer himself for re-election.

Pursuant to Article 87(1) of the Articles, Mr. Hugo SHONG and Dr. WONG Yau Kar, David will retire at the AGM and, being eligible, will offer themselves for re-election.

Mr. Chu Yuguo

Mr. CHU Yuguo, aged 46, was appointed as the Independent Non-executive Director of the Company on 26 March 2012. Mr. CHU is a PhD fellowship of Peking University. He was the vice Chinese Communist Party Secretary of the Department of Computer Science & Technology of Peking University, deputy head and head of office of admission of Peking University Office of Educational Administration, head of asset management office of Peking University, and the chairman and general manager of Peking University Science Park. He is a director of Yuda, a nonexecutive Director and chairman of Beijing Beida Jade Bird Universal Sci-Tech Company Limited (a company listed on The Stock Exchange of Hong Kong Limited), a director and the president of Beida Jade Bird, a director of Beida High Technology and Beijing Beida Jade Bird International Education Investment Management Co., Ltd., and the chairman of Beijing Science Park Culture Education Development Co., Ltd. and Xishui Strong Year Co. Ltd., Inner Mongolia (an A share listed company in PRC).

Save as disclosed above, Mr. CHU did not have any directorships in other listed public companies in the last three years.

As at the Latest Practicable Date, Mr. CHU does not have any relationship with any directors, senior management or substantial shareholders or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. CHU does not have any interest in the securities of the Company within the meaning of Part XV of the SFO.

Mr. CHU entered into a service contract with the Company for a term of 3 years and will be subject to retirement by rotation and re-election at the AGM pursuant to the Articles. The remuneration payable to Mr. CHU will be determined and approved by the Remuneration Committee of the Company with reference to his duties and responsibilities in the Company and the prevailing market conditions. Mr. CHU currently receives a director’s fee of HK$200,000 per annum.

There is no other matter that needs to be brought to the attention of the Shareholder in respect of his re-election and there is no other information that required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

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LETTER FROM THE BOARD

Mr. Hugo SHONG

Mr. Hugo SHONG, aged 55, has been appointed as the Vice Chairman and Non-executive Director in December 2009 and has been the Founding General Partner of IDG Capital Partners since 1993, also of IDG-Accel China Growth Fund and IDG-Accel Capital Fund since 2005 and 2008 respectively.

In 1993, Mr. SHONG assisted IDG’s Founder and Chairman Patrick J. McGovern to establish China’s first technology venture fund with US$20 million. IDG Capital Partners is now managing a US$2.5 billion fund in China.

Mr. SHONG completed the Harvard Business School’s Advanced Management Program in the fall of 1996. He conducted graduate studies at the Fletcher School of Law and Diplomacy during 1987–88 and earned his MS degree from Boston University’s College of Communication in 1987. He graduated from the Graduate School of the Chinese Academy of Social Sciences in 1986 with a Journalism degree and he received a B.A. degree from Hunan University in 1982.

He has been a member of the Board of Trustees of Boston University since 2005.

Mr. SHONG is a chairman of China Finance Online Co., Limited, a company listed on NASDAQ and a non-executive director of Mei Ah Entertainment Group Limited, a company listed on The Stock Exchange of Hong Kong Limited.

Mr. SHONG had been appointed as a non-executive director of Kingdee International Software Group Company Limited, a company listed on The Stock Exchange of Hong Kong Limited, and resigned in March 2008.

Save as disclosed above, Mr. SHONG did not have any directorship in other listed public companies in the last three years.

Save as disclosed above, Mr. SHONG does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. SHONG does not have any interest in the securities of the Company within the meaning of Part XV of the SFO.

Mr. SHONG has entered into a service contract with the Company for a term of 3 years and will be subject to retirement by rotation and re-election at the AGM pursuant to the Articles. The remuneration payable to Mr. SHONG will be determined and approved by Remuneration Committee of the Company with reference to his duties and responsibilities with the Company and the prevailing market conditions.

There is no other matter that needs to be brought to the attention of the Shareholder in respect of his re-election and there is no other information that required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

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LETTER FROM THE BOARD

Dr. WONG Yau Kar, David

Dr. WONG Yau Kar, David, JP, aged 54, has been appointed as the Independent Nonexecutive Director since 2000. Dr. WONG holds a doctor’s degree in economics from University of Chicago. Dr. WONG has extensive experience in direct investments and corporate finance. Currently, Dr. WONG is an independent non-executive director of China Wind Power Group Limited and a non-executive director of CIAM Group Limited, both of them are listed on The Stock Exchange of Hong Kong Limited.

Save as disclosed above, Dr. WONG did not have any directorships in other listed public companies in the last three years.

As at the Latest Practicable Date, Dr. WONG does not have any relationship with any directors, senior management or substantial shareholders or controlling shareholders of the Company. As at the Latest Practicable Date, Dr. WONG beneficially owns Share Options granted by the Company to subscribe for 1,042,459 Shares and 2,084,918 Shares at an exercise price of HK$1.29 and HK$0.43 each respectively within the meaning of Part XV of the SFO.

Dr. WONG entered into a service contract with the Company for a term of 3 years and will be subject to retirement by rotation and re-election at the AGM pursuant to the Articles. The remuneration payable to Dr. WONG will be determined and approved by the Remuneration Committee of the Company with reference to his duties and responsibilities in the Company and the prevailing market conditions. Dr. WONG currently receives a director’s fee of HK$200,000 per annum.

There is no other matter that needs to be brought to the attention of the Shareholder in respect of his re-election and there is no other information that required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

(2) GENERAL MANDATE TO ISSUE SHARES

It will be proposed at the AGM, ordinary resolutions nos. 4(A) and 4(C) in the AGM Notice for granting to the Directors a general mandate to allot, issue and deal with new ordinary shares of the Company not exceeding 20% of the issued share capital of the Company as at the date of passing of the ordinary resolution no. 4(A) in the AGM Notice and adding to such general mandate so granted to the Directors any ordinary shares of the Company representing the aggregate nominal amount of the ordinary shares of the Company repurchased by the Company after the granting of the general mandate to repurchase ordinary shares of the Company up to 10% of the issued share capital of the Company as at the date of passing of the ordinary resolution no. 4(B) in the AGM Notice. Such general mandate to allot, issue and deal with new ordinary shares of the Company shall be exercisable during the period from the passing of the ordinary resolutions nos. 4(A) and 4(C) in the AGM Notice 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 or the applicable laws of Cayman Islands to be held; or

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LETTER FROM THE BOARD

• (iii) the date on which the authority set out in such ordinary resolutions are revoked or varied by an ordinary resolution or ordinary resolutions of the Shareholders in general meeting.

As at the Latest Practicable Date, the issued share capital of the Company comprised 4,519,179,453 Shares. Subject to passing of the ordinary resolution no. 4(A) in the AGM Notice and on the basis that no further Shares will be issued or repurchased prior to the AGM, the Company will be allowed to allot, issue and deal with a maximum of 903,835,890 Shares representing not more than 20% of the aggregate nominal amount of the issued share capital of the Company as at the Latest Practicable Date.

(3) GENERAL MANDATE TO REPURCHASE SHARES

It will also be proposed at the AGM the ordinary resolution no. 4(B) in the AGM Notice for granting to the Directors the power to exercise the powers of the Company to repurchase ordinary shares of the Company up to 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the ordinary resolution no. 4(B) in the AGM Notice.

The following is an explanatory statement as required to be sent to the Shareholders under the Share Repurchase rules to provide requisite information to you for your consideration of the ordinary resolution no. 4(B) in the AGM Notice in respect of the Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 4,519,179,453 Shares. Subject to the passing of the ordinary resolution no. 4(B) in the AGM Notice and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 451,917,945 Shares, representing not more than 10% of the aggregated nominal amount of the issued share capital of the Company during the period from the passing of the ordinary resolution no. 4(B) in the AGM Notice 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 or the applicable laws of Cayman Islands to be held; or

• (iii) the date on which the authority set out in such ordinary resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

REASONS FOR SHARES REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders as a whole. Whilst it is not possible to anticipate in advance any specific circumstance in which the Directors might think it appropriate to repurchase ordinary shares of the Company, they believe that an ability to do so would give the Company additional flexibility that would be beneficial to the Company and its Shareholders as a whole as such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company

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LETTER FROM THE BOARD

and/or its earnings per Share. Shareholders can be assured that the Directors would only make such purchases in circumstances where they consider them to be in the best interests of the Company and the Shareholders as a whole.

FUNDING OF REPURCHASES

Repurchases must be made out of funds which are legally available for such purpose in accordance with the memorandum and articles of association of the Company, the Listing Rules and the applicable laws of the Cayman Islands and Hong Kong. It is envisaged that the funds required for any repurchases would be derived from the distributable profits of the Company.

The Directors consider that there might be a material adverse impact on the working capital or gearing level of the Company (as compared with the position disclosed in the audited accounts of the Company as contained in its annual report for the year ended 31 December 2011) in the event that the Repurchase Mandate were to be exercised in full at any time during the proposed repurchased period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital or the gearing level which in the opinion of the Directors are from time to time appropriate for the Company.

SHARE PRICES

The highest and lowest prices at which the Shares traded on the Stock Exchange during each of the previous twelve months before the printing of this circular are as follows:

	Price Per Share	Price Per Share
	Highest	Lowest
	HK$	HK$
2011
May	0.227	0.174
June	0.185	0.133
July	0.157	0.133
August	0.144	0.092
September	0.108	0.085
October	0.116	0.076
November	0.111	0.070
December	0.090	0.068
2012
January	0.089	0.069
February	0.138	0.076
March	0.126	0.090
April (up to the Latest Practicable Date)	0.098	0.082

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LETTER FROM THE BOARD

UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate and in accordance with the Listing Rules, the memorandum and articles of association of the Company and the applicable laws of the Cayman Islands.

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, their associates have any present intention to sell any Shares to the Company or its subsidiaries in the event that the Repurchase Mandate is approved by the Shareholders.

As at the Latest Practicable Date, no connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company or its subsidiaries, nor has undertaken not to do so, in the event that the Repurchase Mandate is granted by the Shareholders.

TAKEOVERS CODE AND THE PUBLIC FLOAT REQUIREMENT

If a Shareholder’s proportionate interest in the voting capital of the Company increases as a result of a share repurchase, such increase will be treated as an acquisition for the purposes of the Takeovers Code and, if such increase results in a change of control, may in certain circumstances give rise to an obligation to make a general offer for Shares under Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, according to the register kept by the Company under the SFO, Mr. YUEN Hoi Po, Chairman of the Company, was deemed to be interested in 798,150,000 Shares, representing approximately 17.66% of the issued share capital of the Company.

The Directors are not aware of any consequences which will arise under the Takeovers Code even if the Repurchase Mandate is utilized in full. Mr. YUEN interest in the Shares would increase to approximately 19.62% of the issued share capital of the Company if the Repurchase Mandate were to be utilized in full, assuming his present holding in Shares and the total number of Shares in issue by the Company remain the same before the repurchase. Accordingly, such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

The Directors will not exercise the Repurchase Mandate to such an extent which would result in the number of Shares held by the public falling below 25% of the total number of Shares in issue.

SHARE REPURCHASES MADE BY THE COMPANY

No repurchase of Shares has been made by the Company (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

(4) VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any votes of the Shareholders at the general meeting must be taken by poll. The chairman of the meeting will demand a poll for every resolution put to the vote at the AGM.

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LETTER FROM THE BOARD

(5) RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the 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.

(6) RECOMMENDATION

The Directors consider that the proposal for re-election of Directors, the Issue Mandate, the Repurchase Mandate and the extension of the Issue Mandate are all in the best interests of the Company and the Shareholders as a whole and, accordingly, the Directors recommend all Shareholders to vote in favour of the resolutions as set out in the AGM Notice. A form of proxy for use by the Shareholders at the AGM is enclosed. If you do not intend to attend and vote at the AGM in person, you are requested to complete the form of proxy enclosed in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as practicable but in any event not less than 48 hours before the time appointed for holding the AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM should you so wish.

Yours faithfully, For and on behalf of Media China Corporation Limited YUEN Hoi Po Chairman

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NOTICE OF ANNUAL GENERAL MEETING

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MEDIA CHINA CORPORATION LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 419)

NOTICE IS HEREBY GIVEN that the annual general meeting of Media China Corporation Limited (‘‘Company’’) will be held at The Falcon Room I, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Monday, 4 June 2012 at 10:00 a.m. for the following businesses:

1. To receive and consider the report of the directors of the Company (‘‘Directors’’), audited financial statements and auditor’s report for the year ended 31 December 2011.

2. To re-elect Directors and to authorise the board of Directors (‘‘Board’’) to fix the remuneration of the Directors.

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

4. As special business, to consider and, if thought fit, pass with or without modification, the following resolutions as Ordinary Resolutions of the Company:

ORDINARY RESOLUTIONS

• (A) ‘‘THAT:

• (a) subject to paragraph (b) of this Resolution, a general mandate be and is hereby generally and unconditionally given to the directors of the Company (‘‘Directors’’) to exercise during the Relevant Period (as hereinafter defined) all the powers of the Company to allot, issue and deal with additional ordinary shares of the Company (‘‘Shares’’) and to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require the exercise of such powers during or after the Relevant Period (as hereinafter defined).

• (b) the aggregate nominal amount of share capital of the Company to be allotted, issued and dealt with pursuant to the general mandate granted herein, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) an issue of Shares upon the exercise of subscription rights under any option scheme or similar arrangement for the time being adopted for the grant or issue to the grantee as specified in such scheme or similar arrangement of Shares or rights to acquire the Shares; or (iii) an issue of Shares upon the exercise of subscription rights or conversion rights attaching to any warrants or convertible notes which may be issued by the Company or any of its subsidiaries; or

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NOTICE OF ANNUAL GENERAL MEETING

(iv) an issue of Shares pursuant to any scrip dividend or similar arrangement providing for allotment of Shares in lieu of the whole or part of the dividend on Shares in accordance with the articles of association of the Company (‘‘Articles’’), shall not exceed 20% of the aggregate nominal amount of the issued ordinary shares in the capital of the Company as at the date of 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 passing of this Resolution until whichever is the earliest of:

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

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

• (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting; and

‘‘Rights Issue’’ means an offer of Shares, options, warrants, bonds, debentures, notes or other securities giving the right to subscribe for or convertible into Shares, open for a period fixed by the Directors to the holders of Shares, or any class of shares or other securities of the Company, whose names appear on the register of members of the Company (and, where appropriate, to holders of such other class of shares or other securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of such Shares (or, where appropriate, such other class of shares or other securities of the Company) 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 recognized regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company).’’

(B) ‘‘THAT:

• (a) subject to paragraph (b) of this Resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase ordinary shares of the Company (‘‘Shares’’) on The Stock Exchange of Hong Kong Limited (‘‘Stock Exchange’’) or on any other stock exchange on which the Shares may be listed and recognised by The Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the aggregate nominal amount of the Shares to be repurchased by the Company pursuant to the approval in paragraph (a) of this Resolution shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this Resolution and the said approval shall be limited accordingly; and

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

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

  • (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 and the applicable laws of Cayman Islands to be held; or

  • (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.’’

• (C) ‘‘THAT subject to the passing of Ordinary Resolutions nos.4(A) and 4(B) set out in the notice convening this meeting, the general mandate granted to the directors of the Company (‘‘Directors’’) to exercise the powers of the Company to allot, issue and deal with additional ordinary shares of the Company (‘‘Shares’’) pursuant to the Ordinary Resolution no.4(A) set out in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of ordinary shares in the capital of the Company repurchased by the Company under the authority granted pursuant to the Ordinary Resolution no.4(B) set out in the notice convening this meeting, provided that such extended amount shall not exceed 10% of the aggregate nominal amount of the issued ordinary shares in the capital of the Company as at the date of passing of this Resolution.’’

By Order of the Board

Media China Corporation Limited Raymond HAU Company Secretary

Hong Kong, 25 April 2012

Notes:

1. Any shareholder entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.

2. In order to be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the meeting.

3. Completion and return of the form of proxy will not preclude members from attending and voting at the aforesaid meeting.

As at the date of this announcement, the Board comprises Mr. YUEN Hoi Po (Chairman and Executive Director), Mr. Hugo SHONG (Vice Chairman and Non-executive Director), Mr. ZHANG Changsheng (Executive Director), Mr. TIAN Suning (Nonexecutive Director), Professor WEI Xin, Dr. WONG Yau Kar David JP, Mr. YUEN Kin and Mr. CHU Yuguo (each an Independent Non-executive Director).

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