CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED — M&A Activity 2012

Oct 22, 2012

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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MEDIA CHINA CORPORATION LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 419)

COMPLETION OF VERY SUBSTANTIAL ACQUISITION

The Board is pleased to announce that all conditions precedent under the Acquisition Agreement have been fulfilled and the Completion took place on 22 October 2012.

Reference is made to the circular of Media China Corporation Limited (the ‘‘Company’’) dated 8 August 2012 (the ‘‘Circular’’) in relation to, inter alia, the proposed acquisition of the entire issued share capital of Yuan Shun Investments Limited. Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.

The Board is pleased to announce that all conditions precedent under the Acquisition Agreement have been fulfilled and the Completion took place on 22 October 2012. In accordance with the terms of the Acquisition Agreement, the Purchaser issued the Promissory Note to the Vendor.

The ordinary resolution in respect of the proposed consolidation of every two existing issued and unissued Shares into one Consolidated Share was approved at the extraordinary general meeting of the Company held on 23 August 2012. The Share Consolidation became effective on 24 August 2012.

Pursuant to the terms of the Acquisition Agreement, the Purchaser procured the Company to issue the Convertible Note to the Vendor on Completion. 3,500 million Consolidated Shares shall be allotted and issued by the Company to the Noteholder upon full conversion of the conversion rights attached to the Convertible Note at the adjusted conversion price of HK$0.20 per conversion share (the ‘‘Consolidated Conversion Share(s)’’) (equivalent to approximately RMB0.1626 per Consolidated Conversion Share at the fixed conversion rate of RMB1.00 equal to HK$1.2302).

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Following Completion, the Target Company becomes a direct wholly-owned subsidiary of the Purchaser, which is in turn wholly-owned by the Company, while the Hong Kong Company and the PRC Company become indirect wholly-owned subsidiaries of the Purchaser, and their results, assets and liabilities will be consolidated into the consolidated financial statements of the Group.

By Order of the Board

Media China Corporation Limited YUEN Hoi Po

Chairman

Hong Kong, 22 October 2012

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. Edward TIAN Suning (Non-executive 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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