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

Aug 6, 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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any Shares in the Company.

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MEDIA CHINA CORPORATION LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 419)

SUPPLEMENTAL AGREEMENT IN RELATION

TO THE VERY SUBSTANTIAL ACQUISITION

AND

CONNECTED TRANSACTION OF THE ENTIRE ISSUED SHARE CAPITAL OF YUAN SHUN INVESTMENTS LIMITED

This announcement is made pursuant to Rule 13.09(1) of the Listing Rules.

On 6 August 2012, the Purchaser and the Vendor entered into a supplemental agreement to the Acquisition Agreement (‘‘Supplemental Agreement’’) to vary a term of the Acquisition Agreement.

This announcement is made pursuant to Rule 13.09(1) of the Listing Rules.

Reference is made to the announcement of the Company dated 25 May 2012 (the ‘‘Announcement’’) in relation to, inter alia, very substantial acquisition and connected transaction in relation to the 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 Announcement.

BACKGROUND

As set out in the Announcement, the Purchaser has conditionally agreed to acquire and the Vendor has conditionally agreed to dispose of the Sale Share for the consideration of HK$900 million which is payable, inter alia, by the issue of the Convertible Note to the Vendor.

The Supplemental Agreement was entered into for the purpose of varying a term of the Acquisition Agreement.

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THE SUPPLEMENTAL AGREEMENT

Date

6 August 2012

Parties to the Supplemental Agreement

• (i) Unique Talent Group Limited as the Purchaser

(ii) Smart Concept Enterprise Limited as the Vendor

Major Term

The events of default entitling the Noteholder to early redemption of the Convertible Note under the Convertible Note Conditions include, inter alia, ‘‘the listing of the Shares (as a class) on the Stock Exchange ceases’’. This event of default has been replaced under the Supplemental Agreement by the following:

‘‘the voluntary delisting of Shares (as a class) by the Company from the Stock Exchange’’.

The Directors consider the terms of the Supplemental Agreement are fair and reasonable and are in the interests of the Company and the Independent Shareholders as a whole.

By Order of the Board Media China Corporation Limited YUEN Hoi Po Chairman

Hong Kong, 6 August 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 and Mr. YUEN Kin and Mr. CHU Yuguo (each an Independent Non-executive Director).

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