CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2008

Sep 16, 2008

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 Asian Union New Media (Group) 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.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

This circular is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

==> picture [118 x 47] intentionally omitted <==

==> picture [102 x 12] intentionally omitted <==

ASIAN UNION NEW MEDIA (GROUP) LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 419)

DISCLOSEABLE TRANSACTION INVOLVING ISSUE OF CONSIDERATION SHARES

— ACQUISITION OF ENTIRE EQUITY INTEREST OF BLOWER INVESTMENTS LIMITED PROPOSED CHANGE OF THE COMPANY’S NAME GENERAL MANDATE TO REPURCHASE SHARES AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 6 to 30 of this circular.

A notice of the EGM to be held at Annapurna Room, Pacific Place Conference Centre, Level 5, One Pacific Place, 88 Queensway, Hong Kong on 10 October 2008, Friday at 10:00 a.m., is set out on pages 51 to 53 of this circular. A form of proxy for use by the Shareholders at the EGM is enclosed. If you do not intend to attend the EGM in person, please complete the form of proxy enclosed in accordance with the instructions printed thereon and return it to the share registrar of the Company, Tricor Tengis Limited at 26th Floor, 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 EGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM should you so wish.

17 September 2008

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I — Letter from Vigers Appraisal & Consulting Limited
in respect of the valuation of the Advertising
Agency Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	31
Appendix II — Letters from Eddie K.K. Lau CPA Limited and
OSK Asia Capital Limited in respect of the valuation
of the Advertising Agency Agreement. . . . . . . . . . . . . . . . . . . .	38
Appendix III — General information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	42
Appendix IV — Explanatory Statement for the Repurchase Mandate. . . . . . . . . . .	48
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	51

— i —

DEFINITIONS

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

“Acquisition”	the acquisition of the entire issued share capital
	of Blower Investments under the Share Purchase
	Agreement
“Advertising Agency Agreement”	the exclusive advertising agency agreement entered
	into between Guangzhou ZhanShi and the Guangdong
	Television on 8 August 2008 pursuant to which
	Guangzhou ZhanShi has been appointed as the exclusive
	advertising agent for Guangdong SAT TV for the period
	from 1 January 2009 to 31 December 2011
“Announcements”	the announcements of the Company dated 9 April 2008,
	30 May 2008, 15 August 2008 and 20 August 2008 in
	respect of the proposed acquisition of the entire issued
	share capital of Blower Investments by the Company
“associate(s)”	has the same meaning as ascribed to it under the Listing
	Rules
“Blower Investments”	Blower Investments Limited, a company incorporated in
	the British Virgin Islands
“Blower Investments Group”	Blower Investments and its subsidiaries, from time to
	time
“Board”	the board of Directors
“Company”	Asian Union New Media (Group) Limited, a company
	incorporated in the Cayman Islands with limited
	liability, the Shares of which are listed on the main
	board of the Stock Exchange
“Completion”	completion of the Acquisition in accordance with the
	Share Purchase Agreement
“Consideration Shares”	the Tranche 1 Consideration Shares, the Tranche
	2 Consideration Shares and /or the Tranche 3
	Consideration Shares
“Director(s)”	the director(s) of the Company

— 1 —

DEFINITIONS

“EGM” the extraordinary general meeting of the Company to be held at Annapurna Room, Pacific Place Conference Centre, Level 5, One Pacific Place, 88 Queensway, Hong Kong on 10 October 2008, Friday at 10:00 a.m. for the purpose of seeking approval from the Shareholders in respect of the Share Purchase Agreement, the issue of the Consideration Shares, the transactions contemplated under the Share Purchase Agreement, the proposed change of the Company’s name and the proposed granting of the Repurchase Mandate, or any adjournment thereof

• “Equity Transfer Agreement” the agreement entered into on 13 August 2008 between Zhong Guan, the Transferors and Huang Ming Guo (as guarantor) pursuant to which the Transferors agreed to sell and Zhong Guan agreed to purchase the entire equity interests in Guangzhou ZhanShi subject to the terms and conditions of the said agreement

• “Existing Advertising Agency the exclusive advertising agency agreement entered Agreement” into between Guangdong ZhanShi and the Guangdong Television on 20 October 2006 pursuant to which Guangdong ZhanShi has been appointed as the exclusive advertising agent for Guangdong SAT TV for the period from 1 January 2007 to 31 December 2008

• “Fair Value” HK$148,428,000, being the market value of the Advertising Agency Agreement as determined by Vigers Appraisal & Consulting Limited

• “Fair Value Re-adjustment” equals the Fair Value Adjustment (as described under the section headed “Consideration” in the Letter from the Board to this circular) if the Advertising Agency Agreement has not been terminated at the time of approval of the Year 1 Accounts by the board of directors of Blower Investments and the Year 1 Net Profit is equal to or more than HK$80,000,000

• “Group” the Company and its subsidiaries

• “Guangdong SAT TV” the Satellite TV Channel of Guangdong Television of the PRC

• “Guangdong ZhanShi” Guangdong ZhanShi Media Advertising Company Limited（廣東湛視傳媒廣告有限公司）, the exclusive advertising agent of Guangdong SAT TV from 1 January 2007 to 31 December 2008 pursuant to the Existing Advertising Agency Agreement

— 2 —

DEFINITIONS

“Guangzhou ZhanShi”	廣州湛視廣告有限公司, a company incorporated in
	the PRC with limited liability with registered share
	capital of RMB500,000 (equivalent to approximately
	HK$570,000)
“Guarantor”	Huang Ming Guo, the director of the Vendor and Blower
	Investments; the legal representative, managing director
	and chief executive officer of Zhong Guan
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“HKFRS”	Hong Kong Financial Reporting Standards
“Issue Price”	HK$0.20 per Consideration Share
“KAF”	KAF Outdoor Media Limited (卡富流動媒體有限公司),
	a limited liability company incorporated in Hong Kong
“Latest Practicable Date”	12 September 2008, being the latest practicable date
	prior to the printing of this circular for ascertaining
	certain information for inclusion in the circular
“Letter Agreement”	the agreement entered into between the Company, the
	Vendor and the Guarantor on 29 May 2008 to extend the
	long-stop date under the Share Purchase Agreement
“Listing Rules”	the Rules Governing the Listing of Securities on The
	Stock Exchange of Hong Kong Limited
“Management Contract”	the agreement entered into between Guangdong
	ZhanShi and Zhong Guan on 13 August 2008 pursuant
	to which Guangdong ZhanShi has engaged Zhong Guan
	as its non-exclusive advertising agent in relation to the
	sales of advertising resources of Guangdong SAT TV
	from 1 September 2008 to 31 December 2008 under the
	Existing Advertising Agency Agreement
“Repurchase Mandate”	the general and unconditional mandate to repurchase
	fully paid up Shares 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
“RMB”	Renminbi, the lawful currency of the PRC
“PRC”	the People’s Republic of China

— 3 —

DEFINITIONS

“SFO”	the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong) as amended from time to time
“Share(s)”	ordinary share(s) of HK$0.01 each in the issued share
	capital of the Company
“Share Purchase Agreement”	the conditional sale and purchase agreement dated
	31 March 2008 entered into between the Vendor, the
	Company and the Guarantor for the sale and purchase of
	the entire issued share capital of Blower Investments, as
	amended by the Letter Agreement and the Supplemental
	Agreement
“Shareholders”	holders of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Supplemental Agreement”	the agreement entered into between the Company, the
	Vendor and the Guarantor on 13 August 2008 to amend
	certain terms and conditions of the Share Purchase
	Agreement
“Takeovers Code”	the Code on Takeovers and Mergers
“Tranche 1 Consideration Shares”	700,000,000 Shares, being the first tranche of Shares to
	be issued to the Vendor by the Company pursuant to the
	Share Purchase Agreement
“Tranche 2 Consideration Shares”	the second tranche of Shares to be issued to the Vendor
	by the Company pursuant to the Share Purchase
	Agreement
“Tranche 3 Consideration Shares”	the third tranche of Shares to be issued to the Vendor by
	the Company pursuant to the Share Purchase Agreement
“Transfer”	the transfer of the entire equity interests in Guangzhou
	ZhanShi by the Transferors to Zhong Guan pursuant to
	the Equity Transfer Agreement
“Transferors”	羅勝and陳學誠who hold 60% and 40% of the
	equity interests in Guangzhou ZhanShi respectively.
	To the best of the Directors’ knowledge, information
	and belief and having made all reasonable enquiries,
	the Transferors are third parties independent of the
	Company and the connected persons of the Company

— 4 —

DEFINITIONS

“Vendor”

Selamead Holdings Limited, a company incorporated in the British Virgin Islands

“Year 1 Agency Fee Adjustment” means the necessary adjustments such that the total expenses and cost of sales in Year 1 Accounts in relation to the agency fee payable by Zhong Guan (or its controlled corporations) to Guangdong Television for the 12 months ending 30 June 2009 is equivalent to the amount of agency fee payable for the 12 months ending 30 June 2009 as stated in the Advertising Agency Agreement, after taking into account of relevant taxation effect

“Year 2 Agency Fee Adjustment” means the necessary adjustments such that the total expenses and cost of sales in Year 2 Accounts in relation to the agency fee payable by Zhong Guan (or its controlled corporations) to Guangdong Television for the 12 months ending 30 June 2010 is equivalent to the amount of agency fee payable for the 12 months ending 30 June 2010 as stated in the Advertising Agency Agreement, after taking into account of relevant taxation effect

“Zhong Guan” Zhong Guan Media Company Limited, 廣東中觀傳媒有 限公司, a company established in the PRC

• “Zhong Guan Advertising Agency the agreement entered into between Guangzhou Agreement” ZhanShi and Zhong Guan on 13 August 2008 pursuant to which Guangzhou ZhanShi has appointed Zhong Guan as its non-exclusive advertising agent in relation to the sales of advertising resources of Guangdong SAT TV from 1 January 2009 to 31 December 2011 under the Advertising Agency Agreement

For the purpose of illustration only, sums in this circular expressed in RMB have been translated into HK$ at the rate of RMB1.00 = HK$1.14.

— 5 —

LETTER FROM THE BOARD

==> picture [118 x 47] intentionally omitted <==

==> picture [102 x 12] intentionally omitted <==

ASIAN UNION NEW MEDIA (GROUP) LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 419)

Executive Director: Registered office: Mr. ZHAO Anjian Cricket Square Hutchins Drive Non-executive Director: P.O. Box 2681 Mr. Edward TIAN Suning (Chairman) Grand Cayman KY1-1111 Cayman Islands

Independent non-executive Directors:

Mr. ZHANG Changsheng (Vice Chairman) Principal place of business in Hong Kong: Mr. LI Ruigang Room 1516 Mr. JIANG Jianning 15th Floor Mr. YUEN Kin Citic Tower Dr. WONG Yau Kar David 1 Tim Mei Avenue Central, Hong Kong 17 September 2008

To the Shareholders and for, information only, the holders of the convertible notes and the share options of the Company

Dear Sir/Madam,

DISCLOSEABLE TRANSACTION INVOLVING ISSUE OF CONSIDERATION SHARES — ACQUISITION OF ENTIRE EQUITY INTEREST OF BLOWER INVESTMENTS LIMITED PROPOSED CHANGE OF THE COMPANY’S NAME GENERAL MANDATE TO REPURCHASE SHARES AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The Board refers to the Announcements regarding the Share Purchase Agreement entered into on 31 March 2008 among the Company, the Vendor and the Guarantor (as amended by the Letter Agreement dated 29 May 2008 and the Supplemental Agreement dated 13

— 6 —

LETTER FROM THE BOARD

August 2008 entered into between the Company, the Vendor and the Guarantor) pursuant to which the Company conditionally agreed to purchase and the Vendor conditionally agreed to sell the entire issued share capital of Blower Investments. The total consideration for the Acquisition depends on the Fair Value and the results of Blower Investments Group for the 12-month period ending 30 June 2009 and the 12-month period ending 30 June 2010 (subject to a maximum consideration of HK$420 million) which shall be satisfied by the issue of the Consideration Shares at the Issue Price of HK$0.20 per Consideration Share to the Vendor in accordance with the provisions of the Share Purchase Agreement.

Blower Investments is principally engaged in investment holding and through its subsidiaries, is expected to engage in advertising agency business mainly in respect of television advertising in the PRC. As set out in the announcement of the Company dated 15 August 2008, as one of the conditions precedent to the Share Purchase Agreement, (i) the Advertising Agency Agreement was entered into between Guangzhou ZhanShi and the Guangdong Television on 8 August 2008 pursuant to which Guangzhou ZhanShi (an indirect whollyowned subsidiary of Blower Investments) has been appointed as the exclusive advertising agent for Guangdong SAT TV for the period from 1 January 2009 to 31 December 2011 and (ii) the Management Contract was entered into between Guangdong ZhanShi and Zhong Guan on 13 August 2008 pursuant to which Guangdong ZhanShi (the existing exclusive advertising agent of Guangdong Television from 1 January 2007 to 31 December 2008) has engaged Zhong Guan as its non-exclusive advertising agent in relation to the sales of advertising resources of Guangdong SAT TV from 1 September 2008 to 31 December 2008 under the Existing Advertising Agency Agreement.

The Acquisition constitutes a discloseable transaction for the Company under the Listing Rules. The purpose of this circular is to provide the Shareholders with details of the Acquisition, further information on the Group and to seek approval from the Shareholders in respect of the Share Purchase Agreement (as amended by the Letter Agreement and the Supplemental Agreement), the issue of the Consideration Shares, the transactions contemplated under the Share Purchase Agreement, the proposed change of the Company’s name and the proposed grant of the Repurchase Mandate. No Shareholder is required to abstain from voting at the EGM.

The notice of EGM is set out on pages 51 and 53 of this circular. A copy of the letter issued by Vigers Appraisal & Consulting Limited in respect of the Fair Value is set out on pages 31 to 37 of this circular. The valuation of the Fair Value has been prepared by Vigers Appraisal & Consulting Limited using the income or discounted cashflow method and is regarded as a profit forecast for the purposes of Chapter 14 of the Listing Rules. The respective letters issued by OSK Asia Capital Limited and Eddie K.K. Lau CPA Limited in respect of such profit forecast are set out on pages 38 to 41 of this circular.

— 7 —

LETTER FROM THE BOARD

THE SHARE PURCHASE AGREEMENT

Date

The Share Purchase Agreement was entered into on 31 March 2008 (the Letter Agreement and the Supplemental Agreement were entered into on 29 May 2008 and 13 August 2008, respectively)

Parties

Purchaser: the Company Vendor: the Vendor, the beneficial owner of the entire issued share capital of Blower Investments. Apart from the Acquisition, the Group has not had any previous transaction with the Vendor, its ultimate beneficial owners or the Guarantor. Guarantor: Huang Ming Guo, who is the director of the Vendor and Blower Investments as at the date of the Share Purchase Agreement, and the legal representative, managing director and chief executive officer of Zhong Guan, has agreed to guarantee the due and punctual performance and observance by the Vendor of all its obligations pursuant to the Share Purchase Agreement (as well as the Equity Transfer Agreement) and to provide certain other undertakings to the Company pursuant to the Share Purchase Agreement.

As confirmed by the Vendor and the Guarantor, save as disclosed in this circular, the Guarantor has no other relationship with the Vendor and its ultimate beneficial owners.

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, the Vendor, its ultimate beneficial shareholders and the Guarantor are third parties independent of the Company and the connected persons of the Company.

The Acquisition

The Company conditionally agreed to purchase and the Vendor conditionally agreed to sell the entire issued share capital of Blower Investments. Blower Investments will become a wholly-owned subsidiary of the Company after completion of the Acquisition and the financial results of the Blower Investments Group will be consolidated into the consolidated financial statements of the Group.

— 8 —

LETTER FROM THE BOARD

Consideration

The consideration for the Acquisition depends on the Fair Value determined and certified by an independent valuer and the results of the Blower Investments Group for the 12-month period ending 30 June 2009 and the 12-month period ending 30 June 2010 (subject to a maximum consideration of HK$420 million). The consideration shall be satisfied by the issue of the Consideration Shares at the Issue Price. Vigers Appraisal & Consulting Limited, an independent valuer, has been appointed by the Company to determine the Fair Value.

Please refer to Appendix I to this circular for the letter issued by Vigers Appraisal & Consulting Limited for the details in respect of the determination of Fair Value. The valuation of the Fair Value has been prepared by Vigers Appraisal & Consulting Limited using the income or discounted cash flow method and is regarded as a profit forecast for the purposes of Chapter 14 of the Listing Rules. The respective letters issued by OSK Asia Capital Limited and Eddie K.K. Lau CPA Limited in respect of such profit forecast are set out on pages 38 to 41 of this circular.

The Consideration Shares will issued in three tranches in accordance with the provisions of the Share Purchase Agreement as amended by the Supplemental Agreement. The basis of determining the Consideration Shares are summarised below.

Formula for determining the number of Consideration Shares	Issue time	Number
Tranche 1 Consideration Shares (remains unchanged)
700,000,000 – Fair Value Adjustment Fair Value Adjustment = (HK$140,000,000 – Fair Value)÷ Issue Price If the Fair Value is more than HK$140,000,000, the Fair Value Adjustment shall be 0 (zero). HK$140,000,000 is the benchmark value of the Fair Value as represented by the Vendor. The maximum number of Tranche 1 Consideration Shares will only be issued if the actual Fair Value determined by an independent valuer is equal to or higher than such benchmark value. Based on the Fair Value of HK$148,428,000, the Fair Value adjustment is 0 (zero) and the number of Tranche 1 Consideration Shares is 700,000,000 upon Completion.	Upon Completion	700,000,000, based on the Fair Value of HK$148,428,000

— 9 —

LETTER FROM THE BOARD

	Formula for determining the number of Consideration Shares	Issue time	Minimum Number	Maximum Number
	Tranche 2 Consideration Shares
	(A x (B – HK$40,000,000) ÷ (HK$80,000,000 – HK$40,000,000)) + Fair Value Re-adjustment A = 700,000,000 if the Advertising Agency Agreement has not been terminated at the time of approval of the unaudited financial statements of the Blower Investments Group for the 12 months ending 30 June 2009 (the “Year 1 Accounts”) by the board of directors of Blower Investments 500,000,000 if the Advertising Agency Agreement has been terminated at the time of approval of the Year 1 Accounts by the board of directors of Blower Investments B = the unaudited consolidated net profit of Blower Investments for the 12 months ending 30 June 2009 prepared in accordance with HKFRS (which will be subject to certain assurance procedures by the Company’s auditors under relevant professional standards) as set out in Year 1 Accounts – any accounts receivable of the Blower Investments Group which are accrued during the 12 months ending 30 June 2009 and are outstanding as of 31 October 2009, as shown on the unaudited management accounts (“Year 1 Management Accounts”) of the Blower Investments Group as at 31 October 2009 + Year 1 Agency Fee Adjustment (“Year 1 Net Profit”), subject to a maximum amount of HK$80,000,000. The exclusion of the accounts receivable for the purposes of calculating the Year 1 Net Profit is an arm’s length commercial decision agreed between the Company and the Vendor with a view to better reflecting the income of the Blower Investments Group actually realized by cash.	On the fifth business day after the date on which the Year 1 Accounts and the Year 1 Management Accounts are approved by the board of directors of Blower Investments The Company has undertaken to the Vendor to use its reasonable endeavours to procure that the Year 1 Accounts and the Year 1 Management Accounts be approved by the board of directors of Blower Investments no later than 15 November 2009	0	700,000,000

— 10 —

LETTER FROM THE BOARD

	Formula for determining the number of Consideration Shares	Issue time	Minimum Number	Maximum Number
	Under the terms of the Fair Value Re-adjustment set out in the Share Purchase Agreement, notwithstanding that the Fair Value determined by the independent valuer may be lower than HK$140,000,000, it has been agreed between the Company and the Vendor to have such number of Consideration Shares deducted under the Fair Value Adjustment be issued to the Vendor as part of the Tranche 2 Consideration Shares if the Blower Investments Group is able to demonstrate the value of its business by achieving the Year 1 Net Profit of HK$80,000,000 or more provided that the Advertising Agency Agreement has not been terminated at the time of approval of the Year 1 Accounts by the board of directors of Blower Investments. Based on the Fair Value of HK$148,428,000, the Fair Value Adjustment in relation to the Tranche 1 Consideration Shares is zero (0) and accordingly the Fair Value Re-adjustment is zero (0). If the Year 1 Net Profit is less than HK$40,000,000, the number of Tranche 2 Consideration Shares shall be zero (0). For any Tranche 2 Consideration Shares to be issued, Year 1 Net Profit has to be over HK$40,000,000 subject to a cap of HK$80,000,000 for the purposes of determining the number of Tranche 2 Consideration Shares.

— 11 —

LETTER FROM THE BOARD

	Formula for determining the number of Consideration Shares	Issue time	Minimum Number	Maximum Number
	Tranche 3 Consideration Shares
	((C – D – E) ÷ Issue Price) x ((F – HK$60,000,000) ÷ (HK$100,000,000 – HK$60,000,000)) + Bonus Adjustment C = 4.75 x Year 1 Net Profit, subject to a maximum amount of HK$380,000,000 if the Advertising Agency Agreement has not been terminated at the time of approval of the unaudited financial statements of the Blower Investments Group for the 12 months ending 30 June 2010 (“Year 2 Accounts”) by the board of directors of Blower Investments 4 x Year 1 Net Profit, subject to a maximum amount of HK$320,000,000 if the Advertising Agency Agreement has been terminated at the time of approval of the Year 2 Accounts by the board of directors of Blower Investments D = number of Tranche 1 Consideration Shares issued x Issue Price E = number of Tranche 2 Consideration Shares issued x Issue Price	On the fifth business day after the date the Year 2 Accounts and the Year 2 Management Accounts are approved by the board of directors of Blower Investments The Company has undertaken to the Vendor to use its reasonable endeavours to procure that the Year 2 Accounts and the Year 2 Management Accounts be approved by the board of directors of Blower Investments no later than 15 November 2010	0	700,000,000

— 12 —

LETTER FROM THE BOARD

Formula for determining the number Issue time Minimum Maximum of Consideration Shares Number Number F = the unaudited consolidated net profit of Blower Investments for the 12 months ending 30 June 2010 prepared in accordance with HKFRS (which will be subject to certain assurance procedures by the Company’s auditors under relevant professional standards) as set out in the Year 2 Accounts – any accounts receivable of the Blower Investments Group which are accrued during the 12 months ending 30 June 2010 and are outstanding as of 31 October 2010, as shown on the unaudited management accounts of the Blower Investments Group as at 31 October 2010 (“Year 2 Management Accounts”) + the Year 2 Agency Fee Adjustment (“Year 2 Net Profit”), subject to a maximum amount of HK$100,000,000. The exclusion of the accounts receivable for the purposes of calculating the Year 2 Net Profit is an arm’s length commercial decision agreed between the Company and the Vendor with a view to better reflecting the income and expenses of the Blower Investments Group actually realized or incurred by cash.

Bonus Adjustment = 200,000,000 if and only if (1) the Year 1 Net Profit is equal to or more than HK$80,000,000; (2) the Year 2 Net Profit is equal to or more than HK$100 million; (3) the Advertising Agency Agreement has not been terminated at the time of approval of the Year 2 Accounts by the board of directors of Blower Investments; and (4) the Vendor and the Guarantor are not in breach of any of their respective relevant warranties under the Share Purchase Agreement.

If the Year 2 Net Profit is less than HK$60,000,000, the number of Tranche 3 Consideration Shares shall be 0 (zero).

For any Tranche 3 Consideration Shares to be issued, the Year 2 Net Profit has to be over HK$60,000,000 subject to a cap of HK$100,000,000 for the purposes of determining the number of Tranche 3 Consideration Shares.

— 13 —

LETTER FROM THE BOARD

Formula for determining the number of Consideration Shares	Issue time	Minimum Number	Maximum Number
The pricing multiples of 4.75 times and 4 times used in the above formula were agreed between the Company and the Vendor after arm’s length negotiations with reference to the historical price-earnings ratio of the Shares prior to the entering into of the Share Purchase Agreement. Based on Infocast, as at 31 March 2008, the closing price-earnings ratio of the Shares was approximately 5.72 times. As it is expected that the Blower Investments Group will have better business prospects if the Advertising Agency Agreement has not been terminated, accordingly the pricing multiple in situation where the Advertising Agency Agreement has not been terminated is higher than that where the Advertising Agreement has been terminated.
Total		700,000,000 (700,000,000 Tranche 1 Consideration Shares will be issued to the Vendor upon Completion)	2,100,000,000

Pursuant to the Supplemental Agreement the periods upon which the Tranche 2 Consideration Shares and the Tranche 3 Consideration Shares are determined have been rolled forward six months from the year ending 31 December 2008 and the year ending 31 December 2009 respectively to the 12 months ending 30 June 2009 and the 12 months ending 30 June 2010 respectively. The Year 1 Agency Fee Adjustment had not been relevant before but was subsequently added in the Supplemental Agreement to reflect the appropriate calculation of the Year 1 Net Profit and the Tranche 2 Consideration Shares.

The maximum number of the Tranche 2 Consideration Shares remains to be 700,000,000 Consideration Shares notwithstanding the Year 1 Agency Fee Adjustment. The Year 1 Agency Fee Adjustment does not alter the maximum number of Shares that may be issued pursuant to the Tranche 2 Consideration Shares or the Acquisition. The Company does not consider amending the formula for calculating the Tranche 2 Consideration Shares a material change to the terms in respect of the Acquisition.

— 14 —

LETTER FROM THE BOARD

Upon the entering into of the Supplemental Agreement, all provisions of the Supplemental Agreement, including but not limited to the amendment in respect of the formula for calculating the Tranche 2 Consideration Shares, shall immediately have effect and be binding on the Company, the Vendor and the Guarantor in respect of the Share Purchase Agreement.

The Company expects that apart from the business in relation to the Advertising Agency Agreement, the Blower Investments Group will also engage in other advertising agency business in the PRC by capitalizing its management experience and expertise in the television advertising agency market. Accordingly, the Company considers it reasonable to continue to pay the consideration using the above earn-out mechanism as set out in the Share Purchase Agreement (even if the Advertising Agency Agreement has been terminated) based on the results of the Blower Investments Group and the expected continuing business and expertise of the Blower Investments Group.

The Consideration Shares shall be issued at the Issue Price, which was determined after arm’s length negotiation between the Company and the Vendor with reference to the market prices of the Shares prior to the entering into of the Share Purchase Agreement and the timing of the issue of the Consideration Shares in 3 tranches up to 2010. The Issue Price represents:

• (i) a premium of approximately 48.15% over the closing price of HK$0.135 per Share as quoted on the Stock Exchange on 31 March 2008, being the date on which the Share Purchase Agreement was entered into;

• (ii) a premium of approximately 56.25% over the average closing price of approximately HK$0.128 per Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including 31 March 2008;

• (iii) a premium of approximately 62.6% over the average closing price of approximately HK$0.123 per Share as quoted on the Stock Exchange for the last ten consecutive trading days up to and including 31 March 2008;

• (iv) a premium of approximately 292.2% over the closing price of HK$0.051 per Share as quoted on the Stock Exchange on the Latest Practicable Date;

• (v) a premium of approximately 217.5% over the average closing price of approximately HK$0.063 per Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including the Latest Practicable Date; and

• (vi) a premium of approximately 185.7% over the average closing price of approximately HK$0.070 per Share as quoted on the Stock Exchange for the last ten consecutive trading days up to and including the Latest Practicable Date.

— 15 —

LETTER FROM THE BOARD

The consideration was determined after arm’s length negotiation between the Company and the Vendor. In agreeing with the Vendor the total consideration for the Acquisition and the mechanism for determining such consideration, the Company has taken into consideration, (i) the actual number of Consideration Shares to be issued to the Vendor will depend on the value of the Advertising Agency Agreement, a major business contract in which the Blower Investments Group will be beneficially interested, certified by an independent valuer and the actual results of the Blower Investments Group; and (ii) prospects of the Blower Investments Group and the television advertising industry in the PRC. The Company is only required to issue Tranche 1 Consideration Shares if the Fair Value is positive. It is only required to issue Tranche 2 Consideration Shares if the Blower Investments Group achieves Year 1 Net Profit of not less than HK$40,000,000. It is only required to issue Tranche 3 Consideration Shares if the Blower Investments Group achieves Year 2 Net Profit of not less than HK$60,000,000. Based on the Fair Value of HK$148,428,000, the Company will issue 700,000,000 Tranche 1 Consideration Shares. The Company will not have to issue any Tranche 2 Consideration Shares and Tranche 3 Consideration Shares if the Year 1 Net Profit is not more than HK$40,000,000 and the Year 2 Net Profit is not more than HK$60,000,000 respectively. There is no cash outlay (other than for the expenses incurred and the expected business development of the Blower Investments Group) for the Acquisition. After having taken into consideration the above major factors, the Directors (including the independent non-executive Directors) consider that the Share Purchase Agreement is on normal commercial terms and its terms are fair and reasonable, and in the interests of the Shareholders as a whole.

Conditions precedent and Completion

Completion of the Acquisition is subject to the following conditions having been fulfilled or waived (as the case may be):

1. the approval by way of an ordinary resolution passed by the Shareholders at a meeting duly convened for such purpose and in accordance with the Listing Rules in respect of the Share Purchase Agreement, the issue of the Consideration Shares and the transactions contemplated under the Share Purchase Agreement;

2. the entering into of the Advertising Agency Agreement and the Management Contract(s) and such contract not being terminated prior to Completion;

3. the completion, to the reasonable satisfaction of the Company, of a due diligence review of the books, records, financial condition and prospects, business, physical assets and agreements of the Blower Investments Group;

4. the Listing Committee of the Stock Exchange granting listing of, and permission to deal in, the Consideration Shares (and such listing and permission to deal in the Consideration Shares not being subsequently revoked prior to the issue of the Tranche 1 Consideration Shares);

— 16 —

LETTER FROM THE BOARD

1. the Company receiving a legal opinion from the PRC legal advisors of the Vendor concerning such matters relating to the Acquisition, Zhong Guan and the transactions contemplated under the Share Purchase Agreement as the Company may reasonably require;

2. the Company receiving a legal opinion from the British Virgin Islands legal advisors of the Vendor concerning such matters relating to the Acquisition, Blower Investments and the transactions contemplated under the Share Purchase Agreement as the Company may reasonably require; and

3. the Company (or a subsidiary of the Company) entering into an employment contract with each of the Guarantor and certain individuals in a form satisfactory to the Company and such other signatory to the employment contract.

Completion of the Share Purchase Agreement shall take place on the fifth business day after the later of (i) the date on which an independent valuer determines the Fair Value (the relevant valuation report has been issued by Vigers Apprasial & Consulting Limited as set out in Appendix I to this circular) and (ii) after all the conditions have been satisfied or waived (in respect of conditions 2, 3, 5, 6 and 7) (or such other date as the parties to the Share Purchase Agreement may agree in writing).

In the event that all of the conditions stated above are not fulfilled or waived, on or before 31 October 2008 (or such other date as the parties to the Share Purchase Agreement may agree in writing), the Share Purchase Agreement shall lapse and neither the Company nor the Vendor shall have any claim against the other under it, save for any claim arising from breach of certain obligation pursuant to the Share Purchase Agreement.

As set out in the announcement of the Company dated 15 August 2008, the Advertising Agency Agreement and the Management Contract were entered into on 8 August 2008 and 13 August 2008 respectively. Please refer to the sections headed “Advertising Agency Agreement” and “Management Contract” in this letter for details. As at the Latest Practicable Date, conditions 2, 3 and 5 have been fufilled and conditions 1, 4, 6 and 7 have not been fufilled.

Lock-up undertakings

Pursuant to the relevant provisions of the Share Purchase Agreement, the Vendor has undertaken to the Company that, it will not:

• (i) with respect to the Tranche 1 Consideration Shares:

• (a) for a period of 12 months from Completion, dispose of any of the Tranche 1 Consideration Shares; and

— 17 —

LETTER FROM THE BOARD

• (b) for a period of 24 months from Completion, dispose of more than 50% of the Tranche 1 Consideration Shares.

• (ii) with respect to each of the Tranche 2 Consideration Shares and the Tranche 3 Consideration Shares:

• (a) for a period of 6 months from the respective date of issuance of the Tranche 2 Consideration Shares and the Tranche 3 Consideration Shares (as the case may be), dispose any of the Tranche 2 Consideration Shares and the Tranche 3 Consideration Shares, respectively;

• (b) for a period of 12 months from the respective date of issuance of the Tranche 2 Consideration Shares and the Tranche 3 Consideration Shares (as the case may be), dispose more than 30% of the Tranche 2 Consideration Shares and the Tranche 3 Consideration Shares, respectively; and

• (c) for a period of 18 months from the respective date of issuance of the Tranche 2 Consideration Shares and the Tranche 3 Consideration Shares (as the case may be), dispose, in aggregate, more than 60% of the Tranche 2 Consideration Shares and the Tranche 3 Consideration Shares, respectively.

Under the Share Purchase Agreement, the Company has the right to waive the above disposal restrictions at any time after having discussed with the Vendor.

The above restrictions on transfer of the Consideration Shares shall cease to apply if, at any time during the above restriction periods, CBC China Media Limited (formerly Speedy Swift Investments Limited), (the existing single largest Shareholder) (or the subsidiary of any holding company of CBC China Media Limited) ceases to be the single largest Shareholder on a fully diluted basis (after taking into account any convertible bonds, warrants or options issued by the Company).

Undertakings of and Restrictions on the Guarantor

The Guarantor has undertaken to the Company that:

• (i) for a period of three years from Completion, the Guarantor will be employed as the general manager of Zhong Guan or in such other senior management positions within the Blower Investments Group as may be required by the Company from time to time, on employment terms which are commensurate with competitive market terms;

• (ii) as from Completion, the Guarantor will use his best endeavours to develop the advertising agency business of Zhong Guan; and

— 18 —

LETTER FROM THE BOARD

• (iii) all businesses which are of the same or similar type to the business now carried on by the Guarantor (including, without limitation, advertising agency business) shall from Completion onwards be conducted entirely through Zhong Guan.

Subject to the specific provisions under the Share Purchase Agreement, the Guarantor has further undertaken to the Company that the Guarantor will not during the three years commencing on Completion (or such shorter period of time recognized by applicable law as being binding on the Guarantor), carry on, be engaged in or be economically interested in any business which is of the same or similar type to advertising agency businesses and which is or is likely to be in competition with any part of the business of the Blower Investments Group, for its own account or for that of any person, firm or company (other than the Company or the Blower Investments Group) or in any other manner and whether through the medium of any company controlled by it (for which purpose there shall be aggregated with its shareholding or ability to exercise control the shares held or control exercised by any person connected with the Vendor) or as principal, partner, director, employee, consultant or agent.

Undertakings of the Company

The Company has undertaken to the Guarantor that the Company will procure Zhong Guan to appoint and employ the Guarantor as general manager upon employment terms which are commensurate with competitive market terms, subject to agreement between the Guarantor and Zhong Guan for a period of no less than three years after Completion.

As a condition precedent to the Share Purchase Agreement, the Guarantor and certain other individuals who are experienced in the PRC advertising industry will have to be employed by the Group (including member companies of the Blower Investments Group) upon Completion. The Company considers that the above employments will help enable a steady development of the business of the Blower Investments Group after Completion. As at the Latest Practicable Date, some of the terms of employment of the Guarantor and certain other individuals have been determined.

As at the Latest Practicable Date, the Company has no plan to appoint any management of the Blower Investments Group (including the Guarantor) as Director and does not have any specific plan to appoint any new directors in connection with the entering into of the Share Purchase Agreement. The Company is also not aware of any Directors who intend to resign as a result of the Acquisition.

— 19 —

LETTER FROM THE BOARD

At the request of the Vendor and the Guarantor, with a view to ensuring the Blower Investments Group will have sufficient capital for the development of its business, the Company has undertaken under the Share Purchase Agreement that the Company shall, within such reasonable period of time after receipt of a written request from the Guarantor, provide such amount of working capital to Zhong Guan (which will be a wholly-owned subsidiary of the Company upon Completion) as may be reasonably requested by the Guarantor, provided that such amount of working capital shall in no event exceed HK$50 million.

THE CONSIDERATION SHARES

The Consideration Shares, when allotted and issued, shall rank pari passu in all respects with the Shares then in issue including the right to receive all dividends or distributions declared, made or paid on or after Completion. The Company has given certain customary warranties to the Vendor in relation to the issue of the Consideration Shares.

The maximum number of Consideration Shares to be issued (2,100,000,000 Consideration Shares) represents: (i) approximately 11.59% of the issued share capital of the Company as at the Latest Practicable Date; and (ii) approximately 10.39% of the issued share capital of the Company as enlarged by the allotment and issue of the maximum number of Consideration Shares.

Application for listing

Application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares.

Mandate to issue Consideration Shares

Up to the Latest Practicable Date, according to the general mandate granted to the Directors by the Shareholders at the annual general meeting of the Company held on 10 June 2008, 3,623,649,062 Shares may further be issued by the Company under such general mandate.

The Directors will seek a specific approval from the Shareholders at the EGM for the allotment and issue of the Consideration Shares.

SHAREHOLDING STRUCTURE OF THE COMPANY

The following table illustrates the shareholding structure of the Company (i) before the issue of the Consideration Shares (as at the Latest Practicable Date); (ii) immediately after the issue of Tranche 1 Consideration Shares (700 million Consideration Shares) based on the Fair Value; (iii) immediately after the issue of maximum number of Consideration Shares (2,100 million Consideration Shares); and (iv) immediately after the issue of maximum

— 20 —

LETTER FROM THE BOARD

number of Consideration Shares (2,100 million Consideration Shares) and the conversion of the convertible notes due 2010 carrying rights to convert into 1,000,000,000 new Shares (see notes 1 and 2 below).

Shareholders The Vendor CBC China Media Limited (formerly Speedy Swift Investments Limited) Public Shareholders Total	As at the Latest Practicable Date (before issue of the Consideration Shares) Number of Shares Approximate % 0 0.00% 3,553,700,000 19.61% 14,564,545,313 80.39% 18,118,245,313 100.00%	Immediately after the issue of Tranche 1 Consideration Shares (700 million Consideration Shares) Number of Shares Approximate % 700,000,000 3.72% 3,553,700,000 18.88% 14,564,545,313 77.40% 18,818,245,313 100.00%	Immediately after the issue of maximum number of Consideration Shares (2,100 million Consideration Shares) Number of Shares Approximate % 2,100,000,000 10.39% 3,553,700,000 17.58% 14,564,545,313 72.03% 20,218,245,313 100.00%	Immediately after the issue of the maximum number of Consideration Shares (2,100 million Consideration Shares) and assuming full conversion of all outstanding convertible notes Number of Shares Approximate % 2,100,000,000 9.90% 4,553,700,000 21.46% 14,564,545,313 68.64% 21,218,245,313 100.00%	Immediately after the issue of the maximum number of Consideration Shares (2,100 million Consideration Shares) and assuming full conversion of all outstanding convertible notes Number of Shares Approximate % 2,100,000,000 9.90% 4,553,700,000 21.46% 14,564,545,313 68.64% 21,218,245,313 100.00%
					100.00%

As set out in the Company’s announcement dated 9 April 2008, as at the date of the announcement, CBC China Media Limited (formerly Speedy Swift Investments Limited) held (i) 1,500,000,000 Shares; (ii) convertible notes of the Company with a principal amount of HK$49,000,000 which is convertible into 1,000,000,000 Shares (subject to adjustments); and (iii) 1,900,000,000 warrants carrying rights to subscribe for 1,900,000,000 Shares.

CBC China Media Limited has subsequently (i) exercised 1,900,000,000 warrants carrying rights to subscribe for 1,900,000,000 Shares on 11 April 2008 and (ii) acquired 153,700,000 Shares on the market up to the Latest Practicable Date.

Notes:

1. CBC China Media Limited is controlled by China Broadband Capital Partners, L.P., and Mr Edward TIAN Suning is the chairman and non-executive director of the Company and the director of CBC China Media Limited. Mr. Tian is deemed to be interested in CBC China Media Limited. As at the Latest Practicable Date, CBC China Media Limited held (i) 3,553,700,000 Shares; and (ii) convertible notes of the Company due 2010 with a principal amount of HK$49,000,000 which were convertible into 1,000,000,000 Shares (subject to adjustments). Out of the 930,000,000 outstanding share options, Mr. Edward TIAN Suning held 20,000,000 share options as at Latest Practicable Date.

2. Save as disclosed above and 930,000,000 outstanding share options, as at the Latest Practicable Date, there are no other outstanding securities issued by the Company which carry rights to subscribe for, convert into or exchange into Shares, including any convertible bonds, warrants and options.

— 21 —

LETTER FROM THE BOARD

1. As confirmed by the Vendor and CBC China Media Limited, the Vendor and CBC China Media Limited are not parties acting in concert.

ADVERTISING AGENCY AGREEMENT

Background of the Advertising Agency Agreement

Completion of the Share Purchase Agreement (as amended by the Letter Agreement and the Supplemental Agreement) is conditional on, among other things, the entering into of the Advertising Agency Agreement and the Management Contract.

The Advertising Agency Agreement was entered into by Guangzhou ZhanShi and Guangdong Television on 8 August 2008.

Guangzhou ZhanShi is principally engaged in advertising distribution, advertising agency and corporate management consultancy and is a wholly-owned subsidiary of Zhong Guan under HKFRS as at the Latest Practicable Date as i) Zhong Guan entered into the Equity Transfer Agreement with Transferors and the Guarantor on 13 August 2008 to acquire the entire equity interests in Guangzhou ZhanShi at a consideration of RMB500,000 (equivalent to approximately HK$570,000) (which is equivalent to the paid-up capital of Guangzhou ZhanShi) subject to the terms and conditions of the Equity Transfer Agreement and certain PRC regulatory requirements; ii) the Transferors have agreed to authorize Zhong Guan’s representative to exercise their shareholders’ rights at general meetings of Guangzhou ZhanShi at the instruction of Zhong Guan; and iii) Zhong Guan and Guangzhou ZhanShi entered into the Zhong Guan Advertising Agency Agreement on 13 August 2008 pursuant to which Guangzhou ZhanShi has appointed Zhong Guan as its non-exclusive advertising agent in relation to the sales of advertising resources of Guangdong SAT TV from 1 January 2009 to 31 December 2011 under the Advertising Agency Agreement. Guangzhou ZhanShi is a wholly-owned subsidiary of Zhong Guan under HKFRS as at the Latest Practicable Date, as Zhong Guan is able to exercise control over Guangzhou ZhanShi, as a result of (i) the Transferors have agreed to authorize Zhong Guan’s representative to exercise their shareholders’ rights at general meetings of Guangzhou ZhanShi at the instruction of Zhong Guan and (ii) the entering into of the Equity Transfer Agreement and the Zhong Guan Advertising Agency Agreement. The financial statements of Zhong Guan will consolidate the assets, liabilities and results of Guangzhou ZhanShi even before completion of the Transfer. Guangzhou ZhanShi will become an indirect wholly-owned subsidiary of the Group upon completion of the Acquisition.

Guangdong SAT TV (廣東電視台衞星頻道) is a satellite television channel operated by Guangdong Television broadcasting a variety of television programs, including dramas, news and other documentary programs nationwide.

— 22 —

LETTER FROM THE BOARD

Pursuant to the Advertising Agency Agreement, Guangzhou ZhanShi has been engaged as the exclusive advertising agent of Guangdong SAT TV having the exclusive right of selling and distributing advertising resources including advertising air-time of Guangdong SAT TV, other advertising resources of Guangdong SAT TV which take up advertising screen area, such as title and program sponsorship, and carriage of television programs for other parties for a period of three years from 1 January 2009 to 31 December 2011.

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, Guangdong Television is a state-owned entity and is third party independent of the Company and the connected persons of the Company.

All income derived from the sales of the above advertising resources of Guangdong SAT TV during the term of the Advertising Agency Agreement shall belong to Guangzhou ZhanShi, save for the advertising income in relation to the weather forecast program of Guangdong SAT TV, which is operated by Guangdong Television, and such income shall belong to Guangdong Television. In respect of those advertising opportunities which will not take up any advertising screen area of Guangdong SAT TV, Guangzhou ZhanShi will further agree with Guangdong Television in respect of the sharing of such advertising income.

In respect of the sale and distribution of the advertising resources of Guangdong SAT TV, Guangzhou ZhanShi will discuss and agree with Guangdong Television and will have the final right to decide the relevant pricing policy.

Guangzhou ZhanShi is required to make a deposit with Guangdong Television of RMB25 million (equivalent to approximately HK$28.5 million) before 30 November 2008. Annual agency fee payments under the Advertising Agency Agreement, net of rebate, range from approximately RMB329.1 million (equivalent to approximately HK$375.2 million) to approximately RMB435.3 million (equivalent to approximately HK$496.2 million). After Guangzhou ZhanShi has duly paid the fees to Guangdong Television each year in accordance with the terms of the Advertising Agency Agreement, Guangdong Television will then make a fee rebate to Guangzhou ZhanShi.

As advised by the Vendor, the consideration payable by Guangzhou ZhanShi to Guangdong Television was agreed after arm’s length negotiations between the parties to the Advertising Agency Agreement. In agreeing the consideration, as advised by the Vendor, the parties to the Advertising Agency Agreement have taken into account a number of factors including, among other things, the market position and audience rating of Guangdong SAT TV, the management and development strategy of Guangdong Television and Guangdong SAT TV and the television advertising market trend in the PRC.

— 23 —

LETTER FROM THE BOARD

Undertakings by Guangdong Television

Under the Advertising Agency Agreement, Guangdong Television has undertaken to Guangzhou ZhanShi, among other things, that (i) it will be responsible for the scheduling and broadcasting of advertising commercials and/or programs and provision of other necessary related services; (ii) the viewership of Guangdong SAT TV, based on the television audience measurement conducted by CSM Media Research, will have a stable annual increase in the years 2009 to 2011; and (iii) it shall satisfy all reasonable requests of Guangzhou ZhanShi in a timely manner and representatives of Guangzhou ZhanShi shall have the right to participate in the program production, introduction, editorial and broadcasting of Guangdong SAT TV.

MANAGEMENT CONTRACT

Background

Guangdong ZhanShi is the exclusive advertising agent of Guangdong SAT TV from 1 January 2007 to 31 December 2008 pursuant to the Existing Advertising Agency Agreement.

The terms of the Existing Advertising Agency Agreement are similar to those of the Advertising Agency Agreement.

The Management Contract was entered into between Guangdong ZhanShi and Zhong Guan on 13 August 2008 pursuant to which Guangdong ZhanShi (the existing exclusive advertising agent of Guangdong SAT TV) has engaged Zhong Guan as its non-exclusive advertising agent in relation to the sales of advertising resources of Guangdong SAT TV from 1 September 2008 to 31 December 2008 under the Existing Advertising Agency Agreement.

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, and as advised by the Vendor, the Transferors, Guangdong ZhanShi, Guangzhou ZhanShi and their respective ultimate beneficial owners are third parties independent of the Company and the connected persons of the Company.

The Group has not had any previous transaction or business relationship with the Transferors and Guangzhou ZhanShi.

— 24 —

LETTER FROM THE BOARD

Principal terms of the Management Contract

Pursuant to the Management Contract, Zhong Guan will be entitled to income generated from the sales of the advertising resources of Guangdong SAT TV procured by it during the period from 1 September 2008 to 31 December 2008. Agency fee payments shall be made by Zhong Guan to Guangdong ZhanShi monthly and determined as follows:

Income derived from the sales of the advertising Amount payable by Guangdong resources of Guangdong SAT TV by Zhong Guan ZhanShi to Guangdong Television X Sum of the income derived from sales of advertising pursuant to the Existing resources of Guangdong SAT TV by Zhong Guan, Advertising Agency Agreement Guangdong ZhanShi and its other advertising agent(s)

INFORMATION ON THE BLOWER INVESTMENTS GROUP

Blower Investments is principally engaged in investment holding and has not carried out any business since its incorporation and therefore has no previous track record, and through its wholly-owned subsidiaries, KAF, Zhong Guan and Guangzhou ZhanShi, is expected to engage in advertising agency business mainly in respect of television advertising in the PRC.

On 30 June 2008, Blower Investments acquired the entire issued capital of KAF. KAF is principally engaged in outdoor media advertising. The sellers of the shares of KAF are independent third parties and are not connected persons of the Company. Save for the sale of shares of KAF to Blower Investments by its sellers, there is no other relationship between the sellers of the shares of KAF and each of (i) ultimate beneficial owners of the Vendor; (ii) the Vendor and (iii) the Guarantor.

Based on the audited accounts of KAF received by the Company (which were prepared in accordance with the Small and Medium-sized Entity Financial Reporting Standard issued by the Hong Kong Institute of Certified Public Accountants), the following are the audited profit/(loss) before and after taxation of KAF for the three financial years ended 31 March 2008.

	For the financial	For the financial	For the financial
	year ended	year ended	year ended
	31 March 2006	31 March 2007	31 March 2008
	HK$	HK$	HK$
(Loss)/Profit before taxation	(145,583)	16,101	(105,738)
(Loss)/Profit after taxation	(145,583)	16,101	(105,738)

The audited net liabilities of KAF as at 31 March 2008 were approximately HK$388,865.

— 25 —

LETTER FROM THE BOARD

Zhong Guan was established in the PRC with a proposed registered capital of RMB10,000,000 (equivalent to approximately HK$11,400,000). Upon Completion, Zhong Guan will become an indirect wholly-owned subsidiary of the Company and the Group proposes to finance the payment of the registered capital of Zhong Guan after Completion. Save for the entering into of the Management Contract, the Zhong Guan Advertising Agency Agreement and the Equity Transfer Agreement and the activities in connection with the three agreements, Zhong Guan has not carried out any other significant operation.

Guangzhou ZhanShi is a company incorporated in the PRC with limited liability and with registered share capital of RMB500,000 (equivalent to approximately HK$570,000). Guangzhou ZhanShi is a subsidiary of Zhong Guan under HKFRS as at the Latest Practicable Date and is expected to engage in advertising distribution, advertising agency and corporate management consultancy. Guangzhou ZhanShi has not carried any business since its incorporation other than the entering into of the Advertising Agency Agreement and the Zhong Guan Advertising Agency Agreement.

The diagram below summarizes the relationships between the Company, the Blower Investments Group, Guangzhou ZhanShi, Guangdong ZhanShi and Guangdong Television.

==> picture [426 x 345] intentionally omitted <==

----- Start of picture text -----

The Company The Vendor
the entire issued
share capital of
Blower Investments Blower
to be transferred Investments
to the Company
under the Share
Purchase Agreement
as amended by
the Supplemental
Agreement
KAF Transferors
Advertising Agency Agreement
Guangzhou Guangdong Guangdong Television
Zhong Guan
ZhanShi ZhanShi re: Guangdong SAT TV
• Guangzhou ZhanShi is a subsidiary of
Zhong Guan Existing Advertising
• Zhong Guan controls and exercises the
voting rights conferred on shareholders at Agency Agreement
general meetings of Guangzhou ZhanShi
• entire equity interest of Guangzhou
ZhanShi to be transferred to Zhong Guan
under the Equity Transfer Agreement
Zhong Guan Advertising Agency
Agreement relating to the
Advertising Agency Agreement
Management Contract relating to the
Existing Advertising Agency Agreement
----- End of picture text -----

— 26 —

LETTER FROM THE BOARD

FINANCIAL EFFECT OF THE ACQUISITION

Following the completion of the Acquisition, Blower Investments (which holds 100% interest in KAF, Zhong Guan and Guangzhou ZhanShi) will become a wholly-owned subsidiary of the Company. The financial results of the Blower Investments Group will be consolidated into the financial statements of the Group. As the Acquisition will be settled by the issuance of the Consideration Shares only, the total assets of the Group will increase whilst there will not be any material changes to the total liabilities of the Group. It is expected that the net asset value of the Group will increase immediately upon completion of the Acquisition. Based on the assumption that the Advertising Agency Agreement will be profitable during its term from 1 January 2009 to 31 December 2011, the Acquisition is expected to enhance the Group’s earnings.

REASONS FOR THE ACQUISITION

The Blower Investments Group plans to engage directly or indirectly in the advertising agency business in respect of Guangdong SAT TV in the PRC and will enjoy the exclusive agent status for the period from 1 January 2009 to 31 December 2011. The Group is principally engaged in television advertising business and film & television drama business, with its operations mainly in the PRC and Hong Kong. The Directors believe that the Acquisition will further strengthen the Group’s ability in arranging advertising air-time for its clients. This will enhance the Group’s competitive position as a television advertising agency company in the PRC and allow the Group to further capitalize upon the growing television advertising market.

PROPOSED CHANGE OF THE COMPANY’S NAME

The Board considers that the Group needs to further diversify its business to other media business areas such as advertising agencies, content distribution and integration of different media platforms such as satellite channels, mobile phone and internet etc. The existing name of the Company suggests a business scope limited to “new media”.

Accordingly, the Board proposes to change the name of the Company to “Media China Corporation Limited (華億傳媒有限公司)” to better reflect the future business development and direction of the Group. The proposed change of name is subject to the passing of a special resolution at the EGM, and the approval of the Registrar of Companies in the Cayman Islands.

Subject to satisfaction of the conditions set out above, the proposed change of the Company’s name will take effect from the date on which the certificate on change of name is issued by the Registrar of Companies in the Cayman Islands. The Company will then carry out the necessary filing procedures with the Companies Registry in Hong Kong.

— 27 —

LETTER FROM THE BOARD

The change of name of the Company will not affect any rights of the Shareholders. All existing share certificates in issue bearing the existing name of the Company will continue to be evidence of title to the Shares and will continue to be valid for trading, settlement, delivery and registration for the same number of the shares of the Company. Any issue of share certificates thereafter will be in the new name of the Company.

There will be arrangement for free exchange of the existing share certificates of the Company for new share certificates printed in the new name of the Company. Once the change of name becomes effective, Shareholders may, if they so wish, during the period of one month, deliver existing share certificates in respect of the shares of the Company held by them to the Company’s branch registrar and transfer office in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, to exchange at the expense of the Company, for the new share certificates bearing the new name of the Company. After the expiry of such one month period, share certificates of the Company will be accepted for exchange at the expense of the Shareholders. Such exchanges will incur a fee of HK$2.50 (or such other amount as may from time to time be charged) for each of such certificate to be issued. A further announcement will be made should the change of name of the Company become effective.

GENERAL MANDATE TO REPURCHASE SHARES

At the EGM, an ordinary resolution will be proposed to the Shareholders to grant to the Directors a general and unconditional mandate to exercise all powers of the Company to repurchase issued Shares in the share capital of the Company subject to the criteria set out in this circular. In particular, Shareholders should note that the maximum number of shares that may be repurchased pursuant to the Repurchase Mandate will be such number which represents 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution subject to the Listing Rules. The Repurchase Mandate will end on the earliest of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by law or the Company’s articles of association, and the date upon which such authority is revoked or varied by ordinary resolution of the Company in general meeting.

In accordance with the Listing Rules, the Company is required to send to the Shareholders an explanatory statement which is set out in Appendix IV to this circular.

— 28 —

LETTER FROM THE BOARD

LISTING RULES REQUIREMENTS

The Acquisition constitutes a discloseable transaction for the Company under the Listing Rules. Ordinary resolutions will be proposed at the EGM to approve the Share Purchase Agreement, the issue of the Consideration Shares, the transactions contemplated under the Share Purchase Agreement and the proposed granting of the Repurchase Mandate; a special resolution will be proposed at the EGM to approve the proposed change of the Company’s name. As at the Latest Practicable Date, no Shareholder should be required to abstain from voting at the EGM.

EGM

A notice of the EGM to be held at Annapurna Room, Pacific Place Conference Centre, Level 5, One Pacific Place, 88 Queensway, Hong Kong on 10 October 2008, Friday at 10:00 a.m. for the purpose of seeking the Shareholders’ approval in relation to the Share Purchase Agreement, the issue of the Consideration Shares, the transactions contemplated under the Share Purchase Agreement, the proposed change of the Company’s name and the proposed granting of the Repurchase Mandate, is set out on pages 51 to 53 of this circular. A form of proxy for use by the Shareholders at the EGM is enclosed. If you do not intend to attend the EGM in person, please complete the form of proxy enclosed in accordance with the instructions printed thereon and return it to the share registrar of the Company, Tricor Tengis Limited at 26th Floor, 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 EGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM should you so wish.

RIGHT TO DEMAND POLL

Subject to any special rights or restrictions as to voting for the time being attached to any Shares by or in accordance with the articles of association of the Company, at any general meeting on a show of hands every Shareholder present in person (or being a corporation, present by a representative duly authorized), or by proxy shall have one vote and on a poll every Shareholder present in person or by proxy (or, in the case of a Shareholder being a corporation, by its duly authorized representative) shall have one vote for every fully paid Shares of which he is the holder but that no amount paid up or credited as paid up on a Share in advance of calls or instalments is treated for the foregoing purposes as paid up on the Share. Notwithstanding anything contained in the articles of association of the Company, where more than one proxy is appointed by a Shareholder which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. A resolution put to the vote of a meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

(a) by the chairman of such meeting; or

— 29 —

LETTER FROM THE BOARD

• (b) by at least three Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

• (c) by a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or

• (d) by a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy and holding Shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all Shares conferring that right.

A demand by a person as proxy for a Shareholder or in the case of a Shareholder being a corporation by its duly authorized representative shall be deemed to be the same as a demand by a Shareholder.

RECOMMENDATION

Having considered both the reasons for the Acquisition as set out on page 27 of this circular, the Directors (including the independent non-executive Directors) consider that the terms of the Share Purchase Agreement (as amended by the Letter Agreement and the Supplemental Agreement) are fair and reasonable and the Acquisition is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favor of the (i) ordinary resolutions to be proposed at the EGM to approve the Share Purchase Agreement, the issue of the Consideration Shares, the transactions contemplated under the Share Purchase Agreement and the proposed granting of the Repurchase Mandate and (ii) the special resolution to be proposed at the EGM to approve the change of the Company’s name.

Yours faithfully, For and on behalf of

Asian Union New Media (Group) Limited Edward Tian Suning Chairman

Hong Kong, 17 September 2008

— 30 —

APPENDIX I LETTER FROM VIGERS APPRAISAL & CONSULTING LIMITED IN RESPECT OF THE VALUATION OF THE ADVERTISING AGENCY AGREEMENT

The following is the text of a letter from Vigers Appraisal & Consulting Limited prepared for the purpose of inclusion in this circular in respect of the valuation of the Advertising Agency Agreement.

==> picture [55 x 55] intentionally omitted <==

Vigers Appraisal & Consulting Limited International Assets Appraisal Consultants

10th Floor, The Grande Building 398 Kwun Tong Road Kowloon Hong Kong

17 September 2008

The Directors

Asian Union New Media (Group) Limited Room 1516, 15/F, Citic Tower 1 Tim Mei Avenue Central Hong Kong

Dear Sirs,

In accordance with the instruction from Asian Union New Media (Group) Limited (the “Company”), we have appraised the market value of Advertising Agency Agreement (the “Agreement”) entered into between 廣州湛視廣告有限公司 (“Guangzhou ZhanShi”), which is a member of the Blower Investments Group, and 廣東電視台 (“Guangdong Television”), dated 8 August 2008 (the “Appraisal Date”).

The purpose of this report is to provide an independent opinion on the market value of the Agreement as at the Appraisal Date for the purpose of determining the number of Tranche 1 Consideration Shares to be issued by the Company for the acquisition of the entire share capital of Blower Investments Limited as detailed in the section “The Acquisition” below.

— 31 —

LETTER FROM VIGERS APPRAISAL & CONSULTING LIMITED IN RESPECT OF THE VALUATION OF THE ADVERTISING AGENCY AGREEMENT

APPENDIX I

BACKGROUD

Blower Investments is principally engaged in investment holding and has not carried out any business since its incorporation and therefore has no previous track record. The Blower Investments Group, through its interests in KAF, Zhong Guan and Guangzhou ZhanShi, is expected to engage in advertising agency business mainly in respect of television advertising in the PRC.

The Acquisition

Pursuant to Share Purchase Agreement dated 31 March 2008, the Letter Agreement dated 29 May 2008 and the Supplemental Agreement dated 13 August 2008, the Company conditionally agreed to purchase the entire issued share capital of Blower Investments. The acquisition is conditional on, among other things, the entering into of the Advertising Agency Agreement and the Management Contract(s). The Advertising Agency Agreement was entered into between Guangdong Television and Guangzhou ZhanShi dated 8 August 2008. Under the terms of the agreement, Guangzhou ZhanShi will serve as the 3-year exclusive agency for all of the advertising resources of Guangdong Satellite Television. This report is to carry out the valuation of the market value of the Advertising Agency Agreement.

The Television Advertising Business

China’s television advertising market is regulated under the China’s State Administration of Radio, Film and Television (SARFT) Regulation 17, effective on 1 January 2004. The SARFT Regulation 17 limits that the total allowed duration for advertisements on each channel should be no longer than 20% of the whole day’s broadcast hours and 15% of the prime 7:00 pm — 9:00 pm slots; it also limits that the broadcast of advertisements during drama series can be showed only once in each episode and can only last two minutes and 30 seconds.

The advertising industry is one of the fastest growing industries in China. According to the latest figures from the Nielsen Company, advertising spending in China in 2007 recorded a 15% increase across the three mainstream media — TV, Newspapers and magazine — reaching RMB441.5 billion compared to the previous year. TV continues to take the lion’s share of China’s advertising pie, attracting 82% of total advertising budgets over the year and enjoying 16% growth.

There are several advertisement modes: regular advertisement, direct selling advertisement, sponsorship and other specially-created advertisement modes. The categories of sponsorship include title sponsor, sole sponsor of the program and associated sponsors for one program. The sponsorship entitlements may include sponsor tags for promos, the opening & closing credit titles, break bumpers and commercial spots, depending on its contract with the television station.

— 32 —

APPENDIX I LETTER FROM VIGERS APPRAISAL & CONSULTING LIMITED IN RESPECT OF THE VALUATION OF THE ADVERTISING AGENCY AGREEMENT

The advertising rates prevailing in 2008 differ among satellite televisions in different provinces in China. During the daytime, the rate ranged from RMB1,700 to RMB19,500 for 5-second advertisement, RMB2,400 to RMB29,250 for 10-second advertisement, RMB4,500 to RMB39,000 for 15-second advertisement and RMB8,100 to RMB65,000 for 30-second advertisement, respectively. During the evening except 7:00 pm — 9:00 pm slot, it ranged from RMB2,300 to RMB28,900 for 5-second advertisement, RMB4,050 to RMB48,300 for 10-second advertisement, RMB5,400 to RMB69,000 for 15-second advertisement and RMB8,100 to RMB65,000 for 30-second advertisement, respectively. For the prime time slot of 7:00 pm — 9:00 pm, it ranged from RMB8,000 to RMB31,400 for 5-second advertisement, RMB16,000 to RMB52,300 for 10-second advertisement, RMB24,000 to RMB74,800 for 15-second advertisement and RMB37,200 to RMB80,000 for 30-second advertisement, respectively.

Guangdong Television was established in 1959 and is one of the earliest provincial television stations located in Guangzhou, the capital city of Guangdong Province. It has established business cooperation with more than 200 television stations in over 50 countries and regions in the world. Guangdong Satellite Television is a popular satellite TV channel, reaching more than 193 million households, and over 651 million viewers throughout China, according to the survey statistic 2006.

The Advertising Agency Agreement

The Agreement was entered into between Guangdong Television and Guangzhou ZhanShi dated 8 August 2008. Under the terms of the agreement, Guangzhou ZhanShi will serve as the 3-year exclusive agent for all of the advertising resources of Guangdong Satellite Television from 2009 to 2011.

Below is the abstract of the terms of the Agreement.

Agency fee (net of rebate): RMB329,120,000 in 2009, RMB378,480,000 in 2010 and RMB435,260,000 in 2011. After Guangzhou ZhanShi has duly paid the fees to Guangdong Television each year in accordance with the Agreement, Guangdong Television will then make a fee rebate to Guangzhou ZhanShi.

Advertisement mode: all kinds of advertisement modes available to the satellite television, include but not limited to commercials, TV shopping, special topic, title sponsorship, display of sponsoring businesses or products, tailor-made advertisement, associated sponsor for the program, any other advertisement modes created in the future, and so on. Guangzhou ZhanShi will also serve for all advertisements of News Centre, Economic Center, Program Center and Drama Series Center of Guangdong Television, except the advertisement of Weather Forecast.

— 33 —

APPENDIX I LETTER FROM VIGERS APPRAISAL & CONSULTING LIMITED IN RESPECT OF THE VALUATION OF THE ADVERTISING AGENCY AGREEMENT

Guangdong Television promises that the rating of Guangdong Satellite Television from 2009 to 2011 will increase gradually on the basis of that in 2008. The rating of Guangdong Satellite Television will be based on the survey conducted by CSM Media Research.

Guangzhou ZhanShi has the right to involve in the operations such as television program production, introduction, editing and so on. Guangzhou ZhanShi has the right to make suggestions on the important programs.

The exclusive right will start on 1 January 2009 and end on 31 December 2011. Upon the expiration, Guangzhou ZhanShi has the priority to renew the Agreement.

BASIS AND METHODOLOGY OF VALUATION

We have been asked to evaluate the market value of the Agreement. Market value is defined as the estimated amount for which an asset (a property) should exchange on the date of valuation between a willing buyer and willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently, and without compulsion. In this valuation, income approach is adopted as the valuation method.

Information Reviewed

Regarding the appraisal of the Agreement, as part of our analysis we have been furnished with information prepared by the Company, the Vendor, including but not limited to the following:

• The business nature of the Vendor

• The Share Purchase Agreement, the Letter Agreement and the Supplemental Agreement

• The signed Advertising Agency Agreement between Guangdong Television and Guangzhou ZhanShi dated 8 August 2008

• Cash flow projection from 2009 to 2011 provided by the Vendor

We have conducted personal interviews with the management of the Company and Vendor and relied to a considerable extent on the above information in arriving at our opinion of value.

— 34 —

APPENDIX I LETTER FROM VIGERS APPRAISAL & CONSULTING LIMITED IN RESPECT OF THE VALUATION OF THE ADVERTISING AGENCY AGREEMENT

Valuation Method

In arriving at our opinion of value, we make reference to three generally accepted approaches to value, namely, the Market Approach, the Cost Approach and the Income Approach.

Market Approach considers prices recently paid for similar assets, with adjustments made to indicate market prices to reflect condition and utility of the appraised assets relative to the comparable market transactions.

Cost Approach considers the cost to reproduce or replace in new condition the assets appraised in accordance with current market prices for similar assets, with allowance for accrued depreciation as condition or obsolescence present, whether arising from physical, functional or economic causes.

Income Approach is the conversion of expected periodic benefits of ownership into an indication of value. It is based on the principle that an informed buyer would pay no more for asset than an amount equal to the present worth of anticipated future benefits (income) from the same or equivalent asset with similar risk.

Market approach and cost approach may not be appropriate in this valuation since observable market transactions on advertising agency agreement is limited and may not be comparable in terms of their bid price, geographical locations and forms of operation. Therefore, Income Approach is adopted in the valuation of the Agreement.

The Agreement grants Guangzhou ZhanShi the exclusive right for all advertising on Guangdong Satellite Television during the period from 2009 to 2011. Thus, the Agreement has the life of 3 years. The cash flow due to the Agreement in its life can be estimated as follows: (i) a cash flow projection generated within its life; (ii) less the charge on contributory assets employed to serve the Agreement. The cash flow has considered relevant cost of good sold, selling and administrative expenses collectively in relation to the Agreement. Finally, the value of the Agreement is determined by the net present value at appropriate discount rate.

Before arriving at our opinion of value, we have considered, inter alia, the following factors:

• the terms and conditions of the Advertising Agency Agreement;

• the nature of the business;

• the economic outlook of the PRC and Guangdong Province in general;

— 35 —

LETTER FROM VIGERS APPRAISAL & CONSULTING LIMITED IN RESPECT OF THE VALUATION OF THE ADVERTISING AGENCY AGREEMENT

APPENDIX I

• the general outlook of the television advertising industry; and

• the current regulations on television advertising.

Assumptions

In preparing this appraisal, a number of assumptions have been made in giving our opinion of the market value of the Agreement. The following assumptions are considered to be applicable to the appraisals in connection with the Agreement and have a significant effect on this appraisal. These assumptions have been evaluated and validated in order to provide a reasonable basis in arriving at our opinion of value. The major assumptions adopted in this valuation are as follows:

• There will be no material adverse change in the political, legal, fiscal or economic condition in the PRC and other regions in which television advertising business operates;

• The Company will retain the key management and competent personnel to support its ongoing operation after the acquisition;

• Market trend and conditions for the television advertising business in related areas will not deviate significantly from the economic forecasts in general; and

• The terms and conditions stated in the Agreement will be fulfilled, and there is no default, and no potential violation of governing law.

We have assumed the accuracy and reasonableness of the information provided and relied to a considerable extent on such information in arriving at our opinion of value.

OPINION OF VALUE

Based on the aforesaid investigation, analysis and appraisal method employed, it is our opinion that, as of 8 August 2008, the market value of the Agreement is reasonably stated as HKD148,428,000 ONLY .

The opinion of value was based on generally accepted appraisal procedures and practices that rely extensively on the use of numerous assumptions and the consideration of many uncertainties, not all of which can be easily quantified or ascertained.

— 36 —

APPENDIX I LETTER FROM VIGERS APPRAISAL & CONSULTING LIMITED IN RESPECT OF THE VALUATION OF THE ADVERTISING AGENCY AGREEMENT

We hereby certify that we have neither present nor prospective interests in the assets or the value reported.

Yours faithfully, For and on behalf of VIGERS APPRAISAL & CONSULTING LTD.

Raymond Ho Kai Kwong Favian Kam Man Yin Registered Professional Surveyor Chartered Financial Analyst MRICS, MHKIS, MSc (e-com) CFA, MBA Executive Director Director

Note: Raymond K. K. Ho, Chartered Surveyor, MRICS, MHKIS has seventeen years experience in undertaking valuation of properties, intangible and business in Hong Kong, Macau and the Singapore and has extensive experience in business valuation in the Greater China region since 1993. Favian M.Y. Kam, CFA, has over eleven years experience in business valuation. Mr. Ho and Mr. Kam are both registered Business Valuer registered with the Hong Kong Business Valuation Forum.

— 37 —

LETTERS FROM EDDIE K.K. LAU CPA LIMITED AND OSK ASIA CAPITAL LIMITED IN RESPECT OF THE VALUATION OF THE ADVERTISING AGENCY AGREEMENT

APPENDIX II

As the business valuation is based on discounted cash flow method, it is deemed to be a profit forecast under the Listing Rules. The Company received from its reporting accountants, Eddie K.K. Lau CPA Limited, and its financial adviser, OSK Asia Captial Limited, the following letters prepared for inclusion in this circular in respect of the valuation of the Advertising Agency Agreement.

A. Letter from Eddie K.K. Lau CPA Limited

17 September 2008

The Directors, Asian Union New Media (Group) Limited Room 1516, 15/F Citic Tower, 1 Tim Mei Avenue, Central, Hong Kong.

Dear Sirs,

We refer to the valuation (the “Valuation”) dated 17 September 2008 prepared by Vigers Appraisal & Consulting Limited (“Vigers”), in relation to the market value of the advertising agency agreement (the “Advertising Agency Agreement”), as set out in Appendix I to the circular dated 17 September 2008 (the “Circular”) issued by Asian Union New Media (Group) Limited (the “Company”). The Advertising Agency Agreement was entered into between 廣州湛視廣告有限公司 (“Guangzhou ZhanShi”), a wholly-owned subsidiary of Zhong Guan Media Company Limited (“Zhong Guan”), and 廣東電視台 (“Guangdong Television”) on 8 August 2008 for a period of three years ending 31 December 2011 in connection with, inter alia, the proposed acquisition of the entire issued share capital of Blower Investments Limited by the Company under the share purchase agreement dated 31 March 2008.

As stated in the letter from Vigers set out in Appendix I to the Circular, the Valuation has been arrived at based on the income approach, which is determined by discounting the cash flow in respect of the Advertising Agency Agreement at the appropriate discount rate.

— 38 —

LETTERS FROM EDDIE K.K. LAU CPA LIMITED AND OSK ASIA CAPITAL LIMITED IN RESPECT OF THE VALUATION OF THE ADVERTISING AGENCY AGREEMENT

APPENDIX II

Responsibilities

The directors of the Company and Vigers are solely responsible for the preparation of the discounted cash flows for the Valuation which is regarded as a profit forecast under the Rule 14.61 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “Listing Rules”).

It is our responsibility to report, as required by rule 14.62(2) of the Listing Rules, on the calculations of the discounted future estimated cash flows on which the Valuation is based. The discounted future estimated cash flows do not involve the adoption of accounting policies. The discounted future estimated cash flows depend on future events and on a number of bases and assumptions which cannot be confirmed or verified in the same way as past results and not all of which may remain valid throughout the period. Consequently, we have not reviewed, considered or conducted any work on the appropriateness and validity of the bases and assumptions and express no opinion on the appropriateness and validity of the bases and assumptions on which the discounted future estimated cash flows, and thus the Valuation, are based.

Basis of opinion

We conducted our work in accordance with Hong Kong Standard on Assurance Engagements 3000 “Assurance Engagements Other Than Audits or Reviews of Historical Financial Information” and with reference to the procedures under Auditing Guideline 3.341 “Accountants’ report on profit forecasts” issued by the Hong Kong Institute of Certified Public Accountants. We examined the discounted future estimated cash flows. Our work has been undertaken solely to assist the directors of the Company in evaluating whether the discounted future estimated cash flows, so far as the calculations are concerned, has been properly compiled. We accept no responsibility to any other person in respect of, arising out of or in connection with our work. Our work does not constitute any valuation of the Advertising Agency Agreement.

Opinion

Based on the foregoing, in our opinion, the discounted future estimated cash flows, so far as the calculations are concerned, have been properly compiled in accordance with the bases and assumptions made by the directors of the Company as set out in Appendix I of the Circular.

Yours faithfully,

Eddie K.K.Lau CPA Limited

Certified Public Accountants Hong Kong

— 39 —

LETTERS FROM EDDIE K.K. LAU CPA LIMITED AND OSK ASIA CAPITAL LIMITED IN RESPECT OF THE VALUATION OF THE ADVERTISING AGENCY AGREEMENT

APPENDIX II

B. Letter from OSK Asia Capital Limited

17 September 2008

The Board of Directors Asian Union New Media (Group) Limited Room 1516 15th Floor, Citic Tower 1 Tim Mei Avenue Central, Hong Kong

Dear Sirs,

We refer to the valuation (the “Valuation”) prepared by Vigers Appraisal & Consulting Limited (“Vigers”) in relation to the market value of the Advertising Agency Agreement as at 8 August 2008. The report of Vigers is included in Appendix I to the circular dated 17 September 2008 (the “Circular”) issued by the Company of which this letter forms part. Capitalised terms used in this letter have the same meanings as defined in the Circular.

We understand that the Valuation, which has been developed through the application of the income approach, known as the discounted cash flow method, is regarded as a profit forecast under Chapter 14 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited. We understand that Vigers has prepared its Valuation on the basis of the financial projection for the three years ending 31 December 2011 (the “Financial Projection”) prepared by the management of the Company.

We have discussed with the management of the Company and Vigers regarding the bases and assumptions upon which the Financial Projection underlying the Valuation has been made. We have also considered the letter issued by Eddie K.K. Lau CPA Limited dated 17 September 2008 as set out in Appendix II to the Circular confirming that it has reviewed the calculations in respect of the Valuation.

— 40 —

LETTERS FROM EDDIE K.K. LAU CPA LIMITED AND OSK ASIA CAPITAL LIMITED IN RESPECT OF THE VALUATION OF THE ADVERTISING AGENCY AGREEMENT

APPENDIX II

On the bases of the foregoing, we are of the opinion that the Financial Projection, for which the Directors of the Company are solely responsible, and the Valuation, for which Vigers is solely responsible, have been made after due and careful enquiry.

Yours faithfully, For and on behalf of

OSK Asia Capital Limited Charlotte Yen

Director

— 41 —

GENERAL INFORMATION

APPENDIX III

1. RESPONSIBILITY STATEMENT

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

2. DISCLOSURE OF INTERESTS

(a) Directors’ interests

As at the Latest Practicable Date, the interests and short positions of each Director and chief executive of the Company in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he was taken or deemed to have under such provisions of the SFO) or were required, pursuant to Section 352 of the SFO, to be entered into the register referred to therein or were required pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers of the Listing Rules to be notified to the Company and the Stock Exchange were as follows:

• (i) Long positions in the shares of the Company:

				Approximate
				precentage of
				the Company’s
			Number of	existing share
Directors	Capacity	Note	Shares held	capital
Edward TIAN Suning	Interest held	1	3,553,700,000	19.61%
	by controlled
	corporation

— 42 —

GENERAL INFORMATION

APPENDIX III

• (ii) Long positions in the underlying shares of the Company — convertible notes:

				Number of
			Amount of the	the total
			convertible	underlying
Directors	Capacity	Note	notes	shares
Edward TIAN Suning	Interest held	1	HK$49,000,000	1,000,000,000
	by controlled
	corporation

• (iii) Long positions in underlying shares of the Company — share options:

				Approximate
				precentage of
			Number of	the Company’s
			underlying	existing share
Directors	Capacity	Note	Shares held	capital
Edward TIAN Suning	Beneficial owner	1	20,000,000	0.11%
ZHAO Anjian	Beneficial owner		60,000,000	0.33%
ZHANG Changsheng	Beneficial owner		10,000,000	0.06%
JIANG Jianning	Beneficial owner		10,000,000	0.06%
LI Ruigang	Beneficial owner		10,000,000	0.06%
YUEN Kin	Beneficial owner		10,000,000	0.06%
WONG Yau Kar David	Beneficial owner		10,000,000	0.06%
Chief Executive Officer
WANG Hong	Beneficial owner		50,000,000	0.28%

Note 1: CBC China Media Limited (formerly Speedy Swift Investments Limited) is controlled by China Broadband Capital Partners, L.P., and Mr. Edward TIAN Suning is the chairman and non-executive director of the Company, and the director of CBC China Media Limited. Mr. Tian is deemed to be interested in CBC China Media Limited. As at the Latest Practicable Date, through CBC China Media Limited, Mr. Tian held (i) 3,553,700,000 Shares and (ii) convertible notes of the Company due 2010 with a principal amount of HK$49,000,000 which were convertible into 1,000,000,000 Shares (subject to adjustments). Out of the 930,000,000 outstanding share options, Mr Tian held 20,000,000 units of share options of the Company which are convertible into 20,000,000 Shares upon conversion in full.

— 43 —

GENERAL INFORMATION

APPENDIX III

As at the Latest Practicable Date, save as disclosed above, none of the Directors and chief executive of the Company had any interests or short positions in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he was taken or deemed to have under such provisions of the SFO) or were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein or were required pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers of the Listing Rules to be notified to the Company and the Stock Exchange.

(b) Substantial Shareholders’ interests

As at the Latest Practicable Date, according to the register of interests kept by the Company under section 336 of the SFO, and so far as is known to the Directors or the chief executive of the Company, the following persons (other than a Director or a chief executive of the Company) who had interests or short positions in the shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group:

• (i) Long position in the shares of the Company:

				Approximate
				percentage of
				the Company’s
			Number of	existing issued
Names of the Shareholders	Capacity	Note	shares held	share capital
Milo Investments International	Beneficial
Limited	owner	2	994,784,673	5.49%
CBC China Media Limited	Beneficial
(formerly Speedy Swift	owner
Investments Limited)		3	3,553,700,000	19.61%
Dong Ping	Beneficial
	owner		987,350,000	5.45%
Selamead Holdings Limited	Beneficial
	owner	4	2,100,000,000	11.59%

(ii) Long positions in the underlying shares of the Company — convertible notes:

			Number
Names of the holders of the		Amount of the	of the total
convertible notes	Note	convertible notes	underlying shares
CBC China Media Limited (formerly
Speedy Swift Investments Limited)	3	HK$49,000,000	1,000,000,000

— 44 —

GENERAL INFORMATION

APPENDIX III

Notes:

1. Milo Investments International Limited is a corporation controlled by Mr Cheng Shiqing.

2. CBC China Media Limited (formerly Speedy Swift Investments Limited) is controlled by China Broadband Capital Partners, L.P., and Mr Edward TIAN Suning is the chairman and non-executive director of the Company and the director of CBC China Media Limited. Mr. Tian is deemed to be interested in CBC China Media Limited. As at the Latest Practicable Date, CBC China Media Limited held (i) 3,553,700,000 Shares; and (ii) convertible notes of the Company due 2010 with a principal amount of HK$49,000,000 which are convertible into 1,000,000,000 Shares (subject to adjustments).

3. The 2,100,000,000 Shares is the maximum number of Shares to be issued by the Company to Selamead Holdings Limited pursuant to the share purchase agreement dated 31 March 2008.

As at the Latest Practicable Date, save as disclosed above, so far as was known to any Director or chief executive of the Company, no persons (other than a Director or the chief executive of the Company) had an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who were, directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group.

3. LITIGATION AND CLAIMS

As at the Latest Practicable Date, no member of the Group was engaged in any litigation or arbitration of material importance to the Group and so far as the Directors are aware, no litigation or claims of material importance are pending or threatened by or against any member of the Group.

4. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any proposed service agreement with any member of the Group which would not expire or was not determinable by the Group within one year without payment of compensation (other than statutory compensation).

5. DIRECTORS’ INTERESTS IN CONTRACTS AND IN COMPETING BUSINESS

So far as the Directors are aware, as at the Latest Practicable Date:

• (a) none of the Directors or their associates had any direct or indirect interest in any assets which had been, since 31 December 2007 (being the date to which the latest published audited financial statements of the Group were made up),

— 45 —

GENERAL INFORMATION

APPENDIX III

acquired or disposed of by or leased to or were proposed to be acquired or disposed of by or leased to any member of the Group;

• (b) none of the Directors or their associates was materially interested in any contract or arrangement entered into by any member of the Group and subsisting as at the Latest Practicable Date which was significant in relation to the business of the Group; and

• (c) none of the Directors and their respective associates had interests in business, apart from the business of the Group, which would compete or would likely compete, either directly or indirectly, with the business of the Group.

6. EXPERTS AND CONSENTS

The following are the qualifications of the experts who have been named in this circular or have given opinions or advice which are contained in this circular:

Name Qualification Eddie K.K. Lau CPA Limited Certified Public Accountants Vigers Appraisal & Consulting Limited Qualified property valuer, chartered surveyor OSK Asia Capital Limited a corporation licensed to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO

Eddie K.K. Lau CPA Limited, Vigers Appraisal & Consulting Limited and OSK Asia Capital Limited have given and have not withdrawn their written consents to the issue of this circular with the inclusion herein of their respective letters or references to their names in the form and context in which they respectively appear.

As at the Latest Practicable Date, Eddie K.K. Lau CPA Limited, Vigers Appraisal & Consulting Limited and OSK Asia Capital Limited did not have any shareholding, directly or indirectly, in any member of the Group or any right or option (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

As at the Latest Practicable Date, Eddie K.K. Lau CPA Limited, Vigers Appraisal & Consulting Limited and OSK Asia Capital Limited did not have any direct or indirect interests in any assets which have been, since 31 December 2007 (being the date to which the latest published audited accounts of the Company were made up), acquired or disposed of by or leased to any member of the Group, or which are proposed to be acquired or disposed of by or leased to any member of the Group.

— 46 —

GENERAL INFORMATION

APPENDIX III

7. SHARE CAPITAL OF THE COMPANY

Authorised: 30,000,000,000 ordinary shares of HK$0.01 each 240,760,000 preference shares of HK$0.01 each sued and to be issued, fully paid or credited as fully paid: 18,118,245,313 Shares in issue as at the Latest Practicable Date 2,100,000,000 maximum number of Consideration Shares to be allotted and issued 20,218,245,313 Total Shares in issue (assuming maximum number of Consideration Shares are issued)

HK$ 300,000,000.00 2,407,600.00 181,182,453.13 21,000,000.00

202,182,453.13

Issued and to be issued, fully paid or credited as fully paid:

As at the Latest Practicable Date, the Company had (i) outstanding convertible notes due 2010 in the principal amount of HK$49,000,000 which are convertible into 1,000,000,000 Shares (subject to adjustments); and (ii) 930,000,000 units of outstanding share options which are convertible into 930,000,000 Shares upon full conversion.

8. MISCELLANEOUS

• (a) The registered office of the Company is at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands. The principal place of business of the Company in Hong Kong is at Room 1516, 15th Floor, Citic Tower, 1 Tim Mei Avenue, Central, Hong Kong.

• (b) The qualified accountant is Mr Hau Wai Man, Raymond. Mr Hau is a fellow member of Association of Chartered Certified Accountants and a member of Hong Kong Institute of Certified Public Accountants.

• (c) The company secretary of the Company is Mr Chan Kam Kwan, Jason, who is a member of the American Institute of Certified Public Accountants.

• (d) The branch share registrar and transfer office of the Company in Hong Kong is Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

• (e) In the case of any discrepancy, the English text of this circular shall prevail over the Chinese text.

— 47 —

APPENDIX IV EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

This is an explanatory statement given to all Shareholders relating to a resolution to be proposed at the EGM for approving the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 18,118,245,313 Shares.

Subject to the passing of the ordinary resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the EGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 1,811,824,531 Shares, being 10% of the entire issued share capital of the Company.

2. 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 Shares, 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 that time, lead to an enhancement of the net asset value per Share and/ or 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.

3. 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 the utilization of the Repurchase Mandate in full may not have a material adverse impact on the working capital or gearing level of the Company (as compared with the position disclosed in its latest published audited financial statements as at 31 December 2007), the Directors do not propose to exercise the

— 48 —

APPENDIX IV EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital or the gearing level (as compared with the position disclosed in its most recent published audited accounts) which in the opinion of the Directors are from time to time appropriate for the Company.

4. 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
	Highest	Lowest
	HK$	HK$
2007
September	0.188	0.118
October	0.160	0.100
November	0.206	0.112
December	0.183	0.143
2008
January	0.202	0.143
February	0.174	0.140
March	0.159	0.103
April	0.161	0.120
May	0.140	0.122
June	0.131	0.080
July	0.111	0.071
August	0.100	0.078
September (up to the Latest Practicable Date)	0.081	0.048

— 49 —

APPENDIX IV EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

5. 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 in the event that the Repurchase Mandate is approved by the Shareholders.

No connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, nor have undertaken not to do so, in the event that the Repurchase Mandate is granted by the Shareholders.

6. 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.

CBC China Media Limited (formerly Speedy Swift Investments Limited), the single largest shareholder of the Company (controlled by China Broadband Capital Partners, L.P.), held 3,553,700,000 Shares representing approximately 19.61% of the issued share capital of the Company as at the Latest Practicable Date.

The Directors are not aware of any consequences which will arise under the Takeovers Code even if the Repurchase Mandate is utilized in full. CBC China Media Limited’s interest in the Shares would increase to approximately 21.79% of the issued share capital of the Company if the Repurchase Mandate were to be utilized in full, with all other things remaining equal. 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.

7. SHARE REPURCHASES MADE BY THE COMPANY

The Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

— 50 —

NOTICE OF EGM

==> picture [118 x 47] intentionally omitted <==

==> picture [102 x 12] intentionally omitted <==

ASIAN UNION NEW MEDIA (GROUP) LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 419)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Asian Union New Media (Group) Limited (the “Company” ) will be held at Annapurna Room, Pacific Place Conference Centre, Level 5, One Pacific Place, 88 Queensway, Hong Kong on 10 October 2008, Friday at 10:00 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions:

ORDINARY RESOLUTIONS

• (1) “ THAT :

• (a) the share purchase agreement dated 31 March 2008 (the “ Share Purchase Agreement ”) (as amended by the letter agreement dated 29 May 2008 (the “ Letter Agreement ”) and the supplemental agreement dated 13 August 2008 (the “ Supplemental Agreement ”)) entered into between, inter alia, the Company, Selamead Holdings Limited (the “ Vendor ”) and Huang Ming Guo, pursuant to which the Vendor has agreed to sell and the Company has agreed to acquire the entire issued share capital of Blower Investments Limited, details of the Share Purchase Agreement are set out in the circular of the Company dated 17 September 2008 (the “ Circular ”) (copies of the Share Purchase Agreement, the Letter Agreement, the Supplemental Agreement and the Circular having been produced to the meeting marked “A”, “B”, “C” and “D”, respectively and initiated for the purposes of identification by the chairman of the meeting) and the transactions contemplated thereunder be and is hereby approved, confirmed and ratified;

• (b) conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting or agreeing to grant the listing of, and permission to deal in, the Consideration Shares (as defined below), the directors of the Company be and are hereby generally and unconditionally authorised to issue and allot such number of new shares (the “ Consideration Shares ”) of HK$0.01 each in the capital of the Company which will be issued as consideration pursuant to the Share Purchase Agreement, and that the Consideration Shares, when issued and allotted, shall rank pari passu in all respects with all other shares of HK$0.01

— 51 —

NOTICE OF EGM

each in the capital of the Company in issue as at the date of such issue and allotment; and

• (c) any one director of the Company be and is hereby generally and unconditionally authorized to do all such acts and things, to sign and execute all such further documents for and on behalf of the Company by hand, or in case of execution of documents under seal, to do so jointly with any of a second director, a duly authorized representative of the director or the secretary of the Company and to take such steps as he may in his absolute discretion consider necessary, appropriate, desirable or expedient to give effect to or in connection with the transactions under the Share Purchase Agreement.”

• (2) “ THAT :

• (a) subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase issued shares of HK$0.01 each in the capital of the Company subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) shall be in addition to any other authorization given to the directors of the Company and shall authorize the directors on behalf of the Company during the Relevant Period to procure the Company to purchase its shares at a price determined by the directors;

• (c) the aggregate nominal amount of the shares which are authorized to be purchased by the directors of the Company pursuant to the approval in paragraph (a) shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution, and the said approval shall be limited accordingly; and

• (d) 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;

— 52 —

NOTICE OF EGM

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the Company’s articles of association to be held; or

• (iii) the date upon which the authority set out in this resolution is revoked or varied by way of ordinary resolution of the Company in general meeting.”

SPECIAL RESOLUTION

• (3) “ THAT subject to the approval of the Registrar of Companies of the Cayman Islands, the name of the Company be changed to “Media China Corporation Limited（華億傳 媒有限公司）” and THAT the directors of the Company be and are hereby authorised generally to take such actions and execute such documents as they may consider necessary and expedient to effect the change of name of the Company.”

By order of the Board Chan Kam Kwan, Jason Company Secretary

Hong Kong, 17 September 2008

Principal place of business in Hong Kong:

Room 1516

15th Floor Citic Tower 1 Tim Mei Avenue Central, Hong Kong

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 share registrar of the Company, 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 or any adjournment thereof.

3. A form of proxy for use at the meeting convened by the above notice is enclosed herewith.

— 53 —