CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2010

Apr 19, 2010

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

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

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

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MEDIA CHINA CORPORATION LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 419)

(1) RE-ELECTION OF DIRECTORS

(2) GENERAL MANDATE TO ISSUE NEW SHARES AND REPURCHASE ITS OWN SHARES

(3) INCREASE IN AUTHORISED SHARE CAPITAL AND

(4) NOTICE OF ANNUAL GENERAL MEETING

A notice of the AGM to be held at Vinson Room, Pacifi c Place Conference Centre, Level 5, One Pacifi c Place, 88 Queensway, Hong Kong on Tuesday, 25 May 2010 at 10:00 a.m. is set out on pages 12 to 15 of this circular. A form of proxy for use by the Shareholders at the AGM is enclosed. If you do not intend to attend the AGM in person, please complete the form of proxy enclosed in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for holding the AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM should you so wish.

20 April 2010

CONTENTS

	Page
Def nitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

i

DEFINITIONS

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

“AGM”

the annual general meeting of the Company to be held at Vinson Room, Pacific Place Conference Centre, Level 5, One Pacifi c Place, 88 Queensway, Hong Kong on Tuesday, 25 May 2010 at 10:00 a.m., or any adjournment thereof (or as the case may be)

• “AGM Notice”

the notice convening the AGM dated 20 April 2010 which is set out on pages 12 to 15 of this circular

• “Articles”

the articles of association of the Company

• “Board” the board of Directors

• “Business Day(s)”

any day (not being a Saturday, Sunday and public or statutory holiday) on which licensed banks are generally open for business in Hong Kong

• “Company”

Media China Corporation Limited, a company incorporated in the Cayman Islands with limited liability, and the shares of which are listed on the main board of the Stock Exchange

“Convertible Note”

the convertible note with aggregate outstanding principal amount of HK$49,000,000 (as at the Latest Practicable Date) issued by the Company in September 2006 which are convertible into ordinary shares of the Company, the principal terms of which were set out in the circular of the Company dated 13 May 2005

• “Directors”

the directors of the Company

• “Hong Kong”

the Hong Kong Special Administrative Region of the People’s Republic of China

“HK$”

Hong Kong dollars, the lawful currency of Hong Kong

• “Increase in Authorised Share Capital”

the proposed increase in the authorised share capital of the Company from HK$302,407,600 divided into 30,000,000,000 Shares and 240,760,000 Preference Shares to HK$602,407,600 divided into 60,000,000,000 Shares and 240,760,000 Preference Shares by the creation of an additional 30,000,000,000 unissued Shares

1

DEFINITIONS

“Issue Mandate”	a general mandate proposed to be granted to the Directors
	at the AGM to allot, issue and deal with new ordinary
	shares of the Company not exceeding 20% of the aggregate
	nominal amount of the issued share capital of the Company
	as at the date of passing of the ordinary resolution in
	relation thereto
“Latest Practicable Date”	13 April 2010, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Preference Share(s)”	the preference share(s) of HK$0.01 each in the share capital
	of the Company
“Repurchase Mandate”	the general and unconditional mandate proposed to be
	granted to the Directors at the AGM to exercise the powers
	of the Company to repurchase fully paid up ordinary shares
	of the Company of up to 10% of the aggregate nominal
	amount of the issued share capital of the Company as at the
	date of passing of the ordinary resolution in relation thereto
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong) as amended from time to time
“Share(s)”	the ordinary share(s) of HK$0.01 each in the share capital
	of the Company
“Share Option(s)”	the options(s) to subscribe for ordinary shares of the
	Company granted under the Share Option Scheme
“Share Option Scheme”	the share option scheme adopted by the Company on 30
	July 2002
“Shareholder(s)”	the holder(s) of the ordinary share(s) of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	The Codes on Takeovers and Mergers and Share Repurchases
“%”	per cent

2

LETTER FROM THE BOARD

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MEDIA CHINA CORPORATION LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 419)

Mr. Edward TIAN Suning2 (Chairman) Mr. ZHAO Anjian1 Mr. Hugo SHONG2 (Vice Chairman)

Mr. ZHANG Changsheng3 (Vice Chairman) Mr. LI Ruigang3 Mr. JIANG Jianning3 Dr. WONG Yau Kar, David3 Mr. YUEN Kin3

Registered offi ce: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business in Hong Kong: Room 5504, 55/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong

• 1 Executive Director

• 2 Non-executive Director

20 April 2010

• 3 Independent non-executive Director

To the Shareholders

Dear Sir/Madam,

(1) RE-ELECTION OF DIRECTORS

(2) GENERAL MANDATE TO

ISSUE NEW SHARES AND REPURCHASE ITS OWN SHARES (3) INCREASE IN AUTHORISED SHARE CAPITAL AND

(4) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

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

3

LETTER FROM THE BOARD

At the AGM, resolutions, amongst others, will be proposed for the Company to approve the re-election of directors, the Issue Mandate, the Repurchase Mandate, the extension of the Issue Mandate and the Increase in Authorised Share Capital.

(1) RE-ELECTION OF DIRECTORS

Pursuant to Article 87(1) of the Articles, Mr. ZHANG Changsheng and Mr. ZHAO Anjian will retire at the AGM and, being eligible, will offer themselves for re-election.

Pursuant to Articles 86(3) of the Articles, Mr. Hugo SHONG, being a newly appointed director, shall hold offi ce until the forthcoming annual general meeting and, being eligible, offer himself for re-election.

Mr. ZHANG Changsheng

Mr. ZHANG Changsheng, aged 62, was appointed as the Vice Chairman and independent non-executive Director in January 2008. Mr. ZHANG has served as the Deputy General Manager of China Netcom Communications Group Corporation since 2003, and Senior Vice President and General Counsel of China Netcom Communications (Group) Limited Company since 2004 and 2005 respectively. From 1995 to 2003, Mr. ZHANG held the positions of Assistant Governor and Secretary General of the People’s Government of Jiangsu Province. Prior to that, he served as deputy division chief, division chief, deputy director and director of the Ministry of Personnel of the People’s Republic of China (the “PRC”), and director for Relocating and Arranging New Jobs for Retired Soldiers under the State Council of the PRC. In 1999, Mr. ZHANG took graduate course in Finance at Nanjing Institute. In 1981, he graduated from the Department of Comprehensive Studies of the Military Academy of the PRC Liberation Army.

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

Save as disclosed above, Mr. ZHANG does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. ZHANG benefi cially owns Share Options granted by the Company to subscribe for 10,312,500 Shares and 20,625,000 Shares at exercise price of HK$0.130 and HK$0.043 each respectively within the meaning of Part XV of the SFO.

Mr. ZHANG has entered into the service contract with the Company for a term of 3 years and will be subject to retirement by rotation and re-election at the AGM pursuant to the Articles. Mr. ZHANG’s remuneration is determined with reference to his duties and responsibilities with the Company and the prevailing market conditions. Mr. ZHANG currently receives a director’s fee of HK$144,000 per annum.

There is no other matter relating to the re-election of Mr. ZHANG that needs to be brought to the attention of the Shareholders and is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

4

LETTER FROM THE BOARD

Mr. ZHAO Anjian

Mr. ZHAO Anjian, aged 56, was appointed as the executive Director in January 2008 and being appointed as director of several subsidiaries of the Company. Mr. ZHAO is the General Manager of CBC Operation Service. From August 2006 to October 2007, Mr. ZHAO was the Vice Secretary of Direct Party Committee of CNC Group. From August 2005 to May 2006, Mr. ZHAO was the General Manager of the Department of Surveillance Management of CNC Group. From August 2004 to July 2005, Mr. ZHAO was the General Manager of CNC Group International. From November 2003 to July 2004, Mr. ZHAO was the Assistant to the chief executive offi cer of CNC International. From June 1999 to October 2003, Mr. ZHAO was the Assistant to the chief executive offi cer of China Netcom Corporation Limited. Before that, Mr. ZHAO had been the Vice General Manager for Intel and Contec. Mr. ZHAO has more than seven years’ experience in the management in the information technology industry and more than eight years’ management experience in the telecom industry. Mr. ZHAO was awarded an EMBA degree from GuangHua Business School of Beijing University in 2005, and a bachelor degree from Chengdu Industry College in 1977.

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

Save as disclosed above, Mr. ZHAO does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. ZHAO benefi cially owns Share Options granted by the Company to subscribe for 61,875,000 Shares and 20,625,000 Shares at exercise price of HK$0.130 and HK$0.043 each respectively within the meaning of Part XV of the SFO.

Mr. ZHAO has entered into the service contract with the Company for a term of 3 years and will be subject to retirement by rotation and re-election at the AGM pursuant to the Articles. He is currently entitled to an annual emolument of HK$1,470,000 and be entitled to a discretionary bonus at the sole determination of the Board. The amount of the annual emoluments for Mr. ZHAO is determined by the Board with reference to his duties and responsibilities with the Company and the prevailing market conditions.

There is no other matter relating to the re-election of Mr. ZHAO that needs to be brought to the attention of the Shareholders and is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

5

LETTER FROM THE BOARD

Mr. Hugo SHONG

Mr. Hugo SHONG, aged 53, was appointed as the Vice Chairman and non-executive Director in December 2009 and has been the Founding General Partner of IDG Capital Partners since 1993, as well as IDG-Accel China Growth Fund and IDG-Accel Capital Fund since 2005 and 2008 respectively.

In 1993, Mr. SHONG assisted the Founder and Chairman, Mr. Patrick J. McGovern, of International Data Group in establishing the fi rst technology venture fund of US$20 million in the PRC. IDG Capital Partners now has a total asset amount of US$2.5 billion under its management in the PRC.

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

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

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

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

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

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

Mr. SHONG entered into the service contract with the Company for a term of 3 years and will be subject to retirement by rotation and re-election at the AGM pursuant to the Articles. The remuneration payable to Mr. SHONG will be determined and approved by the Remuneration Committee of the Company with reference to his duties and responsibilities in the Company and the prevailing market conditions. No emolument is proposed for Mr. SHONG.

There is no other matter relating to the re-election of Mr. SHONG that needs to be brought to the attention of the Shareholders and is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

6

LETTER FROM THE BOARD

(2) GENERAL MANDATE TO ISSUE SHARES

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

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

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

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

As at the Latest Practicable Date, the issued share capital of the Company comprised 27,729,312,300 Shares. Subject to passing of the ordinary resolution no.4(A) in the AGM Notice and on the basis that no further Shares will be issued or repurchased prior to the AGM, the Company will be allowed to allot, issue and deal with a maximum of 5,545,862,460 Shares representing not more than 20% of the aggregate nominal amount of the issued share capital of the Company as at the Latest Practicable Date.

(3) GENERAL MANDATE TO REPURCHASE SHARES

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

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

7

LETTER FROM THE BOARD

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 27,729,312,300 Shares. Subject to the passing of the ordinary resolution no.4(B) in the AGM Notice and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 2,772,931,230 Shares, representing not more than 10% of the aggregated nominal amount of the issued share capital of the Company during the period from the passing of the ordinary resolution no.4(B) in the AGM Notice until whichever is the earliest of:

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

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

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

REASONS FOR SHARES REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders as a whole. Whilst it is not possible to anticipate in advance any specifi c circumstance in which the Directors might think it appropriate to repurchase ordinary shares of the Company, they believe that an ability to do so would give the Company additional fl exibility that would be benefi cial to the Company and its Shareholders as a whole as such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share. Shareholders can be assured that the Directors would only make such purchases in circumstances where they consider them to be in the best interests of the Company and the Shareholders as a whole.

FUNDING OF REPURCHASES

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

The Directors consider that there might be a material adverse impact on the working capital or gearing level of the Company (as compared with the position disclosed in the audited accounts of the Company as contained in its annual report for the year ended 31 December 2009) in the event that the Repurchase Mandate were to be exercised in full at any time during the proposed repurchased period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital or the gearing level which in the opinion of the Directors are from time to time appropriate for the Company.

8

LETTER FROM THE BOARD

SHARE PRICES

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

	Price Per Share	Price Per Share
	Highest	Lowest
	HK$	HK$
2009
April	0.052	0.033
May	0.069	0.043
June	0.007	0.054
July	0.059	0.053
August	0.055	0.043
September	0.055	0.043
October	0.063	0.041
November	0.056	0.048
December	0.068	0.049
2010
January	0.058	0.048
February	0.052	0.047
March	0.058	0.049
April (up to the Latest Practicable Date)	0.062	0.052

UNDERTAKING

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

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

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

9

LETTER FROM THE BOARD

TAKEOVERS CODE AND THE PUBLIC FLOAT REQUIREMENT

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

As at the Latest Practicable Date, according to the register kept by the Company under the SFO, Mr. Edward Tian Suning, Chairman of the Company, was deemed to be interested in 6,013,429,891 Shares, representing approximately 21.69% of the issued share capital of the Company, of which approximately 0.22% and 3.84% represent Mr. Tian’s interests in the Share Options and Convertible Note respectively.

The Directors are not aware of any consequences which will arise under the Takeovers Code even if the Repurchase Mandate is utilized in full. Mr. Tian’s interest in the Shares would increase to approximately 24.10% of the issued share capital of the Company if the Repurchase Mandate were to be utilized in full, assuming that Mr. Tian’s interests in the Share Options and the Convertible Note have been exercised or converted in full and his present holding in Shares and the total number of Shares in issue by the Company remain the same before the repurchase. Accordingly, such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

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

SHARE REPURCHASES MADE BY THE COMPANY

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

(4) INCREASE IN AUTHORISED SHARE CAPITAL

As at the Latest Practicable Date, the authorised share capital of the Company was HK$302,407,600 divided into 30,000,000,000 Shares and 240,760,000 Preference Shares, of which 27,729,312,300 Shares have been issued and fully paid and no Preference Shares have been issued. In order to ensure that the Company will have suffi cient authorised share capital for any issue of Shares under the Share Option Scheme or otherwise pursuant to the Convertible Note and to provide for fl exibility for the Company’s future expansion and development, it will be proposed at the AGM the ordinary resolution no.4(D) in the AGM Notice for increasing the authorised share capital of the Company from HK$302,407,600 to HK$602,407,600 divided into 60,000,000,000 Shares and 240,760,000 Preference Shares by the creation of an additional 30,000,000,000 unissued Shares.

10

LETTER FROM THE BOARD

The Increase in Authorised Share Capital is subject to the approval of an ordinary resolution by the Shareholders at the AGM.

Save for the Shares which may be issued upon exercise of Share Options and/or conversion of the Convertible Note, the Directors have no present intention of issuing any part of the increased authorised share capital of the Company.

(5) VOTING BY WAY OF POLL

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

(6) RECOMMENDATION

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

Yours faithfully, For and on behalf of

Media China Corporation Limited Edward TIAN Suning Chairman

11

NOTICE OF ANNUAL GENERAL MEETING

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MEDIA CHINA CORPORATION LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 419)

NOTICE IS HEREBY GIVEN that the annual general meeting of Media China Corporation Limited (“Company”) will be held at Vinson Room, Pacifi c Place Conference Centre, Level 5, One Pacifi c Place, 88 Queensway, Hong Kong on Tuesday, 25 May 2010 at 10:00 a.m. for the following businesses:

1. To receive and consider the report of the directors of the Company (“Directors”), audited fi nancial statements and auditor’s report for the year ended 31 December 2009.

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

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

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

ORDINARY RESOLUTIONS

• (A) “ THAT:

• (a) subject to paragraph (b) of this Resolution, a general mandate be and is hereby generally and unconditionally given to the directors of the Company (“Directors”) to exercise during the Relevant Period (as hereinafter defi ned) all the powers of the Company to allot, issue and deal with additional ordinary shares of the Company (“Shares”) and to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require the exercise of such powers during or after the Relevant Period (as hereinafter defined), provided that the aggregate nominal amount of share capital of the Company to be allotted issued and dealt with pursuant to the general mandate granted herein, otherwise than pursuant to (i) a Rights Issue (as hereinafter defi ned); or (ii) an issue of Shares upon the exercise of subscription rights under any option scheme or similar arrangement for the time

12

NOTICE OF ANNUAL GENERAL MEETING

being adopted for the grant or issue to the grantee as specifi ed in such scheme or similar arrangement of Shares or rights to acquire the Shares; or (iii) an issue of Shares upon the exercise of subscription rights or conversion rights attaching to any warrants or convertible notes which may be issued by the Company or any of its subsidiaries; or (iv) an issue of Shares pursuant to any scrip dividend or similar arrangement providing for allotment of Shares in lieu of the whole or part of the dividend on Shares in accordance with the articles of association of the Company (“Articles”), shall not exceed 20% of the aggregate nominal amount of the issued ordinary shares in the capital of the Company as at the date of passing of this Resolution, and the said approval shall be limited accordingly; and

• (b) for the purpose of this Resolution:

“ Relevant Period ” means the period from the passing of this Resolution until whichever is the earliest of:–

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

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

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

“ Rights Issue ” means an offer of Shares, options, warrants, bonds, debentures, notes or other securities giving the right to subscribe for or convertible into Shares, open for a period fi xed by the Directors to the holders of Shares, or any class of shares or other securities of the Company, whose names appear on the register of members of the Company (and, where appropriate, to holders of such other class of shares or other securities of the Company entitled to the offer) on a fi xed record date in proportion to their then holdings of such Shares (or, where appropriate, such other class of shares or other securities of the Company) as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company).”

13

NOTICE OF ANNUAL GENERAL MEETING

• (B) “ THAT:

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

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

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

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

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

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

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

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NOTICE OF ANNUAL GENERAL MEETING

• (D) “ THAT the authorised share capital of the Company be increased from HK$302,407,600 divided into 30,000,000,000 ordinary shares of HK$0.01 each in the share capital of the Company (“Ordinary Shares”) and 240,760,000 preference shares of HK$0.01 each in the share capital of the Company (“Preference Shares”) to HK$602,407,600 divided into 60,000,000,000 Ordinary Shares of HK$0.01 each and 240,760,000 Preference Shares of HK$0.01 each by the creation of an additional 30,000,000,000 unissued Ordinary Shares (“Increase in Authorised Share Capital”) be and is hereby approved; and that the directors of the Company (“Directors”) be and are hereby authorised to deal with on behalf of the Company the relevant application, endorsement, registration, filing procedures and other related issues, including the execution of all such documents and/or do all such things and acts as the Directors may consider necessary or expedient for the purpose of giving effect to or otherwise in connection with the Increase in Authorised Share Capital.”

By Order of the Board Media China Corporation Limited Raymond HAU Company Secretary

Hong Kong, 20 April 2010

Notes:

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

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

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

As at the date hereof, the board of Directors comprises Mr. Edward TIAN Suning (Chairman and a nonexecutive Director), Mr. ZHAO Anjian (Executive Director), Mr. Hugo SHONG (Vice Chairman and a nonexecutive Director), Mr. ZHANG Changsheng (Vice Chairman and an independent non-executive Director), Mr. LI Ruigang, Mr. JIANG Jianning, Mr. YUEN Kin and Dr. WONG Yau Kar, David (each an independent nonexecutive Director).

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