CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2011

Apr 20, 2011

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MEDIA CHINA CORPORATION LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 419)

EXTRAORDINARY GENERAL MEETING ON FRIDAY, 13 MAY 2011 FORM OF PROXY

I/We [(Note a)]

of

being the registered holder(s) of [(Note b)]

ordinary shares of HK$0.01 each in the capital of Media China

Corporation Limited (the “ Company ”), hereby appoint the Chairman of the Meeting or

of

to act as my/our proxy/proxies [(Note c)] at the extraordinary general meeting of the Company to be held at Empire Room 1, Empire Hotel Hong Kong, 33 Hennessy Road, Wanchai, Hong Kong on 13 May 2011 (Friday) at 11:00 a.m. (the “ Meeting ”) (or at any adjournment thereof) and to vote on my/our behalf as directed below or, if no such indication is given, as my/our proxy/proxies think(s) fi t.

Please make a “√” mark in the appropriate boxes to indicate how you wish your vote(s) to be cast [(Note d)] .

		ORDINARY RESOLUTION	FOR	AGAINST
	1. To approve the share consolidation of every ten (10) existing issued and unissued ordinary
	shares of HK$0.01 each in	the share capital of the Company into one (1) consolidated
	share of HK$0.10.
Dated the day of		2011

Shareholder’s signature

(Notes e, f, g, h and i)

Notes:

• (a) Full name(s) and address(es) are to be inserted in BLOCK CAPITALS.

• (b) Please insert the number of ordinary shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the ordinary shares in the issued share capital of the Company registered in your name(s).

• (c) A proxy need not be a member of the Company. If you wish to appoint another person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the Meeting or” and insert the name and address of the person appointed as your proxy in the space provided.

• (d) If this form returned is duly signed but without specifi c direction on the proposed resolution, the proxy will vote or abstain at his/her discretion in respect of the resolution. A proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than that set out in the notice convening the Meeting.

• (e) In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holders whose name stands fi rst on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

• (f) The form of proxy must be signed by a shareholder, or his/her attorney duly authorised in writing, or if the shareholder is a corporation, either under its common seal or under the hand of an offi cer or attorney so authorised.

• (g) To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a certifi ed copy of such power or authority must be deposited at the offi ces of the Company’s Hong Kong branch share registrar, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time for holding the Meeting or any adjourned meeting.

• (h) Any alteration made to this form should be initialled by the person who signed the form.

• (i) Completion and return of this form will not preclude you from attending and voting at the Meeting if you so wish. If you attend and vote at the Meeting, the authority of your proxy will be revoked.