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

Apr 20, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your securities in Media China Corporation Limited (the “Company”), you should at once hand this circular and the accompanying proxy form to the purchaser or 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 transferee.

Hong Kong Exchanges 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)

PROPOSED SHARE CONSOLIDATION

CHANGE IN BOARD LOT SIZE

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the board of directors of the Company is set out on pages 3 to 8 of this circular.

A notice convening an extraordinary general meeting of the Company to be held at Empire Room 1, Empire Hotel Hong Kong, 33 Hennessy Road, Wanchai, Hong Kong on Friday, 13 May 2011 at 11:00 a.m. is set out on pages 9 to 10 of this circular. Whether or not you intend to attend the extraordinary general meeting, you are requested to complete and return the accompanying proxy form in accordance with the instructions printed thereon to the branch share registrar and transfer offi ce of the Company in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as practicable and in any event, not later than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish and in such event, the proxy shall be deemed to be revoked.

21 April 2011

CONTENTS

	Page
Def nitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected timetable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

i

DEFINITIONS

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

“Board”	the board of Directors of the Company
“CCASS”	the Central Clearing and Settlement System established and operated by
	HKSCC
“Company”	Media China Corporation Limited (華億傳媒有限公司), 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
“Consolidated Share(s)”	ordinary share(s) of HK$0.10 each in the share capital of the Company
	after the Share Consolidation becoming effective
“Director(s)”	the director(s) of the Company
“EGM”	an extraordinary general meeting of the Company to be held and
	convened for the Shareholders to among other things, consider and,
	if thought f t, approve the ordinary resolution in respect of the Share
	Consolidation on 13 May 2011
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“HKSCC”	Hong Kong Securities Clearing Company Limited
“Hong Kong”	The Hong Kong Special Administrative Region of the People’s Republic
	of China
“Latest Practicable Date”	15 April 2011, being the latest practicable date for ascertaining certain
	information in this circular before printing of this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“Share(s)”	ordinary share(s) of HK$0.01 each in the share capital of the Company
	before the Share Consolidation becoming effective
“Share Consolidation”	the proposed consolidation of every ten (10) existing issued and unissued
	Shares of HK$0.01 each in the share capital of the Company into one (1)
	Consolidated Share of HK$0.10
“Share Option(s)”	share option(s) issued with reference to the terms and conditions of the
	share option scheme adopted by the Company on 30 July 2002
“Shareholder(s)”	holder(s) of Share(s) or Consolidated Share(s), as the context requires
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

1

EXPECTED TIMETABLE

The following expected timetable is dependent on the date of fulfi llment of the relevant conditions to which the Share Consolidation is subject. The Company will notify the Shareholders of any changes to the expected timetable by way of announcement(s) as and when appropriate.

2011

Despatch of circular with notice of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 21 April Latest time for lodging forms of proxy for the EGM . . . . . . . . . . . . . . . . 11:00 a.m. on Wednesday, 11 May Date of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Friday, 13 May Announcement of voting results of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Friday, 13 May Effective date for the Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 16 May First day for free exchange of existing share certifi cates for new share certifi cates for Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 16 May Dealings in Consolidated Shares commences . . . . . . . . . . . . . . . . . . . . . . . . . .9:00 a.m. on Monday, 16 May Original counter for trading in Shares in board lots of 50,000 Shares temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:00 a.m. on Monday, 16 May Temporary counter for trading in Consolidated Shares in board lots of 5,000 Consolidated Shares (in the form of existing share certifi cates) opens . . . . . . . . . . . . . . . . . . . . .9:00 a.m. on Monday, 16 May Original counter for trading in Consolidated Shares in new board lots of 10,000 Consolidated Shares (in the form of new share certifi cates) re-opens . . . . . . . . . . . . . . . . . . . . . .9:00 a.m. on Monday, 30 May Parallel trading in Consolidated Shares in the form of new share certifi cates and existing share certifi cates commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:00 a.m. on Monday, 30 May Designated broker starts to stand in the market to provide matching services for odd lots of Consolidated Shares. . . . . . . . . . . . . . . . .9:00 a.m. on Monday, 30 May Temporary counter for trading in Consolidated Shares in board lots of 5,000 Consolidated Shares (in the form of existing share certifi cates) closes . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday, 20 June Parallel trading in Consolidated Shares (in the form of new share certifi cates and existing share certifi cates) closes . . . . . . . . . . . 4:00 p.m. on Monday, 20 June Designated broker ceases to stand in the market to provide matching services for odd lots of Consolidated Shares. . . . . . . . . . . . . . . . 4:00 p.m. on Monday, 20 June Last day for free exchange of existing share certifi cates for new share certifi cates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 22 June

2

LETTER FROM THE BOARD

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MEDIA CHINA CORPORATION LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 419)

Executive Directors: Mr. YUEN Hoi Po (Chairman) Mr. ZHANG Changsheng Mr. WANG Hong

Non-Executive Directors: Mr. Hugo SHONG (Vice Chairman) Mr. Edward TIAN Suning

Independent Non-Executive Directors:

Mr. JIANG Jianning Professor WEI Xin Dr. WONG Yau Kar, David JP Mr. YUEN Kin

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

Principal place of business in Hong Kong: Suite 3503, 35/F Tower Two, Lippo Centre 89 Queensway Hong Kong 21 April 2011

To the Shareholders

Dear Sir/Madam,

PROPOSED SHARE CONSOLIDATION CHANGE IN BOARD LOT SIZE

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 21 March 2011 that the Board proposed to effect the Share Consolidation and change in board lot size and the EGM would be convened to seek the approval of the Shareholders.

The purpose of this circular is to provide you with information relating to the Share Consolidation, change in board lot size and the notice of the EGM.

3

LETTER FROM THE BOARD

SHARE CONSOLIDATION

As at the Latest Practicable Date, the authorized ordinary share capital of the Company is HK$600,000,000, divided into 60,000,000,000 Shares, of which 28,794,529,691 Shares are in issue and fully paid. The Board proposes that every ten (10) issued and unissued Shares in the share capital of the Company be consolidated into one (1) Consolidated Share. Upon the Share Consolidation becoming effective, the authorized ordinary share capital of the Company will become HK$600,000,000 divided into 6,000,000,000 Consolidated Shares.

Conditions

The Share Consolidation is conditional upon the following conditions:

• (i) the passing of an ordinary resolution by the Shareholders to approve the Share Consolidation at the EGM;

• (ii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective; and

• (iii) the obtaining of all necessary approvals from the regulatory authorities or otherwise that may be required in respect of the Share Consolidation, if necessary.

No Shareholders are required to abstain from voting on the resolution in relation to the Share Consolidation.

Conditions (i) and (ii) above have not been fulfi lled. In respect of condition (iii) above, the Company is not aware of any approvals that are required from the regulatory authorities or otherwise in respect of the Share Consolidation.

Listing Application

An application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and the permission to deal in, the Consolidated Shares to be in issue upon the Share Consolidation becoming effective.

No part of the equity or debt securities of the Company is listed or dealt in on any other stock exchanges other than the Hong Kong Stock Exchange and no such listing or permission to deal in is being or is currently proposed to be sought from any other stock exchange.

Subject to granting the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

4

LETTER FROM THE BOARD

Effects of Share Consolidation

Other than the expenses, including professional fees and printing charges, to be incurred in relation to the Share Consolidation, the implementation thereof will not alter the underlying assets, business operations, management or fi nancial position of the Company or result in any change in the rights of the Shareholders, save for any fractional Consolidated Shares to which Shareholders may be entitled. The Consolidated Shares shall rank pari passu in all respects with each other.

Change in Board Lot Size

The Board also proposes to change the board lot size for trading in the shares of the Company from 50,000 Shares to 10,000 Consolidated Shares after the Share Consolidation becoming effective.

Reasons for Share Consolidation and Change in Board Lot Size

Pursuant to Rule 13.64 of the Listing Rules, where the market price of the securities of the issuer approaches the extremities of HK$0.01 or HK$9,995.00, the Stock Exchange reserves the right to require the issuer either to change the trading method or to proceed with a consolidation or splitting its securities. In view of the recent trading price of the Shares, the Board proposes to implement the Share Consolidation and change in board lot size in order to comply with the trading requirements of the Listing Rules. It is expected that the Share Consolidation would bring about a corresponding upward adjustment in the trading price of the Consolidated Shares. The Directors consider that the Share Consolidation and change in board lot size are in the interests of the Company and the Shareholders as a whole.

Share Structure of the Company before and after the Share Consolidation

The following table sets out the effect on the share capital structure immediately before and after the Share Consolidation:

	Before Share	After Share
	Consolidation	Consolidation
Nominal value per share	HK$0.01	HK$0.10
Authorized ordinary share capital	HK$600,000,000	HK$600,000,000
No. of authorized shares	60,000,000,000 Shares	6,000,000,000
		Consolidated Shares
Issued share capital	HK$287,945,296.91	HK$287,945,296.9
No. of issued shares	28,794,529,691 Shares	2,879,452,969
		Consolidated Shares

5

LETTER FROM THE BOARD

Outstanding Share Options

As at the Latest Practicable Date, the number of Shares in respect of which Share Options have been granted and are outstanding is 1,799,481,255. Corresponding adjustments will be made on the basis that the proportion of the issued ordinary share capital of the Company to which a grantee of share options is entitled shall remain the same before and after such adjustments in accordance with the rules of the share option scheme and the supplementary guidance issued by the Stock Exchange.

The Company will engage an independent fi nancial adviser or its auditors to provide a certifi cate as to the adjustments required to be made to the terms of the outstanding Share Options as a result of the Share Consolidation.

Save for the Share Options, there are no other outstanding convertible securities, options, or warrants in issue which confer any right to subscribe for, convertible or exchangeable into Shares as at the Latest Practicable Date.

Odd Lot Arrangements and Fractional Consolidated Shares

Fractional Consolidated Shares will be disregarded and not issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefi t of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Shares regardless of the number of share certifi cates held by such holder.

In order to facilitate the trading of odd lots of the Consolidated Shares, the Company has appointed Oriental Patron Securities Limited to provide a matching service, on a “best effort” basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares. Holders of odd lots of the Consolidated Shares who wish to take advantage of this trading facility should contact Mr. Raymond Ng of Oriental Patron Securities Limited at 27/F, Two Exchange Square, 8 Connaught Place, Central, Hong Kong. (Tel: (852) 2842 5862) either directly or through their licensed securities dealers during the period from 30 May 2011 to 20 June 2011. Holders of odd lots of the Consolidated Shares should note that the matching of the sale and purchase of odd lots of the Consolidated Shares is on a best effect basis and successful matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Any Shareholder, who is in any doubt about the odd lot facility, is recommended to consult his/her/its own professional advisers.

Subject to the Share Consolidation becoming effective, the trading arrangements for dealings in Consolidated Shares are set out as follows:

• (i) with effect from 9:00 a.m. on 16 May 2011, the original counter for trading in Shares in board lots of 50,000 Shares will close temporarily. A temporary counter for trading in Consolidated Shares in the form of existing share certifi cates in board lots of 5,000 Consolidated Shares will be established, and every ten (10) Shares in the form of existing share certifi cates will be deemed to represent one (1) Consolidated Share. Only existing share certifi cates for Shares (red in colour) can be traded at this temporary counter;

6

LETTER FROM THE BOARD

• (ii) with effect from 9:00 a.m. on 30 May 2011, the original counter will reopen for trading in Consolidated Shares in new board lots of 10,000 Consolidated Shares. Only new share certifi cates for the Consolidated Shares (blue in colour) can be traded at this counter;

• (iii) with effect from 9:00 a.m. on 30 May 2011 to 4:00 p.m. on 20 June 2011 (both days inclusive), there will be parallel trading at the counters mentioned in (i) and (ii) above; and

• (iv) the temporary counter for trading in Consolidated Shares in the form of the existing share certifi cates (red in colour) in board lots of 5,000 Consolidated Shares will be removed after the close of trading on 20 June 2011. Thereafter, trading will only be in Consolidated Shares in the form of new share certifi cates (blue in colour) in board lots of 10,000 Consolidated Shares and the existing share certifi cates (red in colour) for Shares will cease to be acceptable for trading and settlement purposes.

Exchange of Share Certifi cates

Should the Share Consolidation become effective, Shareholders may, during the period from 16 May 2011 to 22 June 2011 (both days inclusive) during the business hours, submit existing certifi cates for the Shares in red colour to the Company’s branch share registrar, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for exchange, at the expense of the Company, for new share certifi cates in blue colour for the Consolidated Shares. It is expected that the new certifi cates for the Consolidated Shares will be available for collection within 10 business days (as defi ned under the Listing Rules) after the submission of the existing share certifi cates to the branch share registrar of the Company for exchange. Thereafter, certifi cates for existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be allowed by the Stock Exchange) for each new certifi cate issued for Consolidated Shares. Existing certifi cates for the Shares will cease to be good for delivery but will continue to be good evidence of legal title and may be exchanged for certifi cates for the Consolidated Shares at any time at the expense of the Shareholders.

EGM

The notice of EGM to be held at Empire Room 1, Empire Hotel Hong Kong, 33 Hennessy Road, Wanchai, Hong Kong on 13 May 2011 at 11:00 a.m. is set out on pages 9 to 10 of this circular.

The EGM is convened to be held for the purpose of considering and, if thought fi t, approving the ordinary resolution by way of poll in respect of the Share Consolidation. To the best of the Director’s knowledge, information and belief having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolution approving the Share Consolidation at the EGM. There is a form of proxy for use at the EGM accompanying this circular. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s share registrar, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding of the EGM or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM (or any adjourned meeting thereof) should you wish to do so and in such event, the proxy shall be deemed to be revoked.

7

LETTER FROM THE BOARD

The resolution proposed to be approved at the EGM will be taken by poll and an announcement will be made by the Company following the conclusion of the EGM to inform you of its results.

INFORMATION OF THE COMPANY

The Company is incorporated in the Cayman Islands with limited liability and, through its subsidiaries, is principally engaged in television advertising business, content production business and holding of investment properties through a jointly controlled entity.

RECOMMENDATION

The Directors (including all the independent non-executive Directors) are of the view that the Share Consolidation is fair and reasonable, and is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the ordinary resolution as set out in the notice of EGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confi rm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein misleading.

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

8

NOTICE OF EXTRAORDINARY 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 an extraordinary general meeting of Media China Corporation Limited (the “ Company ”) will be held at Empire Room 1, Empire Hotel Hong Kong, 33 Hennessy Road, Wanchai, Hong Kong on 13 May 2011 at 11:00 a.m. for the purpose of considering and if thought fi t, passing, with or without modifi cations, the following resolutions which will be proposed as ordinary resolution:

ORDINARY RESOLUTION

“ THAT conditional upon the Listing Committee of the Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the listing of, and permission to deal in, the Consolidated Shares (as defi ned below) and the obtaining of all necessary approvals from the regulatory authorities or otherwise that may be required in respect of the Share Consolidation, if necessary:

• (a) every ten (10) issued and unissued ordinary shares of HK$0.01 each in the share capital of the Company be consolidated into one (1) Consolidated Share of HK$0.10 (“ Consolidated Share ”) and such consolidation shall take effect on the next Business Day immediately following the date on which this resolution is passed;

• (b) the Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions contained in the memorandum and articles of association of the Company;

• (c) all fractional Consolidated Shares will be disregarded and not be issued to the holders of the existing ordinary shares of the Company but all fractional Consolidated Shares will be aggregated and, if possible, sold for the benefi t of the Company; and

9

NOTICE OF EXTRAORDINARY GENERAL MEETING

• (d) the directors of the Company be and are generally authorized to do all such acts and things and execute all such documents, including under the seal of the Company, where applicable, as they consider necessary or expedient to implement and give effect to the arrangements set out in this resolution.

In this resolution, the term “Business Day” shall mean a day on which the Stock Exchange is open for the business of dealing in securities and there is no suspension in trading in the shares of the Company on that day”

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

Hong Kong, 21 April 2011

As at the date of this notice, the Board comprises Mr. YUEN Hoi Po (Chairman and Executive Director), Mr. Hugo SHONG (Vice Chairman and Non-executive Director), Mr. ZHANG Changsheng (Executive Director), Mr. WANG Hong (Executive Director), Mr. TIAN Suning (Non-executive Director), Mr. JIANG Jianning, Professor WEI Xin, Dr. WONG Yau Kar David JP and Mr. YUEN Kin (each an Independent Non-executive Director).

Notes:

• (i) A member entitled to attend and vote at the above meeting is entitled to appoint one proxy or, if he/she is a holder of more than one share, more proxies to attend and vote instead of him/her. A proxy needs not be a member of the Company.

• (ii) Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either personally or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands fi rst on the Register of Members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

• (iii) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a certifi ed copy of such power of attorney or authority, must be lodged with the Company’s Share Registrar, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration not less than 48 hours before the time appointed for holding the meeting.

• (iv) Completion and return of the form of proxy will not preclude a member from attending the meeting and voting in person at the meeting or any adjournment thereof if he/she so desires. If a member attends the meeting after having deposited the form of proxy, his/her form of proxy will be deemed to have been revoked.

10