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

Apr 4, 2011

==> picture [209 x 66] intentionally omitted <==

MEDIA CHINA CORPORATION LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 419)

PROXY FORM

Form of proxy for use at the annual general meeting of the Company (the “Meeting”) to be held at 10:00 a.m. on Friday, 13 May 2011 at Empire Room I, Empire Hotel Hong Kong, 33 Hennessy Road, Wanchai, Hong Kong.

I/We [(note 1)]

of

being the registered holder(s) of [(note 2)] Media China Corporation Limited (the “Company”), hereby appoint [(note 3)] of

shares of HK$0.01 each in the capital of

or failing him/her, the Chairman of the Meeting, as my/our proxy to attend on my/our behalf at the Meeting (and at any adjournment thereof) to vote for me/us in my/our name(s) in respect of the resolutions set out in the notice of the Meeting (with or without modifi cations) as hereunder indicated.

indicated.	indicated.
		Ordinary Resolutions			For(note 4)	Against(note 4)
1.		To receive and consider the audited f nancial statements and the reports of the directors and of the auditor for the year ended 31 December 2010
2.		a) To re-elect Mr. YUEN Hoi Po as a director
		b) To re-elect Mr. WANG Hong as a director
		c) To re-elect Prof. WEI Xin as a director
		d) To re-elect Mr. YUEN Kin as a director
		e) To re-elect Mr. Edward TIAN Sunning as a director
		f) To re-elect Mr. JIANG Jianning as a director
		g) To authorise the board of directors to f x the directors’ remuneration.
3.		To re-appoint Messrs. PricewaterhouseCoopers as auditor of the Company and to authorise the board of directors to f x their remuneration
4.		a) To grant a general mandate to the directors to allot, issue and deal with the additional ordinary shares of the Company as set out in the Ordinary Resolution no.4(A) in the notice of the Meeting
		b) To grant a general mandate to the directors to repurchase ordinary shares of the Company as set out in the Ordinary Resolution no.4(B) in the notice of the Meeting
		c) To extend the general mandate granted to the directors to allot, issue and deal with the additional ordinary shares of the Company as set out in the Ordinary Resolution no.4(C) in the notice of the Meeting
		d) To approve the refreshment of limit on the grant of options under the share option scheme of the Company
Dated this		day of	2011 Signature(s)(note 7)

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares of HK$0.01 each in the capital of the Company registered in your name(s); if no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. Full name and address of proxy to be inserted in BLOCK CAPITALS. IF NO SUCH NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY .

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK IN THE RELEVANT BOX MARKED IN THE COLUMN HEADED “FOR” BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE RELEVANT BOX MARKED IN THE COLUMN HEADED “AGAINST” BESIDE THE APPROPRIATE RESOLUTION . If no direction is given, the proxy will be entitled to vote or abstain as he/she thinks fi t. Your proxy will be entitled to vote or abstain at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the meeting.

5. To be valid, this form of proxy, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certifi ed copy of that power or authority, must be deposited at the Company’s branch share registrars 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 appointed for holding the Meeting or any adjourned meeting.

6. In the case of joint holders of a share, the vote of the person, whether attending in person or by proxy, whose name stands fi rst on the register of members of the Company in respect of such share shall be accepted to the exclusion of the vote(s) of the other joint holder(s).

7. This form of proxy must be signed by you or your attorney duly authorised in writing or, if you are a corporation, must either be executed under seal or under the hand of an offi cer or attorney duly authorised.

8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

9. Completion and delivery of this form of proxy shall not preclude you from attending and voting in person at the Meeting if you so wish and in such event, this form of proxy will be deemed to be revoked.

10. Any alteration made to this form of proxy must be initialled by the person who signs it.