CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2012

Jun 20, 2012

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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MEDIA CHINA CORPORATION 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 of Media China Corporation Limited (the ‘‘Company’’) will be held at Falcon Room I, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Wednesday, 25 July 2012 at 10:00 a.m. for the purpose of considering and if thought fit, passing, with or without modifications, the following resolution A which will be proposed as an ordinary resolution and the following resolution B which will be proposed as a special resolution:

ORDINARY RESOLUTION

• A. ‘‘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 defined 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 two (2) issued and unissued ordinary shares of HK$0.10 each in the share capital of the Company be consolidated into one (1) consolidated share of HK$0.20 (‘‘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 benefit of the Company; and

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• (d) any two directors or any director and the company secretary 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.’’

SPECIAL RESOLUTION

• B. ‘‘THAT the existing memorandum of association (‘‘Memorandum’’) and articles of association (‘‘Articles’’) of the Company be amended in the following manner:

(a) Memorandum

(i) By deleting the amount of ‘‘30,000,000,000’’ immediately after the words ‘‘divided into’’ in the first line of clause 8 of the Memorandum and substituting therefor the amount of ‘‘15,000,000,000’’; and (ii) by deleting the amount of ‘‘HK$0.1’’ immediately after the words ‘‘ordinary shares of a nominal or par value of’’ in the second line of clause 8 of the Memorandum and substituting therefor the amount of ‘‘HK$0.2’’.

(b) Articles

By deleting the amount of ‘‘HK$0.1’’ immediately after the words ‘‘ordinary shares of a par value of’’ in the definition of ‘‘Ordinary Shares’’ in Article 2(1) of the Articles and substituting therefor the amount of ‘‘HK$0.2’’.’’

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

Hong Kong, 21 June 2012

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. Edward TIAN Suning (Non-executive Director), Professor WEI Xin, Dr. WONG Yau Kar David JP, Mr. YUEN Kin and Mr. CHU Yuguo (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/it is a holder of more than one share, more proxies to attend and vote instead of him/her/it. A proxy needs not be a member of the Company.

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• (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/it 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 first 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 notarially certified 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/it so desires. If a member attends the meeting after having deposited the form of proxy, his/her/its form of proxy will be deemed to have been revoked.

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