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

Apr 24, 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 (the ‘‘EGM’’) of Media China Corporation Limited (the ‘‘Company’’) will be held at the Falcon Room I, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Monday, 4 June 2012 at 10:30 a.m. for the purpose of considering and if thought fit, passing, with or without modifications, the following resolutions A and B which will be proposed as special resolutions and the following resolution C which will be proposed as ordinary resolutions:

SPECIAL RESOLUTIONS

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

(a) Memorandum

• (i) By deleting the name ‘‘Universal Holdings Limited 友利控股有限公司’’ in the heading on page 1 of the Memorandum and in clause 1 of the Memorandum and substituting therefor ‘‘Media China Corporation Limited 華億傳媒有限公司’’;

• (ii) By deleting the words ‘‘HK$100,000 divided into 10,000,000 shares of a nominal or par value of HK$0.01 each’’ after the words ‘‘share capital of the Company is’’ in the first line of clause 8 of the Memorandum and substituting therefor ‘‘HK$3,002,407,600 divided into 30,000,000,000 ordinary shares of a nominal or par value of HK$0.1 each and 240,760,000 preference shares of a nominal or par value of HK$0.01 each’’;

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(b) Articles

• (i) By deleting the name ‘‘Universal Holdings Limited’’ on the cover page of the Articles and substituting therefor ‘‘Media China Corporation Limited 華億傳媒有限公司’’;

• (ii) By deleting the name ‘‘Universal Holdings Limited’’ in the definition of ‘‘Company’’ in Article 2(1) of the Articles and substituting therefor the name ‘‘Media China Corporation Limited華億傳媒有限公司’’;

• (iii) By deleting the amount of ‘‘$0.01’’ after the words ‘‘ordinary shares of a par value’’ in the definition of ‘‘Ordinary Shares’’ in Article 2(1) of the Articles and substituting therefor the amount of ‘‘HK$0.1’’; and

• (iv) By deleting the words ‘‘Preference Shares’’ after the words ‘‘will forthwith given notice to the’’ in the 13[th] line of Article 3(3)(H)(ii) of the Articles and substituting therefor the words ‘‘Preference Shareholders’’.

• B1. ‘‘THAT the new memorandum of association in the form of the document marked ‘‘A’’ and produced to this meeting and for the purpose of identification signed by the chairman of this meeting, which consolidates all of the proposed amendments referred to in Resolution A above (on condition that Resolution A shall have been passed) be approved and adopted as the new memorandum of association of the Company in substitution for and to the exclusion of the existing Memorandum with immediate effect.’’

• B2. ‘‘THAT the new articles of association in the form of the document marked “B” and produced to this meeting and for the purpose of identification signed by the chairman of this meeting, which consolidates all of the proposed amendments referred to in Resolution A above (on condition that Resolution A shall have been passed) and all previous amendments made pursuant to resolutions passed by the members of the Company at general meetings be approved and adopted as the new articles of association of the Company in substitution for and to the exclusion of the existing Articles with immediate effect.’’

ORDINARY RESOLUTION

• C. ‘‘THAT:

• (a) subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) granting the approval for the listing of, and permission to deal in, the shares of the Company to be issued and allotted pursuant to the exercise of options granted under the new share option scheme of the Company (the ‘‘New Share Option Scheme’’), the rules of which are contained in the document marked ‘‘C’’ produced to the meeting and for the purposes of identification signed by the chairman thereof, the New Share Option Scheme be and is hereby approved and adopted and with effect from the date of the New Share Option Scheme becoming unconditional and coming into effect, the existing share option scheme of the Company which was adopted by the Company on 30 July 2002 be

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terminated therefrom and the directors of the Company be and are hereby authorised to do all acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the New Share Option Scheme, including but without limitation:

• (i) to administer the New Share Option Scheme under which options will be granted to participants eligible under the New Share Option Scheme to subscribe for the shares of the Company, including but not limited to determining and granting the options in accordance with the terms of the New Share Option Scheme;

• (ii) to modify and/or amend the New Share Option Scheme from time to time provided that such modification and/or amendment is effected in accordance with the provisions of the New Share Option Scheme relating to the modification and/or amendment and subject to Chapter 17 of the Rules Governing the Listing of Securities on the Stock Exchange (the ‘‘Listing Rules’’);

• (iii) to allot and issue from time to time such number of shares of the Company as may be required to be allotted and issued pursuant to the exercise of the options under the New Share Option Scheme and subject to the Listing Rules;

• (iv) to make application at appropriate time or times to the Stock Exchange and any other stock exchanges upon which the issued shares of the Company may for the time being be listed, for listing of and permission to deal in, any shares of the Company which may hereafter from time to time be allotted and issued pursuant to the exercise of options under the New Share Option Scheme; and

• (v) to consent, if it so deems fit and expedient, to such conditions, modifications and/or variations as may be required or imposed by the relevant authorities in relation to the New Share Option Scheme.’’

By Order of the Board

Media China Corporation Limited Yuen Hoi Po

Chairman

Hong Kong, 25 April 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 or more proxies to attend and vote instead of him/her. 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 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 26/F., 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.

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