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

Apr 24, 2012

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 to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, accountant or other professional adviser.

If you have sold or transferred all your shares in Media China Corporation Limited (the ‘‘Company’’), you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) 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.

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.

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MEDIA CHINA CORPORATION LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 419)

PROPOSED TERMINATION OF EXISTING SHARE OPTION SCHEME AND ADOPTION OF NEW SHARE OPTION SCHEME

AND

PROPOSED AMENDMENTS TO MEMORANDUM

AND ARTICLES OF ASSOCIATION

AND

PROPOSED ADOPTION OF NEW MEMORANDUM

AND ARTICLES OF ASSOCIATION

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM of the Company to 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. is set out on pages 24 to 26 of this circular. Whether or not you intend to attend the EGM in person, 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 office of the Company in Hong Kong, Tricor Tengis Limited, at 26/F., 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 appointed time for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and in such event, the proxy form shall be deemed to be revoked.

25 April 2012

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Termination of Existing Share Option Scheme and
Adoption of New Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Application for Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Reasons for Adopting the New Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Proposed amendments to the Memorandum and
Articles of Association and proposed adoption of
the New Memorandum and Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Proposed amendments to the Memorandum of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Proposed amendments to the Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Voting by poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Document available for Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix I — Summary of Principal Terms of
the New Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24

– i –

DEFINITIONS

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

• ‘‘Articles of Association’’ the articles of association of the Company as amended from time to time

• ‘‘associate(s)’’ has the meaning ascribed to it under the Listing Rules

• ‘‘associated company’’ has the meaning ascribed to it under the Takeovers Code

• ‘‘Board’’ the board of Directors of the Company

• ‘‘Business Day(s)’’ any day on which the Stock Exchange is open for business of dealing in securities

• ‘‘Company’’ Media China Corporation Limited, 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

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘EGM’’

• the extraordinary general meeting of the Company proposed to be held and convened on Monday, 4 June 2012 at 10:30 a.m. to consider and, if thought fit, to approve the termination of the Existing Share Option Scheme, the adoption of the New Share Option Scheme, the amendments to the Memorandum and Articles of Association and adoption of the New Memorandum and Articles of Association

‘‘Eligible Participant(s)’’ any person who satisfies the eligibility requirements in the New Share Option Scheme namely:

• (a) any part-time or full-time employee or officer of any member of the Group or of any associated company; or

• (b) any supplier, agent, customer, distributor, business associate or partner, professional or other adviser of, or consultant or contractor to, any member of the Group or any associated company; or

• (c) the chief executive or any director (including executive, nonexecutive or independent non-executive directors) of any member of the Group or of any associated company, or

• (d) any shareholder of any member of the Group or of any associated company who, in the opinion of the Board, has made or will make contributions which are or may be beneficial to the Group as a whole, to be determined absolutely by the Board

– 1 –

DEFINITIONS

• ‘‘Exercise Price’’

• the price per Share at which an Eligible Participant who accepts an offer of the grant of option in accordance with the terms of the New Share Option Scheme may subscribe for Shares on the exercise of an Option

• ‘‘Existing Share Option Scheme’’

• the existing share option scheme adopted by the Company pursuant to an ordinary resolution of the Company passed on 30 July 2002

• ‘‘General Scheme Limit’’

• the total number of Shares which may be issued upon exercise of all Options to be granted under the New Share Option Scheme and any other share option scheme of the Group must not in aggregate exceed 10% of the Shares in issue as at the day of the passing of the relevant ordinary resolution approving the New Share Option Scheme

• ‘‘Group’’ the Company and its subsidiaries from time to time

• ‘‘HK$’’

• Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘Hong Kong’’

• The Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Latest Practicable Date’’

• 20 April 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• ‘‘Listing Committee’’

• the listing committee of the Stock Exchange for considering applications for listing and the granting of listing

• ‘‘Listing Rules’’

• the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Memorandum and Articles of Association’’

• the Memorandum of Association and Articles of Association of the Company from time to time

• ‘‘Memorandum of Association’’

• the memorandum of association of the Company as amended from time to time

• ‘‘New Memorandum and Articles of the new memorandum of association and new articles of Association’’ association proposed by the Directors for adoption by the Shareholders

– 2 –

DEFINITIONS

• ‘‘New Share Option Scheme’’

• the share option scheme proposed to be adopted by the Company at the EGM, a summary of its principal terms is set out in Appendix I to this circular

• ‘‘Open Offer’’

the issue of offer shares by the Company on the basis of three (3) offer shares for every eight (8) existing shares held on 24 November 2009 to the qualifying shareholders at the subscription price of HK$0.048 per offer share, pursuant to the terms and conditions as set out in the prospectus of the Company dated 25 November 2009. The Open Offer became effective on 17 December 2009

• ‘‘Option(s)’’ an option (if any) to subscribe for Shares granted or to be granted under the Existing Share Option Scheme or the New Share Option Scheme, as the context requires

• ‘‘Rights Issue’’

• the issue of 1,439,726,484 new Shares by way of a rights issue offered to the qualifying shareholders for subscription on the basis of one rights share for every two shares held on 23 May 2011 based on the terms set out in the prospectus of the Company dated 24 May 2011. The Rights Issue became effective on 20 June 2011

• ‘‘Share(s)’’ ordinary share(s) of HK$0.1 each in the share capital of the Company

• ‘‘Share Consolidation’’

• the consolidation of every ten (10) 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 each as approved at the extraordinary general meeting of the Company held on 13 May 2011. Details of the Share Consolidation are set out in the circular of the Company dated 21 April 2011. The Share Consolidation became effective on 16 May 2011

• ‘‘Shareholder(s)’’ holder(s) of the Shares from time to time

• ‘‘Stock Exchange’’

• The Stock Exchange of Hong Kong Limited

• ‘‘Subsidiary’’

a company which is for the time being and from time to time a subsidiary (within the meaning of the Companies Ordinance (Cap. 32 of the Laws of Hong Kong)) of the Company, whether incorporated in Hong Kong or elsewhere

• ‘‘substantial shareholder(s)’’

• shall have the meaning ascribed to it under the Listing Rules

• ‘‘Takeovers Code’’

• the code on Takeovers and Mergers

• ‘‘%’’

• per cent.

– 3 –

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

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

Independent Non-Executive Directors:

Professor WEI Xin Dr. WONG Yau Kar David JP Mr. YUEN Kin Mr. CHU Yuguo

Registered office:

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

25 April 2012

To the Shareholders

Dear Sir or Madam,

PROPOSED TERMINATION OF EXISTING SHARE OPTION SCHEME AND ADOPTION OF NEW SHARE OPTION SCHEME AND

PROPOSED AMENDMENTS TO MEMORANDUM AND ARTICLES OF ASSOCIATION

AND

PROPOSED ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide Shareholders with the information concerning the resolutions to be proposed at the EGM for approving the termination of the Existing Share Option Scheme, the adoption of the New Share Option Scheme, amendments to the Memorandum and Articles of Association and the adoption of the New Memorandum and Articles of Association.

– 4 –

LETTER FROM THE BOARD

TERMINATION OF EXISTING SHARE OPTION SCHEME AND ADOPTION OF NEW SHARE OPTION SCHEME

The Board proposes to the Shareholders to terminate the Existing Share Option Scheme and adopt the New Share Option Scheme at the EGM. A summary of the principal terms of the New Share Option Scheme is set out in Appendix I to this circular. This serves as a summary of the terms of the New Share Option Scheme but does not constitute the full terms of the same. A copy of the rules of the New Share Option Scheme is available for inspection at the principal place of business of the Company at Suite 3503, 35/F., Tower Two, Lippo Centre, 89 Queensway, Hong Kong during normal business hours for a 14-day period immediately preceding the EGM and at the venue of the EGM during the EGM.

Pursuant to a written resolution passed by the Shareholders on 30 July 2002, the Company adopted the Existing Share Option Scheme. Under the Existing Share Option Scheme, the Board may offer Options to the eligible persons prescribed in the Existing Share Option Scheme in its absolute discretion. As at the Latest Practicable Date, the Company had outstanding 170,958,259 Options arrived at after taking into account the following events:

Events	No. of Options
Options previously granted	1,810,000,000
Options lapsed	(35,000,000)
Options remained outstanding	1,775,000,000
Options remained outstanding as a result of
the Open Offer (after adjustment)	1,830,468,750
Options exercised	(49,995)
Options lapsed	(30,937,500)
Options remained outstanding	1,799,481,255
Options remained outstanding as a result of
the Share Consolidation (after adjustment)	179,948,125
Options lapsed	(7,734,375)
Options remained outstanding	172,213,750
Options remained outstanding as a result of
the Rights Issue (after adjustment)	174,085,636
Options lapsed	(3,127,377)
Options remained outstanding	170,958,259

Under the Existing Share Option Scheme, such 170,958,259 outstanding Options shall continue to be valid and exercisable in accordance the rules of the Existing Share Option Scheme. The Board has no intention to grant further Options under the Existing Share Option Scheme from the Latest Practicable Date up to the date of the EGM.

Upon termination of the Existing Share Option Scheme, no further Options will be granted thereunder, but the provisions of the Existing Share Option Scheme will remain in full force and effect to the extent necessary to give effect to the exercise of Options (to the extent not already exercised) granted prior to its termination.

– 5 –

LETTER FROM THE BOARD

The Existing Share Option Scheme will be terminated on the date on which the New Share Option Scheme comes into effect upon the fulfillment of the following conditions:

• (i) the passing of an ordinary resolution at the EGM approving the termination of the Existing Share Option Scheme and the adoption of the New Share Option Scheme, and authorising the Directors to grant Options thereunder and to allot and issue Shares pursuant to the exercise of any Option; and

• (ii) the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, any new Shares which may be allotted and issued upon the exercise of the subscription rights attaching to the Options granted under the New Share Option Scheme up to the General Scheme Limit.

As at the Latest Practicable Date, there were 4,519,179,453 Shares in issue. Assuming that there are no further allotment of Shares from the Latest Practicable Date up to the date of approval of the New Share Option Scheme, Options to subscribe for up to 451,917,945 Shares may be issued under the New Share Option Scheme and any other schemes of the Company pursuant to Rule 17.03(3) of the Listing Rules, representing 10% of Shares in issue as at the date of approval of the New Share Option Scheme.

The Directors consider that it is not appropriate to state the value of all the Options that can be granted under the New Share Option Scheme as if they had been granted as at the Latest Practicable Date prior to the approval of the New Share Option Scheme given that the variables which are critical for the calculation of the value of such Options cannot be determined. These variables include but are not limited to, the Exercise Price, whether or not Options will be granted under the New Share Option Scheme and the timing of the granting of such Options, the period during which the subscription rights may be exercised, the discretion of the Board to impose any performance target that has to be achieved before the subscription rights attaching to the Options can be exercised and any other conditions that the Board may impose with respect to the Options and whether or not such Options, if granted, will be exercised. The Exercise Price depends on the price of the Shares as quoted on the Stock Exchange, which in turn depends on when the Board is to grant Options under the New Share Option Scheme. With a scheme life of ten years, the Board is of the view that it is too premature to state whether or not Options will be granted under the New Share Option Scheme and, if so, the number of Options that may be granted. It is also difficult to ascertain with accuracy the Exercise Price given the volatility to which the price of Shares may be subject to during the ten-year life span of the New Share Option Scheme.

The Directors are of the view that the value of the Options depends on a number of variables which are either difficult to ascertain or can only be ascertained subject to a number of theoretical bases and speculative assumptions. Accordingly, the Directors believe that any calculation of the value of the Options will not be meaningful and may be misleading to Shareholders in the circumstances.

The Company is not required to appoint any trustee for the purpose of administering the New Share Option Scheme. The New Share Option Scheme will be subject to administration of the Board. None of the Directors is or will be a trustee of the New Share Option Scheme or have a direct or indirect interest in any such trustee.

– 6 –

LETTER FROM THE BOARD

APPLICATION FOR LISTING

An application will be made to the Listing Committee of the Stock Exchange for the approval of the listing of, and permission to deal in, the Shares which may fall to be allotted and issued pursuant to the exercise of any Options that may be granted under the New Share Option Scheme up to the General Scheme Limit.

REASONS FOR ADOPTING THE NEW SHARE OPTION SCHEME

The Existing Share Option Scheme will expire on 30 July 2012. The Directors consider that it is appropriate to adopt the New Share Option Scheme. The Directors consider that the New Share Option Scheme, which will be valid for ten years from the date of its adoption, will provide the Company with more flexibility in long term planning of granting of the share options to eligible persons in a longer period in the future. The New Share Option Scheme also provides appropriate incentives or rewards to eligible persons for their contributions or potential contributions to the Group. The purpose of the New Share Option Scheme is to attract and retain the best available personnel, to provide additional incentive to employees, directors, consultants, advisers and shareholders of the Group and to promote the success of the business of the Group.

The New Share Option Scheme also expressly provides that, the Board may, with respect to each grant of Options, determine the Exercise Price (being not less than the minimum price specified in the Listing Rules), the conditions precedent and any performance targets that apply to the Options. The Directors believe the New Share Option Scheme will provide the Board with flexibility in determining the applicable performance targets and any other conditions to which the specific grant of Options may be subject on a case-by-case basis, and thus will place the Group in a better position to attract human resources that are valuable to the long term growth and development of the Group. There are no businesses or interests of the Directors that compete or may compete with the business of the Group.

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND PROPOSED ADOPTION OF THE NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

Since July 2002, various amendments to the Articles of Association were made pursuant to resolutions passed by the Shareholders at general meetings on 30 June 2004, 29 June 2006 and 15 June 2007. Details of such resolutions are set out in circulars of the Company dated 8 June 2004, 7 June 2006 and 23 May 2007. It is proposed that further amendments to the Memorandum and Articles of Association as detailed hereinbelow be made to reflect the current corporate information of the Company.

The Board would like to seek the approval of the Shareholders to adopt (i) the new Memorandum of Association which consolidates all the proposed amendments set out in the notice of the EGM and (ii) the new Articles of Association which consolidates all of the proposed amendments set out on the notice of the EGM and all previous amendments made pursuant to resolutions passed by Shareholders in general meetings in substitution for and to the exclusion of the existing Memorandum and Articles of Association at the EGM.

– 7 –

LETTER FROM THE BOARD

The Company’s legal advisers have confirmed that the proposed amendments to the Memorandum and Articles of Association are in compliance with the requirements of the Listing Rules. The Company also confirmed that there is nothing unusual about the proposed amendments to the Memorandum and Articles of Association for a company listed in Hong Kong.

Pursuant to Article 168 of the existing Articles of Association, the proposed amendments to the Memorandum and Articles of Association, adoption of the new Memorandum of Association incorporating the amendments set out in the notice of the EGM, and adoption of the new Articles of Association incorporating the amendments set out in the notice of the EGM and all previous amendments made pursuant to resolutions passed by Shareholders in general meetings will be subject to the approval by the Shareholders in the form of a special resolution.

PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION

The existing Memorandum of Association shall be amended in the following manner:

• (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 of Association and in clause 1 of the Memorandum of Association and substituting therefor ‘‘Media China Corporation Limited 華億傳媒有限公 司’’; and

• (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 of Association 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’’.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The existing Articles of Association shall be amended in the following manner:

• (i) By deleting the name ‘‘Universal Holdings Limited’’ on the cover page of the Articles of Association 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 of Association 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 of Association 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 of Association and substituting therefor the words ‘‘Preference Shareholders’’.

– 8 –

LETTER FROM THE BOARD

EGM

Under the Existing Share Option Scheme, the Company may by ordinary resolution in general meeting at any time terminate the operation of such scheme. An ordinary resolution will thus be proposed for the approval of the Shareholders at the EGM that, subject to approval and adoption of the New Share Option Scheme by the Shareholders at the EGM, the Existing Share Option Scheme be terminated. To the best knowledge of the Directors, no Shareholder has a material interest in the New Share Option Scheme different to that of any other Shareholders and therefore, no Shareholder will abstain from voting at the EGM.

A notice for convening the EGM is set out from pages 24 to 26 of this circular. The EGM will be convened for the purpose of considering and, if thought fit, passing the ordinary resolutions to approve the termination of the Existing Share Option Scheme and the adoption of the New Share Option Scheme, and passing special resolutions to approve the amendments to the Memorandum and Articles of Association and the adoption of the New Memorandum and Articles of Association. A form of proxy for use at the EGM is enclosed with this circular.

Whether or not you are able to attend the EGM in person, you are requested to complete and return the accompanying proxy form with the instructions printed thereof to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as practicable and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and in such event, the proxy form shall be deemed to be revoked.

RECOMMENDATION

The Directors consider that all proposed resolutions for approving the termination of the Existing Share Option Scheme, the adoption of the New Share Option Scheme, the amendments to the Memorandum and Articles of Association and the adoption of the New Memorandum and Articles of Association as set out in the notice of EGM are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend Shareholders to vote in favour of all proposed resolutions at the 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, confirm 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 or this circular misleading.

– 9 –

LETTER FROM THE BOARD

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The chairman of the EGM will therefore demand a poll for all resolutions to be put to the vote at the meeting pursuant to the Articles of Association. An announcement on the poll vote results will be made by the Company after the EGM.

DOCUMENT AVAILABLE FOR INSPECTION

Copy of the scheme document of the New Share Option Scheme is available for inspection during normal business hours on any Business Day at the Company’s principal place of business in Hong Kong at Suite 3503, 35/F., Tower Two, Lippo Centre, 89 Queensway, Hong Kong from the date of this circular up to and including the date of EGM and at the venue of the EGM during the EGM.

By the Order of the Board Media China Corporation Limited Yuen Hoi Po

Chairman

Hong Kong, 25 April 2012

– 10 –

SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX I

This appendix summaries the principal terms of the New Share Option Scheme but does not form part of, nor was it intended to be, part of the New Share Option Scheme nor should it be taken as effecting the interpretation of the rules of the New Share Option Scheme.

1. PURPOSE, DURATION AND ADMINISTRATION

• (a) The purpose of the New Share Option Scheme is to enable the Company to grant Options to the Eligible Participants as incentives or rewards for their contribution to the Group.

• (b) The New Share Option Scheme shall be subject to the administration of the Directors whose decision on all matters arising in relation to the New Share Option Scheme or their interpretation or effect shall (save for the grant of Options referred to in paragraph 3(b) which shall be approved in the manner referred to therein and save as otherwise provided herein) be final and binding on all persons who may be affected thereby and any Option granted prior thereto but not yet exercised shall continue to be valid and exercisable in accordance with this scheme.

• (c) Subject to paragraphs 1 and 13, the New Share Option Scheme shall be valid and effective until the close of business of the Company on the date which falls ten (10) years after the Adoption Date (as hereinafter defined) (the ‘‘Termination Date’’), after which period no further Options may be granted but the provisions of the New Share Option Scheme shall remain in force to the extent necessary to give effect to the exercise of any Options granted or otherwise as may be required in accordance with the provisions of the New Share Option Scheme.

• (d) An Eligible Participant who accepts the offer in accordance with the terms of the New Share Option Scheme or (where the context so permits and as referred to in paragraph 5(d)(i)) his/ her personal representative (the ‘‘Grantee’’) shall ensure that the acceptance of an offer, the holding and exercise of the Option in accordance with the New Share Option Scheme, the allotment and issue of Shares to him/her upon the exercise of the Option and the holding of such Shares are valid and comply with all laws, legislation and regulations including all applicable exchange control, fiscal and other laws to which he/she is subject. The Directors may, as a condition precedent of making an offer and allotting Shares upon an exercise of an Option, require an Eligible Participant or a Grantee (as the case may be) to produce such evidence as they may reasonably require for such purpose.

2. CONDITIONS

• (a) The New Share Option Scheme is conditional upon:

• (i) the Listing Committee of the Stock Exchange granting approval for the listing of and permission to deal in such number of Shares representing the General Scheme Limit to be allotted and issued by the Company pursuant to the exercise of Options in accordance with the terms and conditions of the New Share Option Scheme; and

• (ii) the passing of the necessary resolution to approve and adopt the New Share Option Scheme in general meeting or by way of written resolution of the Shareholder(s).

– 11 –

SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX I

• (b) If the conditions referred to in paragraph 2(a) are not satisfied on or before the date falling 60 days after the date of this circular, the New Share Option Scheme shall forthwith determine and no person shall be entitled to any rights or benefits or be under any obligations under or in respect of the New Share Option Scheme.

• (c) Reference in paragraph 2(a)(i) to the Listing Committee formally granting the listing and permission referred to therein shall include any such listing and permission which are granted subject to the fulfilment of any condition precedent or condition subsequent.

• (d) A certificate of a Director that the conditions set out in paragraph 2(a) have been satisfied and the date on which such conditions were satisfied or that such conditions have not been satisfied as of any particular date and the exact date on which the New Share Option Scheme is adopted upon fulfilment of the condition set out in paragraph 2(a)(ii) (the ‘‘Adoption Date’’) shall be conclusive evidence of the matters certified.

3. GRANT OF OPTIONS

• (a) Subject to paragraph 3(b), the Directors shall, in accordance with the provisions of the New Share Option Scheme and the Listing Rules, be entitled but shall not be bound at any time within a period of ten (10) years commencing from the Adoption Date to make an offer to any Eligible Participant to subscribe, and no person other than the Eligible Participant named in such offer may subscribe, for such number of Shares (being a board lot for dealings in the Shares on the Stock Exchange or an integral multiple thereof) at such price per Share at which a Grantee may subscribe for the Shares on the exercise of an Option, as determined in accordance with paragraph 4 (the ‘‘Exercise Price’’), as the Directors shall, subject to paragraph 3 and at their discretion, determine. For the avoidance of doubt, the grant of any options by the Company for the subscription of Shares or any other securities of the Group to any person who fall within any of the above classes of Eligible Participants shall not, by itself, unless the Board otherwise determined, be construed as a grant of Option under the New Share Option Scheme.

• (b) Without prejudice to paragraph 7(d) below, the making of an offer to any Director, chief executive or substantial shareholder of the Company, or any of their respective associates must be approved by the independent non-executive Directors (excluding any independent non-executive Director who or whose associate is the proposed Grantee of an Option).

• (c) The eligibility of any of the Eligible Participants to an offer shall be determined by the Directors from time to time on the basis of the Directors’ opinion as to the Eligible Participant’s contribution to the development and growth of the Group.

• (d) An offer shall be made to an Eligible Participant in writing (and unless so made shall be invalid) in such form as the Directors may from time to time determine, either generally or on a case-by-case basis, specifying the number of Shares under the Option and the ‘‘Option Period’’ (which means, in respect of any particular Option, a period to be determined and notified by the Directors to the Grantee thereof and, in the absence of such determination, from the offer date to the earlier of (i) the date on which such Option lapses under the provisions of paragraph 6; and (ii) the expiry date of ten (10) years from the offer date of

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that Option) in respect of which the offer is made and further requiring the Eligible Participant to undertake to hold the Option on the terms on which it is to be granted and to be bound by the provisions of the New Share Option Scheme and shall remain open for acceptance by the Eligible Participant concerned (and by no other person) for a period of up to 21 days from the offer date.

• (e) An offer shall state, in addition to the matters specified in paragraph 3(d), the following:

• (i) the name, address and occupation of the Eligible Participant;

• (ii) the number of Shares under the Option in respect of which the offer is made and the Exercise Price for such Shares;

• (iii) the Option Period in respect of which the Offer is made or, as the case may be, the Option Period in respect of separate parcels of Shares under the Option comprised in the offer;

• (iv) the last date by which the offer must be accepted (which may not be later than 21 days from the offer date);

• (v) the procedure for acceptance;

• (vi) the performance target(s) (if any) that must be attained by the Eligible Participant before any Option can be exercised;

• (vii) such other terms and conditions of the offer as may be imposed by the Directors which in their opinion are fair and reasonable and as are not inconsistent with the New Share Option Scheme; and

• (viii) a statement requiring the Eligible Participant to undertake to hold the Option on the terms on which it is to be granted and to be bound by the provisions of the New Share Option Scheme including, without limitation, the conditions specified in, inter alia, paragraphs 2(d) and 5(a).

• (f) An offer shall have been accepted by an Eligible Participant in respect of all Shares under the Option which are offered to such Eligible Participant when the duplicate letter comprising acceptance of the offer duly signed by the Eligible Participant together with a remittance in favour of the Company of HK$1.00 by way of consideration for the grant thereof is received by the Company within such time as may be specified in the offer (which shall not be later than 21 days from the offer date). Such remittance shall in no circumstances be refundable.

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SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

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• (g) Any offer may be accepted by an Eligible Participant in respect of less than the number of Shares under the Option which are offered provided that it is accepted in respect of a board lot for dealings in the Shares on the Stock Exchange or an integral multiple thereof and such number is clearly stated in the duplicate letter comprising acceptance of the offer duly signed by such Eligible Participant and received by the Company together with a remittance in favour of the Company of HK$1.00 by way of consideration for the grant thereof within such time as may be specified in the offer (which shall not be later than 21 days from the offer date). Such remittance shall in no circumstances be refundable.

• (h) Upon an offer being accepted by an Eligible Participant in whole or in part in accordance with paragraphs 3(f) or 3(g), an Option in respect of the number of Shares of which the offer was so accepted will be deemed to have been granted by the Company to such Eligible Participant on the offer date. To the extent that the offer is not accepted within the time specified in the offer in the manner indicated in paragraphs 3(f) or 3(g), it will be deemed to have been irrevocably declined.

• (i) The Option Period of an Option may not end later than ten (10) years after the offer date of that Option.

• (j) Options will not be listed or dealt in on the Stock Exchange.

• (k) For so long as the Shares are listed on the Stock Exchange:

• (i) an offer may not be made after a price sensitive event has occurred or a price sensitive matter has been the subject of a decision until such price sensitive information has been announced in accordance with the requirements of the Listing Rules. In particular, during the period commencing one month immediately preceding the earlier of:

  • (aa) the date of the board meeting (as such date is first notified to the Stock Exchange in accordance with the Listing Rules) for the approval of the Company’s results for any year, half-year, quarter or any other interim period (whether or not required under the Listing Rules); and

  • (bb) the deadline for the Company to publish an announcement of its results for any year or half-year, quarter or any other interim period (whether or not required under the Listing Rules)

and ending on the actual date of publication of the results announcement, no offer may be made; and

• (ii) the Directors may not make any offer to an Eligible Participant who is a Director during the periods or times in which the Directors are prohibited from dealing in Shares pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers prescribed by the Listing Rules or any corresponding code or securities dealing restrictions adopted by the Company.

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SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX I

4. EXERCISE PRICE

The Exercise Price in respect of any Option shall, subject to any adjustments made pursuant to paragraph 8, be at the discretion of the Directors, provided that it shall not be less than the highest of:

• (a) the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet on the offer date;

• (b) the average closing price of the Shares as stated in the Stock Exchange’s daily quotations sheets for the five Business Days immediately preceding the offer date; and

• (c) the nominal value of the Shares on the offer date;

provided that in the event of fractional prices, the Exercise Price per Share shall be rounded upwards to the nearest whole cent.

5. EXERCISE OF OPTIONS

• (a) An Option shall be personal to the Grantee and shall not be transferable or assignable and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or otherwise dispose of or create any interest whatsoever in favour of any third party over or in relation to any Option or enter into any agreement so to do. Any breach of the foregoing by a Grantee shall entitle the Company to cancel any Option granted to such Grantee to the extent not already exercised.

• (b) Unless otherwise determined by the Directors and stated in the offer to a Grantee, a Grantee is not required to hold an Option for any minimum period nor achieve any performance targets before the exercise of an Option granted to him/her.

• (c) Subject to, inter alia, paragraph 2(d) and the fulfilment of all terms and conditions set out in the offer, including the attainment of any performance targets stated therein (if any), an Option shall be exercisable in whole or in part in the circumstances and in the manner as set out in paragraphs 5(d) and 5(e) by giving notice in writing to the Company stating that the Option is thereby exercised and the number of Shares in respect of which it is so exercised (which, except where the number of Shares in respect of which the Option remains unexercised is less than one board lot or where the Option is exercised in full, must be for a board lot for dealings in Shares on the Stock Exchange or an integral multiple thereof). Each such notice must be accompanied by a remittance for the full amount of the Exercise Price for Shares in respect of which the notice is given. Within 21 days (seven days in the case of an exercise pursuant to paragraph 5(d)(iii)) after receipt of the notice and, where appropriate, receipt of the certificate of the auditors or the independent financial advisers pursuant to paragraph 8, the Company shall accordingly allot and issue the relevant number of Shares to the Grantee (or, in the event of an exercise of Option by a personal representative pursuant to paragraph 5(d)(i), to the estate of the Grantee) fully paid and issue to the Grantee (or his/her estate in the event of an exercise by his/her personal representative as aforesaid) the relevant share certificate(s) in respect of the Shares so alloted and issued.

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SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX I

• (d) Subject as hereinafter provided in the New Share Option Scheme, an Option may only be exercised by the Grantee at any time during the Option Period provided that:

• (i) if the Grantee is an employee of the Group and in the event of his/her ceasing to be a grantee by reason of his/her death, ill-health or retirement in accordance with his/her contract of employment before exercising the Option in full, his/her personal representative(s) or, as appropriate, the Grantee may exercise the Option (to the extent not already exercised) in whole or in part in accordance with the provisions of paragraph 5(c) within a period of 12 months following the date of cessation of employment which date shall be the last day on which the Grantee was at work with the Company or the relevant Subsidiary whether salary is paid in lieu of notice or not, or such longer period as the Directors may determine or, if any of the events referred to in paragraph 5(d)(iii) or 5(d)(iv) occur during such period, exercise the Option pursuant to paragraph 5(d)(iii) or 5(d)(iv) respectively;

• (ii) if the Grantee is an employee of the Group and in the event of his/her ceasing to be a grantee for any reason other than (1) his/her death, ill-health or retirement in accordance with his/her contract of employment or (2) the termination of his/her employment on one or more of the grounds specified in paragraph 6(a)(iv) before exercising the Option in full, the Option (to the extent not already exercised) shall lapse on the date of cessation or termination and not be exercisable unless the Directors otherwise determine in which event the Grantee may exercise the Option (to the extent not already exercised) in whole or in part in accordance with the provisions of paragraph 5(c) within such period as the Directors may determine following the date of such cessation or termination or, if any of the events referred to in paragraph 5(d)(iii) or 5(d)(iv) occur during such period, exercise the Option pursuant to paragraph 5(d)(iii) or 5(d)(iv) respectively. The date of cessation or termination as aforesaid shall be the last day on which the Grantee was actually at work with the Company or the relevant Subsidiary whether salary is paid in lieu of notice or not;

• (iii) if a general or partial offer, whether by way of takeover offer, share re-purchase offer, or scheme of arrangement or otherwise in like manner is made to all the Shareholders, or all such holders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror, the Company shall use all reasonable endeavours to procure that such offer is extended to all the Grantees on the same terms, mutatis mutandis, and assuming that they will become, by the exercise in full of the Options granted to them, the Shareholders. If such offer becomes or is declared unconditional or such scheme of arrangement is formally proposed to the Shareholders, the Grantee shall, notwithstanding any other terms on which his/her Options were granted, be entitled to exercise the Option (to the extent not already exercised) to its full extent or to the extent specified in the Grantee’s notice to the Company in accordance with the provisions of paragraph 5(c) at any time thereafter and up to the close of such offer (or any revised offer) or the record date for entitlements under scheme of arrangement, as the case may be;

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APPENDIX I

SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

• (iv) in the event of a resolution being proposed for the voluntary winding-up of the Company during the Option Period, the Grantee may, subject to the provisions of all applicable laws, by notice in writing to the Company at any time not less than two (2) Business Days before the date on which such resolution is to be considered and/or passed, exercise his/her Option (to the extent not already exercised) either to its full extent or to the extent specified in such notice in accordance with the provisions of paragraph 5(c) and the Company shall allot and issue to the Grantee the Shares in respect of which such Grantee has exercised his/her Option not less than one (1) day before the date on which such resolution is to be considered and/or passed whereupon he/she shall accordingly be entitled, in respect of the Shares allotted and issued to him/ her in the aforesaid manner, to participate in the distribution of the assets of the Company available in liquidation pari passu with the holders of the Shares in issue on the day prior to the date of such resolution. Subject thereto, all Options then outstanding shall lapse and determine on the commencement of the winding-up; and

• (e) Shares to be allotted and issued upon the exercise of an Option will be subject to the provisions of the Articles of Association for the time being in force and will rank pari passu in all respects with the existing fully paid Shares in issue on the date when the name of the Grantee is registered on the register of members of the Company and accordingly will entitle the holders thereof to participate in all dividends or other distributions paid or made on or after the name of the Grantee is registered on the register of members of the Company, other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefor shall be before the date when the name of the Grantee is registered on the register of members of the Company. A Share allotted and issued upon the exercise of an Option shall not carry voting rights until the name of the Grantee has been duly entered on the register of members of the Company as the holder thereof.

6. EARLY TERMINATION OF OPTION PERIOD

• (a) The Option Period in respect of any Option shall automatically terminate and that Option (to the extent not already exercised) shall lapse on the earliest of:

• (i) the expiry of the Option Period;

• (ii) the expiry of any of the periods referred to in paragraph 5(d);

• (iii) the date of commencement of the winding-up of the Company;

• (iv) in respect of a Grantee who is an employee of the Group when an offer is made to him/ her, the date on which the Grantee ceases to be an employee of the Group by reason of a termination of his/her employment on any one or more of the grounds that he/she has been guilty of persistent or serious misconduct, or has committed any act of bankruptcy or has become insolvent or has made any arrangement or composition with his/her creditors generally, or has been convicted of any criminal offence (other than an offence which in the opinion of the Directors does not bring the Grantee or the Group into disrepute);

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• (v) in respect of a Grantee who is not an employee of the Group when an offer is made to him/her, the date on which the Directors shall at their absolute discretion determine that (aa) (1) such Grantee or his/her associate has committed any breach of any contract entered into between such Grantee or his/her associate on the one part and the Group on the other part; or (2) such Grantee has committed any act of bankruptcy or has become insolvent or is subject to any winding-up, liquidation or analogous proceedings or has made any arrangement or composition with his/her creditors generally; or (3) such Grantee could no longer make any contribution to the growth and development of the Group by reason of the cessation of its relations with the Group or by any other reason whatsoever; and (bb) the Option shall lapse as a result of any event specified in subparagraph (1), (2) or (3) above; and

• (vi) the date on which the Directors shall exercise the Company’s right to cancel the Option by reason of a breach of paragraph 5(a) by the Grantee in respect of that or any other Option.

• (b) A resolution of the Directors or written communication on behalf of the Board to the effect that the employment of a Grantee has been terminated on one or more of the grounds specified in paragraph 6(a)(iv) or that any event referred to in paragraph 6(a)(v)(aa) has occurred shall be conclusive and binding on all persons who may be affected thereby.

• (c) Transfer of employment of a Grantee who is an employee of the Group from one member of the Group to another member of the Group shall not be considered a cessation of employment. It shall not be considered a cessation of employment if a Grantee who is an employee of the Group is placed on such leave of absence which is considered by the directors of the relevant member of the Group not to be a cessation of employment of the Grantee.

7. MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION

• (a) The maximum number of Shares which may be allotted and issued upon exercise of all outstanding Options granted and yet to be exercised under the New Share Option Scheme and any other share option scheme adopted by the Group shall not exceed 30% of the share capital of the Company in issue from time to time. No Options may be granted under the New Share Option Scheme or any other share option scheme adopted by the Group if the grant of such Option will result in the limit being exceeded.

• (b) The total number of Shares which may be allotted and issued upon exercise of all Options (excluding, for this purpose, Options which have lapsed in accordance with the terms of the New Share Option Scheme and any other share option scheme of the Group) to be granted under the New Share Option Scheme and any other share option scheme of the Group must not in aggregate exceed the General Scheme Limit provided that:

• (i) subject to paragraph 7(a) and without prejudice to paragraph 7(b)(ii), the Company may seek approval of the Shareholders in general meeting to refresh the General Scheme Limit provided that the total number of Shares which may be allotted and issued upon exercise of all Options to be granted under the New Share Option Scheme and any

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SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX I

other share option scheme of the Group must not exceed 10% of the Shares in issue as at the date of approval of the limit and for the purpose of calculating the limit, options (including those outstanding, cancelled, lapsed or exercised in accordance with the New Share Option Scheme and any other share option scheme of the Group) previously granted under the New Share Option Scheme and any other share option scheme of the Group will not be counted; and

• (ii) subject to paragraph 7(a) and without prejudice to paragraph 7(b)(i), the Company may seek separate shareholders’ approval in general meeting to grant Options under the New Share Option Scheme beyond the General Scheme Limit or, if applicable, the extended limit referred to in paragraph 7(b)(i) to Eligible Participants specifically identified by the Company before such approval is sought.

• (c) Subject to paragraph 7(d), the total number of Shares issued and which may fall to be issued upon exercise of the Options and the Options granted under any other share option scheme of the Group (including both exercised or outstanding Options) to each Grantee in any 12-month period shall not exceed 1% of the issued share capital of the Company for the time being. Where any further grant of Options to a Grantee under the New Share Option Scheme would result in the Shares issued and to be issued upon exercise of all Options granted and proposed to be granted to such person (including exercised, cancelled and outstanding Options) under the New Share Option Scheme and any other share option scheme of the Group in the 12-month period up to and including the date of such further grant representing in aggregate over 1% of the Shares in issue, such further grant must be separately approved by the Shareholders in general meeting with such Grantee and his/her associates abstaining from voting, and the number and terms (including the Exercise Price) of Options to be granted to such person must be fixed before the Shareholders’ approval.

• (d) Without prejudice to paragraph 3(b) and 3(c), each grant of Options to a director, chief executive or substantial shareholder of the Company or any of their respective associates must be approved by independent non-executive Directors (excluding independent nonexecutive Director who or whose associate is the proposed Grantee of an Option). Where any grant of Options to a substantial shareholder of the Company or an independent nonexecutive Director or any of their respective associates, would result in the Shares issued and to be issued upon exercise of all Options already granted and to be granted (including Options exercised, cancelled and outstanding) to such person in the 12-month period up to and including the date of such grant:

• (i) representing in aggregate over 0.1% of the Shares in issue; and

• (ii) having an aggregate value, based on the closing price of the Shares at the offer date of each offer, in excess of HK$5 million;

such further grant of Options must be approved by the Shareholders in general meeting. The Company shall send a circular to the Shareholders containing all information as required under the Listing Rules in this regard. All connected persons (as defined in the Listing Rules)

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SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX I

of the Company shall abstain from voting (except where any connected person intends to vote against the proposed grant and his/her intention to do so has been stated in the aforesaid circular).

• (e) For the purpose of seeking the approval of the Shareholders under paragraphs 7(b), 7(c) and 7(d), the Company must send a circular to the Shareholders containing the information required under the Listing Rules and where the Listing Rules shall so require, the vote at the Shareholders’ meeting convened to obtain the requisite approval shall be taken on a poll with those persons required under the Listing Rules abstaining from voting.

8. ADJUSTMENTS TO THE EXERCISE PRICE

• (a) In the event of any alteration in the capital structure of the Company whilst any Option remains exercisable or the New Share Option Scheme remains in effect, and such event arises from a capitalisation of profits or reserves, rights issue, consolidation or sub-division of the Shares, reduction of the share capital of the Company or any other capitalisation issue, then, in any such case the Company shall instruct the auditors or an independent financial adviser to certify in writing the adjustment, if any, that ought in their opinion fairly and reasonably to be made either generally or as regards any particular Grantee, to:

• (i) the number or nominal amount of Shares to which the New Share Option Scheme or any Option(s) relates (insofar as it is/they are unexercised); and/or

• (ii) the Exercise Price of any Option; and/or

• (iii) (unless the relevant Grantee elects to waive such adjustment) the number of Shares comprised in an Option or which remain comprised in an Option,

and an adjustment as so certified by the auditors or such independent financial adviser shall be made, provided that:

• (i) any such adjustment shall give the Grantee the same proportion of the issued share capital of the Company for which such Grantee would have been entitled to subscribe had he exercised all the Options held by him immediately prior to such adjustment;

• (ii) no such adjustment shall be made the effect of which would be to enable a Share to be issued at less than its nominal value;

• (iii) the issue of Shares or other securities of the Group as consideration in a transaction shall not be regarded as a circumstance requiring any such adjustment; and

• (iv) any such adjustment shall be made in compliance with such rules, codes and guidance notes of the Stock Exchange from time to time.

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SUMMARY OF PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX I

In respect of any adjustment referred to in this paragraph 8(a), other than any adjustment made on a capitalisation issue, the auditors or such independent financial adviser must confirm to the Directors in writing that the adjustments satisfy the requirements of the relevant provisions of the Listing Rules.

• (b) If there has been any alteration in the capital structure of the Company as referred to in paragraph 8(a), the Company shall, upon receipt of a notice from a Grantee in accordance with paragraph 5(c), inform the Grantee of such alteration and shall either inform the Grantee of the adjustment to be made in accordance with the certificate of the auditors or the independent financial adviser obtained by the Company for such purpose or, if no such certificate has yet been obtained, inform the Grantee of such fact and instruct the auditors or the independent financial adviser as soon as practicable thereafter to issue a certificate in that regard in accordance with paragraph 8(a).

• (c) In giving any certificate under this paragraph 8, the auditors or the independent financial adviser appointed under paragraph 8(a) shall be deemed to be acting as experts and not as arbitrators and their certificate shall, in the absence of manifest error, be final, conclusive and binding on the Company and all persons who may be affected thereby.

9. CANCELLATION OF OPTIONS

• (a) Subject to paragraph 5(a) and Chapter 17 of the Listing Rules, any Option granted but not exercised may not be cancelled except with the prior written consent of the relevant grantee and the approval of the Directors.

• (b) Where the Company cancels any Option granted to a Grantee but not exercised and issues new Option(s) to the same Grantee, the issue of such new Option(s) may only be made with available unissued Options (excluding, for this purpose, the Options so cancelled) within the General Scheme Limit or the limits approved by the Shareholders pursuant to paragraph 7(b)(i) or 7(b)(ii).

10. SUFFICIENT SHARE CAPITAL

The exercise of any Option shall be subject to the Shareholders in general meeting approving any necessary increase in the authorised share capital of the Company. Subject thereto, the Directors shall make available sufficient authorised but unissued share capital of the Company to allot and issue the Shares on the exercise of any Option.

11. DISPUTES

Any dispute arising in connection with the New Share Option Scheme (whether as to the number of Shares, the subject of an Option, the amount of the Exercise Price or otherwise) shall be referred to the decision of the auditors or the financial adviser (as the case may be) who shall act as experts and not as arbitrators and whose decision shall, in the absence of manifest error, be final, conclusive and binding on all persons who may be affected thereby.

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APPENDIX I

12. ALTERATION OF THE NEW SHARE OPTION SCHEME

• (a) Subject to paragraphs 12(b) and 12(d), the New Share Option Scheme may be altered in any respect by a resolution of the Directors except that:

• (i) the provisions of the New Share Option Scheme as to the definitions of ‘‘Eligible Participant(s)’’, ‘‘Grantee’’, ‘‘Option Period’’ and ‘‘Termination Date’’;

• (ii) the provisions of the New Share Option Scheme relating to the matters governed by Rule 17.03 of the Listing Rules;

shall not be altered to the advantage of Grantees or prospective Grantees except with the prior sanction of a resolution of the Shareholders in general meeting, provided that no such alteration shall operate to affect adversely the terms of issue of any Option granted or agreed to be granted prior to such alteration except with the consent or sanction of such majority of the Grantees as would be required of the Shareholders under the Articles of Association for a variation of the rights attached to the Shares.

• (b) Any alterations to the terms and conditions of the New Share Option Scheme which are of a material nature or any change to the terms of Options granted shall be approved by the Shareholders in general meeting except where the alterations take effect automatically under the existing terms of the New Share Option Scheme.

• (c) Any change to the authority of the Directors or the administrators of the New Share Option Scheme in relation to any alteration to the terms of the New Share Option Scheme must be approved by the Shareholders in general meeting.

• (d) The terms of the New Share Option Scheme and/or any Options amended pursuant to this paragraph 12 must comply with the applicable requirements of the Listing Rules.

13. TERMINATION

The Company by resolution in general meeting may at any time terminate the operation of the New Share Option Scheme and in such event no further Options will be offered but in all other respects the provisions of the New Share Option Scheme shall remain in force to the extent necessary to give effect to the exercise of any Options (to the extent not already exercised) granted prior thereto or otherwise as may be required in accordance with the provisions of the New Share Option Scheme and Options (to the extent not already exercised) granted prior to such termination shall continue to be valid and exercisable in accordance with the New Share Option Scheme.

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APPENDIX I

14. GOVERNING LAW

• (a) All allotments and issues of Shares pursuant to the New Share Option Scheme shall be subject to any necessary consents under the relevant laws, enactments or regulations for the time being to which the Company is subject. A Grantee shall be responsible for obtaining any governmental or other official consent that may be required by any country or jurisdiction for, or in connection with the grant or exercise of an Option. The Company shall not be responsible for any failure by a Grantee to obtain any such consent or for any tax or other liability to which a Grantee may become subject as a result of his or her participation in the New Share Option Scheme.

• (b) The New Share Option Scheme shall not confer on any person any legal or equitable rights (other than those constituting the Options themselves) against the Company directly or indirectly or give rise to any cause of action at law or in equity against the Company.

• (c) The Board shall procure that details of the New Share Option Scheme are disclosed in the Company’s annual reports and interim reports of the Company in compliance with the Listing Rules in force from time to time.

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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 (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’’;

(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’’;

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (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 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;

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (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 (Nonexecutive 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.

• (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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