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

Jan 19, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any 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, professional 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 and 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 onward transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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MEDIA CHINA CORPORATION LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 419)

REFRESHMENT OF EXISTING GENERAL MANDATE INCREASE IN AUTHORISED SHARE CAPITAL AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Financial Adviser to Media China Corporation Limited

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Independent Financial Adviser to the Independent Board Committee

and the Independent Shareholders

A notice convening the extraordinary general meeting of the Company to be held at Empire Room 1, Empire Hotel Hong Kong, 33 Hennessy Road, Wanchai, Hong Kong on Friday, 10 February 2012 at 10:00 a.m. or any adjournment is set out from pages 26 to 28 of this circular.

Whether or not you are able to attend the meeting in person, you are requested to complete and return the accompanying form of proxy to the Company’s share registrar in Hong Kong, Tricor Tengis Limited of 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the extraordinary general meeting of the Company. Completion and return of the form of proxy shall not preclude you from attending and voting at the extraordinary general meeting of the Company should you so wish.

20 January 2012

CONTENTS

	Page
Def nition. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Letter from the Independent Financial Adviser. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Notice of Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26

i

DEFINITIONS

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

• “AGM”

• : the annual general meeting of the Company held on 13 May 2011 for the Shareholders to approve, among other things, the Existing General Mandate

• “associate(s)” : has the meaning as ascribed to it under the Listing Rules

• “Board”

• : the board of Directors

• “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 to be held at Empire Room 1, Empire Hotel Hong Kong, 33 Hennessy Road, Wanchai, Hong Kong on Friday, 10 February 2012 at 10:00 a.m.

• “Existing General Mandate”

• : the general mandate granted at the AGM to the Directors by the Shareholders to issue, allot and deal with up to 5,758,905,938 shares of HK$0.01 each before the Share Consolidation (equivalent to 575,890,593 Shares), representing 20% of the issued share capital of the Company as at 13 May 2011, being the date of the AGM

• “Group”

• : the Company and its subsidiaries

• “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

• “Independent Board Committee” : comprises all independent non-executive Directors, namely Prof. WEI Xin, Dr. WONG Yau Kar, David, JP and Mr. YUEN Kin to advise the Independent Shareholders in respect of the refreshment of Existing General Mandate

1

DEFINITIONS

• “Independent Financial Adviser” : Tanrich Capital Limited, a licensed corporation under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) to carry on type 1 (dealing in securities) and type 6 (advising on corporate fi nance) regulated activities and the independent fi nancial adviser to the Independent Board Committee and Independent Shareholders in relation to the refreshment of Existing General Mandate

• “Independent Shareholder(s)” : any Shareholders other than the controlling Shareholders and their respective associates or, if there is no controlling Shareholder, the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates

• “Latest Practicable Date” : 18 January 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular

• “Listing Rules” : the Rules Governing the Listing of Securities on the Stock Exchange

• “Refreshment of Existing : the general mandate proposed to be granted to the Directors at General mandate” the EGM to allot, issued and otherwise deal with new Shares not exceeding 20% of the aggregate of the nominal value of the issued share capital of the Company on the date of the passing of the relevant ordinary resolution

• “SFO” : Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

• “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. The Share Consolidation became effective on 16 May 2011

• “Share(s)” : ordinary shares(s) of HK$0.10 each in the share capital of the Company

• “Shareholder(s)” : holder(s) of the Share(s) “Stock Exchange” : The Stock Exchange of Hong Kong Limited “%” : per cent

In the event of any inconsistency, the English text of this circular shall prevail over the Chinese text.

2

LETTER FROM THE BOARD

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MEDIA CHINA CORPORATION LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 419)

Mr. YUEN Hoi Po[1] (Chairman) Mr. Hugo SHONG[2] (Vice Chairman) Mr. ZHANG Changsheng[1] Mr. WANG Hong[1] Mr. Edward TIAN Suning[2] Prof. WEI Xin[3] Dr. WONG Yau Kar, David, JP[3] Mr. YUEN Kin[3]

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

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

1 Executive Director

2 Non-executive Director

3 Independent non-executive Director

20 January 2012

To the Shareholders

Dear Sir or Madam,

REFRESHMENT OF EXISTING GENERAL MANDATE INCREASE IN AUTHORISED SHARE CAPITAL AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purposes of this circular are to (i) provide you with the information relating to the refreshment of Existing General Mandate and the increase in authorized share capital; (ii) set out the recommendation from the Independent Board Committee to the Independent Shareholders in relation to the refreshment of Existing General Mandate; (iii) set out the recommendation from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the refreshment of Existing General Mandate; and (iv) provide the Shareholders with the notice of EGM, at which ordinary resolutions will be proposed to consider and, if thought fi t, approve the refreshment of Existing General Mandate and the increase in authorized share capital.

3

LETTER FROM THE BOARD

Background of the refreshment of Existing General mandate

At the AGM, the Shareholders passed ordinary resolution in approving, among other things, the Existing General Mandate to issue, allot and deal with not more than 5,758,905,938 shares of HK$0.01 each of the Company before the Share Consolidation (equivalent to 575,890,593 Shares), being 20% of the entire issued share capital of the Company of 28,794,529,691 shares of HK$0.01 each of the Company before Share Consolidation (equivalent to 2,879,452,969 Shares) as at the date of the AGM.

As set out in the announcement of the Company dated 6 May 2011 (the “ Rights Issue Announcement ”) and terms used herein have the same meanings as those defi ned in the Rights Issue Announcement, the Company proposed to raise not less than approximately HK$259,150,767 and not more than approximately HK$275,346,098 before expenses by way of the Rights Issue of not less than 1,439,726,484 and not more than 1,529,700,547 Right Shares at a Subscription Price of HK$0.18 per Rights Share on the basis of one Rights Share for two Consolidated Shares held on the Record Date.

The Subscription Price represented a discount of approximately 18.18% to the theoretical ex-right price of HK$0.22 based on the adjusted closing price of HK$0.24 per Consolidated Share (assuming the Share Consolidation becoming effective) as quoted on the Stock Exchange on the Last Trading Date.

As set out in the prospectus and the announcement of the Company dated 24 May 2011 (the “ Prospectus ”) and 17 June 2011 (the “ Rights Issue Results Announcement ”) respectively, and the terms used herein have the same meanings as those defi ned in the Prospectus and the Rights Issue Results Announcement, 1,439,726,484 Shares were issued as a result of the Rights Issue. As stated in the Prospectus, the net proceeds from the Rights Issue were approximately 259 million and the Directors intended to apply them to fi nance the very substantial acquisition announced by the Company on 22 February 2011. As confi rmed by the Company, the Company has used the whole of the net proceeds from the Rights Issue to fi nance the very substantial acquisition announced by the Company on 22 February 2011.

The shareholding structure immediately before and after completion of the Rights Issue is set out below:

Mr. YUEN Hoi Po_(Note)_ Underwriter Other Shareholders Total	Immediately before completion of the Rights Issue Number of Shares Approximate (%) 625,075,000 21.71 0 0.00 2,254,377,969 78.29 2,879,452,969 100.00	Immediately after completion of the Rights Issue Number of Shares Approximate (%) 798,150,000 18.48 827,435,214 19.16 2,693,594,239 62.36 4,319,179,453 100.00

Note: Mr. YUEN Hoi Po is deemed to be interested in 798,150,000 Shares held by his wholly owned corporations namely, Ming Bang Limited and Rich Public Limited, by virtue of Part XV of the SFO. Mr. YUEN Hoi Po is the Chairman and an Executive Director of the Company.

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LETTER FROM THE BOARD

As illustrated by the table above, the shareholding of existing shareholders decreased from approximately 78.29% before completion of the Rights Issue to approximately 62.36% after completion of the Rights Issue, which represented a dilution in shareholding of existing public Shareholders of approximately 15.93%.

As set out in the announcement of the Company dated 19 December 2011 (the “ Placing Announcement ”) and the terms used herein have the same meanings as those defi ned in the Placing Announcement, the Company has entered into a Warrant Placing Agreement with SinoPac Securities (Asia) Limited, the Placing Agent, on 19 December 2011, pursuant to which the Company has appointed the Placing Agent as the sole and exclusive placing agent to procure not less than six Placees to subscribe for 550,000,000 Warrants (the “ Placing ”), on best efforts basis, at the Issue Price of HK$0.005 per Warrant. Each Warrant carries the right to subscribe for one Warrant Share at the Exercise Price of HK$0.10 per Warrant Share.

The Exercise Price of HK$0.10 represented a premium of approximately 28.21% to the closing price of HK$0.078 per Share as quoted on the Stock Exchange on the Last Trading Day.

As at the date of the Placing Announcement, the Company has a total of 4,519,179,453 Shares in issue. Assuming there is no further issue or repurchase of the Shares, upon the full exercise of the subscription rights attaching to the Warrants, 550,000,000 Warrant Shares will be issued, which represent approximately 12.17% of the existing issued share capital of the Company and approximately 10.85% of the issued share capital as enlarged by the issue of the Warrant Shares. The shareholding structure of the Company (i) as at the date of the Placing Announcement and (ii) immediately after the full exercise of the subscription rights attaching to the Warrants (assuming that there will be no further changes in the issued share capital of the Company prior to such exercise) are as below:

Sun Hung Kai Investment Services Limited_(Note 1) YUEN Hoi Po(Note 2) _Public Placees Other Public Shareholders TOTAL	As at the date of the Placing Announcement Shares % 827,435,214 18.31 798,150,000 17.66 – – 2,893,594,239 64.03 4,519,179,453 100.00	Immediately after the full exercise of the subscription rights attaching to the Warrants Shares % 827,435,214 16.32 798,150,000 15.75 550,000,000 10.85 2,893,594,239 57.08 5,069,179,453 100.00	Immediately after the full exercise of the subscription rights attaching to the Warrants Shares % 827,435,214 16.32 798,150,000 15.75 550,000,000 10.85 2,893,594,239 57.08 5,069,179,453 100.00
			100.00

5

LETTER FROM THE BOARD

Note:

1. Sun Hung Kai Investment Services Limited is a wholly-owned subsidiary of Sun Hung Kai Securities Limited, a wholly-owned subsidiary of Sun Hung Kai & Co. Limited, which in turn is a non wholly-owned subsidiary of Allied Properties (H.K.) Limited. Allied Properties (H.K.) Limited is a non wholly-owned subsidiary of Allied Group Limited in which Mr. LEE Seng Hui, Ms. LEE Su Hwei and Mr. LEE Seng Huang are the trustees of the Lee and Lee Trust, having 54.24% interest in Allied Group Limited as at 20 June 2011. Accordingly, they are deemed to have the same long position as Sun Hung Kai Investment Services Limited.

2. Mr. YUEN Hoi Po is deemed to be interested in 798,150,000 Shares held by his wholly owned corporations namely, Ming Bang Limited and Rich Public Limited, by virtue of Part XV of the Securities and Futures Ordinance. Mr. YUEN Hoi Po is the Chairman and an Executive Director of the Company.

The table above illustrated that the shareholding of existing Shareholders as at the date of the Placing Announcement, would decrease from approximately 64.03% as at the date of the Placing Announcement to approximately 57.08% upon full exercise of the subscription rights attaching to the Warrants. The Placing was completed on 6 January 2012, in accordance with the announcement of the Company dated 6 January 2012. No warrants has been converted by the Placees as at the Latest Practicable Date. The Company has deposited into the bank the net proceeds (after deducting relevant expenses) of approximately HK$2.25 million from placing of the Warrants as general working capital.

Upon the completion of the Rights issue and subsequent allotment in July 2011, the number of issued share capital of the Company is in aggregate of 4,519,179,453 Shares. From the date of the granting the Existing General Mandate to the Latest Practicable Date, the Existing General Mandate had been utilized up to approximately 95.5% upon the placing of the Warrants. As such, the Company would refresh the Existing General Mandate as a result of the enlarged number of issued share capital after the completion of the Rights Issue and subsequent allotment in July 2011.

Reasons for the Refreshment of Existing General Mandate

The principal activities of the Company is investment holding. The Group is principally engaged in (i) advertising business; (ii) content production business; (iii) properties investment through a jointly controlled entity; and (iv) the provision of recreational and tourism services.

Since the granting of the Existing General Mandate at the AGM, there has been no refreshment of Existing General Mandate. The Directors consider that there are possibilities that the Group would identify suitable investment opportunities before the next annual general meeting which may require for equity fi nancing and the issue of additional Shares exceeding the amount as allowed under the Existing General Mandate. The Directors are trying to identify possible investment opportunities for the Company which may arise from time to time. However, due to the volatile market condition and the Group has formerly decided to diversify its business portfolio by stepping into the culture and tourism business by acquiring the Bayhood No.9 Club, the Company has not identifi ed and fi nalized any new investment opportunity as at the Latest Practicable Date.

6

LETTER FROM THE BOARD

The Directors has taken into consideration the followings in proposing the refreshment of Existing General Mandate:

• (i) As set out in the unaudited interim report of the Company for the six months ended 30 June 2011, the cash and cash equivalents of the Group was approximately HK$471.1 million as at 30 June 2011. The gearing ratio of the Company (represented by total borrowings to total equity) as at 30 June 2011 was nil. Though the Group had nil borrowings as at 30 June 2011, the revenue and profi t of the Group for the six months ended 30 June 2011 both decreased by approximately 50%, compared with the same period in 2010. The Directors are of the view that the current decreasing trend in revenue and profi t of the Group may raise the concern from the bank fi nanciers and it is expected that the debt fi nancing is likely to be subject to prolonged negotiation and due diligence process and there is uncertainty for the Group to obtain a favorable interest rate under the current market condition.

• (ii) If the Existing General Mandate has not been refreshed, only 25,890,593 new Shares can be issued, allotted and dealt with by the Directors under the Existing General Mandate, representing approximately 4.5% of the Existing General Mandate. Given that the next annual general meeting will not be held until June 2012, which is about fi ve months away from the Latest Practicable Date, the Directors are of the view that there may be insuffi cient new Shares which could be further issued and allotted under the Existing General Mandate in the event that the Company has identifi ed any potential investment within the next 5 months from the Latest Practicable Date. In virtue of the current volatile market condition, it is uncertain whether the Company is capable to raise fund by way of issuing new Shares even with the availability of Issue Mandate. As such, in order to make sure the Company could carry fund raising activities when appropriate and if necessary, the Directors therefore proposed to seek approval of the Independent Shareholders for the refreshment of Existing General Mandate such that the Directors could be granted an authority to issue, allot and deal with new Shares not exceeding 20% of the issued share capital of the Company as at the date of the EGM.

• (iii) The estimated net proceeds raised from the placing of Warrants will be approximately HK$2.25 million (after deducting the relevant expenses), only generate minimal contributions to the Group’s future funding needs and will be treated as general working capital of the Group. The additional proceeds from the issue of the Warrant Shares upon the exercise of the subscription rights attaching to the Warrants in future up to maximum amount of approximately HK$55 million will be applied as general working capital. However, the Directors are of the view that there is uncertainty in relation to the extent of exercise of subscription rights attaching to the Warrants by the Placees and thus the additional amount of proceeds to be raised from the exercise of subscription rights.

7

LETTER FROM THE BOARD

• (iv) The Directors are of the view that though the Company has no immediate funding needs for the Group and has not contemplated any fund raising exercise as at the Latest Practicable Date, it is benefi cial for the Company to provide fl exibility for raising funds. In view of the possible future funding of the Group for future development as the Group continuously identify possible investment opportunities as and which may arise from time to time, the Board considers that equity fi nancing to be an important avenue of resources to the Group since equity fi nancing does not create any interest paying obligations on the Group and is relatively less time consuming.

Taking the above into consideration, the Directors opine that the refreshment of Existing General Mandate provides a fl exible means of fi nancing to the Group. It is also crucial and consistent with the Group’s objective to maintain a prudent treasury management objective while provide fl exibility for the Company to raise funds for possible future investment opportunities and/or satisfy future funding requirements.

The Directors have also considered placing under general mandate is preferable as compared to other pre-emptive means of equity fi nancing such as rights issue or open offer after taking into account of (i) the feasibility of fund raising by way of rights issue and/or open offer; and (ii) the time required for open offer, rights issue and placement. Although (i) the Company completed one rights issue and one open offer in 2009 and 2011 with the underwritten commission of 2.25% and 3% respectively, which is close to the market commission rate payable for placing under general mandate; and (ii) time required to complete placing and open offer without shareholder approval may be more or less the same, it is uncertain as to whether the Shareholders are willing to subscribe for rights issue and Shares by way of open offer in view of the gloomy equity market condition. Placing under general mandate may be an alternative mean to attract new investors after assessing the future prospect of the Company.

The Directors will in any event exercise due and careful consideration when choosing the best method of fi nancing for the Group. Given that (i) the Group may miss any funding opportunities if it cannot respond promptly to market conditions; and (ii) the refreshment of Existing General Mandate will provide the Group with an additional alternative and the fl exibility in deciding the best fi nancing method for its future business development, the Directors consider that the refreshment of Existing General Mandate is in the best interests of the Company and the Shareholders as a whole. Although the Directors have no concrete plan for exercising the refreshment of Existing General Mandate to issue and allot Shares at the moment, the Board believes that the refreshment of Existing General Mandate is in the interests of the Company and the Shareholders as a whole by virtue of maintaining the fi nancial fl exibility for the Group’s future business development and opportunities of funding which may be urgent and may arise at any time.

8

LETTER FROM THE BOARD

Fund raising activities of the Company in the past twelve months

Set out below is the fund raising activities conducted by the Company in the past twelve months prior to the Latest Practicable Date:

Date of Intended use of Actual use of Announcement Event Net Proceeds Proceeds Proceeds 6 May 2011 Proposed Not less than — To fi nance the right issue of approximately very substantial not less than HK$259,150,767 acquisition as 1,439,726,484 and not more than announced by the and no more than approximately Company on 22 1,529,700,547 HK$ 275,346,098 February 2011. rights share by way of the for every two right issue of the consolidated Company shares 19 December 2011 Placing of Not less than To be applied Not yet utilized 550,000,000 HK$2.25 million. for the working warrants Additional capital and future proceeds of development HK$55 million funds of the upon the Company exercise of the subscription rights attaching to the warrants

Save and except for the above, the Company had not conducted any other fund raising activities in the past twelve months immediately prior to the Latest Practicable Date.

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LETTER FROM THE BOARD

Potential dilution to shareholding of the existing public Shareholders

Table below sets out the shareholding structure of the Company (i) as at the Latest Practicable Date; for illustrative purpose, (ii) upon full utilization of the refreshment of Existing General Mandate (assuming no other Shares are issued or repurchased by the Company); and (iii) upon full utilization of the refreshment of Existing General Mandate, assuming the subscription rights attaching to the Warrants are exercised in full before the date of the EGM (assuming no other Shares are issued or repurchased by the Company).

Sun Hung Kai Investment Services Limited_(Note 1) Mr. YUEN Hoi Po(Note 2) _Public Placees for the subscription of the rights attaching to the warrants Other public Shareholder Shares to be issued under the Refreshment of Exiting General Mandate Total	Shareholdings in the Company as at the Latest Practicable date Number of Shares % 827,435,214 18.31 798,150,000 17.66 – – 2,893,594,239 64.03 – – 4,519,179,453 100.00	Shareholdings in the Company upon full utilization of the refreshment of Existing General Mandate (assuming no other Shares are issued or repurchased by the Company) Shareholdings in the Company upon full utilization of the refreshment of Existing General Mandate, assuming the subscription rights attaching to the warrants are exercised in full before the date of the EGM (assuming no other Shares are issued or repurchased by the Company) Number of Shares % Number of Shares % 827,435,214 15.26 827,435,214 13.60 798,150,000 14.72 798,150,000 13.12 – – 550,000,000 9.04 2,893,594,239 53.35 2,893,594,239 47.57 903,835,890 16.67 1,013,835,890 16.67 5,423,015,343 100.00 6,083,015,343 100.00

Note:

1. Sun Hung Kai Investment Services Limited is a wholly-owned subsidiary of Sun Hung Kai Securities Limited, a wholly-owned subsidiary of Sun Hung Kai & Co. Limited, which in turn is a non wholly-owned subsidiary of Allied Properties (H.K.) Limited. Allied Properties (H.K.) Limited is a non wholly-owned subsidiary of Allied Group Limited in which Mr. LEE Seng Hui, Ms. LEE Su Hwei and Mr. LEE Seng Huang are the trustees of the Lee and Lee Trust, having 54.24% interest in Allied Group Limited as at 20 June 2011. Accordingly, they are deemed to have the same long position as Sun Hung Kai Investment Services Limited.

2. Mr. YUEN Hoi Po is deemed to be interested in 798,150,000 Shares held by his wholly owned corporations namely, Ming Bang Limited and Rich Public Limited, by virtue of Part XV of the SFO. Mr. YUEN Hoi Po is the Chairman and an Executive Director of the Company.

10

LETTER FROM THE BOARD

The table above illustrates that the shareholdings of the existing other shareholders would decrease from approximately 64.03% as at the Latest Practicable Date to approximately 47.56% upon full utilization of the refreshment of Existing General Mandate, assuming the subscription rights attaching to the Warrants are exercised in full before the date of the EGM (assuming no other Shares are issued or repurchased by the Company). The potential dilution to the shareholdings of the existing public Shareholders was approximately 16.47%.

GENERAL

As at the Latest Practicable Date, the issued share capital of the Company consists of 4,519,179,453 Shares. An ordinary resolution will be proposed to the Independent Shareholders to approve the granting of the refreshment of Existing General Mandate to authorize the Directors to issue, allot and deal with up to 903,835,890 new Shares, being the number of Shares not exceeding 20% of the issued share capital of the Company as at the date of the EGM for passing such resolution, assuming that no Shares would be issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the EGM. The Company has no present intention of issuing any part of the increased authorized share capital as at the Latest Practicable Date.

The refreshment of Existing General Mandate will, if granted at the EGM, remain effective until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held in accordance with the laws of the Cayman Islands; and (iii) its revocation or variation by ordinary resolution of the Shareholders in general meeting.

The Directors consider that in the event that the share price of the Company approaches and remains close to the extremities under Rule 13.64 of the Listing Rules, the Company will change the trading method of Shares by third quarter of 2012.

The Independent Board Committee, comprising Prof. WEI Xin, Dr. WONG Yau Kar, David, JP and Mr. YUEN Kin, all being the independent non-executive Directors, has been formed to advise the Independent Shareholders on the proposed refreshment of Existing General Mandate. Tanrich Capital Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard. The text of the letter from the Independent Board Committee is set out on page 14 of this circular and the letter from the Independent Financial Adviser containing its advice is set out from pages 15 to 25 of this circular.

Pursuant to Rules 13.36(4) of the Listing Rules, the refreshment of Existing General Mandate requires the approval of the Independent Shareholders at the EGM taken on a vote by way of poll at which any controlling Shareholders and their associates or, where there is no controlling Shareholder, the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favor of the relevant resolution to be proposed for the approval of the refreshment of Existing General Mandate.

11

LETTER FROM THE BOARD

As at the Latest Practicable Date, there was no controlling Shareholder. Mr. YUEN Hoi Po, Mr. Edward TIAN Suning and Mr. WANG Hong, the Directors, and their associates held 798,150,000, 387,733,233 and 230,000 Shares, representing approximately 17.66 %, 8.58% and 0.01% respectively of the total issued share capital of the Company. Save as disclosed, none of the executive Directors and the chief executive of the Company and their respective associates hold any Shares. Since there is no controlling Shareholder, the executive Directors (including Mr. YUEN Hoi Po, Mr. ZHANG Changsheng and Mr. WANG Hong), the non-executive Directors (including Mr. Hugo SHONG and Mr. Edward TIAN Suning) and the chief executive of the Company and their respective associates (to the extent they hold any Shares at the time of the EGM) are required to abstain from voting in favour of the ordinary resolution to approve the refreshment of Existing General Mandate at the EGM. As of the date hereof, Mr. YUEN Hoi Po, Mr. Edward TIAN Suning and Mr. WANG Hong and their respective associates have indicated that they have no intention to vote against the ordinary resolution to approve the refreshment of Existing General Mandate at the EGM.

INCREASE IN AUTHORISED SHARE CAPITAL

As at the Latest Practicable Date, the current authorized share capital of the Company is HK$602,407,600 divided into 6,000,000,000 ordinary shares of HK$0.1 each and 240,760,000 preference shares of HK$0.01 each, of which 4,519,179,453 Shares have been allotted, issued and fully paid.

In order to provide the Company with greater fl exibility to allot and issue Shares in the future as and when necessary, the Board proposes to increase the authorized share capital of the Company to HK$3,002,407,600 divided into 30,000,000,000 ordinary shares of HK$0.1 each and 240,760,000 preference shares of HK$0.01 each. The proposed increase in the authorized share capital of the Company is subject to and conditional upon the passing of an ordinary resolution by the Shareholders at the EGM.

THE EGM

A notice for convening the EGM is set out from pages 26 to 28 of this circular. The EGM will be convened for the purpose of considering and, if thought fi t, passing the ordinary resolutions to approve the refreshment of Existing General Mandate and the increase in authorized share capital. 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 form of proxy to the Company’s share registrar in Hong Kong, Tricor Tengis Limited of 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM. Completion and return of the form of proxy shall not preclude you from attending and voting at the EGM (or any adjourned meeting thereof) should you so wish. The voting at the EGM will be taken by way of poll. An announcement will be made by the Company following the conclusion of the EGM to inform you of its results.

12

LETTER FROM THE BOARD

RECOMMENDATION

Your attention is drawn to the letter from the Independent Financial Adviser set out from pages 15 to 25 of this circular which contains its advice to the Independent Board Committee and the Independent Shareholders in connection with the refreshment of Existing General Mandate and the principal factors and reasons it has taken into account in arriving at its recommendation.

The Independent Board Committee, having taken into account the advice of the Independent Financial Adviser, considers that the refreshment of Existing General Mandate is in the interests of the Company and the Shareholders as a whole and the terms of the refreshment of Existing General Mandate are fair and reasonable so far as the Independent Shareholders are concerned, and accordingly recommends the Independent Shareholders to vote in favor of the relevant ordinary resolution to be proposed at the EGM for approving the refreshment of Existing General Mandate. The full text of the letter from the Independent Board Committee is set out on page 14 of this circular.

The Directors consider that the refreshment of Existing General Mandate is in the interests of the Company and the Shareholders as a whole and the terms of the refreshment of Existing General Mandate are fair and reasonable so far as the Independent Shareholders are concerned. Accordingly, the Directors recommend the Shareholders and Independent Shareholders to vote in favor of the relevant ordinary resolutions to be proposed at the EGM to approve the refreshment of Existing General Mandate and the increase in authorized share capital.

RESPONSIBILITY STATEMENT

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

Yours faithfully,

For and on behalf of the Board of

Media China Corporation Limited YUEN Hoi Po

Chairman

13

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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MEDIA CHINA CORPORATION LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 419)

20 January 2012

To the Independent Shareholders

Dear Sirs / Madam,

REFRESHMENT OF EXISTING GENERAL MANDATE

We refer to the circular of the Company dated 20 January 2012 (the “ Circular ”) of which this letter forms part. Unless the context requires otherwise, capitalized terms used herein shall have the same meanings as defi ned in the Circular.

We have been appointed by the Board to advise the Independent Shareholders as to whether the refreshment of Existing General Mandate is in the interests of the Company and the Shareholders as a whole and whether the terms of the refreshment of Existing General Mandate are fair and reasonable so far as the Independent Shareholders are concerned.

Having considered the principal reasons and factors considered by, and the advice of the Independent Financial Adviser as set out in its letter of advice from pages 15 to 25 of the Circular, we are of the opinion that the refreshment of Existing General Mandate is in the interests of the Company and the Shareholders as a whole and the terms of the refreshment of Existing General Mandate are fair and reasonable so far as the Independent Shareholders are concerned. Accordingly, we recommend the Independent Shareholders to vote in favor of the ordinary resolution to be proposed at the EGM to approve the refreshment of the Existing General Mandate.

Yours faithfully

For and on behalf of the Independent Board Committee

Prof. WEI Xin

Dr. WONG Yau Kar, David, JP

Mr. YUEN Kin

Independent non-executive Directors

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the full text of a letter of advice from Tanrich Capital Limited, the Independent Financial Adviser to the Independent Board Committee and Independent Shareholders regarding the refreshment of Existing General Mandate, for the purpose of incorporation into this circular.

Tanrich Capital Limited 16/F, Central Plaza 18 Harbour Road Wanchai, Hong Kong

20 January 2012

To the independent board committee and the independent shareholders of Media China Corporation Limited

Dear Sirs / Madam,

REFRESHMENT OF EXISTING GENERAL MANDATE

INTRODUCTION

We refer to our appointment to advise the Independent Board Committee and the Independent Shareholders in respect of the fairness and the reasonableness of the proposed refreshment of Existing General Mandate, details of which are set out in the circular to the Shareholders dated 20 January 2012 (the “ Circular ”), of which this letter forms part. Terms used in this letter have the same meanings as defi ned in the Circular unless the context requires otherwise.

Pursuant to Rule 13.36(4)(a) of the Listing Rules, the refreshment of Existing General Mandate before the next AGM is subject to the approval of the Independent Shareholders at the EGM. As the Company has no controlling shareholders as at the Latest Practicable Date, the Directors (other than the independent non-executive Directors) and the chief executive of the Company, and their respective associates are required to abstain from voting in favour of the proposed resolution to approve the refreshment of Existing General Mandate at the EGM.

The Independent Board Committee comprising Professor Wei Xin, Dr. Wong Yau Kar David JP and Mr. Yuen Kin, all being independent non-executive Directors, has been established to advise the Independent Shareholders to the refreshment of Existing General Mandate. We have been appointed as the Independent Financial Adviser to the Independent Board Committee and Independent Shareholders as to whether the refreshment of Existing General Mandate is in the interests of the Company and the Independent Shareholders as a whole and are fair and reasonable so far as the Independent Shareholders are concerned.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

BASIS OF OUR OPINION

In formulating our opinion and advice, we have relied upon the accuracy of the information and representations contained in the Circular and information provided to us by the Company, the Directors and the management. We have assumed that all statements, information and representations made or referred to in the Circular and all information and representations which have been provided by the Company, the Directors and the management, for which they are solely and wholly responsible, were true at the time when they were made and continue to be true as at the date of the EGM. We have also assumed that all statements of belief, opinion and intention made by the Directors in the Circular were reasonably made after due and careful enquiry and were based on honestly-held opinions.

The Directors have collectively and individually accepted full responsibility for the accuracy of the information contained in the Circular and have confi rmed, having made all reasonable enquires, which to the best of their knowledge and belief, there are no other facts the omission of which would make any statements in the Circular misleading. We have no reason to believe that any information and representations relied on by us in forming our opinion is untrue, inaccurate or misleading, nor are we aware of any material facts the omission of which would render the information provided and the representations made to us untrue, inaccurate or misleading. We have not, however, conducted any independent in-depth investigation into the business affairs, fi nancial position or future prospects of the Group, nor have we carried out any independent verifi cation of the information provided by the Directors and management of the Company.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion and our recommendation with regard to the refreshment of Existing General Mandate, we have taken into account the following principal factors and reasons:

1. Background

As at the AGM, Shareholders approved, among other things, a resolution to grant to the Directors the Existing General Mandate to allot, issue and deal not more than 5,758,905,938 shares of HK$0.01 each (equivalent to 575,890,593 Shares after the Share Consolidation as detailed in the Circular dated 20 April 2011), representing 20% of the entire issued share capital of the Company as at the date of passing of such resolution. The Company has not refreshed the Existing General Mandate since the AGM and the Company expects to hold the next annual general meeting in June 2012.

As set out in the prospectus of the Company dated 24 May 2011 and the announcement of the Company dated 17 June 2011 regarding the rights issue (the “ Rights Issue ”), 1,439,726,484 consolidated new shares of HK$0.10 each (the “ Rights Share ”) were issued at HK$0.18 per Rights Share (the “ Subscription Price ”) on the basis of one Rights Share for two consolidated Share after the completion of the Rights Issue on 13 June 2011, raising approximately HK$259 million fund. The net proceed of approximately HK$251 million is intended to fi nance the very substantial acquisition as announced by the Company on 22 February 2011. As stated in the Letter from the Board (the “ Board Letter ”), the Company confi rmed that the entire net proceed was fully utilized as intended. The Subscription Price represented a discount of approximately 18.18% to the theoretical ex-right price of HK$0.22 on the adjusted closing

16

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

price of HK$0.24 per consolidated Share (assuming the share consolidation becoming effective) as quoted on the Stock Exchange on the last trading date. As set out in the Board Letter, the shareholding of existing shareholders decreased from approximately 78.29% before completion of the Rights Issue to approximately 62.36% after completion of the Rights Issue, which represented a dilution in shareholding of existing public Shareholders of approximately 15.93 per cent points.

Following the Rights Issue, the fi rst consideration shares issuance of 200,000,000 new Shares (the “ First Consideration Shares ”) in relation to a very substantial acquisition (as detailed in the announcement dated 22 February 2011 and circular dated 17 June 2011 in relation to acquire the rights to manage and operate the Bayhood No.9 Club).

As set out in the announcement dated 19 December 2011 (the “ Placing Announcement ”) and the Board Letter, a warrant placing agreement was entered into between the Company and placing agent, SinoPac Securities (Asia) Limited, which procures to place 550,000,000 warrants, representing 12.17% of the existing issued share capital of the Company as at the Latest Practicable Date, to no less than six placees at the issue price of HK$0.005 per warrant (the “ Warrant Placing ”) and each warrant carries the right to subscribe for one warrant Share at the exercise price of HK$0.10 per warrant Share (the “ Exercise Price ”). The Warrant Placing raised HK$2.75 million and is intended to apply for the working capital and future development fund of the Company. The net proceed of HK$2.25 million from the Warrant Placing will be used as general working capital. Save as disclosed in the Board Letter, the entire net proceed from the Warrant Placing has not yet utilized and will be used as intended. Any additional proceeds from the issue of Shares upon the exercise of the subscription rights attaching to the warrants up to a maximum of approximately HK$55 million will be applied as general working capital and as funds for future development of the Group. The Exercise Price of HK$0.10 represented a premium of approximately 28.21% to the closing price of HK$0.078 per Share as quoted on the Stock Exchange on the last trading day. As set out in the Board Letter, the shareholding of existing Shareholders as at the date of the Placing Announcement would decrease from approximately 64.03% as at the date of the Placing Announcement to approximately 57.08% upon full exercise of the subscription rights attaching to the Warrants. The Warrant Placing was completed on 6 January 2012, in accordance with the announcement of the Company dated 6 January 2012. No warrant has been converted by the Placees as at the Latest Practicable Date. The Company has deposited into the bank the net proceeds of (after deducting relevant expenses) of approximately HK$2.25 million from placing of the Warrants as general working capital.

Following the Rights Issue and the First Consideration Shares, the capital base of the Company has been substantially changed. Since the Shares to be issued for the Warrant (upon exercising the subscription rights) will be issued under the Existing General Mandate, the Existing General Mandate has been utilized as to 550,000,000 new Shares of the Company, representing approximately 95.5% of the Existing General Mandate, upon the placing of the warrants. Upon the completion of the Rights Issue, the First Consideration Shares and the subsequent allotment of the Shares attaching to the Warrant (if exercise), the number of issued share capital of the Company is in aggregate of 5,069,179,453 Shares.

17

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

If the Issue Mandate is not granted, only 25,890,594 new Shares may be further allotted and issued by the Directors under the Existing General Mandate. Given that (1) the Existing General Mandate has been largely utilized as a result of the Warrant and (2) the consideration to maintain the fi nancial fl exibility necessary for the Group’s future business development, the Board therefore proposes an ordinary resolution to the Independent Shareholders in accordance with the Listing Rules for the refreshment of the Existing General Mandate at the EGM, by which if passed, will allow the Directors to exercise the powers of the Company to allot, issue and deal securities not exceeding 20% of the issued share capital of the Company as at the date of the EGM.

Based on the total number of 4,519,179,453 Shares in issue as at the Latest Practicable Date and assuming that no further Shares are issued and/or repurchased by the Company from the Latest Practicable Date to the date of the EGM (both dates inclusive), it is anticipated that the Directors will be granted the power to allot issue and deal no more than 903,835,890 Shares, representing 20% of the issued share capital of the Company as at the date of EGM, under the refreshment of Existing General Mandate if it is approved by the Independent Shareholders at the EGM.

The refreshment of Existing General Mandate will, if granted at the EGM, remain effective until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held in accordance with the Articles of Association of the Company, or any other applicable laws of the Cayman Islands; and (iii) its revocation or variation by ordinary resolution(s) of the Shareholders in general meeting.

18

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

2. Equity fund raising activities of the Company in the past twelve months

The following are the fund raising activities of the Company during the past 12 months immediately preceding the Latest Practicable Date:

Date of Fund raising Net proceeds Intended use of Actual use announcement activity raised proceeds of proceeds 6 May 2011 Proposed rights Approximately For fi nancing the Fully utilized as Issue of not less HK$251 million very substantial intended than 1,439,726,484 acquisition as and not more than announced by the 1,529,700,547 right Company on 22 shares for every February 2011 two consolidated Shares of HK$0.10 at subscription price of HK$0.18 per rights share 19 December 2011 Placing of 550,000,000 Approximately Proceeds from The net proceeds warrants at issue price HK$2.25 million; placing warrants HK$2.25 million of HK$0.005 per will be applied for from placing warrant and at exercise Additional general working warrants has price of HK$0.10 per proceeds of HK$55 capital; deposited into the warrant share million upon bank as general exercising the Additional working capital subscription rights proceeds upon as intended; attaching to the exercising the warrants subscription The net proceeds rights: for general upon exercising working capital the subscription and as funds for rights attaching future development to the warrants of the Group will be used as intended

19

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As advised by the Directors and save as disclosed above, the Company did not raise any other funds by issue of equity securities during the 12 months immediately preceding the Latest Practicable Date. The Board confi rms that there is no current plan or negotiation of any fund raising exercise for the Group as at the Latest Practicable Date.

As mentioned in the Board Letter and the section “Background” of this letter,

• (i) a discount of 18.18% and a premium of 28.21% to the respective closing Share price as quoted on the Stock Exchange on the last trading day were recorded for the Rights Issue and Warrant Placing, respectively. According to the Directors, the subscription price of the Right Issue and the exercise price of the Warrant were determined with lengthy discussion and consideration of the prevailing market conditions.;

• (ii) the shareholding of existing shareholders (i) decreased from approximately 78.29% to 62.36% upon the completion of the Rights Issue and (ii) would decrease from approximately 64.03% to 57.08% upon full exercise of the subscription rights attaching to the warrants. According to the announcement of the Company dated 6 January 2012, the Warrants Placing was completed on 6 January 2012 and no warrants has been converted by the placees as at the Latest Practicable Date. Save as the dilution of shareholding of existing shareholders in the Rights Issue, (i) the Group’s capital base has been strengthened and (ii) the fund raised was fully utilized for business development in relation to the very substantial acquisition as announced on 22 February 2011.

• (iii) an aggregate of approximately HK$253 million net proceeds, of which HK$251 million from Rights Issue and HK$2.25 million from Warrants Placing, were raised. As mentioned in the Board Letter and the abovementioned, the entire net proceeds raised from the Rights Issue has already been fully utilized to fi nance the consideration of the very substantial acquisition as announced on 22 February 2011 as intended. The net proceeds of approximately HK$2.25 million raised from the Warrant Placing will be treated as general working capital of the Group. The additional proceeds from the issue of the warrants Shares upon the exercise of the subscription rights attaching to the warrants in future up to maximum amount of HK$55 million will be applied as general working capital. However, the Directors consider that there is uncertainty in relation to the extent of exercise of subscription rights attaching to the warrants by the placees and thus the additional amount of proceeds to be raised from the exercise of subscription rights.

Having considered (i) the subscription price of the Rights Issue and the exercise price of the Warrant were determined with lengthy discussion and consideration of the prevailing market condition; (ii) the dilution effect to existing Shareholders of the Company; and (iii) the amount and the use of net proceeds raised from two fund raising exercises of the Company in the last 12 months, we therefore consider that the refreshment of the Existing General Mandate is fair and in the interests of the Company and the Shareholders as a whole.

20

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

3. Reasons for the refreshment of Existing General Mandate

As stated in the Board Letter, the Directors consider that it is to the advantage of the Group to have the fl exibility in raising additional funds and to have an additional option of fi nancing to facilitate future investments and acquisitions given the dynamic market conditions. The Directors believe that the refreshment of the Existing General Mandate will provide the Group with maximum fl exibility as allowed under the Listing Rules to allot, issue and deal securities for cash or as consideration in acquisitions as and when the Directors think appropriate.

3.1 Business of the Group

The Group is principally engaged in the businesses of television advertising, content production, property investment and provision of tourism and recreational services in the People’s Republic of China.

Originally, the Group was principally engaged in the television advertising and content production. According to the Company’s annual report 2010 (the “ AR2010 ”), during the fi nancial year ended 31 December 2010, the Company restructured its Board and adjusted the overall strategy of the Group. The Group decided to diversify its business portfolio by stepping into the culture and tourism business. In February 2011, the Group proposed to acquire the Bayhood No.9 Club, a membership-based luxury club which comprises of business hotel facilities, an 18-hole golf course, driving range facilities, theme restaurants and cafes, spa facilities, retail shops, and the fi rst PGA branded and managed golf academy in Asia, as a platform and work with other business partners to expand the tourism business in Beijing and other cities throughout China. According to the Twelfth Five-Year-Plan, Chinese government will proactively promote the commercialization, internationalization and modernization of the tourism industry. The tourism revenue in China is expected to grow by a compound annual growth rate of 12% over the next fi ve years. The Directors believe that the extension of business portfolio to leisure and tourism sector will help the Group better address the signifi cant business opportunities arising from the fast expansion of the culture and tourism industry in China. The Directors also believes that the acquisition of Bayhood No. 9 Club will establish a solid foundation for the Group to seize considerable opportunities in the leisure travelling business.

According to the Company’s interim report 2011 (the “ IR2011 ”), the Group proposed to acquire the rights to manage and operate Bayhood No.9 Club at a total consideration of HK$500 million. The consideration was settled by HK$395 million in cash and the remaining HK$105 million to be settled through the issue of new shares of the Company. The resolution of the issue of new shares was approved by shareholders at the extraordinary general meeting in June 2011 and the transaction was completed in July 2011. As mentioned above, the Rights Issue was performed to fi nance part of the consideration.

21

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As stated in the Board Letter, the Directors are trying to discover further suitable investment opportunities from time to time which not only strengthen the existing source of income, but also diversify the risk. More funds may be needed for enhancing the Group’s fi nancial position and hence to meet the challenges faced by the Group in the future. Also stated in the Board Letter, only 25,890,593 new Shares can be issued, allotted and dealt with by the Directors under the Existing General Mandate, representing approximately 4.5% of the Existing General Mandate. Given that the next annual general meeting will not held until June 2012, which is about fi ve months away from the Latest Practicable Date, the Directors considers that there may be insuffi cient new Shares which could be further issued and allotted under the Existing General Mandate in the event that the Company has identifi ed any potential investment within the next 5 months from the Latest Practicable Date. In virtue of the current volatile market condition, it is uncertain whether the Company is capable to raise fund by way of issuing new Shares even with the availability of Issue Mandate. However, due to the volatile market condition and the Group has formerly decided to diversify its business portfolio by stepping into the culture and tourism business by acquiring the Bayhood No.9 Club, the Company has not identifi ed and fi nalized any new investment opportunity as at the Latest Practicable Date.

As stated in the Board Letter, the Company has no immediate funding needs for the Group and has no contemplated funding exercise as at the Latest Practicable Date. As advised by the Management of the Company, the Group has suffi cient working capital for the next 12 months. The Group’s advertising business, content production business in movies and television drama, and tourism services in the operation of Bayhood No.9 Club will provide reliable and stable cash fl ow to the Group. We are also advised that the working capital will remain suffi cient whether or not the subscription rights attached to the Warrant are exercised. Upon our enquiry, the Directors advised us that the working capital requirements of the Group include, amongst others, (i) administrative expenses (including but not limited to rental, legal and professional fees and staff cost) and (ii) royalty payment for the Group’s exclusive advertising right.

Taking into account that the Company (i) has not identifi ed suitable investment opportunities; (ii) has no immediate funding needs; (iii) has suffi cient working capital for the next 12 months, we consider that the refreshment of Existing General Mandate will provide fl exibility for the Company to raise funds for possible future investment opportunities and/or satisfy future funding requirements and is benefi cial to the Company and would provide the Company with necessary fl exibility to fulfi ll any possible funding needs for future business development and the Board will be able to raise funds from potential investors and hence respond to the market promptly when there are valuable investment opportunities and fund raising needs.

3.2 Other fi nancing alternatives and fi nancing fl exibility

As disclosed in the Board Letter, the Directors consider that equity fi nancing (i) does not incur any interest paying obligations on the Group’s as compared with debt fi nancing, such as bank fi nancing; (ii) is less costly and involves relatively shorter period of time than raising funds such as right issue or open offer; and (iii) provides the Company with the capacity to capture any capital raising or prospective investment opportunity as and when it arises.

22

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As advised by the Directors, apart from equity fi nancing, the Board has considered other types of fund raising exercises such as bank fi nancing, placement, rights issue, open offer etc. However, the ability of the Company to obtain bank borrowings usually depends on the Company’s profi tability, fi nancial position and the then prevailing market condition. Furthermore, the approval of borrowing is subject to lengthy due diligence and negotiations with the banks or fi nancial institutions. Given that the Group has recorded a net loss of HK$483.6 million for the year ended 31 December 2010 and an unaudited net profi t of HK$4.3 million for the six months ended 30 June 2011 and debt fi nancing will incur interest burden on the Company, the Directors consider that debt fi nancing is likely to be subject to prolonged negotiation and due diligence process and there is uncertainty for the Group to obtain a favorable interest rate under the current market condition.

As stated on the Board Letter, the Director considered placing under general mandate is preferable as compared to other pre-emptive means of equity fi nancing such as rights issue or open offer after taking into account of (i) the feasibility of fund raising by way of rights issue and/or open offer; and (ii) the time required for open offer, rights issue and placement. Although (i) the Company completed one rights issue and one open offer in 2009 and 2011 with the underwritten commission of 2.25% and 3% respectively, which is close to the market commission rate payable for placing under general mandate; (ii) time required to complete placing and open offer without shareholders’ approval may be more or less the same, it is uncertain as to whether the Shareholders are willing to subscribe for rights issue and Shares by way of open offer in view of the gloomy market condition. Placing under general mandate may be an alternative mean to attract new investors after assessing the future prospect of the Company.

The Directors confi rm that they will, in any event exercise due and careful consideration, choose the best fi nancing method available for the Group. In view of the above, we consider that the refreshment of Existing General Mandate is in the interests of the Company and the Shareholders as a whole.

In light of the above, and having considered that the next annual general meeting will not be held until around June 2012, which is around six months from the Latest Practicable Date, we consider that the refreshment of Existing General Mandate (i) is benefi cial to the Company since the Board will be able to raise funds from potential investors and hence respond to the market promptly when there are valuable investment opportunities and fund raising needs; (ii) will provide the Company with an additional alternative and it is reasonable for the Company to have the fl exibility in deciding the fi nancing methods for its future development, including equity fi nancing; and (iii) will ensure the Company having suffi cient general mandate, if so required, until the general mandate is approved in the next annual general meeting.

Accordingly, we concur with the Directors that the refreshment of Existing General Mandate is in the interests of the Company and the Independent Shareholders as a whole.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

4. Potential dilution to existing shareholding of the Company

Set out below is a table showing the shareholding structure of the Company (i) as at the Latest Practicable Date, and, for illustrative purpose, (ii) upon full utilization of the refreshment of Existing General Mandate (assuming no other Shares are issued or repurchased by the Company); and (iii) upon full utilization of the Refreshment of Existing General Mandate, assuming the subscription rights attaching to the Warrants are exercised in full before the date of the EGM (assuming no other Shares are issued and/or repurchased by the Company prior to the date of the EGM):

Shareholders Sun Hung Kai Investment Service_(note 1) Mr. Yuen Hoi Po(note 2) _Public Shareholders Placees for the subscription of the rights attaching to the warrants Existing public Shareholders Shares to be issued under the Refreshment of Existing General Mandate	Shareholdings in the Company as at the Latest Practicable Date No. of Shares % 827,435,214 18.31 798,150,000 17.66 1,625,585,214 35.97 – – 2,893,594,239 64.03 – – 4,519,179,453 100.00	Shareholdings in the Company upon full utilization of the refreshment of Existing General Mandate (assuming no other Shares are issued or repurchased by the Company) No. of Shares % 827,435,214 15.26 798,150,000 14.72 1,625,585,214 29.98 – – 2,893,594,239 53.35 903,835,890 16.67 5,423,015,343 100.00	Upon full utilization of the refreshment of General Mandate, assuming the subscription rights attached to the warrants are exercised in full before the date of the EGM (assuming no other Shares are issued or repurchased by the Company) No. of Shares % 827,435,214 13.66 798,150,000 13.12 1,625,585,214 26.78 550,000,000 9.04 2,893,594,239 47.56 1,013,835,890 16.67 6,083,015,343 100.00

1. Sun Hung Kai Investment Services Limited is a wholly-owned subsidiary of Sun Hung Kai Securities Limited, a wholly-owned subsidiary of Sun Hung Kai & Co. Limited, which in turn is a non wholly-owned subsidiary of Allied Properties (H.K.) Limited. Allied Properties (H.K.) Limited is a non wholly-owned subsidiary of Allied Group Limited in which Mr. LEE Seng Hui, Ms. LEE Su Hwei and Mr. LEE Seng Huang are the trustees of the Lee and Lee Trust, having 54.24% interest in Allied Group Limited as at 20 June 2011. Accordingly, they are deemed to have the same long position as Sun Hung Kai Investment Services Limited.

2. Mr. YUEN Hoi Po is deemed to be interested in 798,150,000 Shares held by his wholly owned corporations namely, Ming Bang Limited and Rich Public Limited, by virtue of Part XV of the SFO. Mr. YUEN Hoi Po is the Chairman and an Executive Director of the Company.

24

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As illustrated in the table above, the aggregate shareholding of the existing public Shareholders will decrease from approximately 64.03% as at the Latest Practicable Date to approximately 47.56% upon full utilization of the Refreshment of Existing General Mandate, assuming the subscription rights attaching to the Warrants are exercised in full before the date of the EGM (assuming no other Shares are issued and/or repurchased by the Company), representing a potential maximum decrease in existing public shareholding of approximately 16.47 per cent points.

Taking into account that (i) the Refreshment of Existing General Mandate will provide an alternative means for the Company to raise capital by allotment and issue of new Shares before the next annual general meeting; (ii) the Refreshment of Existing General Mandate provides more fl exibility and options of fi nancing to the Group for further business development as well as for other potential future investments and/or acquisitions as and when such opportunities arise; (iii) the benefi ts of the refreshment of the Existing General Mandate abovementioned and (iv) the fact that the shareholdings of all the Shareholders will be diluted proportionately upon any utilization of the refreshment of Existing General Mandate, we consider that the potential dilution to the shareholding of the existing public Shareholders is acceptable.

RECOMMENDATION

Taking into account the factors and reasons as mentioned above, which include (i) the background; (ii) equity fund raising activities of the Company in the past twelve months; (iii) reasons for the refreshment of Existing General Mandate; and (iv) potential dilution to existing shareholding of the Company, we consider that, on balance, the refreshment of the Existing General Mandate is fair and reasonable and to be in the interests of the Company and the Shareholders as a whole and we would advise the Independent Board Committee to recommend to the Independent Shareholders to vote of the resolution to approve the refreshment of the Existing General Mandate at the EGM.

Yours faithfully, For and on behalf of

Tanrich Capital Limited Vincent Chung Managing Director

25

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 OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the “ Meeting ”) of Media China Corporation Limited (the “ Company ”) will be held at Empire Room 1, Empire Hotel Hong Kong, 33 Hennessy Road, Wanchai, Hong Kong on Friday, 10 February 2012 at 10:00 a.m. or any adjournment thereof for the purpose of considering and, if thought fi t, passing (with or without amendments) the following ordinary resolutions:

ORDINARY RESOLUTIONS

1. “ THAT , to the extent not already exercised, the mandate to issue and allot shares of the Company given to the directors (the “ Directors ”) of the Company at the annual general meeting of the Company held on 13 May 2011 be and is hereby revoked and replaced by the mandate and THAT :

2. (a) subject to paragraph (c) of this resolution, and pursuant to the Rules Governing the Listing of Securities of The Stock Exchange of Hong Kong Limited, the exercise by the Directors during the Relevant Period (as hereafter defi ned) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) of this resolution shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which might require the exercise of such powers after the end of the Relevant Period;

4. (c) the aggregate nominal amount of the share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereafter defi ned); (ii) any Share Option Scheme (as hereafter defi ned) of the Company; (iii) the exercise of rights of conversion under the terms of any securities which are convertible into shares of the Company or warrants to subscribe for shares of the Company; or (iv) any scrip dividend or other similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Company, shall not exceed 20 per cent of the issued share capital of the Company as at the date of passing of this resolution and the approval in paragraph (a) of this resolution shall be limited accordingly; and

• (d) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

• (iii) the date on which the authority set out in this resolution is revoked or varied by and ordinary resolution of the shareholders of the Company in general meeting; and

“Rights Issue” means an offer of shares open for a period fi xed by the Directors to holders of shares of the Company on the register of members on a fi xed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognized regulatory body or any stock exchange applicable to the Company); and

“Share Option Scheme” means a share option scheme or similar arrangement for the time being, as varied from time to time, adopted for the grant or issue to offi cers and/or employees of the Company and/or any of its subsidiaries and/or other eligible person of shares or rights to acquire shares of the Company.”

1. “ THAT the authorised share capital of the Company be increased from HK$602,407,600 divided into 6,000,000,000 ordinary shares of HK$0.1 each and 240,760,000 preference shares of HK$0.01 each to HK$3,002,407,600 divided into 30,000,000,000 ordinary shares of HK$0.1 each and 240,760,000 preference shares of HK$0.01 each by the creation of an additional 24,000,000,000 new Shares of HK$0.1 each (the “Increase in Authorised Share Capital”), upon issue, shall rank pari passu in all respects with the existing ordinary shares of the Company.”

For and on behalf of the Board of

Media China Corporation Limited YUEN Hoi Po Chairman

Hong Kong, 20 January 2012

Registered offi ce: Principal place of business in Hong Kong: Cricket Square, Hutchins Drive Suite 3503, 35/F P.O. Box 2681 Tower Two, Lippo Centre Grand Cayman KY1-1111 89 Queensway Cayman Islands Hong Kong

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. A form of proxy for use at the Meeting is enclosed herewith.

2. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorized in writing or, if the appointer is a corporation, either under its seal or under the hand of any offi cer or attorney duly authorized.

3. Any shareholder of the Company entitled to attend and vote at the Meeting convened by the above notice shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company.

4. In order to be valid, the 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 such power of attorney or authority, must be deposited at the Company’s share registrar, 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 of the above Meeting or any adjournment thereof (as the case may be).

5. Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the Meeting convened or at any adjourned meeting (as the case may be) and in such event, the form of proxy will be deemed to be revoked.

6. Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person) or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the Meeting, whether in person or by proxy, the most senior shall alone be entitled to vote. For this purpose seniority shall be determined by the order in which the names stand on the register of members of the Company in respect of the joint holding.

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

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