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Hony Media Group AGM Information 2006

May 19, 2006

49204_rns_2006-05-19_01ee5945-c642-4736-8deb-fb75cea52adc.pdf

AGM Information

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CHINA STRATEGIC HOLDINGS LIMITED 中策集團有限公司

(Incorporated in Hong Kong with limited liability) (Stock Code: 235)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of China Strategic Holdings Limited (the “Company”) will be held at 11th Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong on Monday, 5th June, 2006 at 11:00 a.m. for the purposes of considering and, if thought fit, passing, with or without modifications, the following resolution of the Company:

ORDINARY RESOLUTION

THAT

  • (A) the conditional subscription agreement dated 23rd March, 2006 (“Subscription Agreement”) entered into between China Enterprises Limited (“CEL”) as the subscriber and Wing On Travel (Holdings) Limited (“Wing On”) as the issuer relating to the subscription of HK$300 million 2% convertible exchangeable note (the “Note”) by CEL (copy of the Subscription Agreement has been produced to this meeting and marked “A” and initialed by the chairman of the meeting for the purpose of identification) and all the transactions contemplated hereunder, including, without limitation, acquisition of the new shares of Wing On pursuant to the exercise of the conversion rights attached to the Notes in accordance with the terms and conditions thereof be and are hereby approved, confirmed and ratified; and

  • (B) the directors of the Company (the “Directors”) be and are hereby authorised to take all steps and to do all such acts and things, to sign and execute all such further documents as the Directors may in their absolute discretion consider necessary, desirable or expedient to implement and/or give effect to or in connection with the Subscription Agreement and

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all the transactions contemplated thereunder, including, without limitation, acquisition of the new shares of Wing On pursuant to the exercise of the conversion rights attached to the Notes in accordance with the terms and conditions thereof.”

By Order of the Board

China Strategic Holdings Limited Dr. Chan Kwok Keung, Charles Chairman

Hong Kong 19th May, 2006

Notes:

  1. A shareholder entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and vote on his behalf. The proxy need not be a shareholder of the Company.

  2. In order to be valid, a form of proxy must be deposited at the share registrar and transfer office of the Company, Standard Registrars Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, not less than 48 hours before the time for holding the meeting.

  3. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the above meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

Please also refer to the published version of this announcement in The Standard.

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