Hony Media Group — M&A Activity 2013

Nov 29, 2013

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

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CHINA STRATEGIC HOLDINGS LIMITED (中策集團有限公司)

(Incorporated in Hong Kong with limited liability)

(Stock Code: 235)

TERMINATION OF THE AGREEMENT IN RELATION TO THE PROPOSED VERY SUBSTANTIAL ACQUISITION

Reference is made to the announcement of China Strategic Holdings Limited (the “Company”) dated 2 September 2013, 24 September 2013, 18 October 2013 and 15 November 2013 (the “Announcements”) in relation to the proposed Very Substantial Acquisition. Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as those defined in the Announcements.

As disclosed in the Announcements, the despatch date of the circular is expected to be on or before 29 November 2013. As at the date of this announcement, the circular has not been finalized and completed. In this respect, pursuant to discussions with the Vendor and the Target Company, Windmax, being the indirect wholly owned subsidiary of the Company, has through its legal adviser, formally requested an extension of 30 days beyond the originally agreed long stop date as provided under the Agreement to fulfill the condition to completion. However, the Target Company has officially replied their refusal of an extension of the long stop date on 29 November 2013.

The Vendor, the Target Company and Windmax have been unable to come to an agreement on an appropriate extension of time, as the conditions precedent to the Agreement have not been fulfilled or waived on or before 29 November 2013 or such other date as the parties may agree in writing, the Agreement is terminated including, among other things, their respective obligations to (i) sell and purchase the Sales Shares and (ii) the grant of First Tranche Options and Second Tranche Option for subscription of new shares in the Target Company thereunder.

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As the conditions precedent to the Agreement have not been fulfilled or waived on or before 29 November 2013 or such other date as the parties may agree in writing, the Agreement is terminated. All deposits and/or earnest monies paid by Windmax to the Vendor shall be returned to Windmax without interest within 3 business days after the date of termination. Upon the termination of the Agreement, none of the parties to the Agreement shall have any claim against the others for cost, damages, compensation or otherwise, save in respect of antecedent breaches and claims.

The Board considers that the termination of the Agreement does not have any material adverse impact on the operation and financial position of the Group.

By order of the Board China Strategic Holdings Limited Or Ching Fai Chairman

Hong Kong, 29 November 2013

As at the date hereof, the Board comprises Mr. Or Ching Fai, Ms. Chiu Ching Ching, Mr. Hui Richard Rui, Ms. Chan Ling, Eva and Mr. Chow Kam Wah as executive directors of the Company and Ms. Ma Yin Fan, Mr. Chow Yu Chun, Alexander and Mr. Leung Hoi Ying as independent non-executive directors of the Company

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