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Hony Media Group Proxy Solicitation & Information Statement 2010

Jun 22, 2010

49204_rns_2010-06-22_cc6b38ef-7522-401c-b784-613ad579cfb7.pdf

Proxy Solicitation & Information Statement

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

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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 (the EGM ) of China Strategic Holdings Limited (the Company ) will be held at Forum Room 1, Basement 2, Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Friday, 9 July 2010 at 10:00 a.m. or any adjournment thereof (as the case may be) for the purpose of considering and, if thought fit, passing, with or without modification, the below resolutions of the Company.

In this regard, an EGM will be held to consider and, if thought fit, approve the extension of the period of validity of the CN Specific Mandate and the Share Specific Mandate (both as defined below).

ORDINARY RESOLUTIONS

  • 1. THAT

  • (a) the extension of the period of validity during which the directors are generally and specifically authorised to allot and issue such number of new ordinary shares of HK$0.10 in the capital of the Company as may be required to be allotted and issued on and subject to the terms and conditions of the conditional placing agreement dated 20 August 2009 in relation to the placing by the Company through Kingston Securities Limited, as agent of the Company, on a fully underwritten basis, non-interest bearing convertible redeemable notes, in a maximum aggregate principal amount up to HK$7,800 million due on its maturity date which are convertible into an aggregate of a maximum of 78,000 million Shares (subject to adjustment) with a conversion price, subject to adjustment, of HK$0.10 per share in the share capital of the Company (the CN Specific Mandate ) to lapse on 31 October 2010, be and are hereby approved, confirmed and ratified; and

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  • (b) the extension of the period of validity during which the directors are generally and specifically authorised to allot and issue such number of new ordinary shares of HK$0.10 in the capital of the Company as may be required to be allotted and issued on and subject to the terms and conditions of the conditional share placing agreement dated 9 November 2009 in relation to the placing by the Company through Kingston Securities Limited, as agent of the Company, on a best efforts basis, of up to a maximum of 40,000 million new shares at a price of HK$0.10 per share (the Share Specific Mandate ) to lapse on 31 October 2010, be and are hereby approved, confirmed and ratified.”

On behalf of the Board China Strategic Holdings Limited Ma Si Hang, Frederick Chairman

Hong Kong, 23 June 2010

As at the date hereof, the Board comprises Mr. Or Ching Fai, Ms. Chiu Ching Ching, Mr. Yau Wing Yiu, Mr. Hui Richard Rui, Ms. Chan Ling, Eva, Mr. Lee Sun Man and Mr. Chow Kam Wah as executive Directors, Mr. Ma Si Hang, Frederick as a non-executive Director and Ms. Ma Yin Fan, Mr. Phillip Fei and Mr. Leung Hoi Ying as independent non-executive Directors.

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