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Hung Hing Printing Group Limited Proxy Solicitation & Information Statement 2010

Mar 26, 2010

49222_rns_2010-03-26_570afcbf-400c-4138-bed4-663651936be9.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 notice, 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 notice.

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CHINA OUTDOOR MEDIA GROUP LIMITED 中國戶外媒體集團有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 254)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of the shareholders of China Outdoor Media Group Limited (the “ Company ”) will be held at Unit 4102, 41/F., Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong on Monday, 19 April 2010 at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution of the Company:

ORDINARY RESOLUTION

THAT

  • (a) the agreement (the “ Agreement ”) (a copy of which has been produced to the EGM marked “A” and signed by the chairman of the EGM for the purpose of identification) dated 4 December 2009 and entered into between Konmate Investments Limited, a wholly owned subsidiary of the Company, as purchaser, Fully Wealthy Inc. (the “ Vendor ”) as vendor and Jiang Qi Hang as guarantor in relation to the sale and purchase of one share of US$1.00 being the entire issued share capital of GMG Media Group Limited at a consideration of HK$1,241,890,000 and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;

  • (b) any one or more of the directors (the “ Directors ”) of the Company be and is/are hereby authorised to take all steps he/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Agreement and the transactions contemplated thereunder;

  • (c) the allotment and issue of an aggregate of an aggregate of 100,000,000 shares (the “ Consideration Shares ” and each a “ Consideration Share ”) of HK$0.01 each in the share capital of the Company credited as fully paid at an issue price of HK$0.130 per Consideration Share to the Vendor in accordance with the Agreement be and is hereby approved; and

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  • (d) the issue of convertible bonds (the “ Convertible Bonds ”) in the principal amount of HK$1,228,890,000 of the Company to the Vendor in accordance with the Agreement be and is hereby approved, and any one or more of the Directors be and is/are hereby authorised to take all steps he/they consider necessary, desirable or expedient for the purpose of, or in connection with, the issue of the Convertible Bonds including but not limited to the allotment and the issue of the shares of HK$0.01 each in the share capital of the Company which may fall to be issued upon the exercise of the conversion rights attached to the Convertible Bonds.”

By order of the Board China Outdoor Media Group Limited Lau Chi Yuen, Joseph Director

Hong Kong, 26 March 2010

Registered office: Unit 1803, 18th Floor Sun Hung Kai Centre No. 30 Harbour Road Wanchai Hong Kong

Notes:

  1. A member entitled to attend and vote at the EGM is entitled to appoint one or more than one proxy to attend and, subject to the provisions of the articles of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the EGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

  2. Whether or not you intend to attend the EGM in person, you are encouraged to complete and return the enclosed form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the EGM or any adjournment thereof, should he so wish.

  3. In order to be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority must be deposited at Company share registrar, Tricor Abacus Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

  4. In the case of joint holders of shares, any one of such holders may vote at the EGM, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holder are present at the EGM 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 shares shall alone be entitled to vote in respect thereof.

As at the date of this notice, the executive Directors are Mr. Lau Chi Yuen, Joseph, Mr. Lu Liang, Mr. Ng Yan and Mr. Tang Lap Chin, Richard and the independent non-executive Directors of the Company are Mr. Cheng Sheung Hing, Mr. Cheng Kwong Choi, Alexander and Mr. Law Tai Yan.

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