Imperium Financial Group Limited — Proxy Solicitation & Information Statement 2014

Mar 13, 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all of your Shares in China Railsmedia Corporation Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee, or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

CHINA RAILSMEDIA CORPORATION LIMITED 中國鐵聯傳媒有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code : 745)

(1) PROPOSED SUBDIVISION OF ORDINARY SHARES & PREFERENCE SHARES

(2) CHANGE OF BOARD LOT SIZE (3) PROPOSED CAPITAL REDUCTION AND

(4) NOTICE OF EXTRAORDINARY GENERAL MEETING

Capitalised terms used in this cover page have the same meaning as those defined in this circular.

A notice convening the EGM of the Company to be held at 10 a.m. on Wednesday, 16 April 2014 at Ramada Hong Kong Hotel, 308 Des Voeux Road West, Hong Kong is set out on pages 10 to 12 this circular. A form of proxy for use at the EGM is enclosed with this circular.

Whether or not you intend to attend and vote at the EGM, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong (New Address: Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong with effect from 31 March 2014) as soon as possible and in any event not less than 48 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting should you so wish.

14 March 2014

* For identification purpose only

CONTENTS

	Page
Expected timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1–2
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3–9
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10–12
Accompanying Document – Form of Proxy

– i –

EXPECTED TIMETABLE

EXPECTED TIMETABLE FOR THE SHARE SUBDIVISION, AND CHANGE IN BOARD LOT SIZE

2014

Latest time for lodging proxy forms . . . . . . . . . . . . . . . . . 10:00 a.m. on Monday, 14 April	Latest time for lodging proxy forms . . . . . . . . . . . . . . . . . 10:00 a.m. on Monday, 14 April
Expected date of the EGM . . . . . . . . . . . . . . . . . . . . .	. 10:00 a.m. on Wednesday, 16 April
Publication of poll results of the EGM . . . . . . . . . . .	. . . . . . . . . . . . Wednesday, 16 April
Effective Date of the Share Subdivision . . . . . . . . . . .	. . . . . . . . . . . . . Thursday, 17 April
First day of free exchange of Existing Share
Certificates for New Share Certificates
for the Subdivided Ordinary Shares . . . . . . . . . . . .	. . . . . . . . . . . . . Thursday, 17 April
Dealing in Subdivided Ordinary Shares Commences	. . . 9:00 a.m. on Thursday, 17 April
Original counter for trading in Ordinary Shares
in board lots of 2,000 Ordinary Shares
temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . 9:00 a.m. on Thursday, 17 April
Temporary counter for trading in board lots
of 10,000 Subdivided Ordinary Shares
on the Stock Exchange (in the form
of Existing Share Certificates) opens . . . . . . . . . . .	. . . 9:00 a.m. on Thursday, 17 April
Parallel trading in Subdivided Ordinary Shares
(in the form of New Share Certificates and
Existing Share Certificates) commences . . . . . . . . .	. . . 9:00 a.m. on Wednesday, 7 May
Original counter for trading in Subdivided Ordinary
Shares in board lots of 10,000 Subdivided
Ordinary Shares (in the form of New Share
Certificates) reopens . . . . . . . . . . . . . . . . . . . . . . . .	. . . 9:00 a.m. on Wednesday, 7 May
Parallel trading in Subdivided Ordinary Shares
(in the form of New Share Certificates and
Existing Share Certificates) ends . . . . . . . . . . . . . .	. . . . . 4:00 p.m. on Tuesday, 27 May
Temporary counter for trading in board lots
of 10,000 Subdivided Ordinary Shares
(in the form of Existing Share Certificates) closes .	. . . . . 4:00 p.m. on Tuesday, 27 May
Last day for free exchange of Existing Share
Certificates for the New Share Certificates . . . . . .	. . . . . . . . . . . . . . Thursday, 29 May

– ii –

DEFINITIONS

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

• “Board”

• the board of Directors

• “Capital Reduction”

• the proposed reduction of the par value of (i) each issued Subdivided Ordinary Share from HK$0.002 to HK$0.0002, and (ii) each issued Subdivided Preference Share from HK$0.014 to HK$0.0014 by cancelling paid up capital to the extent of (a) HK$0.0018 on each issued Subdivided Ordinary Share, and (b) HK$0.0126 on each issued Subdivided Preference Share

• “CCASS”

• the Central Clearing and Settlement System established and operated by HKSCC

• “Company”

• China Railsmedia Corporation Limited, a company incorporated in the Cayman Islands with limited liability whose Ordinary Share are listed on the Stock Exchange

• “Companies Law”

• Companies Law, Cap. 22 (Law 3 of 1961, as consolidated or revised) of the Cayman Islands

• “Court”

• the Grand Court of the Cayman Islands

• “Director(s)” director(s) of the Company

• “EGM”

• the extraordinary general meeting of the Company to be convened for the purpose of considering and, if thought fit, approve the Share Subdivision and the Capital Reduction

• “Existing Share Certificates”

• share certificates in respect of the Ordinary Shares

• “HK$”

• the lawful currency of Hong Kong

• “HKSCC”

• Hong Kong Securities Clearing Company Limited

• “Latest Practicable Date”

• 11 March 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular

• “Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

– 1 –

DEFINITIONS

• “New Ordinary Shares”

• “New Preference Shares”

• “New Share Certificates”

• “Ordinary Share(s)”

• “Preference Shares”

• “Share Subdivision”

• “Shareholder(s)”

• “Stock Exchange”

• “Subdivided Ordinary Shares”

• “Subdivided Preference Shares”

• new ordinary Shares of HK$0.0002 each following the Share Subdivision and the Capital Reduction becoming effective

• new preference shares of HK$0.0014 each following the Share Subdivision and the Capital Reduction becoming effective

• new share certificates to be issued following the Share Subdivision in respect of the Subdivided Ordinary Shares

• ordinary shares of HK$0.01 each in the share capital of the Company

• non-voting convertible preference shares of HK$0.07 each of the Company

• the subdivision of the existing Ordinary Shares and Preference Shares whereby each existing issued and unissued Ordinary Share and Preference Share will be subdivided into 5 Subdivided Ordinary Shares or 5 Subdivided Preference Shares, as the case may be

• the holder(s) of Ordinary Shares, Preference Shares, Subdivided Ordinary Shares and Subdivided Preference Shares, as the context requires

• The Stock Exchange of Hong Kong Limited

• ordinary shares(s) with a nominal or par value of HK$0.002 each in the capital of the Company upon completion of the Share Subdivision

• preference share(s) with a nominal or par value of HK$0.014 each in the capital of the Company upon completion of the Share Subdivision

– 2 –

LETTER FROM THE BOARD

CHINA RAILSMEDIA CORPORATION LIMITED 中國鐵聯傳媒有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code : 745)

Executive Directors: Mr. Tan Bondy Mr. Tsui Wing Tak Ms. Sun Wei

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

Independent Non-Executive Directors:

Mr. Liu Kwong Sang Mr. Ma Qianli Dr. Wan Ho Yuen, Terence Ms. Wang Miaojun

Head Office and Principal Place of Business in Hong Kong: Room 901, Silver Fortune Plaza, 1 Wellington Street, Central, Hong Kong

14 March 2014

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED SUBDIVISION OF ORDINARY SHARES & PREFERENCE SHARES

(2) CHANGE OF BOARD LOT SIZE (3) PROPOSED CAPITAL REDUCTION AND

(4) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information on the Share Subdivision, change of board lot size and the Capital Reduction, and to give you a notice of the EGM at which resolutions will be proposed to consider and, if thought fit, approve the Share Subdivision and the Capital Reduction.

SHARE SUBDIVISION

The Board would like to implement the proposed Share Subdivision, whereby (i) each existing issued and unissued Ordinary Share with a nominal or par value of HK$0.01 be subdivided into 5 Subdivided Ordinary Shares with a nominal or par value of HK$0.002 each, and (ii) each existing issued and unissued Preference Share with a nominal or par value of HK$0.07 be subdivided into 5 Subdivided Preference Shares with a nominal or par value of HK$0.014 each.

• For identification purpose only

– 3 –

LETTER FROM THE BOARD

Effects of the Share Subdivision

As at the Latest Practicable Date, the authorised share capital of the Company is HK$590,000,000 divided into 10,000,000,000 Ordinary Shares and 7,000,000,000 Preference Shares, of which 5,278,030,000 Ordinary Shares and 3,674,000,000 Preference Shares had been allotted and issued fully paid or credited as fully paid. Assuming no further shares will be issued or repurchased after the date of the Latest Practicable Date, upon the Share Subdivision having become effective, the authorised share capital of the Company will be HK$590,000,000, divided into 50,000,000,000 Subdivided Ordinary Shares and 35,000,000,000 Subdivided Preference Shares, of which 26,390,150,000 Subdivided Ordinary Shares and 18,370,000,000 Subdivided Preference Shares will be in issue and 23,609,850,000 Subdivided Ordinary Shares and 16,630,000,000 Subdivided Preference Shares will remain unissued. The Subdivided Ordinary Shares and the Subdivided Preference Shares will rank pari passu in all respects with the other shares of the same class and the Share Subdivision will not result in any change in the relative rights of the Shareholders.

The Directors expect that, upon the Share Subdivision becoming effective, adjustments will be made to the conversion prices of the aforesaid Preference Shares of the Company pursuant to the terms thereof where appropriate. Holders of the aforesaid Preference Shares will be informed by the Company regarding the required adjustments in due course.

Conditions of the Share Subdivision

The Share Subdivision is conditional upon:

• (i) the Shareholders at the EGM approving the Share Subdivision resolution; and

• (ii) the Listing Committee of the Hong Kong Stock Exchange granting the listing of and permission to deal in the Subdivided Ordinary Shares.

Dealings of the Subdivided Ordinary Shares

The Subdivided Ordinary Shares and the Subdivided Preference Shares will be identical in all respects and rank pari passu in all respects with the other shares of the same class as to all future dividends and distributions which are declared, made or paid. Subject to the granting of the listing of, and permission to deal in, the Subdivided Ordinary Shares on the Stock Exchange, the Subdivided Ordinary Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Subdivided Ordinary Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

– 4 –

LETTER FROM THE BOARD

Other than the expenses to be incurred in relation to the Share Subdivision, the implementation thereof will not alter the underlying assets, business operations, management or financial position of the Company or the interests or rights of the Shareholders, save for any fractional Subdivided Ordinary Shares or fractional Subdivided Preference Shares to which Shareholders may be entitled.

Listing Application

Application will be made to the Listing Committee of the Stock Exchange for the listing of and permission to deal in the Subdivided Ordinary Shares to be in issue upon the Share Subdivision taking effect.

Exchange of Share Certificates

Subject to the Share Subdivision having become effective, the Existing Share Certificates may be exchanged for the New Share Certificates at the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, (i) free of charge at any time between Thursday, 17 April 2014 to Thursday, 29 May 2014 or (ii) upon payment of a prescribed fee of HK$2.50 (or such higher amount as may from time to time be specified by the Stock Exchange) for each existing share certificate cancelled or each new share certificate issued (whichever number of share certificates cancelled or issued is higher) at any time after Thursday, 29 May 2014.

It is expected that new share certificates will be issued within a period of 10 business days upon the presentation of the existing share certificates. New share certificate will be green in colour so as to be distinguished from the existing share certificate which is red in colour.

CHANGE OF BOARD LOT SIZE

The Board also proposes to change the board lot size for trading in the shares of the Company from 2,000 Ordinary Shares to 10,000 Subdivided Ordinary Shares upon the Share Subdivision becoming effective.

REASONS FOR SHARE SUBDIVISION AND CHANGE OF BOARD LOT SIZE

The Share Subdivision will decrease the nominal value and increase the total number of shares in issue. The Share Subdivision will result in downward adjustment to the trading price of the Subdivided Ordinary Shares. The Board believes that the Share Subdivision will decrease the trading spread as well as the volatility of the trading price of the Subdivided Ordinary Shares and thus result in the improved liquidity in trading of the Subdivided Ordinary Shares. Therefore, the Board considers that the Share Subdivision will enable the Company to attract more investors and widen the Shareholder base.

– 5 –

LETTER FROM THE BOARD

The market value of each board lot is HK$2,660.00 (based on the closing price of HK$1.33 per Share as quoted on the Stock Exchange on the Latest Practicable Date). In order to increase the value of each board lot of the Shares so that the value of each board lot of the Subdivided Ordinary Shares will not be less than HK$2,000, as well as to reduce transaction and registration costs incurred by the Shareholders and investors of the Company, the Board proposes to change the board lot size for trading of the shares from 2,000 Ordinary Shares to 10,000 Subdivided Ordinary Shares.

Accordingly, the Board considers that the Share Subdivision and the change in board lot size are in the best interests of the Company and its Shareholders as a whole.

The Share Subdivision and the change in board lot size will not alter the underlying assets, business operations, management or financial position of the Company or the interests or rights of the Shareholders. The Board considers that the Share Subdivision and the change in board lot size will not have any material adverse effect on the financial position of the Company.

The Board expects that the market price of each Subdivided Ordinary Share following the Share Subdivision will be approximately one-fifth of the market price of an Ordinary Share immediately before the Share Subdivision comes into effect, reflecting the fact that Shareholders will own five times as many Shares.

CAPITAL REDUCTION

The Board also proposes, following the implementation of the Share Subdivision, to implement the Capital Reduction which will involve:

• (i) the paid-up capital of each issued Subdivided Ordinary Share will be reduced from HK$0.002 to HK$0.0002 per share by cancelling paid-up capital of HK$0.0018 per Subdivided Ordinary Share by way of a reduction of capital, so as to form New Ordinary Shares with a nominal or par value of HK$0.0002 each;

• (ii) the paid-up capital of each issued Subdivided Preference Share will be reduced from HK$0.014 to HK$0.0014 per share by cancelling paid-up capital of HK$0.0126 per Subdivided Preference Share by way of a reduction of capital, so as to form New Preference Shares with a nominal or par value of HK$0.0014 each;

• (iii) the credit arising from the Capital Reduction be applied towards cancelling the accumulated deficit of the Company as at the effective date of the Capital Reduction (if any) with the balance (if any) to be transferred to the capital reduction reserve account of the Company or other reserve account of the Company which may be utilised by the Directors as a distributable reserve in accordance with the articles of association of the Company and all applicable laws; and

– 6 –

LETTER FROM THE BOARD

• (iv) immediately following the Capital Reduction (a) each of the authorised but unissued Subdivided Ordinary Shares with a nominal or par value of HK$0.002 each be subdivided into ten (10) unissued New Ordinary Shares with a nominal or par value of HK$0.0002 each, and such New Ordinary Shares shall rank pari passu in all respects with each other and have rights and privileges and be subject to the restrictions contained in the memorandum and articles of association of the Company, and (b) each of the authorised but unissued Subdivided Preference Shares with a nominal or par value of HK$0.014 each be subdivided into ten (10) unissued New Preference Shares with a nominal or par value of HK$0.0014 each, and such New Preference Shares shall rank pari passu in all respects with each other and have rights and privileges and be subject to the restrictions contained in the memorandum and articles of association of the Company.

EFFECTS OF THE CAPITAL REDUCTION

As at the Latest Practicable Date, the authorised share capital of the Company is HK$590,000,000 divided into 10,000,000,000 Ordinary Shares of a nominal or par value of HK$0.01 each and 7,000,000,000 Preference Shares of a nominal or par value of HK$0.07 each, of which 5,278,030,000 Ordinary Shares and 3,674,000,000 Preference Shares are in issue and fully paid. After the Share Subdivision and the Capital Reduction becomes effective, the authorised share capital of the Company will be HK$590,000,000 divided into 500,000,000,000 New Ordinary Shares of a nominal or par value of HK$0.0002 each and 350,000,000,000 New Preference Shares of a nominal or par value of HK$0.0014 each, of which 26,390,150,000 New Ordinary Shares and 18,370,000,000 New Preference Shares will have been issued and fully paid.

On the assumption that no further Ordinary Shares or Preferences Shares will be issued after the Latest Practicable Date, a credit of HK$278,964,270 will arise as a result of the Capital Reduction. Such credit will be applied towards cancelling the accumulated deficit of the Company as at the effective date of the Capital Reduction, with the balance (if any) to be transferred to the capital reduction reserve account of the Company or other reserve account of the Company. As at 31 March 2013, the Company had accumulated losses of approximately HK$396 million.

Other than the expenses to be incurred in relation to the Capital Reduction, the implementation thereof will not alter the underlying assets, business operations, management or financial position of the Company or the interests or rights of the Shareholders.

– 7 –

LETTER FROM THE BOARD

Conditions of the Capital Reduction

The Capital Reduction is conditional on the following conditions being fulfilled:

• (i) the Shareholders’ approval by way of special resolution at the EGM to be convened to consider and, if thought fit, approve, among other things, the Capital Reduction;

• (ii) approval of the Capital Reduction by the Court;

• (iii) compliance with any conditions which the Court may impose in relation to the Capital Reduction;

• (iv) registration by the Registrar of Companies in the Cayman Islands of the order of the Court and the minute approved by the Court containing the particulars required under the Companies Law; and

• (v) the Listing Committee of the Hong Kong Stock Exchange granting the listing of, and permission to deal in, the New Ordinary Shares arising from the Capital Reduction.

Upon the approval by the Shareholders of the Capital Reduction at the EGM, the legal advisors to the Company (as to the Cayman Islands Law) will apply to the Court for hearing dates to confirm the Capital Reduction and a preliminary timetable will be announced as soon as the Court hearing dates are confirmed.

Listing Application

Application will be made to the Listing Committee of the Stock Exchange for the listing of and the permission to deal in the New Ordinary Shares to be in issue upon the Capital Reduction taking effect.

EXCHANGE OF SHARE CERTIFICATES

Subject to the Capital Reduction having become effective, the Existing Share Certificates may be exchanged for the New Share Certificates at the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, (i) free of charge at any time between Thursday, 17 April 2014 to Thursday, 29 May 2014 or (ii) upon payment of a prescribed fee of HK$2.50 (or such higher amount as may from time to time be specified by the Stock Exchange) for each existing share certificate cancelled or each new share certificate issued (whichever number of share certificates cancelled or issued is higher) at any time after Thursday, 29 May 2014.

It is expected that new share certificates will be issued within a period of 10 business days upon the presentation of the existing share certificates. New share certificate will be blue in colour so as to be distinguished from the existing share certificate which is red in colour.

– 8 –

LETTER FROM THE BOARD

REASONS FOR CAPITAL REDUCTION

The Company is prohibited from issuing new shares at below their par value under the Company’s articles of association and the Companies Law. The reduced par value of the New Ordinary Shares and the New Preference Shares will give the Company greater flexibility in pricing any future issue of shares. In addition, as at 31 March 2013, the Company had accumulated losses of approximately HK$396 million. The Board believes that it is unlikely that the Company will generate sufficient profits in the immediate future to eliminate this deficit and that it would be inappropriate for the Company to pay dividends while the deficit remains. After the Capital Reduction, the balance of the deficit would be substantially reduced by approximately HK$279 million to approximately HK$117 million. It will therefore improve the potential for any dividend payment by the Company as and when appropriate in the future. Therefore the Directors consider that the Capital Reduction is in the interests of the Company and the Shareholders as a whole.

EGM

The Share Subdivision and the Capital Reduction is subject to the Shareholders’ approval at the EGM and no Shareholders are required to abstain from voting on the resolution in relation to the Share Subdivision and the Capital Reduction.

A notice convening the EGM is set out on pages 10 to 12 of this circular. A form of proxy for the EGM is enclosed with this circular. Whether or not you are able to attend and vote at the EGM in person, you are encouraged to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong (New Address: Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong with effect from 31 March 2014) as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and in such event the instrument appointing the proxy shall be deemed to be revoked.

Pursuant to Rule13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, the resolution proposed at the EGM will be voted by poll. No Shareholders are required to abstain from voting at the EGM. Further announcement on the results of the poll vote will be made by the Company after the EGM.

RECOMMENDATION

The Directors are of the opinion that the proposed Share Subdivision, change in board lot size and Capital Reduction are in the interests of the Company and the Shareholders as a whole and so recommend you to vote in favour of the resolutions to be proposed at the EGM.

– 9 –

LETTER FROM THE BOARD

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, confirm 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 By Order of the Board China Railsmedia Corporation Limited Tan Bondy Director

– 10 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

CHINA RAILSMEDIA CORPORATION LIMITED 中國鐵聯傳媒有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code : 745)

NOTICE OF THE EGM

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of China Railsmedia Corporation Limited (the “Company”) will be held at Ramada Hong Kong Hotel, 308 Des Voeux Road West, Hong Kong on Wednesday, 16 April 2014 at 10 a.m., for the purpose of considering and, if thought fit, passing the following resolutions:

ORDINARY RESOLUTION

1. “ THAT conditional upon The Stock Exchange of Hong Kong Limited granting approval for the listing of, and permission to deal in, the Subdivided Ordinary Shares (as defined below) in issue and to be issued, whereby (i) each existing issued and unissued Ordinary Share with a nominal or par value of HK$0.01 be subdivided into 5 ordinary shares with a nominal or par value of HK$0.002 each (“Subdivided Ordinary Share”), and (ii) each existing issued and unissued Preference Share with a nominal or par value of HK$0.07 be subdivided into 5 preference shares with a nominal or par value of HK$0.014 each. (each a “Subdivided Preference Share” and together with the Subdivided Ordinary Shares, the “Subdivided Share”), and such Subdivided Share(s) shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares and/or preference shares contained in the articles of association of the Company, and any one or more of the directors of the Company be and is/are hereby authorised to do all such acts, deeds and things and to effect all necessary actions as he/they may consider necessary or desirable in order to effect, implement and complete any and all of the aforesaid matters.”

SPECIAL RESOLUTION

1. “ THAT subject to compliance with the relevant legal procedures and requirements under the laws of the Cayman Islands and the Listing Committee of The Hong Kong Stock Exchange Limited granting approval for the listing of, and permission to deal in, the new ordinary shares arising from the capital reduction, with effect from the date of registration of the minute in respect the capital reduction in the Cayman Islands;

   • (i) the paid-up capital of each issued Subdivided Ordinary Share will be reduced from HK$0.002 to HK$0.0002 per share by cancelling paid-up capital of HK$0.0018 per Subdivided Ordinary Shares by way of a reduction of capital, so as to form new ordinary share with a nominal or par value of HK$0.0002 each;

2. For identification purpose only

– 11 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

• (ii) the paid-up capital of each issued Subdivided Preference Share will be reduced from HK$0.014 to HK$0.0014 per share by cancelling paid-up capital of HK$0.0126 per Subdivided Preference Share by way of a reduction of capital, so as to form new preference shares with a nominal or par value of HK$0.0014 each;

• (iii) the credit arising from the capital reduction be applied towards cancelling the accumulated deficit of the Company as at the effective date of the capital reduction (if any) with the balance (if any) to be transferred to the capital reduction reserve account of the Company or other reserve account of the Company which may be utilised by the Directors as a distributable reserve in accordance with the articles of association of the Company and all applicable laws;

• (iv) immediately following the capital reduction (a) each of the authorised but unissued Subdivided Ordinary Shares with a nominal or par value of HK$0.002 each be subdivided into ten (10) unissued new ordinary shares with a nominal or par value of HK$0.0002 each, and such new ordinary shares shall rank pari passu in all respects with each other and have rights and privileges and be subject to the restrictions contained in the memorandum and articles of association of the Company, and (b) each of the authorised but unissued Subdivided Preference Shares with a nominal or par value of HK$0.014 each be subdivided into ten (10) unissued new preference shares with a nominal or par value of HK$0.0014 each, and such new preference shares shall rank pari passu in all respects with each other and have rights and privileges and be subject to the restrictions contained in the memorandum and articles of association of the Company; and

• (v) the Directors be and are hereby authorised to do all such acts, deeds and things and to effect all necessary actions as they may consider necessary or desirable in order to effect, implement and complete any and all of the foregoing.”

Yours faithfully By Order of the Board China Railsmedia Corporation Limited Tan Bondy Director

Hong Kong, 14 March 2014

– 12 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. A member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him.

2. In order to be valid, the proxy form completed in accordance with the instructions set out therein, together with the power of attorney or other authority, if any, under which it is signed (or a certified copy of that power or authority), must be deposited at the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong (New Address: Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong with effect from 31 March 2014) not less than 48 hours before the time appointed for the above meeting or any adjournment thereof.

3. In the case of joint holders, the vote of the sender who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority will be determined by the order in which the names stand in the register in respect of the joint holding.

4. The proxy need not be a member of the Company but must attend the EGM and at any adjournment thereof in person to represent you.

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