One Media Group Limited — Proxy Solicitation & Information Statement 2006

Jul 25, 2006

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in ONE MEDIA GROUP LIMITED , you should at once hand this circular together with the enclosed proxy form to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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ONE MEDIA GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 426)

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND

TO ISSUE NEW SHARES OF THE COMPANY, AMENDMENTS TO EXISTING ARTICLES OF ASSOCIATION OF THE COMPANY, RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of One Media Group Limited to be held at Boardrooms 3 and 4, M/F., Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong on Friday, 8th September 2006 at 10:00 a.m. is set out on pages 17 to 21 of this circular. Whether or not you propose to attend the meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the head office of the Company at 15th Floor, Block A, Ming Pao Industrial Centre, 18 Ka Yip Street, Chai Wan, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of the proxy form will not prevent you from attending and voting in person at the meeting, or any adjournment meeting, if you so wish.

Hong Kong, 25th July 2006

DEFINITIONS

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

• “Annual General Meeting”

• the annual general meeting of the Company proposed to be held at Boardrooms 3 and 4, M/F., Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong on Friday, 8th September 2006 at 10:00 a.m., notice of which is set out on pages 17 to 21 of this circular

• “Articles of Association”

• the articles of association of the Company, as originally adopted or as from time to time altered in accordance with the Companies Law (2004 Revision) of the Cayman Islands or any applicable laws

• “Board” the board of Directors

• “Code”

• the Code on Corporate Governance Practices as set out in Appendix 14 to the Listing Rules

• “Company”

• One Media Group Limited, an exempted company incorporated in the Cayman Islands on 11th March 2005 with limited liability under the Companies Law (2004 Revision) of the Cayman Islands, the Shares of which are listed on the Stock Exchange

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

• “Group” the Company and its subsidiaries

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date” 20th July 2006, being the latest practicable date of ascertaining certain information contained in this circular prior to its publication

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Repurchase Proposal”

the proposal to give a general mandate to the Directors to exercise the powers of the Company to repurchase during the period as set out in the Repurchase Resolution Shares up to a maximum of 10% of the issued share capital of the Company as at the date of the Repurchase Resolution

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DEFINITIONS

“Repurchase Resolution”	the proposed ordinary resolution as referred to	in
	resolution No. 5 of the notice of the Annual General
	Meeting
“Share(s)”	ordinary share(s) of HK$0.001 each in the share capital
	of the Company
“Shareholder(s)”	registered holder(s) of Shares
“Share Repurchase Rules”	the relevant rules set out in the Listing Rules	to
	regulate the repurchase by companies with primary
	listing on the Stock Exchange of their own securities
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers and
	Share Repurchases
“%”	per cent.

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LETTER FROM THE BOARD

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ONE MEDIA GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 426)

Executive Directors:

Mr. TIONG Kiu King (Chairman) Mr. TIONG Kiew Chiong Mr. Peter Bush BRACK Mr. TUNG Siu Ho, Terence Mr. Robert William Hong-San YUNG

Registered Office: Clifton House, 75 Fort Street P.O. Box 1350 GT George Town Grand Cayman

Independent Non-executive Directors:

Mr. YU Hon To, David Mr. SIT Kien Ping, Peter Mr. TAN Hock Seng, Peter

Head Office in Hong Kong: 15th Floor, Block A, Ming Pao Industrial Centre 18 Ka Yip Street Chai Wan Hong Kong

Hong Kong, 25th July 2006

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND

TO ISSUE NEW SHARES OF THE COMPANY, AMENDMENTS TO EXISTING ARTICLES OF ASSOCIATION OF THE COMPANY, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

GENERAL MANDATE TO REPURCHASE SHARES

On 26th September 2005, the sole Shareholder passed an ordinary resolution to give a general mandate to the Directors to exercise the powers of the Company to repurchase Shares. Such general mandate will lapse at the conclusion of the Annual General Meeting. The Directors propose to seek your approval of the Repurchase Resolution to be proposed at the Annual General Meeting. An explanatory statement as required under the Share Repurchase Rules to provide the requisite information of the Repurchase Proposal is set out in Appendix I hereto.

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LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE NEW SHARES

Also on 26th September 2005, the sole Shareholder passed an ordinary resolution to give to the Directors (i) a general mandate to allot, issue and deal with Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company at the date of passing the resolution; and (ii) an extension to the general mandate so granted to the Directors by the addition of any Shares representing the aggregate nominal amount of the Shares repurchased by the Company after the granting of the general mandate to repurchase up to 10% of the issued share capital of the Company at the date of passing the Repurchase Resolution. Such general mandate will lapse at the conclusion of the Annual General Meeting. The Directors propose to seek your approval of the general mandate for issuance of new shares at the Annual General Meeting.

AMENDMENTS TO EXISTING ARTICLES OF ASSOCIATION

Pursuant to paragraph E.2.1 of the Code and in particular, Rule 13.39(3) of the Listing Rules, the chairman of a meeting and/or directors who, individually or collectively, hold proxies in respect of shares representing 5% or more of the total voting rights at a particular meeting shall demand a poll in certain circumstances where, on a show of hands, a meeting votes in the opposite manner to that instructed in those proxies. If a poll is required under such circumstances, the chairman of the meeting should disclose to the meeting the total number of votes represented by all proxies held by directors indicating an opposite vote to the votes cast at the meeting on a show of hands. In the present form, the existing Article 72 of the Articles of Association does not provide that the chairman of a general meeting and/or any directors holding proxies representing 5% or more of the total voting rights at such meeting shall demand a poll when the meeting, on a show of hands, votes in the opposite manner to that instructed in those proxies. Besides, the existing Article 74 of the Articles of Association provides there shall be no requirement for the chairman to disclose the voting figures on a poll, both of which are inconsistent with the Code.

Pursuant to paragraph A.4.2 of the Code, every director should be subject to retirement by rotation at least once every three years. The existing Articles 111 & 112 of the Articles of Association are inconsistent with the Code.

In addition, the Stock Exchange made certain amendments to the Listing Rules which came into effect on 1st March 2006 whereby paragraph 4(3) of Appendix 3 and paragraph 5(1) of Appendix 13B to the Listing Rules have been amended to provide that a director may be removed by an ordinary resolution in general meeting instead of a special resolution. The existing Articles 105(g) and 114 of the Articles of Association provides that the Shareholders may at any general meeting by special resolution remove a Director.

Accordingly, the Directors propose to the Shareholders at the Annual General Meeting to pass a special resolution to amend Articles 72, 73, 74, 105(g), 111, 112 & 114 of the existing Articles of Association in order to bring the Articles of Association in line with the requirements of the Code and Listing Rules. The details of the proposed amendments to the Articles of Association are set out in special resolution numbered 8 in the notice of the Annual General Meeting.

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LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

The Board currently consists of eight Directors, namely Mr. TIONG Kiu King (Chairman), Mr. TIONG Kiew Chiong, Mr. Peter Bush BRACK, Mr. TUNG Siu Ho, Terence, Mr. Robert William Hong-San YUNG, Mr. YU Hon To, David, Mr. SIT Kien Ping, Peter and Mr. TAN Hock Seng, Peter.

In accordance with Article 108(a) and Article 112, Mr. TIONG Kiu King, Mr. TIONG Kiew Chiong, Mr. Peter Bush BRACK, Mr. TUNG Siu Ho, Terence, Mr. Robert William Hong-San YUNG, Mr. YU Hon To, David, Mr. SIT Kien Ping, Peter and Mr. TAN Hock Seng, Peter will retire at the Annual General Meeting and, being eligible, offer themselves for re-election.

Brief biographical details of the Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.

RIGHT TO DEMAND A POLL

Pursuant to Article 72 of the Articles of Association, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) demanded:

• (a) by the Chairman of the meeting; or

• (b) by at least three Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorized representative) or by proxy for the time being entitled to vote at the meeting; or

• (c) by a Shareholder or Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorized representative) or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or

• (d) by a Shareholder or Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorized representative) or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less that one-tenth of the total sum paid up on all shares conferring that right.

On a show of hands, every Shareholder present in person (or, in case of a Shareholder being a corporation, by its duly authorized representative), or by proxy shall have one vote. On a poll, every Shareholder present in person (or, in case of a Shareholder being a corporation, by its duly authorized representative) or by proxy shall have one vote for each Share held by him. On a poll, a Shareholder entitled to more than one vote need not, if he votes, use all his votes or cast all his votes in the same way.

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LETTER FROM THE BOARD

ANNUAL GENERAL MEETING

On pages 17 to 21 of this circular, you will find a notice convening the Annual General Meeting at which the following businesses are to be transacted:

1. To receive and consider the audited financial statements, the reports of directors and auditors for the year ended 31st March 2006;

2. To declare a final dividend;

3. To re-elect directors and to authorize the Board to fix their remuneration; and

4. To re-appoint auditors and to authorize the Board to fix their remuneration.

As special business to consider and, if thought fit, pass the following proposed resolutions:

1. an ordinary resolution to grant to the Directors a general mandate to exercise all powers of the Company to repurchase Shares on the Stock Exchange representing up to 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the Repurchase Resolution;

2. an ordinary resolution to grant to the Directors a general mandate to authorize the Directors to allot, issue and deal with Shares with an aggregate nominal value not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing such resolution;

3. an ordinary resolution to extend the general mandate which will be granted to the Directors to allot, issue and deal with additional Shares by adding to it the number of Shares repurchased under the Repurchase Proposal after the granting of the general mandate; and

4. a special resolution to amend the existing Articles of Association of the Company.

ACTION TO BE TAKEN

A proxy form for use at the Annual General Meeting is enclosed herein. Whether or not you intend to attend the Annual General Meeting, you are requested to complete the proxy form and return it to the head office of the Company at 15th Floor, Block A, Ming Pao Industrial Centre, 18 Ka Yip Street, Chai Wan, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the Annual General Meeting or any adjournment thereof. Completion and return of the proxy form will not preclude Shareholders from attending and voting at the Annual General Meeting, or any adjourned meeting, should they so wish.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors believe that the granting of the general mandates to repurchase Shares and to issue new Shares, the extension of the general mandate to issue additional Shares, the re-election of Directors and the amendments to existing Articles of Association are in the best interests of the Company as well as the Shareholders as a whole. Accordingly, the Directors recommend that all the Shareholders should vote in favour of all the relevant resolutions set out in the notice of the Annual General Meeting.

By order of the Board TIONG Kiu King Chairman

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EXPLANATORY STATEMENT

APPENDIX I

This appendix serves as an explanatory statement, as required by the Share Repurchase Rules, to provide requisite information to you for your consideration of the proposal to permit the repurchase of Shares up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the Repurchase Resolution.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 400,000,000 Shares. Subject to the passing of the Repurchase Resolution and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Repurchase Resolution to repurchase up to a maximum of 40,000,000 Shares representing not more than 10% of the aggregate nominal amount of the issued share capital of the Company as at the Latest Practicable Date.

2. REASONS FOR REPURCHASE

The Directors believe that the Repurchase Proposal is in the best interests of the Company and its shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value per share and/or earnings per share of the Company and will only be made when the Directors believe that such repurchases will benefit the Company and its shareholders.

3. FUNDING OF REPURCHASE

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum and Articles of Association and the applicable laws of the Cayman Islands. The law of the Cayman Islands provides that the amount to be repaid in connection with a share repurchase may be paid from the profits of the Company and/or the proceeds of a new issue of Shares made for the purpose of the repurchase or out of capital, if the Company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business. The Company may not purchase securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited accounts contained in the Company’s annual report for the year ended 31st March 2006 in the event that the power to repurchase Shares pursuant to the Repurchase Proposal were to be exercised in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the power to repurchase Shares pursuant to the Repurchase Proposal to such extent as would, in the circumstances, have a material adverse effect on the working capital or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT

APPENDIX I

4. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchase pursuant to the Repurchase Proposal and in accordance with the Listing Rules, the memorandum and Articles of Association of the Company and the applicable laws of the Cayman Islands.

None of the Directors and, to the best of their knowledge, having made all reasonable enquiries, none of their respective associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Proposal if such is approved by the Shareholders.

No connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to do so, in the event that the Repurchase Proposal is approved by the Shareholders.

5. EFFECT OF TAKEOVERS CODE AND PUBLIC FLOAT

If on the exercise of the power to repurchase Shares pursuant to the Repurchase Proposal, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, Winmax Resources Limited, which is beneficially owned as to 60% by Starsome Limited and 40% by RGM Ventures Limited, was beneficially interested in 295,500,000 Shares representing 73.88% of the issued share capital of the Company. Based on such shareholdings and in the event that the Directors exercise in full the power to repurchase Shares under the Repurchase Mandate, the shareholdings of Winmax Resources Limited in the Company would be increased to approximately 82.08% of the issued share capital of the Company.

The Directors are not aware of any consequence which may arise under Rule 26 of the Takeovers Code as a result of any repurchases made under the Repurchase Proposal. The Company may not repurchase Shares which would result in the amount of Shares held by the public being reduced to less than 25%.

6. SHARE PURCHASED BY THE COMPANY

The Company has not purchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

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EXPLANATORY STATEMENT

APPENDIX I

7. SHARE PRICES

The listing of Shares on the Stock Exchange commenced on 18th October 2005. The table below is a summary of the monthly highest and lowest traded prices in each of the previous months prior to the Latest Practicable Date.

	**Highest **	Traded Price	Lowest Traded Price
		HK$	HK$
2005
October		1.260	0.730
November		0.980	0.870
December		0.900	0.720
2006
January		0.880	0.600
February		0.850	0.680
March		0.750	0.690
April		0.700	0.620
May		0.650	0.580
June		0.600	0.500
July (up to the Latest Practicable Date)		0.590	0.510

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

The following are the particulars of the Directors proposed to be re-elected at the Annual General Meeting in accordance with the Articles of Association:

1. Mr. TIONG Kiu King, aged 71, is the Chairman of the Company. He was appointed as an executive Director of the Company in April 2005. He is also an executive director of Ming Pao Enterprise Corporation Limited (“MPE”), a company listed on the Stock Exchange. He is also a director of various subsidiaries of the Group. Mr. TIONG has been in the media business for more than 10 years. He graduated with a Diploma in Civil Engineering from Tak Ming College in Hong Kong. He is a brother of Tan Sri Datuk TIONG Hiew King, the Chairman of MPE, and Dr. TIONG Ik King, an executive director of MPE, both are the controlling shareholders of MPE. He is also a distant relative of Mr. TIONG Kiew Chiong, an executive director of MPE and the Company.

Save as disclosed herein, Mr. TIONG has not held any directorship in other listed public companies in the past three years and does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company and has not held any other positions with any members of the Group.

As at the Latest Practicable Date, Mr. TIONG has interest in share options to subscribe for 1,250,000 Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. TIONG entered into a service contract with the Company for an initial fixed term of one year starting from 1st September 2005 and shall continue unless and until terminated by either the Company or Mr. TIONG giving to the other not less than 3 months’ prior notice in writing to terminate the service contract. The appointment is subject to retirement by rotation and re-election at the next general meeting of the Company in accordance with the Articles of Association. For the year ended 31st March 2006, total emoluments paid to Mr. TIONG amounted to HK$1. Mr. TIONG will be entitled to HK$1 as director’s emoluments for the coming year.

Mr. TIONG has confirmed that there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders in connection with his re-election.

1. Mr. TIONG Kiew Chiong, aged 46, is the Deputy Chairman and a member of the executive committee of the Company. He was appointed as an executive Director in March 2005 and is also an executive director of MPE. He is also a director of various subsidiaries of the Group. Mr. TIONG has been in the media business for more than 18 years. He is one of the founders of The National, a newspaper in Papua New Guinea launched in 1993 and was formerly a director of Sin Chew Media Corporation Berhad, a company listed on the Bursa Malaysia Securities Berhad. Mr. TIONG obtained a Bachelor of Business Administration from York University in Canada. He is a distant nephew of Mr. TIONG Kiu King who is the brother of Tan Sri Datuk TIONG Hiew King, the Chairman of MPE, and Dr. TIONG Ik King, an executive director of MPE, both are the controlling shareholders of MPE.

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Save as disclosed herein, Mr. TIONG has not held any directorship in other listed public companies in the past three years and does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company and has not held any other positions with any members of the Group.

As at the Latest Practicable Date, Mr. TIONG has personal interest in 2,200,000 Shares and share options to subscribe for 1,250,000 Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. TIONG entered into a service contract with the Company for an initial fixed term of one year starting from 1st September 2005 and shall continue unless and until terminated by either the Company or Mr. TIONG giving to the other not less than 3 months’ prior notice in writing to terminate the service contract. The appointment is subject to retirement by rotation and re-election at the next general meeting of the Company in accordance with the Articles of Association. For the year ended 31st March 2006, total emoluments paid to Mr. TIONG amounted to HK$1. Mr. TIONG will be entitled to HK$1 as director’s emoluments for the coming year.

Mr. TIONG has confirmed that there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders in connection with his re-election.

1. Mr. Peter Bush BRACK, aged 35, is the Chief Executive Officer of the Group and a member of the executive committee of the Company. Mr. BRACK joined the Group in May 2004 and was appointed as an executive Director in April 2005. He is also a director of various subsidiaries of the Group. Mr. BRACK is in charge of the overall management of the Group. Mr. BRACK is also the Chairman and a director of Redgate Media Inc.. Prior to joining the Group, he had been a senior executive at Time Warner for more than 10 years. He was the Vice President of Advertising Sales at Turner Broadcasting Asia Pacific (CNN, Cartoon Network), Senior Vice President of the Asian editions of Time and Fortune, and the Vice President of Time Inc. International. Mr. BRACK obtained a Bachelor of Arts in English Literature from Tulane University in the United States.

Save as disclosed herein, Mr. BRACK has not held any directorship in other listed public companies in the past three years and does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company and has not held any other positions with any members of the Group.

As at the Latest Practicable Date, Mr. BRACK has personal interest in 110,000 Shares and share options to subscribe for 1,250,000 Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. BRACK entered into a service contract with the Company for an initial fixed term of one year starting from 1st September 2005 and shall continue unless and until terminated by either the Company or Mr. BRACK giving to the other not less than 3 months’ prior notice in writing to terminate the service contract. The appointment is

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

subject to retirement by rotation and re-election at the next general meeting of the Company in accordance with the Articles of Association. The director’s emolument of Mr. BRACK will be reviewed annually by the Board pursuant to the authority granted by the Shareholders at the general meetings of the Company and by reference to his duties and responsibilities with the Company, the Company’s performance, as well as prevailing market conditions. For the year ended 31st March 2006, total emoluments paid to Mr. BRACK amounted to HK$1,631,000.

Mr. BRACK has confirmed that there is no information which is discloseable nor is/ was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders in connection with his re-election.

1. Mr. TUNG Siu Ho, Terence, aged 44, is the Chief Operating Officer of the Group and a member of the executive committee of the Company. He is also a director of various subsidiaries of the Group. He is in charge of the business operation of the Group. Mr. TUNG joined MPE in September 1998 as the Sales Director of Ming Pao Magazines Limited and was appointed as an executive Director in April 2005. He has been in the media business for more than 20 years and was formerly a director and General Manager of Metopolitan Publications Limited. He is the Honourable Secretary of The Society of Publishers Asia. Mr. TUNG obtained a Bachelor of Arts from the University of Toronto in Canada.

Save as disclosed herein, Mr. TUNG has not held any directorship in other listed public companies in the past three years and does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company and has not held any other positions with any members of the Group.

As at the Latest Practicable Date, Mr. TUNG has interest in share options to subscribe for 1,000,000 Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. TUNG entered into a service contract with the Company for an initial fixed term of one year starting from 1st September 2005 and shall continue unless and until terminated by either the Company or Mr. TUNG giving to the other not less than 3 months’ prior notice in writing to terminate the service contract. The appointment is subject to retirement by rotation and re-election at the next general meeting of the Company in accordance with the Articles of Association. The director’s emolument of Mr. TUNG will be reviewed annually by the Board pursuant to the authority granted by the Shareholders at the general meetings of the Company and by reference to his duties and responsibilities with the Company, the Company’s performance, as well as prevailing market conditions. For the year ended 31st March 2006, total emoluments paid to Mr. TUNG amounted to HK$1,796,250.

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Mr. TUNG has confirmed that there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders in connection with his re-election.

1. Mr. Robert William Hong-San YUNG, aged 35, is the Chief Strategy Officer of the Group and a member of the executive committee of the Company. Mr. YUNG joined the Group in May 2004 and was appointed as an executive Director in April 2005. He is also a director of various subsidiaries of the Group. Mr. YUNG is in charge of strategic planning of the Group. Mr. YUNG is also a director of Redgate Media Inc.. Prior to joining the Group, he was a founder and Chief Executive Officer of One Studio, a venture capital backed Chinese software development and consultancy company with operations in China and Japan. Mr. YUNG obtained a Master of Arts from New York University in the United States.

Save as disclosed herein, Mr. YUNG has not held any directorship in other listed public companies in the past three years and does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company and has not held any other positions with any members of the Group.

As at the Latest Practicable Date, Mr. YUNG has interest in share options to subscribe for 1,000,000 Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. YUNG entered into a service contract with the Company for an initial fixed term of one year starting from 1st September 2005 and shall continue unless and until terminated by either the Company or Mr. YUNG giving to the other not less than 3 months’ prior notice in writing to terminate the service contract. The appointment is subject to retirement by rotation and re-election at the next general meeting of the Company in accordance with the Articles of Association. The director’s emolument of Mr. YUNG will be reviewed annually by the Board pursuant to the authority granted by the Shareholders at the general meetings of the Company and by reference to his duties and responsibilities with the Company, the Company’s performance, as well as prevailing market conditions. For the year ended 31st March 2006, total emoluments paid to Mr. YUNG amounted to HK$1,211,000.

Mr. YUNG has confirmed that there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders in connection with his re-election.

1. Mr. YU Hon To, David, aged 58, has been an independent non-executive Director of the Company since June 2005. He is also the Chairman of the Audit Committee, and a member of the Remuneration Committee and Nomination Committee of the Company. Mr. YU is a fellow of the Institute of Chartered Accountants in England and Wales, and a member of the Hong Kong Institute of Certified Public Accountants. He was formerly a partner of an international accounting firm with extensive experience in corporate

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

finance. Mr. YU is a founder and director of Management Capital Limited, a company which specializes in direct investment and financial advisory activities. Mr. YU is currently an independent non-executive director of MPE, Great China Holdings Limited, Playmates Holdings Limited, BALtrans Holdings Limited, and Shun Cheong Holdings Limited. He was also an independent non-executive director of Guangzhou Shipyard International Company Limited and Shimao International Holdings Limited.

Save as disclosed herein, Mr. YU has not held any directorship in other listed public companies in the past three years and does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company and has not held any other positions with any members of the Group.

As at the Latest Practicable Date, Mr. YU has interest in share options to subscribe for 150,000 Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. YU entered into a service contract with the Company for a term of one year and six months starting from 1st October 2005 and ending on 31st March 2007. The appointment is subject to retirement by rotation and re-election at the next general meeting of the Company in accordance with the Articles of Association. For the year ended 31st March 2006, total emoluments paid to Mr. YU amounted to HK$60,000. According to the service contract, Mr. YU will be entitled to receive an annual director’s fee of HK$120,000 for the coming year.

Mr. YU has confirmed that there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders in connection with his re-election.

1. Mr. SIT Kien Ping, Peter, aged 53, has been an independent non-executive Director of the Company since June 2005. He is also the Chairman of the Remuneration Committee and a member of the Audit Committee and Nomination Committee of the Company. Mr. SIT is a solicitor of Hong Kong, a notary public, a China-appointed attesting officer, and an adjudicator of the Immigration Tribunal. He has over 27 years of experience in advising on commercial transactions and conveyancing projects, and currently is a senior and founding partner of Sit, Fung, Kwong & Shum, a law firm in Hong Kong. Mr. SIT is currently an independent non-executive director of Asia Commercial Holdings Limited, a company listed on the Stock Exchange. He was also an independent non-executive director of CASIL Telecommunications Holdings Limited.

Save as disclosed herein, Mr. SIT has not held any directorship in other listed public companies in the past three years and does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company and has not held any other positions with any members of the Group.

As at the Latest Practicable Date, Mr. SIT has interest in share options to subscribe for 150,000 Shares within the meaning of Part XV of the Securities and Futures Ordinance.

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Mr. SIT entered into a service contract with the Company for a term of one year and six months starting from 1st October 2005 and ending on 31st March 2007. The appointment is subject to retirement by rotation and re-election at the next general meeting of the Company in accordance with the Articles of Association. For the year ended 31st March 2006, total emoluments paid to Mr. SIT amounted to HK$60,000. According to the service contract, Mr. SIT will be entitled to receive an annual director’s fee of HK$120,000 for the coming year.

Mr. SIT has confirmed that there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders in connection with his re-election.

1. Mr. TAN Hock Seng, Peter, aged 72, has been an independent non-executive Director of the Company since June 2005. He is also the Chairman of the Nomination Committee and a member of the Audit Committee and Remuneration Committee of the Company. Mr. TAN is currently the director of International Credit Money Research Centre of Yenching Institute and a visiting professor of the College of Arts and Science of Beijing United University. He is an experienced investor and researcher in the area of currency economics and had organized various seminars about international currencies and economies in the PRC. Mr. TAN obtained a Bachelor in Geology from Peking Geology University in the PRC.

Save as disclosed herein, Mr. TAN has not held any directorship in other listed public companies in the past three years and does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company and has not held any other positions with any members of the Group.

As at the Latest Practicable Date, Mr. TAN has personal interest in 310,000 Shares and share options to subscribe for 150,000 Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. TAN entered into a service contract with the Company for a term of one year and six months starting from 1st October 2005 and ending on 31st March 2007. The appointment is subject to retirement by rotation and re-election at the next general meeting of the Company in accordance with the Articles of Association. For the year ended 31st March 2006, total emoluments paid to Mr. TAN amounted to HK$60,000. According to the service contract, Mr. TAN will be entitled to receive an annual director’s fee of HK$120,000 for the coming year.

Mr. TAN has confirmed that there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders in connection with his re-election.

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [92 x 35] intentionally omitted <==

ONE MEDIA GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 426)

NOTICE IS HEREBY GIVEN that the annual general meeting of the Company will be held at Boardrooms 3 and 4, M/F., Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong on Friday, 8th September 2006 at 10:00 a.m. for the following purposes:

1. To receive and consider the audited financial statements, the reports of directors and auditors for the year ended 31st March 2006.

2. To declare a final dividend.

3. To re-elect directors and to authorize the Board to fix their remuneration.

4. To re-appoint auditors and to authorize the Board to fix their remuneration.

As special business to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTION

1. “ THAT :

2. (a) subject to paragraph (b) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of HK$0.001 each in the capital of the Company on the Stock Exchange or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Listing Rules or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of shares of the Company which may be repurchase pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (c) for the purposes of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; or

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”

ORDINARY RESOLUTION

1. “ THAT :

2. (a) subject to paragraph (c) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.001 each in the capital of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) above shall authorize the Directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power after the end of the Relevant Period;

4. (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) an issue of shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares of the Company; (iii) an issue of shares as scrip dividends pursuant to the articles of association of the Company from time to time; or (iv) an issue of shares under any option scheme or similar arrangement for the grant or issue of shares or rights to acquire shares of the Company, shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and

5. (d) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

   • (i) the conclusion of the next annual general meeting of the Company;

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NOTICE OF ANNUAL GENERAL MEETING

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; or

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting; and

“Rights Issue” means an offer of shares open for a period fixed by the Directors of the Company to the holders of shares of the Company on the register on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company).”

ORDINARY RESOLUTION

1. “ THAT subject to the passing of the resolutions nos. 5 and 6 set out in the notice convening the meeting, the general mandate granted to the Directors of the Company to allot, issue and deal with additional shares pursuant to resolution no. 6 set out in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of shares in the capital of the Company repurchased by the Company under the authority granted pursuant to resolution no. 5 set out in the notice convening this meeting, provided that such amount of shares so repurchased shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the said resolution.”

As special business to consider and, if thought fit, pass the following resolution as a Special Resolution of the Company:–

SPECIAL RESOLUTION

1. “ THAT the existing Articles of Association of the Company be and are hereby amended in the following manner:

2. (a) Article 72

   • (i) By adding the words “unless a poll is taken as may from time to time be required under the Listing Rules or” immediately before the word “unless” in the second line of the first paragraph of Article 72;

   • (ii) By deleting the full-stop at the end of existing Article 72(d) and replacing therewith a semicolon and the word “or”; and

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NOTICE OF ANNUAL GENERAL MEETING

• (iii) By inserting the following new Article 72(e):–

  • “(e) if required by the Listing Rules, by any Director or Directors who, individually or collectively, hold proxies in respect of Shares representing five per cent. (5%) or more of the total voting rights of all the Shareholders having the right to vote at the meeting.”

• (b) Article 73

By adding the words “a poll be so taken as required under the Listing Rules or unless” immediately after the word “Unless” in the first line of Article 73;

• (c) Article 74

By inserting the following sentence at the end of the last sentence thereof:–

“The Company shall only be required to disclose the voting figures on a poll if such disclosure is required by the Listing Rules.”

• (d) Article 105(g)

By deleting the words “a Special Resolution” in the first line of Article 105(g) and replacing them with the words “an Ordinary Resolution”;

• (e) Article 111

• (i) By deleting the words “but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such meeting” at the end of this Article; and

• (ii) By adding the following sentence at the end of Article 111:–

“In case the aforesaid Director retires at an annual general meeting, he or she shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such annual general meeting pursuant to Article 108(a).”

• (f) Article 112

• (i) By deleting the words “but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such meeting” at the end of this Article; and

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NOTICE OF ANNUAL GENERAL MEETING

• (ii) By adding the following sentence at the end of Article 112:–

“In case the aforesaid Director retires at an annual general meeting, he or she shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such annual general meeting pursuant to Article 108(a).”

• (g) Article 114

• (i) By deleting the words “Special Resolution” in the first line of Article 114 and replacing them with the words “Ordinary Resolution”;

• (ii) By deleting the words “, but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such meeting” at the end of this Article; and

• (iii) By deleting the words “Special Resolution” in the marginal note of Article 114 and replacing them with the words “Ordinary Resolution”.

and THAT the Directors of the Company be and hereby authorized to do all such acts, deeds and things as they shall, in their absolute discretion, deem fit in order to effect and complete any of the foregoing.”

By Order of the Board LAM Pak Cheong Secretary

Hong Kong, the 25th day of July, 2006

Notes:

1. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

2. To be valid, the proxy form, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be lodged with the head office of the Company at 15th Floor, Block A, Ming Pao Industrial Centre, 18 Ka Yip Street, Chai Wan, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

3. The register of members will be closed from Monday, 4th September 2006, to Friday, 8th September 2006, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for the proposed final dividend, all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s share registrar and transfer office, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on Friday, 1st September 2006.

4. With regard to item No. 3 in this notice, the Board of Directors of the Company proposes that the retiring Directors, namely Mr. TIONG Kiu King, Mr. TIONG Kiew Chiong, Mr. Peter Bush BRACK, Mr. TUNG Siu Ho, Terence, Mr. Robert William Hong-San YUNG, Mr. YU Hon To, David, Mr. SIT Kien Ping, Peter and Mr. TAN Hock Seng, Peter, be re-elected as Directors of the Company. Details of the said retiring Directors are set out in the Appendix II to the circular to be sent to the Shareholders on 25th July 2006.

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