One Media Group Limited — Proxy Solicitation & Information Statement 2011

Jul 14, 2011

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.

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.

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ONE MEDIA GROUP LIMITED 萬 華 媒 體 集 團 有 限 公 司 (Incorporated in the Cayman Islands with limited liability)

(Stock Code: 426)

PROPOSALS FOR

GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES, RE-ELECTION OF DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM of One Media Group Limited to be held at 15th Floor, Block A, Ming Pao Industrial Centre, 18 Ka Yip Street, Chai Wan, Hong Kong on Tuesday, 23 August 2011 at 10:00 a.m. is set out on pages 12 to 14 of this circular. A form of proxy for the AGM is enclosed with 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 16th 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 if you so wish.

Hong Kong, 15 July 2011

DEFINITIONS

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

‘‘AGM’’	the annual general meeting of the Company to be held at 15th	the annual general meeting of the Company to be held at 15th
	Floor, Block A, Ming Pao Industrial Centre, 18 Ka Yip Street,
	Chai Wan, Hong Kong on Tuesday, 23 August 2011	at
	10:00 a.m., notice of which is set out on pages 12 to 14 of this
	circular
‘‘Articles of Association’’	the articles of association of the Company
‘‘Board’’	the board of Directors of the Company
‘‘Company’’	One Media Group Limited, a company incorporated in	the
	Cayman Islands with limited liability, the shares of which	are
	listed on the main board of the Stock Exchange
‘‘Director(s)’’	the director(s) (including independent non-executive directors) of
	the Company
‘‘Group’’	the Company and its subsidiaries
‘‘HK$’’	Hong Kong dollars, the lawful currency of Hong Kong
‘‘Hong Kong’’	the Hong Kong Special Administrative Region of the People’s
	Republic of China
‘‘Latest Practicable Date’’	8 July 2011, 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

• ‘‘Repurchase Resolution’’ the proposed ordinary resolution as referred to in no. 5 of the notice of the AGM

• ‘‘SFO’’ Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

• ‘‘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

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DEFINITIONS

‘‘Share(s)’’ ordinary share(s) of HK$0.001 each in the share capital of the Company

‘‘Shareholder(s)’’ the holder(s) of the share(s) of the Company

‘‘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 萬 華 媒 體 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 426)

Executive Directors:

Mr. TIONG Kiu King (Chairman) Mr. TIONG Kiew Chiong Mr. LAM Pak Cheong

Independent Non-executive Directors: Mr. YU Hon To, David Mr. SIT Kien Ping, Peter Mr. TAN Hock Seng, Peter

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

Head Office in Hong Kong: 16th Floor, Block A Ming Pao Industrial Centre 18 Ka Yip Street Chai Wan Hong Kong

Hong Kong, 15 July 2011

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR

GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES, RE-ELECTION OF DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

GENERAL MANDATE TO REPURCHASE SHARES

At the annual general meeting of the Company held on 24 August 2010, a general mandate was given by the Company to the Directors to exercise the powers of the Company to repurchase Shares. Such general mandate will lapse at the conclusion of the AGM. The Directors propose to seek your approval of the Repurchase Resolution to be proposed at the AGM. 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 to this circular.

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LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE NEW SHARES

Furthermore, at the AGM, two ordinary resolutions will be proposed which aim to grant 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 as at the date of passing the resolutions (i.e. not exceeding 80,000,000 Shares based on the issued share capital of the Company of 400,000,000 Shares as at the Latest Practicable Date and assuming that such issued share capital remains the same as 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 as at the date of passing the Repurchase Resolution.

RE-ELECTION OF DIRECTORS

Pursuant to Article 108(a) of the Articles of Association, Mr. YU Hon To, David and Mr. SIT Kien Ping, Peter will retire at the AGM and, being eligible, offer themselves for re-election. In addition, pursuant to Article 112, Mr. LAM Pak Cheong will retire and, being eligible, offer himself for reelection. Details of the Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.

VOTING BY POLL

As required under Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, all resolutions will be put to vote by way of poll at the AGM. An announcement on the poll results will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

AGM

On pages 12 to 14 of this circular, you will find a notice convening the AGM at which the following businesses are to be transacted:

1. to receive and consider the audited financial statements, the report of the directors and the independent auditor’s report for the year ended 31 March 2011;

2. to declare a final dividend;

3. to re-elect Directors and to authorise the Board to fix the remuneration of Directors; and

4. to re-appoint auditor and to authorise the Board to fix the remuneration of auditor.

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;

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LETTER FROM THE BOARD

1. an ordinary resolution to grant to the Directors a general mandate to authorise 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; and

2. 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.

ACTION TO BE TAKEN

For the purposes of the AGM, the register of members of the Company will be closed from Wednesday, 17 August 2011 to Tuesday, 23 August 2011 (both days inclusive), during which no transfer of shares of the Company will be registered. In order to qualify for voting at the AGM, all transfer documents 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 Tuesday, 16 August 2011.

Each Shareholder who has the right to attend and vote at the AGM, is entitled to appoint one or more proxies, whether they are Shareholders or not, to attend and vote on his behalf at the AGM.

A proxy form for use at the AGM is enclosed herein. Whether or not you intend to attend the AGM, you are requested to complete the proxy form and return it to the head office of the Company at 16th 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 AGM or any adjournment thereof. Completion and return of the proxy form will not preclude Shareholders from attending and voting at the AGM, or any adjourned meeting, should they so wish.

RECOMMENDATION

The Directors (including independent non-executive 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 and the re-election of Directors of the Company are in the best interests of the Company as well as its Shareholders as a whole. Accordingly, the Directors (including independent nonexecutive Directors) recommend that all the Shareholders should vote in favour of all the relevant resolutions set out in the notice of the AGM.

FURTHER INFORMATION

Further information of the Company is set out in the appendices to this circular for your information.

By order of the Board One Media Group Limited 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 AGM, 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 REPURCHASES

The Directors believe that the Repurchase Proposal is in the best interests of the Company and the 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 the 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 31 March 2011 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.

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.

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EXPLANATORY STATEMENT

APPENDIX I

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 Rule 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, Comwell Investment Limited has an interest of 292,700,000 Shares, representing approximately 73.18% 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 pursuant to the general mandate, the shareholdings of Comwell Investment Limited in the Company would be increased to approximately 81.31% 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 Directors will use their best endeavours to ensure that the share repurchase mandate will not be exercised to the extent that the number of Shares held by public would be reduced to less than 25% of the issued share capital of the Company.

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 highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months before the Latest Practicable Date were as follows:

	Highest	Lowest
	Price	Price
	HK$	HK$
2010
July	0.460	0.400
August	0.450	0.295
September	0.395	0.300
October	0.450	0.305
November	0.355	0.300
December	0.425	0.325
2011
January	0.550	0.390
February	0.470	0.365
March	0.455	0.400
April	0.460	0.410
May	0.470	0.410
June	0.440	0.395
July (up to the Latest Practicable Date)	0.415	0.405

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

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

1. LAM Pak Cheong, aged 42, joined the Group in April 2004 and was appointed as an executive Director and the Chief Executive Officer of the Company on 1 April 2011. Mr. LAM is also a member of the Executive Committee and is in charge of overseeing all business operations of the Group. He is also the Head of Finance and a member of the Hong Kong Executive Committee of Media Chinese International Limited, the controlling shareholder of the Group. Mr. LAM has extensive experience in corporate development, financial management, mergers and acquisitions, corporate governance and investor relations. He is an associate of The Hong Kong Institute of Chartered Secretaries and The Institute of Chartered Secretaries and Administrators. Mr. LAM obtained a Master of Business Administration in Financial Services jointly from the University of Manchester and the University of Wales, Bangor in the United Kingdom and a Master of Corporate Governance from the Hong Kong Polytechnic University in Hong Kong. He also holds directorships in various subsidiaries of the Company.

Save as disclosed herein, Mr. LAM has not held any directorship in other listed public companies in the past three years and does not have any relationship with any other 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. LAM has beneficial interest in 3,000,000 Shares and an interest in share options to subscribe for 1,000,000 Shares within the meaning of Part XV of the SFO.

Mr. LAM has not entered into any service contract with the Company. The appointment of Mr. LAM as an executive Director is not for a specific term and is subject to retirement and re-election at the next annual general meeting of the Company in accordance with the Articles of Association. The director’s emolument of Mr. LAM 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 ending 31 March 2012, Mr. LAM will be entitled to receive a director fee of HK$120,000 per annum and a basic remuneration of HK$1,752,000 per annum. In addition, Mr. LAM is entitled to receive management performance bonus, discretionary bonus, and other benefits as may be decided by the Board having regard to his performance and duties.

Save as disclosed above, Mr. LAM 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 are no other matters which need to be brought to the attention of the Shareholders in connection with his re-election.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

1. YU Hon To, David, aged 63, 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 an associate of the Hong Kong Institute of Certified Public Accountants. He was formerly a partner of an international accounting firm with extensive experience in corporate finance, auditing and corporate management. Mr. YU is the Vice Chairman of MCL Partners Limited, a Hong Kong based financial advisory and investment firm. He is currently an independent nonexecutive director of Media Chinese International Limited (stock code: 0685).

During the three-year period immediately preceding 31 March 2011, Mr YU had been and subsequently resigned as an independent non-executive director of a Hong Kong-listed company, Cinda International Holdings Limited (formerly known as Hantec Investment Holdings Limited) (stock code: 0111) (resigned on 23rd December 2008). He currently serves as an independent non-executive director of Great China Holdings Limited (stock code: 0141), Playmates Holdings Limited (stock code: 0635), TeleEye Holdings Limited (stock code: 8051), VXL Capital Limited (stock code: 0727), Haier Electronics Group Co., Limited (stock code: 1169), Hong Kong Energy (Holdings) Limited (stock code: 0987), Synergis Holdings Limited (stock code: 2340), Sateri Holdings Limited (stock code: 1768) and China Datang Corporation Renewable Power Co., Limited (stock code: 1798), all of which are listed companies in Hong Kong.

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 other 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 an interest in share options to subscribe for 150,000 Shares within the meaning of Part XV of the SFO.

Mr. YU entered into a service contract with the Company for a term of three years starting from 1 April 2010 and ending on 31 March 2013. The appointment is subject to retirement by rotation and re-election at the next annual general meeting of the Company in accordance with the Articles of Association. The director’s emolument of Mr. YU 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 31 March 2011, total emoluments paid to Mr. YU amounted to HK$160,000.

Save as disclosed above, 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 are no other matters which need to be brought to the attention of the Shareholders in connection with his re-election.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

1. SIT Kien Ping, Peter, aged 58, 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. He is a solicitor of Hong Kong, a notary public and a China-appointed attesting officer. Mr. SIT has over 32 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 has not held any directorship in other listed public companies in the past three years and does not have any relationship with any other 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 an interest in share options to subscribe for 150,000 Shares within the meaning of Part XV of the SFO.

Mr. SIT entered into a service contract with the Company for a term of three years starting from 1 April 2010 and ending on 31 March 2013. The appointment is subject to retirement by rotation and re-election at the next annual general meeting of the Company in accordance with the Articles of Association. The director’s emolument of Mr. SIT 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 31 March 2011, total emoluments paid to Mr. SIT amounted to HK$140,000.

Save as disclosed above, 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 are no other matters which need to be brought to the attention of the Shareholders in connection with his re-election.

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NOTICE OF AGM

APPENDIX III

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ONE MEDIA GROUP LIMITED 萬 華 媒 體 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 426)

NOTICE IS HEREBY GIVEN that the annual general meeting of One Media Group Limited (the ‘‘Company’’) will be held at 15th Floor, Block A, Ming Pao Industrial Centre, 18 Ka Yip Street, Chai Wan, Hong Kong on Tuesday, 23 August 2011 at 10:00 a.m. for the following purposes:

1. to receive and consider the audited financial statements, the report of the directors and the independent auditor’s report for the year ended 31 March 2011;

2. to declare a final dividend;

3. to re-elect Directors and to authorise the Board to fix the remuneration of Directors; and

4. to re-appoint auditor and to authorise the Board to fix the remuneration of auditor.

To consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

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 of Hong Kong Limited (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 repurchased 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

4. (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;

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NOTICE OF AGM

APPENDIX III

  - (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.’’

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 authorise 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 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

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NOTICE OF AGM

APPENDIX III

• (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).’’

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.’’

By Order of the Board One Media Group Limited YEUNG Ying Fat Secretary

Hong Kong, 15 July 2011

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 16th 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 Wednesday, 17 August 2011, to Tuesday, 23 August 2011, 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 Tuesday, 16 August 2011.

4. With regard to item no. 3 in this notice, the Board of Directors of the Company proposes that the retiring Directors, namely Mr. LAM Pak Cheong, Mr. YU Hon To, David and Mr. SIT Kien Ping, 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 15 July 2011.

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